香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不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之任何損失承擔任何 責任。 China Boton Group Company Limited （在開曼群島註冊成立的有限公司） （股份代號：3318） 年度業績 截至二零二四年十二月三十一日止年度 業績 合併綜合收益表 （除另有指明外，所有金額均以人民幣千元列示） | | 截至十二月三十一日止年度 | | | --- | --- | --- | | | 二零二四年 | 二零二三年 | | 年度利潤 | 63,282 | 140,630 | | 其他綜合收益： | | | | 可能被重新分類為損益的項目 | | | | 貨幣換算差額 | 828 | 4,453 | | 本年度綜合收益總額 | 64,110 | 145,083 | | 歸屬於： | | | | 本公司擁有人 | 20,197 | 148,936 | | 非控制性權益 | 43,913 | (3,853) | | 本年度綜合收益總額 | 64,110 | 145,083 ...

波顿 @ BOOD BOTON China Boton Group Company Limited 中 國 波 頓 集 團 有 限 公 司 (在開曼群島註冊成立之有限公司) (股份代號：3318) | --- | --- | |-------|--------------------------| | | | | 目 | 錄 | | 2 | 公司資料 | | 3 | 中期簡明合併資產負債表 | | 5 | 中期簡明合併利潤表 | | 6 | 中期簡明合併綜合收益表 | | 7 | 中期簡明合併權益變動表 | | 9 | 中期簡明合併現金流量表 | | 10 | 中期簡明合併財務報表附註 | | 25 | 管理層討論和分析 | | 32 | 其他資料 | 公司資料 董事會 執行董事 王明凡先生，榮譽勳章、太平紳士 （主席兼行政總裁） 李慶龍先生 楊迎春先生 非執行董事 尹淑貞女士 獨立非執行董事 吳冠雲先生 梁偉民先生 周小雄先生 邱浩波先生，金紫荊星章、太平紳士 董事委員會 審核委員會 吳冠雲先生（主席） 梁偉民先生 周小雄先生 邱浩波先生，金紫荊星章、太平紳士 薪酬委員會 吳冠雲先生（主席） 梁偉民先生 周 ...

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 750,975,000, a decrease of 6.7% compared to RMB 805,245,000 for the same period in 2023[5]. - The gross profit for the same period was RMB 305,631,000, reflecting a gross margin of approximately 40.7%, down from RMB 328,105,000 in 2023[5]. - Operating profit decreased to RMB 109,237,000, compared to RMB 139,670,000 in the previous year, indicating a decline of 21.8%[5]. - The net profit attributable to the owners of the company for the period was RMB 44,332,000, down 32.2% from RMB 65,355,000 in 2023[5]. - The total comprehensive income for the period was RMB 59,390,000, down from RMB 99,231,000 in 2023, reflecting a decline of 40.2%[6]. - Basic earnings per share for the period were RMB 0.04, compared to RMB 0.06 for the same period in 2023, reflecting a decrease in profit attributable to owners of the company to RMB 44,332,000 from RMB 65,355,000[35]. - The company reported a fair value loss of RMB 400,000 on investment properties, compared to a gain of RMB 6,200,000 in the same period of 2023[29]. Assets and Liabilities - Total assets as of June 30, 2024, were RMB 5,869,289,000, a decrease from RMB 6,006,867,000 at the end of 2023[3]. - Total liabilities decreased to RMB 2,458,964,000 from RMB 2,630,640,000, representing a reduction of 6.5%[3]. - Cash and cash equivalents amounted to RMB 319,895,000, down from RMB 349,794,000, indicating a decrease of 8.6%[2]. - The net accounts receivable as of June 30, 2024, is 396,950, a decrease from 486,662 as of December 31, 2023[19]. - Total borrowings as of June 30, 2024, amount to 1,522,939, a slight decrease from 1,555,257 as of December 31, 2023[26]. - The company's total borrowings were approximately RMB 1.52 billion as of June 30, 2024, with a debt-to-equity ratio of 44.7%, down from 46.1% as of December 31, 2023[58]. Revenue Segmentation - Total revenue for the six months ended June 30, 2024, was $999.615 million, with a segment revenue of $807.925 million from five divisions[15]. - Revenue from the electronic cigarette segment was approximately RMB 256.1 million, a significant decline of 21.6% from RMB 326.5 million in the previous year due to intense market competition[47]. - Revenue from the flavor enhancer segment was approximately RMB 308.1 million, slightly increasing by 0.7% from RMB 306 million year-on-year[44]. - Revenue from the food flavor segment was approximately RMB 90.3 