股東特別大會通告 茲通告亨得利控股有限公司（「本公司」）謹訂於2025年8月18日（星期一）上午11 時正假座香港九龍尖沙咀海港城廣東道3號馬哥孛羅香港酒店6樓蓮花廳舉行股東特別 大會（「股東特別大會」），藉以考慮及酌情通過以下決議案為普通決議案： 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通告之內容概不負責，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通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。 HENGDELI HOLDINGS LIMITED 亨得利控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3389） 普通決議案 張泳麟 香港，2025年7月31日 – 1 – 附註： – 2 – 1. 「動議根據本公司組織章程細則第90(5)條罷免黃永華先生作為本公司董事 的職務，並於本決議案通過後立即生效。」 承董事會命 亨得利控股有限公司 主席 (1) 凡有權出席上述通告召開之股東特別大會並於會上投票之股東均可委派一位或多位代表代其出席股 東特別大會，並代其以表決方式投票。委任代表毋須為本公司股東。所有委任代表表格必須在不少 於大會指定舉行時 ...

此乃要件 請即處理 閣下如對本通函任何內容或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或持牌證券商、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已將名下全部亨得利控股有限公司（「本公司」）股份售出或轉讓，應立即將本通函及隨附之代表委 任表格送交買主或承讓人，或送交經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓 人。 香港交易及結算所有限公司和香港聯合交易所有限公司對本通函之內容概不負責，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通函全部或任何部份內容而產生或因依賴該等內容而引致之任何 損失承擔任何責任。 HENGDELI HOLDINGS LIMITED 亨得利控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3389） 召開股東特別大會之請求 及 股東特別大會通告 本公司謹訂於2025年8月18日（星期一）上午11時正假座香港九龍尖沙咀海港城廣東道3號馬哥孛羅香港酒 店6樓蓮花廳舉行股東特別大會。大會通告載於本通函第7頁至第8頁。 | 釋義 | 1 | | --- | --- | | 董事會函件 | 3 | | 股東特別大會通告 | 7 | 釋 義 於本 ...

Core Viewpoint - *ST亚振 has completed its stock verification process and will resume trading on July 4, 2025, after a significant price deviation in its stock price [1][2][3] Group 1: Stock Performance and Verification - The stock price of *ST亚振 experienced a cumulative increase of 29.43% from June 17 to June 26, leading to the verification process [3] - The company reported a total revenue of 202 million yuan for the fiscal year 2024, with a net loss attributable to shareholders of 117 million yuan [3] - The stock was under risk warning since May 6, 2025, due to financial performance issues, including a net profit loss exceeding 100 million yuan [3] Group 2: Shareholder Changes and Offer - The controlling shareholder has changed to Wu Tao, with the actual controller now being Wu Tao instead of the previous group [4] - Wu Tao has initiated a partial tender offer to acquire 21% of the company's shares at a price of 5.68 yuan per share, significantly lower than the recent trading price of 16.99 yuan [4][5] - As of July 2, 2025, a total of 53.77 million shares have been tendered, representing 20.46% of the total share capital [5] Group 3: Company Background and Recent Developments - *ST亚振 is a furniture manufacturing company engaged in the design, production, and sales of mid-to-high-end furniture products [6] - The stock price has surged over 260% since hitting a low of 4.45 yuan per share on April 8, 2025, with 23 trading days experiencing price limits [6][8] - The recent price increase is attributed to the planned change in control, with a significant share transfer agreement completed on May 30, 2025 [8]

Financial Performance - For the year ended December 31, 2024, the Group recorded revenue of RMB 1,043,555,000, a year-on-year decrease of 26.6% from RMB 1,421,454,000 in 2023[8]. - The high-end consuming accessories business generated revenue of RMB 688,104,000, down 3.2% from RMB 710,708,000 in the previous year[8]. - Revenue from international commodity trading fell by 50.0%, amounting to RMB 355,451,000 compared to RMB 710,746,000 in 2023[8]. - The Group reported a loss of approximately RMB 55,472,000 for the year, contrasting with a profit of RMB 35,191,000 in 2023[8]. - Loss attributable to equity shareholders was approximately RMB 65,161,000, compared to a profit of RMB 33,885,000 in the previous year[8]. - The Group's gross profit for the year was approximately RMB 148,758,000, down 30.9% from the previous year, with a gross profit margin of 14.3%[81]. - Total equity as of December 31, 2024, was RMB 3,279,504,000, an increase from RMB 3,245,634,000 in 2023[85]. - The Group's net current assets were RMB 1,878,500,000, slightly up from RMB 1,855,619,000 in 2023[85]. - As of December 31, 2024, the total debt amounted to RMB 58,003,000, down from RMB 94,136,000 in 2023[86]. - The net debt to equity ratio was approximately zero, indicating a solid financial foundation for further business expansion[86]. - The total reserves and accumulated profits of the Company increased to RMB 3,188,320,000 as of December 31, 2024, from RMB 3,164,782,000 in 2023[103]. - The aggregate amount of distributable reserves of the Company was RMB 1,209,490,000 as of December 31, 2024, compared to RMB 1,192,072,000 in 2023[112]. - The Company does not recommend the payment of any final dividend for the financial