Group 1 - The company *ST Yazhen (603389.SH) has approved a cash acquisition of 51% equity in Guangxi Zirconium Industry Technology Co., Ltd. for RMB 55.448985 million, based on an assessed total equity value of RMB 108.7235 million as of May 31, 2025, reflecting a 3.44% appreciation over the book value of the asset [1] - The company primarily operates in the mid-to-high-end furniture sector, which has faced growth challenges due to multiple factors including a deep adjustment in the real estate market, fluctuations in raw material prices, and macroeconomic changes [1] - The company is actively seeking new development opportunities to create profit growth points amid significant business growth pressure and industry bottlenecks [1] Group 2 - This transaction aligns with national strategic industrial development trends, aims to protect shareholder interests, and enhances the company's sustainable operational capacity and quality [2] - Following the completion of this transaction, the company's business will expand into the zirconium-titanium mining sector, which is expected to improve operational conditions and profitability, while diversifying operational risks and achieving a moderate diversification strategy [2]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 亨得利控股有限公司 呈交日期: 2025年8月1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) | 03389 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.005 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.005 | HKD | | 50,000,000 | 本月底法定/註 ...

HENGDELI HOLDINGS LIMITED 亨得利控股有限公司 Please note that both the English and Chinese versions of all future Corporate Communications will be available electronically on the website of the Company at www.hengdeligroup.com and the HKEXnews website at www.hkexnews.hk in place of printed copies. (incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號 : 3389) N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Non-registered holders(Note 1) 31 July 2025 Hengdeli Holdings Limited (t ...

HENGDELI HOLDINGS LIMITED 亨得利控股有限公司 31 July 2025 Hengdeli Holdings Limited (the "Company") – Notice of Publication of Circular, Notice and Proxy Form for the Extraordinary General Meeting (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the website of The Stock Exchange of Hong Kong Limited ("HKEX") at www.hkexnews.hk and the Company's website at www.hengdeligroup.com. If you have any diffic ...

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） 將於2025年8月18日舉行之股東特別大會適用之代表委任表格 本人╱吾等 （附註1） 地址為 （附註2） 為亨得利控股有限公司（「本公司」）股本中每股面值0.005港元之股份 股 （附註3） 之登記持有人， 茲委任 （附註4） 股東簽署 （附註6） 日期：2025年 附註： 1. 請以正楷填上 閣下之全名。 2. 請以正楷填上 閣下之地址。 3. 請填上以 閣下名義登記之股份數目，如無填報股份數目，則本代表委任表格將視為與所有以 閣下名義登記之本公司股 本中股份有關。 4. 請填上擬委任代表之全名及地址。如無填上姓名，大會主席將出任 閣下之代表。 5. 重要指示：閣下如欲投票贊成一項決議案，請在該決議案旁之「贊成」欄內填上「✓」號；如欲投票反對一項決議案，則請在 該決議案旁之「反對」欄內填上「✓」號。如無填寫空欄，則 閣下之代表可自行酌情投票。 閣下之代表亦有權就召開大會 通告所述以外，而在大會上正式提呈之任何決議案酌情投票。 6. 本代表委任表格必須由 閣下或 閣下以書面正式授權 ...

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]