million, an increase of 3.4% from RMB 87.3 million in the previous year[45]. - Revenue from the daily flavor segment was approximately RMB 69.6 million, up 12.3% from RMB 62 million year-on-year[46]. - Revenue from investment properties increased by 15.0% to approximately RMB 26.9 million from RMB 23.4 million in the previous year[48]. Operational Highlights - The company continues to focus on the production and sales of flavors, fragrances, and electronic cigarette products in China and Asia[7]. - The operating profit for the electronic cigarette segment was a loss of $15.034 million, while the total operating profit across all segments was $109.237 million[15]. - The company plans to launch new electronic cigarette products in the second half of 2024 to restore growth momentum in this segment[47]. - New strategies will be implemented in the second half of 2024, including corporate restructuring and the establishment of new product branding teams to adapt to the evolving electronic cigarette market[56]. - The company has made a significant investment in a construction project on land in Huizhou, Guangdong, with a total fixed asset investment planned at approximately RMB 400 million[67]. Financial Management and Risks - The company faced financial risks including market risk, credit risk, and liquidity risk, which are detailed in the annual financial statements[11]. - The net financial costs for the period were $28.007 million, indicating a need for ongoing financial management[15]. - The net financial cost for the six months ended June 30, 2024, was RMB 28,007,000, a reduction from RMB 34,373,000 in the previous year[32]. - The company recorded a foreign exchange net gain of approximately RMB 700,000 for the six months ended June 30, 2024, compared to a foreign exchange loss of RMB 1.4 million in the same period of 2023[61]. Corporate Governance - The company adheres to high corporate governance standards, complying with all provisions of the Corporate Governance Code, except for the separation of the roles of Chairman and CEO[75]. - All directors confirmed compliance with the standard code of conduct for securities trading during the six-month period ending June 30, 2024[76]. - The Audit Committee, consisting of four independent non-executive directors, reviewed the unaudited interim consolidated financial statements for the six months ending June 30, 2024[72]. - The Remuneration Committee is responsible for considering and approving the compensation arrangements for senior employees, including salary and bonus plans[73]. - The Nomination Committee reviews the board's structure and diversity, making recommendations for director appointments and succession planning[74]. Legal and Regulatory Matters - The company is involved in two legal lawsuits related to the acquisition of Kimree, Inc. and its subsidiaries, with ongoing proceedings against the sellers for breaching non-competition clauses[70]. - The company is in discussions regarding compensation for land acquisition by the Shenzhen government, which is intended for public interest projects[69]. - The company has no significant contingent liabilities other than those disclosed in the management discussion and analysis section[68]. Employee and Operational Changes - The company has a total of 1,080,512 shares issued and fully paid as of June 30, 2024[21]. - The company has a total of 1,259 employees as of June 30, 2024, down from 1,981 employees as of December 31, 2023[66].