year ended December 31, 2024, similar to the previous year[109]. Business Strategy and Operations - The Group plans to expand its international shipping business and has opened a new bauxite shipping route between Turkey and China, signing a long-term shipping agreement[12]. - The Group aims to enhance service standards for integrated services in both Mainland China and international markets, including diversifying into high-end lifestyle products[18]. - The Group will continue to adapt to market demands and improve gross profit margins while reducing expenses[11]. - The Group's strategy includes maintaining a customer-oriented approach and ensuring safe navigation for shipping operations[12]. - The Group anticipates that the momentum of Mainland China's economic development will continue to strengthen, supporting long-term growth[16]. - The Group's high-end consuming accessories business experienced a slight decline in sales, but profits improved significantly compared to the same period last year[36]. - The Group plans to build a bulk cargo transshipment logistics park in Mexico to serve large-scale enterprises in China, integrating customs clearance, import, transportation, and warehousing[40]. - The Group's international commodity trading business saw a decrease in trade volume and profit due to weakened demand for iron ore and volatile market prices[40]. - The Group will focus on expanding the manufacturing of high-end consuming accessories and enhancing integrated service standards in both Mainland China and international markets[37]. - The Group successfully developed long-term contracts with well-known large-scale mining, power, and steel enterprises, locking in long-term profits[43]. - The Group's international shipping business focused on global maritime transportation of dry bulk cargo, capitalizing on market volatility to expand its customer base[42]. - The Group aims to enhance its service offerings by diversifying into high-end lifestyle products such as jewelry, cosmetics, and mobile phones[37]. - The Group's strategic direction includes strengthening industrial management and technical R&D to maintain leadership in the industry[39]. - The Group's operational measures led to effective cost reductions while maintaining stability amidst a challenging economic environment[36]. - The Group continues to expand its international bulk shipping business, focusing on the transportation of major commodities such as steel, coal, iron ore, manganese ore, grain, and industrial salt[46]. - The Group successfully developed long-term transportation contracts with major companies including CHN Energy Investment Group and Yancoal Australia Limited, contributing to revenue and profit growth[48]. - The Group opened its first bauxite transportation route between Turkey and China, achieving satisfactory returns from long-term agreements with Turkish companies[48]. - Despite uncertainties in global economic growth and demand from China, the long-term upward trend of the Chinese economy remains unchanged, prompting the Group to enhance its shipping services in China[49]. - The Group aims to broaden its customer base and enhance vessel capacity while maintaining stringent cost control to achieve stable profit growth[49]. Risk Management - The Group's financial risks include market risk and liquidity risk, with ongoing monitoring of foreign exchange positions and interest rates to mitigate potential impacts[61][62]. - The Group's operations may be affected by various risks, including strategy risk and commodity risk, necessitating continuous monitoring and strategic adjustments[50][55]. - The Group actively monitors foreign exchange risks and has adopted a hedging policy for significant foreign exchange risks during the year[90]. Corporate Governance and Shareholder Information - The Company is committed to high standards of corporate governance practices[183]. - The Company has not entered into any significant contracts with controlling shareholders during the year under review[151]. - The Directors have no interests in any competing businesses that require disclosure under the Listing Rules[142]. - The Company has no outstanding share options as of the report date, indicating a lack of recent equity incentives[144]. - The Company emphasizes environmental protection as a key corporate governance priority, implementing measures for energy conservation and environmental management[188]. - The Group employs a total of 1,290 employees as of December 31, 2024, down from 1,467 in 2023[189]. - The largest supplier accounted for 14% of