Summary of Conference Call Company and Industry Involved - The conference call is related to Tianfang Securities and its mid-term listing conference for 2024, focusing on the Chinese market [1] Core Points and Arguments - The call begins with a welcome message and a reminder that all participants are muted [1] - A disclaimer is provided stating that the meeting is private and cannot be recorded or shared without permission from Tianfang Securities [1] - Tianfang Securities reserves the right to pursue legal action against any violations of this confidentiality requirement [1] Other Important but Possibly Overlooked Content - The emphasis on confidentiality and legal rights indicates the importance of proprietary information in the financial services industry [1]

Financial Performance - Revenue for 2023 was RMB 2,063,746 thousand, a decrease from RMB 2,324,807 thousand in 2022[35] - Gross profit for 2023 was RMB 798,110 thousand, compared to RMB 786,864 thousand in 2022[35] - Operating profit for 2023 was RMB 249,029 thousand, up from RMB 158,063 thousand in 2022[35] - Net profit attributable to the company's owners for 2023 was RMB 146,370 thousand, compared to RMB 48,317 thousand in 2022[35] - Basic and diluted earnings per share for 2023 were RMB 0.14, up from RMB 0.04 in 2022[35] - Annual profit for 2023 reached RMB 140,630 thousand, a significant increase from RMB 84,481 thousand in 2022[36] - Total comprehensive income for 2023 was RMB 145,083 thousand, compared to RMB 97,943 thousand in 2022[36] - The company's total comprehensive income attributable to the company's owners was RMB 148,936 thousand in 2023, compared to RMB 57,635 thousand in 2022[36] - Total revenue for the year ended December 31, 2023, was approximately RMB 2,063.7 million, a decrease of 11.2% compared to the previous year[133][137][139] - Net profit for the year was approximately RMB 140.6 million, an increase of 66.5% year-over-year, primarily due to the sale of two South Korean subsidiaries, which generated a gain of approximately RMB 62.8 million[133][137] - Excluding the gain from the sale of subsidiaries, the net profit would have been approximately RMB 77.8 million, a decrease of 7.9% compared to the previous year[133][137] - The company's gross profit increased slightly by 1.4% to approximately RMB 798.1 million[137] Subsidiaries and Equity Holdings - The company holds 100% equity in Boton Flavors & Fragrances (Hong Kong) Limited, with a paid-up capital of HKD 1[2] - The company holds 100% equity in Zhongxiang Fragrance (Shenzhen) Co., Ltd., with a registered capital of HKD 15,000,000[2] - The company holds 51% equity in Shenzhen Huachang Industrial Co., Ltd., with a registered capital of RMB 9,803,921[2] - The company holds 53% equity in PT DBFF Boton Indonesia Co., Ltd., with a paid-up capital of USD 3,400,000[2] - The company holds 100% equity in Boton (Hubei) Biotechnology Co., Ltd., with a registered capital of RMB 500,000,000 and a paid-up capital of RMB 130,700,000[2] - The company holds 51% equity in Fuzhou Yuangelin Technology Co., Ltd., with a paid-up capital of RMB 11,200,000[2] - The company holds 66% equity in Huizhou Babo Technology Co., Ltd., with a paid-up capital of RMB 5,000,000[2] - The company sold two South Korean subsidiaries in May 2023 for RMB 100,000 thousand, which strengthened liquidity and reduced administrative expenses[116] - The company became the exclusive manufacturer and supplier of certain e-cigarettes in the South Korean market following the sale of its subsidiaries[116] Cash and Financial Position - The company's cash and bank balances subject to foreign exchange control regulations in Asian countries (including China) amounted to RMB 276,763,000 in 2023, down from RMB 362,645,000 in 2022[3] - Capital commitments for property, plant, and equipment as of 2023 were RMB 320,517 thousand, significantly higher than RMB 28,247 thousand in 2022[22] - Short-term lease commitments for 2023 were RMB 313 thousand, compared to RMB 256 thousand in 2022[22] - The company's bank loans were secured by property, plant, and equipment with a book value of RMB 808,407 thousand as of December 31, 2023, up from RMB 601,016 thousand in 2022[43] - The company's total equity as of December 31, 2023, was RMB 3,376,227 thousand, up from RMB 3,262,120 thousand at the beginning of the year[62] - The