purchases, while the five largest suppliers combined represented 53% of total purchases[199]. - The largest customer contributed 44% of sales, with the five largest customers combined accounting for 82% of total sales[199]. - The Company has maintained good relationships with suppliers and customers, with no significant disputes reported during the year[195]. - The Group implements a standard recruitment system and provides various training programs to enhance employee skills and capabilities[190]. - The Group offers competitive remuneration packages and various incentives to employees, including pension plans and insurance schemes[193]. - A directors' and officers' liability insurance is in place to protect against potential liabilities arising from the Group's activities[149]. Share Capital and Ownership - Mr. Cheung Wing Lun Tony holds 1,365,245,877 shares, representing 31.00% of the issued share capital as of December 31, 2024[172]. - Mr. Zhang Yuping owns 748,902,047 shares, accounting for 17.00% of the issued share capital as of December 31, 2024[172]. - Empire Charm Limited, controlled by Mr. Cheung, holds 1,365,245,877 shares, which is 31.00% of the total issued shares[175]. - Best Growth International Limited, controlled by Mr. Zhang, holds 657,178,447 shares, representing 14.92% of the issued share capital[175]. - The Swatch Group (Hong Kong) Limited holds 437,800,000 shares, which is 9.94% of the issued share capital[175]. - During the year, Mr. Cheung acquired 660,602,843 shares through a voluntary cash partial offer, increasing his total to 1,365,245,877 shares[179]. - The total number of issued shares of the Company as of December 31, 2024, is 4,404,018,959[172]. - The Company has no material contingent liabilities as of December 31, 2024, consistent with the previous year[92].

Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 1,043,555, a decrease of 26.6% compared to RMB 1,421,454 in 2023[2] - Gross profit for the same period was RMB 148,758, down 30.9% from RMB 215,265 in 2023[4] - The company reported a net loss of RMB 55,472 for 2024, compared to a profit of RMB 35,191 in 2023, representing a decline of 257.6%[4] - Shareholders' loss attributable to the company was RMB 65,161, a significant drop of 292.3% from a profit of RMB 33,885 in the previous year[4] - The company reported a pre-tax loss of RMB 46,709,000 for 2024, compared to a profit of RMB 33,238,000 in 2023, indicating a significant decline in performance[38] - Basic loss per share for 2024 was RMB (0.015), compared to earnings of RMB 0.008 per share in 2023, indicating a shift from profit to loss[47] Revenue Breakdown - Revenue from the high-end consumer segment was RMB 688,104,000 in 2024, down from RMB 710,708,000 in 2023, while the commodity trading segment generated RMB 355,451,000, a decrease from RMB 710,746,000[23] - High-end consumer services revenue was RMB 688,104,000, down 3.2% from RMB 710,708,000 in the previous year, accounting for 65.9% of total revenue[69] - Commodity trading revenue fell by 50.0% to RMB 355,451,000 from RMB 710,746,000 in 2023, representing 34.1% of total revenue[68] Assets and Liabilities - The company's total assets decreased slightly to RMB 3,307,218 from RMB 3,284,426 in 2023[8] - Current assets amounted to approximately RMB 2,105,424,000, down from RMB 2,170,351,000 in 2023, with cash and cash equivalents at RMB 1,266,636,000[78] - Current liabilities were approximately RMB 226,924,000, a decrease from RMB 314,732,000 in 2023, with bank loans at RMB 45,953,000[80] - The company's net debt-to-equity ratio was approximately zero, indicating a strong financial position[74] Income and Expenses - Other income increased to RMB 66,384 from RMB 47,299, marking a growth of 40.5%[4] - The net loss from other expenses was RMB 26,427,000 in 2024, compared to a loss of RMB 6,394,000 in 2023, indicating increased financial challenges[32] - Employee costs increased to RMB 110,891,000 in 2024 from RMB 104,321,000 in 2023, reflecting a rise of approximately 6%[34] - The total tax expense for 2024 was RMB 8,763,000, compared to a tax credit of RMB 1,953,000 in 2023, showing a reversal in tax position[36] Equity and Share Capital - The company’s equity attributable to shareholders increased to RMB 3,209,574 from RMB 3,186,036, reflecting a growth of 0.7%[8] - Total equity as of December 31, 2024, reached RMB 3,279,504,000, an increase from RMB 3,245,634,000 in 2023[73] - The company’s total issued share capital remained unchanged at 4,404,018,959 shares for both 2024 and 2023[45] Strategic Focus and Operations - The group continues to focus on high-end consumer products and international commodity trading as its main business segments[15] - The group operates primarily in three economic regions: Mainland China, Hong Kong, and Taiwan/Malaysia, with significant revenue contributions from these areas[28] - The group plans to enhance production of high-end consumer products and expand collaboration with brand partners and international peers[88] - The international commodity trading business saw a decrease in trade volume and profits due to fluctuating market prices and demand[90] - A logistics park for bulk goods is planned to be established in Mexico to support large Chinese enterprises[90] Governance and Compliance - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange listing rules and believes it has complied with the code provisions during the review year, except for the separation of the roles of Chairman and CEO[99] - The board has proposed amendments to the company's Articles of Association to reflect the expansion of a paperless listing system and allow shareholders to participate in meetings electronically[100]

Financial Performance - For the six months ended June 30, 2024, the Group recorded revenue of RMB580,361,000, a year-on-year decrease of 14.1% compared to RMB675,621,000 for the same period in 2023[3]. - The Group achieved a net profit of RMB499,000 for the first half of 2024, recovering from a loss of RMB8,799,000 in the same period of 2023[3]. - Loss attributable to equity shareholders was RMB2,504,000, compared to a loss of RMB1,985,000 in the previous year, primarily due to increased depreciation expenses and foreign exchange losses[5]. - The Group's gross profit for the period was approximately RMB95,363,000, down 8.4% from RMB104,110,000, while the gross profit margin improved to 16.4% from 15.4%[17]. - The Group recorded a profit of RMB499,000, a significant turnaround from a loss of RMB8,799,000 in the same period last year, marking a year-on-year increase of 105.7%[17]. - Total comprehensive income for the period amounted to RMB 73,217,000, compared to RMB 82,716,000 in the same period of 2023[70]. - The Company incurred a loss from operations of RMB 17,220,000, compared to a loss of RMB 14,888,000 in the prior year[67]. - Profit before taxation was RMB 6,575,000, a significant improvement from a loss of RMB 7,170,000 in the same period last year[67]. Revenue Breakdown - The high-end consuming accessories business generated revenue of RMB352,339,000, representing an 11.2% year-on-year increase from RMB316,992,000[3]. - The international commodity trading business saw revenue decline to RMB228,022,000, a 36.4% decrease from RMB358,629,000 in the previous year[3]. - Revenue from the manufacturing of watch accessories for the six months ended June 30, 2024, was RMB 165,769,000, a decrease of 9.1% from RMB 183,070,000 in the same period of 2023[99]. - Revenue from the provision of shop design and decoration services increased to RMB 186,570,000, up 39.3% from RMB 133,922,000 in the prior year[99]. - Revenue from Mainland China accounted for RMB 500,220,000, an increase of 2.3% from RMB 490,568,000 in the previous year[99]. - Revenue from Hong Kong was RMB 81,582,000, a significant decrease of 56.3% from RMB 186,537,000 in the same period of 2023[99]. Assets and Liabilities - As of June 30, 2024, total equity was RMB3,323,755,000, up from RMB3,245,634,000 at the end of 2023[18]. - The net current assets increased to RMB1,885,058,000 from RMB1,855,619,000 as of December 31, 2023[18]. - The Group's total debt was RMB96,534,000, with a net debt to equity ratio of zero, indicating a solid financial foundation for future expansion[18]. - The Group's current liabilities were approximately RMB300,266,000 as of June 30, 2024, down from RMB314,732,000 as of December 31, 2023[25]. - Total assets amounted to RMB 2,185,324,000, a slight increase from RMB 2,170,351,000 as of December 31, 2023, reflecting a growth of approximately 0.69%[72]. - Total trade payables as of June 30, 2024, were RMB 116,414,000, down from RMB 144,580,000 as of December 31, 2023, reflecting a decrease of about 19.5%[132]. Strategic Initiatives - The Group plans to expand its international shipping business and strengthen its position in the international shipping supply chain in the second half of the year[7]. - The Group will adapt to market demands by enhancing integrated services for commercial spaces and diversifying into high-end lifestyle products such as jewelry and cosmetics[9]. - The Group's business strategy includes expanding new customer bases and