company's distributable reserves as of December 31, 2023, were approximately RMB 548.8 million (2022: RMB 602.1 million)[199] - The company's share capital consists of 1,080,512,146 ordinary shares with a par value of HKD 0.10 each as of December 31, 2023[197] - The company's cash and cash equivalents at the end of 2023 were RMB 106,249 thousand for Dongguan Boton and RMB 27,102 thousand for Huizhou Babo[99] Assets and Liabilities - Right-of-use assets for land use rights and buildings amounted to RMB 154,235 thousand in 2023, an increase from RMB 119,906 thousand in 2022[45] - Lease liabilities decreased to RMB 6,949 thousand in 2023 from RMB 11,688 thousand in 2022[45] - The company's total fixed assets at the end of 2023 amounted to RMB 1,528,866,000, with significant additions of RMB 122,993,000 during the year[67] - Depreciation expenses for 2023 were RMB 75,785,000, allocated to cost of sales (RMB 9,726,000), sales and marketing (RMB 692,000), and administrative expenses (RMB 65,367,000)[67] - The company's bank borrowings were secured by land use rights with a book value of RMB 25,313,000 as of December 31, 2023[70] - Total lease cash outflows for 2023 were RMB 4,699,000, a decrease from RMB 6,995,000 in 2022[70] - The company's right-of-use assets increased to RMB 154,235,000 at the end of 2023, up from RMB 119,906,000 at the beginning of the year[70] - The company's total fixed assets cost at the end of 2023 was RMB 2,090,532,000 with accumulated depreciation of RMB 561,666,000[67] - Accounts receivable decreased from RMB 913,025 thousand in 2022 to RMB 728,106 thousand in 2023, a decrease of 20.3%[77] - Expected credit loss provision for accounts receivable increased from RMB 86,015 thousand in 2022 to RMB 241,444 thousand in 2023, a significant increase of 180.7%[77] - The company's inventory net value at the end of 2023 was RMB 330,619 thousand, a decrease from RMB 360,818 thousand in 2022[104] - Inventory cost recognized as expenses and included in cost of sales for 2023 was RMB 1,168,262 thousand, a decrease from RMB 1,426,976 thousand in 2022[104] Revenue Segments - Revenue from e-cigarettes and accessories decreased by 22.6% from RMB 1,164,900 thousand in 2022 to RMB 901,600 thousand in 2023 due to new regulations on e-cigarette flavor sales in China[90] - The electronic cigarette products segment contributed approximately 43.7% of total revenue, a decrease of 22.6% compared to the previous year[140] - The flavor enhancer segment contributed approximately 37.3% of total revenue, a decrease of 3.4% compared to the previous year[140] - The food flavor segment revenue increased by 6.0% to approximately RMB 182.0 million, driven by support from existing customers[141] - The daily-use flavor segment revenue increased by 10.7% to approximately RMB 165.8 million, supported by new and long-term customers[141] Corporate Governance and Management - The total remuneration for directors and senior executives in 2023 was RMB 4,949,000, including salaries, retirement benefits, and share-based payments[16] - Total remuneration for directors in 2023 was RMB 4,948 thousand, with the highest paid being the CEO, Mr. Wang Mingfan, at RMB 1,905 thousand[25] - The company's risk management and internal control systems were deemed effective and sufficient by the board of directors[31] - The company emphasizes diversity in its board composition and workforce, aiming to leverage different skills and backgrounds for long-term development[33] - The company appointed Ms. Yin Shuzhen as a non-executive director on December 29, 2023, to enhance board diversity[57] - The audit committee consists of four independent non-executive directors responsible for financial oversight and governance[73] - The company secretary ensures compliance with legislative, regulatory, and corporate governance developments[74] - The Board of Directors did not recommend the payment of any dividends for the year ended December 31, 2023 (2022: none)[192] Strategic Initiatives and Market Focus - The company revised its short-term strategy to focus on international markets with its own brand and customized e-cigarette products due to new regulations in China[90] - The company plans to continue focusing on strict cost control and expanding market share in the flavor and fragrance industry[134][140] - The company implemented