developing new products while enhancing technological innovation[28]. - The Group plans to build a bulk cargo transshipment logistics park in Mexico to serve large-scale enterprises in China[32]. - The Group aims to enhance integrated service standards for commercial spaces in both Mainland China and international markets[42]. Market and Economic Outlook - The Group remains committed to a principle of "sound, steady, and long-term operations" amidst a complex economic environment[2]. - The economic recovery in Mainland China is evident, although structural adjustments present ongoing challenges[40]. - The Group's future outlook remains positive, with expectations for continued economic growth momentum in China[40]. Shareholder Information - Mr. Zhang Yuping holds 748,902,047 shares, representing approximately 17.00% of the issued share capital as of June 30, 2024[46]. - Mr. Cheung Wing Lun Tony owns 704,643,034 shares, accounting for approximately 16.00% of the issued share capital as of June 30, 2024[46]. - The total issued shares of the Company as of June 30, 2024, is 4,404,018,959[49]. - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2024[51]. Corporate Governance and Compliance - The Company has adopted the Corporate Governance Code and believes it complied with the code during the period under review, ensuring a balance of power and scientific decision-making[60]. - The audit committee and the Board have completed their annual review of the risk management and internal control systems, finding them effective and adequate[61]. - The Company maintained compliance with the Model Code for Securities Transactions by Directors, confirming adherence by all directors[63]. Environmental and Social Responsibility - The Group emphasizes environmental protection as a top priority, ensuring all products meet national quality standards and pollutant emissions comply with regulations[40]. - The Group actively participates in public welfare activities, contributing to education, medical care, and sports[40]. - The board of directors emphasized the importance of sustainability initiatives, committing to reduce carbon emissions by 25% by 2025[156].

Financial Performance - Revenue for the six months ended June 30, 2024, was RMB 580,361 thousand, a decrease of 14.1% compared to RMB 675,621 thousand in the same period of 2023[1] - The company reported a profit of RMB 499 thousand, a significant recovery from a loss of RMB 8,799 thousand in the same period last year, representing a 105.7% improvement[2] - Other income increased to RMB 33,322 thousand from RMB 23,346 thousand, reflecting a growth of 42.8% year-on-year[2] - Gross profit for the reporting segments totaled RMB 95,363,000, a decrease of 8.4% from RMB 104,110,000 in the prior year[16] - The company reported a net profit before tax of RMB 6,575,000, compared to a loss of RMB 7,170,000 in the same period last year[16] - The high-end consumer services segment generated revenue of RMB 352,339,000, an increase of 11.2% year-over-year, while commodity trading revenue fell by 36.4% to RMB 228,022,000[41] Assets and Liabilities - Total assets as of June 30, 2024, amounted to RMB 3,356,281 thousand, compared to RMB 3,284,426 thousand at the end of 2023, indicating a growth of 2.2%[4] - Non-current liabilities decreased to RMB 32,526 thousand from RMB 38,792 thousand, a reduction of 16.1%[5] - The company’s equity attributable to shareholders increased to RMB 3,256,254 thousand from RMB 3,186,036 thousand, reflecting a growth of 2.2%[5] - The company's total liabilities amounted to RMB 96,534,000 as of June 30, 2024, with a net debt-to-equity ratio of zero, indicating a solid financial foundation for future expansion[44] Cash Flow and Investments - Cash and cash equivalents increased to RMB 1,060,434 thousand from RMB 990,815 thousand, marking a rise of 7.0%[6] - The company experienced a net cash outflow from operating activities of RMB 80,420 thousand, contrasting with a net inflow of RMB 134,350 thousand in the previous year[6] - The acquisition of property and machinery amounted to RMB 35,083,000 for the six months ended June 30, 2024, compared to RMB 30,136,000 in 2023, indicating an increase of approximately 16%[26] Employee and Operational Metrics - As of June 30, 2024, the company employed a total of 1,409 staff across mainland China, Hong Kong, Macau, Taiwan, and Malaysia, a decrease from 1,453 staff as of June 30, 2023[57] - Employee costs for the review period amounted to RMB 110,651,000, compared to RMB 102,981,000 for the six months ending June 30, 2023, reflecting an increase