strict cost control measures across all business segments and departments in 2023[116] - The company streamlined its corporate structure and established a central working committee to improve efficiency in 2023[116] - The company will continue to develop its e-cigarette business in China and other countries and explore the feasibility of applying e-cigarette atomizers in the healthcare field[190] Intangible Assets and Goodwill - The total amortization expense for intangible assets in 2023 was RMB 48,197,000, compared to RMB 48,383,000 in 2022[148] - The net book value of intangible assets at the end of 2023 was RMB 1,721,629,000, a decrease from RMB 1,768,882,000 at the end of 2022[148] - The net book value of goodwill remained unchanged at RMB 1,625,741,000 from 2022 to 2023[148] - The net book value of customer relationships decreased from RMB 102,675,000 in 2022 to RMB 72,736,000 in 2023[148] - The net book value of patents, formulas, and trademarks decreased from RMB 29,555,000 in 2022 to RMB 16,888,000 in 2023[148] - The net book value of non-compete agreements decreased from RMB 6,283,000 in 2022 to RMB 4,908,000 in 2023[148] - The net book value of computer software increased from RMB 623,000 in 2022 to RMB 1,181,000 in 2023[148] - The total cost of intangible assets increased slightly from RMB 2,081,863,000 in 2022 to RMB 2,082,807,000 in 2023[148] - The accumulated amortization of intangible assets increased from RMB 309,883,000 in 2022 to RMB 358,080,000 in 2023[148] - The goodwill from the acquisition of Kimree, Inc. is allocated to the e-cigarette product segment, amounting to RMB 426,373[170] - The goodwill from the acquisition of four businesses is allocated to the flavor enhancer segment, amounting to RMB 1,199,368[170] Investment Properties and Valuation - The fair value of investment properties is determined based on active market prices, adjusted for specific asset characteristics, location, or condition. If active market prices are unavailable, alternative valuation methods such as discounted cash flow forecasts are used[147] - The market rent for investment properties in 2023 is RMB 53 to RMB 95 per square meter per month, compared to RMB 54 to RMB 101 in 2022, with higher market rents leading to higher fair values[162] - The periodic yield for investment properties remains at 2%-6%, with higher yields leading to lower fair values[162] - The reversionary yield for investment properties remains at 4%-7%, with higher yields leading to lower fair values[162] - A 5% increase or decrease in market rent would result in a RMB 25,000,000 change in the value of investment properties[162] Subsidiary Performance - Dongguan Boton's revenue increased from RMB 321,589 thousand in 2022 to RMB 347,786 thousand in 2023, an increase of 8.1%[98] - Huizhou Babo's revenue increased from RMB 153,341 thousand in 2022 to RMB 183,790 thousand in 2023, an increase of 19.9%[98] - Net current assets of Dongguan Boton increased from RMB 159,337 thousand in 2022 to RMB 252,605 thousand in 2023, an increase of 58.5%[95] - Net current assets of Huizhou Babo increased from RMB 15,583 thousand in 2022 to RMB 36,152 thousand in 2023, an increase of 132.0%[95] - Operating cash flow for Dongguan Boton in 2023 was RMB 88,073 thousand, a significant increase from RMB 33,207 thousand in 2022[99] Environmental, Social, and Governance (ESG) - The company's environmental policies and performance, as well as compliance with relevant laws and regulations, are detailed in the 2023 Environmental, Social, and Governance (ESG) Report[190] - The company's financial performance and key risk factors for the year under review are analyzed in the "Management Discussion and Analysis" section of the annual report[190] Other Financial Information - The company paid RMB 7,480 thousand in audit fees to PricewaterhouseCoopers for the fiscal year 2023[56] - The company's property, plant, and equipment changes during the year are detailed in Note 6 of the financial statements[196] - The company's reserves and equity changes during the year are detailed in Notes 19, 20, and 38(a) and the consolidated statement of changes in equity[198]

| --- | --- | --- | |---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|----------------------------------------------------------------------------------------------------------| | 中国波顿（ ...