of approximately 7.3%[57] Market and Business Strategy - The high-end consumer service business showed significant revenue and profit growth compared to the same period last year, driven by innovation and expansion of new customer bases[53] - The international commodity trading business experienced a decline in sales and profits due to falling prices and reduced customer purchasing willingness, but still maintained positive earnings[54] - The group plans to build a logistics hub in Mexico to facilitate the import and transportation of bulk commodities to China[54] - The group aims to enhance its high-end consumer product production and expand into jewelry, cosmetics, and mobile phone sectors in the second half of the year[53] Corporate Governance and Shareholder Matters - The company did not declare an interim dividend for the six months ended June 30, 2024, consistent with the previous year[37] - The board of directors does not recommend the payment of an interim dividend for the six months ending June 30, 2024, consistent with the previous period[60] - The company has adhered to the corporate governance code, ensuring transparency and protecting shareholder interests[64] Risk Management - The company actively monitors foreign exchange risks and has implemented hedging policies for significant currency exposures[45] Accounting and Reporting - The company did not adopt any new accounting standards or interpretations that would significantly impact the financial reporting for the current period[8] - No significant events affecting the group occurred after the review period up to the announcement date[65]

Financial Performance - For the year ended December 31, 2023, the Group recorded revenue of RMB 1,421,454,000, representing a year-on-year increase of 12.9% compared to RMB 1,259,579,000 in 2022[9]. - The high-end consuming accessories business generated revenue of RMB 710,708,000, a year-on-year increase of 12.8% from RMB 630,330,000 in 2022[9]. - The international commodity trading segment saw revenue rise to RMB 710,746,000, marking a significant year-on-year increase of 73.8% from RMB 408,956,000 in 2022[9]. - The Group achieved a net profit of RMB 35,191,000, a turnaround from a loss of RMB 88,139,000 in 2022, with profit attributable to equity shareholders amounting to RMB 33,885,000 compared to a loss of RMB 80,022,000 in the previous year[9]. - The Group's gross profit for the year was approximately RMB 215,265,000, representing a year-on-year increase of 128.6%[89]. - Gross profit margin improved to approximately 15.1%, an increase of 7.6 percentage points year-on-year[89]. - The Group recorded a profit of RMB 35,191,000 for the year, a turnaround from a loss of RMB 88,139,000 in the previous year, representing a year-on-year increase of 139.9%[90]. - Profit attributable to equity shareholders was RMB 33,885,000, compared to a loss of RMB 80,022,000 in the previous year, reflecting a year-on-year increase of 142.3%[90]. Business Strategy and Expansion - The Group plans to continue expanding its international shipping business and aims to strengthen its position in the international shipping supply chain[19]. - The Group will adapt to market demands by enhancing service standards for integrated services in both Mainland China and international markets[20]. - The manufacturing of high-end accessories will be adjusted to include diversified business activities in high-end lifestyle products such as jewelry, cosmetics, and mobile phones[20]. - The Group plans to expand its business into high-end lifestyle products such as jewelry, cosmetics, and mobile phones, while also enhancing living space beautification services[39]. - The Group aims to enhance its integrated services for commercial space in both Mainland China and international markets[39]. - The Group's focus on international commodity trading and related supply chain services highlights its strategic expansion into global markets[123][127]. Operational Improvements - The improvement in profitability was primarily due to enhanced gross profit margins and a significant reduction in inventory provisions and operating expenses following the discontinuation of the watch business[9]. - The Group's international shipping business focuses on global maritime transportation of dry bulk cargo, including steel, coal, and iron ore[45]. - The shipping business revenue increased significantly, outperforming the overall shipping market, contributing positively to the Group's operations despite a decrease in overall profits[51]. - The Group will continue to adapt its business models in response to market changes and strengthen industrial management and technical R&D[39]. Risk Management - The Group's operations are subject to various risks, including market, commodity, and operational risks, which could impact financial performance[53][66]. - The Group maintains good relationships with international brand suppliers to mitigate risks associated with reliance on any single supplier[59]. - The Group actively monitors cash flow and maintains adequate capital to manage liquidity risks and ensure operational stability[68]. - The Group emphasizes the importance of recruiting skilled personnel to support corporate development amidst intense competition in the industry[69]. - The Group actively monitors foreign exchange risks and plans to adopt a hedging policy for significant risks[100]. Share Capital and Dividends - The Company does not recommend the payment of any final dividend for the financial year ended December 31, 2023, consistent with the previous year where no dividend was paid[126][131]. - As of December 31, 2023, the issued share capital of the Company remained unchanged at 4,404,018,959 shares, the same as the previous year[135][139]. - The total number of issued shares of the Company as of December 31, 2023, is 4,404,018,959[192]. - The Board retains the discretion to review and modify the dividend policy based on the Group's operational and capital requirements, indicating a responsive approach to financial management[125][130]. Share Option Scheme - The Share Award Scheme allows for the award of shares without requiring payment from participants, with a maximum of 0.5% of the issued share capital being awarded to any selected participant in a 12-month period[143][148]. - The Share Option Scheme has a remaining life of approximately two years as of the date of this annual report, having been adopted on May 15, 2015[154]. - The total number of shares available for issue under the Share Option Scheme was 478,437,095 shares, representing 10.86% of the total issued shares[160]. - No options were granted during the year under review, similar to 2022[160]. Corporate Governance - The Group's core values focus on respect, commitment, cooperation, and innovation, which support its corporate governance and social responsibility efforts[14]. - Directors are indemnified against actions, costs, and expenses incurred in the execution of their duties[168]. - A directors' and officers' liability insurance is in place to protect against potential liabilities arising from the Group's activities[169]. - There were no significant contracts between the Company or its subsidiaries and the controlling shareholder during the year under review[171].

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 1,421,454 thousand, representing a 36.8% increase compared to RMB 1,039,286 thousand in 2022[2] - Gross profit increased by 74.2% to RMB 215,265 thousand from RMB 123,593 thousand year-over-year[4] - Profit from continuing operations reached RMB 35,191 thousand, a significant turnaround from a loss of RMB 34,670 thousand in the previous year, marking a 201.5% improvement[4] - The company reported a profit attributable to shareholders of RMB 33,885 thousand, compared to a loss of RMB 80,022 thousand in 2022, reflecting a 142.3% increase[4] - Total comprehensive income for the year was RMB 25,800 thousand, compared to a loss of RMB 36,037 thousand in the previous year[10] - Total revenue for 2023 reached RMB 1,421,454 thousand, a 12.9% increase from RMB 1,259,579 thousand in 2022[30] - Gross profit for continuing operations was RMB 215,265 thousand, up 74.4% from RMB 123,593 thousand in the previous year[30] - The company reported a net loss of RMB 6,394 thousand from other losses, significantly improved from a loss of RMB 71,691 thousand in 2022[36] - Interest income from continuing operations rose to RMB 34,227 thousand, compared to RMB 15,377 thousand in the prior year, marking a 122.5% increase[35] - The company recorded a profit of RMB 35,191,000 for the year, a turnaround from a loss of RMB 88,139,000 in 2022, representing a 139.9% increase year-over-year[81] Asset and Liability Management - Non-current assets increased to RMB 1,428,807 thousand from RMB 1,186,735 thousand, indicating growth in the company's asset base[12] - The company's cash and cash equivalents decreased to RMB 990,815 thousand from RMB 1,050,187 thousand year-over-year[12] - The net asset value increased to RMB 3,245,634 thousand from RMB 3,219,834 thousand, showing a stable financial position[13] - Total assets as of 2023 amounted to RMB 