智通财经APP获悉，中国波顿(03318)尾盘涨幅扩大近60%，截至发稿，涨56.8%，报2.65港元，成交额1155.75万港元。 消息面上，中国波顿发布公告，深圳市南山区政府拟征收子公司深圳波顿拥有深圳市的一幅土地，旨在建设高速铁路枢纽及相关工程，相关部门已向深圳波顿提供补偿方案。 天风证券指出，根据公司公告，公司拟投入更多资源开发电子雾化器，并已成功收购广东省惠州市仲恺区土地用于建造电子雾化器智能制造基地，该项目为公司扩展电子烟产品分部的战略举措，建设期为2023-2025年。该行认为，征地补偿金额将增加公司资金储备，有望加速公司业务扩张。此外，随着国内监管的落地，公司产业链一体化布局优势突出，有望进一步推动国内外的渠道网络布局。 ...

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 1.68 HKD, expecting a relative return of over 20% within the next six months [1]. Core Views - The company has experienced a revenue decline of 11.2% year-on-year, totaling 2.064 billion RMB in 2023, while net profit increased by 66.5% to 141 million RMB, primarily due to significant profit improvements from corporate restructuring [1]. - The electronic cigarette segment faced a revenue drop of 22.6%, contributing 9.02 billion RMB, while flavor enhancers and food flavors showed slight declines and growth, respectively [1]. - The company is focusing on expanding its international market presence in flavor and electronic cigarette products, supported by a complete industrial chain layout and strong R&D capabilities [1]. Summary by Sections Revenue and Profitability - The company reported a gross profit of 798 million RMB with a gross margin of 38.7%, an increase of 4.8 percentage points year-on-year [1]. - The restructuring efforts and the sale of two subsidiaries in South Korea contributed to the net profit increase, despite a decline when excluding these gains [1]. Business Segments - Electronic cigarette products accounted for 43.7% of total revenue but reported a net loss of 73 million RMB due to new regulatory policies affecting flavor sales [1]. - Flavor enhancers generated 769 million RMB, with an operating profit margin of 31.4%, while food flavors and daily-use flavors showed positive growth [1]. Future Outlook - The company anticipates revenue growth of 10% annually for its Dongguan subsidiary from 2020 to 2024, with projected revenues of 2.52 billion, 2.76 billion, and 3.07 billion RMB for 2024-2026 [1]. - The report highlights the potential for improved industry dynamics due to regulatory clarity in the electronic cigarette market, which is expected to enhance competitive positioning and market concentration [1].

執行董事從產品角度考慮業務。本集團年內分為五個分部： 香味增 | --- | --- | --- | --- | --- | --- | --- | --- | |-------------------------------------------------|---------------------|------------------|------------------|-------------------|------------|--------------------|-------------------| | | 香味增 \n強劑 | 食品香精 | 日用香精 | 電子煙 \n產品 | 投資物業 | 未分配 | 分部總計 | | 分部收入 分部間收入 | 802,900 (7,050) | 171,743 — | 149,846 — | 1,164,858 — | 42,510 — | — — | 2,331,857 (7,050) | | 來自外部客戶的收入 | 795,850 | 171,743 | 149,846 | 1,164,858 | 42,510 | — | 2,324,80 ...

0108010 BOTON 2 China Boton Group Company Limited 中 國 波 頓 集 團 有 限 公 司 (在開曼群島註冊成立之有限公司) (股份代號：3318) 中期 韓国 2023 目錄 公司資料 3 中期簡明合併資產負債表 5 中期簡明合併利潤表 6 中期簡明合併綜合收益表 7 中期簡明合併權益變動表 8 中期簡明合併現金流量表 | --- | --- | --- | --- | --- | |-------|--------------------------|-------|-------|-------| | | | | | | | 9 | 中期簡明合併財務報表附註 | | | | | 25 | 管理層討論和分析 | | | | | 33 | 其他資料 | | | | 公司資料 董事會 執行董事 王明凡先生，榮譽勳章 （主席兼行政總裁） 李慶龍先生 楊迎春先生 獨立非執行董事 吳冠雲先生 梁偉民先生 周小雄先生 邱浩波先生，金紫荊星章、太平紳士 董事委員會 審核委員會 吳冠雲先生（主席） 梁偉民先生 周小雄先生 邱浩波先生，金紫荊星章、太平紳士 薪酬委員會 吳冠雲 ...