3,599,158 thousand, an increase from RMB 3,525,795 thousand in 2022[30] - Total equity as of December 31, 2023, was RMB 3,245,634,000, slightly up from RMB 3,219,834,000 in 2022, while net current assets decreased to RMB 1,855,619,000 from RMB 2,064,563,000[82] - The company maintained a zero net debt to equity ratio, with total liabilities of RMB 94,136,000 as of December 31, 2023, compared to RMB 81,721,000 in 2022[83] - As of December 31, 2023, the group's current assets amounted to approximately RMB 2,170,351,000, a decrease from RMB 2,339,060,000 in 2022[87] - The group's current liabilities were approximately RMB 314,732,000 as of December 31, 2023, compared to RMB 274,497,000 in 2022, indicating an increase of about 14.7%[89] Segment Performance - The company identified three reporting segments: high-end consumer accessories, commodity trading, and watch trading, with a focus on resource allocation and performance evaluation[23] - The company's revenue from external customers in the high-end consumer accessories segment reached RMB 710.7 million in 2023, up from RMB 630.3 million in 2022, representing a growth of approximately 12.2%[28] - The total reported segment revenue for 2023 was RMB 1,642.8 million, compared to RMB 1,410.2 million in 2022, indicating an increase of about 16.4%[28] - The gross profit for the high-end consumer accessories segment was RMB 130.2 million in 2023, compared to RMB 98.5 million in 2022, reflecting a growth of approximately 32.2%[28] - The commodity trading segment generated revenue of RMB 710.7 million in 2023, significantly higher than RMB 409.0 million in 2022, marking an increase of around 73.7%[28] - The total inter-segment revenue for 2023 was RMB 221.3 million, compared to RMB 150.6 million in 2022, showing a growth of approximately 47.0%[28] - The company ended its watch business, resulting in zero revenue from this segment in 2023, compared to RMB 220,293,000 in 2022[79] Inventory and Receivables - Inventory as of December 31, 2023, was RMB 258,115 thousand, up from RMB 237,768 thousand in 2022[12] - Total inventory costs increased to RMB 1,206,189,000 in 2023 from RMB 915,693,000 in 2022, reflecting a rise of approximately 31.6%[40] - Trade receivables, net of impairment provisions, amount to RMB 338,540,000 in 2023, slightly down from RMB 342,832,000 in 2022[67] - Trade receivables at the end of the reporting period totaled RMB 338,540,000, slightly down from RMB 342,832,000 in 2022, with a notable increase in receivables overdue by more than 12 months[68] Future Outlook and Strategy - The expected annual average sales growth rate is projected between 1% to 13% for the current year, down from 10% to 35% in the previous year[59] - The group plans to enhance its production of high-end consumer products and expand its integrated service offerings in commercial space[97] - The group aims to pursue limited diversification into high-end consumer goods sectors such as jewelry and cosmetics, enhancing its role in the global high-end consumer ecosystem[97] - The company aims to strengthen its position in the international shipping supply chain, focusing on continuous growth in international trade despite a complex economic environment[103] - The company plans to enhance its integrated service level in commercial space, targeting both domestic and international markets[103] - The company will adjust the production of high-end watch accessories and expand into high-end consumer products such as jewelry, cosmetics, and mobile phones[103] - The company intends to diversify its business processes while enhancing its service offerings in beautifying both commercial and living spaces[103] Dividends and Shareholder Returns - The company did not declare any dividends for the years ending December 31, 2023, and 2022[50] - The board did not recommend a final dividend for the year ending December 31, 2023, consistent with the previous year[93] - The company has issued a total of 4,404,018,959 shares, unchanged from the previous year[107]

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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，概不對因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 HENGDELI HOLDINGS LIMITED 亨 得 利 控 股 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：3389） 有關截至二零二二年十二月三十一日年度之年報之補充公告 茲提述亨得利控股有限公司（「本公司」）截至二零二二年十二月三十一日止年度之年度報告（「二 零二二年年報」）。 本公司僅此根據香港聯合交易所有限公司證券上市規則第17.07(1)及第17.09條，就本公司於二 零一五年三月二十五日採納之股份獎勵計劃（「股份獎勵計劃」）提供以下額外資料： 有關授出股份獎勵之額外資料 於截至二零二二年十二月三十一日止之年度內，本公司概無根據股份獎勵計劃授出任何獎勵股 份。於二零二二年一月一日及二零二二年十二月三十一日，概無任何根據股份獎勵計劃已授出 但尚未歸屬的獎勵股份。 有關股份獎勵計劃的摘要之額外資料 (1) 計劃的參與人 ...