Financial Performance - The company reported a revenue of approximately RMB 317.9 million for the fiscal year ending December 31, 2022, representing an increase of about 7.7% compared to the previous year[5]. - For the fiscal year ending December 31, 2022, the company's revenue was approximately RMB 317.9 million, an increase of about 7.7% compared to RMB 295.1 million for the fiscal year ending December 31, 2021[17]. - Revenue from oil product sales increased by approximately 12.0% to about RMB 229.7 million for the fiscal year ending December 31, 2022, driven by increased demand for oil products[19]. - The company's sales cost rose by approximately 10.2% to about RMB 263.8 million for the fiscal year ending December 31, 2022, primarily due to increased sales of oil products[21]. - The overall gross profit decreased by approximately 2.8% to about RMB 54.1 million for the fiscal year ending December 31, 2022[22]. - The overall gross margin declined from approximately 18.9% for the fiscal year ending December 31, 2021, to about 17.0% for the fiscal year ending December 31, 2022[23]. - The company recorded a net loss of approximately RMB 553,000 from other losses for the fiscal year ending December 31, 2022, compared to a net gain of approximately RMB 715,000 for the fiscal year ending December 31, 2021[24]. - The income tax expense decreased by approximately 16.2% to about RMB 11.3 million for the fiscal year ending December 31, 2022, mainly due to the application of a lower withholding tax rate[28]. - The profit attributable to the owners of the company was approximately RMB 17.5 million for the fiscal year ending December 31, 2022, representing an increase of about 37.5% compared to RMB 12.7 million for the fiscal year ending December 31, 2021[29]. Operational Highlights - The total cargo throughput for the fiscal year was approximately 4,164 thousand tons, an increase of about 60 thousand tons or approximately 1.5% from the previous year[11]. - The average handling fee for cargo remained stable compared to the previous year, despite the challenges posed by the COVID-19 pandemic[11]. - The company has successfully strengthened service quality and expanded its customer base by acquiring several new clients during the reporting year[12]. - The company is expanding its sales and marketing department to support the development of its international import trade business in 2023[15]. - The company plans to enhance its corporate image and reputation through a trade framework agreement with Maoming Tianyuan, targeting a major customer for oil products[15]. - The group plans to enhance operational capabilities and efficiency by consolidating and integrating core businesses[47]. - In cargo handling and packaging services, the group aims to broaden its cargo sources and strengthen cost control while deepening customer relationships[47]. - The group is committed to expanding sales in fuel retail, improving marketing strategies, and enhancing customer service to develop the market steadily[47]. Corporate Governance - The company has adhered to the corporate governance code, except for provisions C.2.1 and D.2.5, which relate to the separation of roles between the Chairman and the CEO, and the establishment of an internal audit function respectively[76]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors as of December 31, 2022[82]. - The company has implemented appropriate measures to fulfill internal audit functions, including hiring external consultants for internal reviews[77]. - The board is responsible for leading and monitoring the company's business performance and approving major financing and investment proposals[81]. - The company has a structured governance policy that includes regular reviews of its governance practices and compliance with legal and regulatory requirements[81]. - The company has established formal arrangements for financial reporting and internal control principles to ensure compliance with listing rules and relevant laws[77]. - The board has established three committees: the remuneration committee, the nomination committee, and the audit committee, with most members being independent non-executive directors[96]. - The company has confirmed compliance with corporate governance codes and policies[104]. Environmental, Social, and Governance (ESG) Initiatives - The company has adhered to all "comply or explain" provisions of the Environmental, Social, and Governance reporting guidelines during the reporting period[145]. - The board of directors is responsible for leading and supervising environmental, social, and governance matters, ensuring the group captures opportunities and manages risks related to sustainable development[151]. - The group has established an environmental, social, and governance working group to enhance the effectiveness of sustainable development governance[151]. - The group reported emissions of 21.22 kg of nitrogen oxides, 7.45 kg of sulfur oxides, and 1.95 kg of particulate matter from its operations[163]. - The total greenhouse gas emissions for the group in 2022 amounted to 2,479.29 tons of CO2 equivalent, with a density of 0.60 tons of CO2 equivalent per thousand tons of total cargo throughput[165]. - The group aims to reduce total greenhouse gas emissions by 3% annually per thousand tons of total cargo throughput over the next 10 years[174]. - The group has implemented measures to reduce emissions, including the purchase and rental of new electric vehicles for operations[173]. - The group has engaged external consultants to assess environmental risks associated with terminal operations, aiming to reduce overall environmental impact[190]. Workforce and Employment Practices - The group employed 236 employees as of December 31, 2022, down from 247 employees as of December 31, 2021[38]. - The total employee cost for the year ended December 31, 2022, was approximately RMB 28.0 million, an increase from RMB 26.9 million for the year ended December 31, 2021, primarily due to salary and bonus increases[38]. - The employee turnover rate during the reporting period was 9%, with 20 employees leaving the company[200]. - Female employees accounted for 17% of the total workforce in 2022, up from 16% in 2021, while male employees decreased from 84% to 83%[198]. - The group has maintained compliance with various labor laws and regulations, including the Labor Law of the People's Republic of China[198]. - The group has not reported any significant violations related to employment practices during the reporting period[198]. Future Outlook and Strategic Plans - The company plans to expand its international import trade business in 2023, aiming to diversify its revenue sources and enhance overall earnings[7]. - The company has set a revenue guidance of HKD 1.5 billion for the next fiscal year, indicating a growth target of 25%[60]. - New product launches are expected to contribute an additional HKD 300 million in revenue, with a focus on eco-friendly technologies[60]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by 2025[60]. - A strategic acquisition of a local competitor is anticipated to enhance operational efficiency and increase market penetration by 15%[60].

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，並明確表示不會就因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 TIAN YUAN GROUP HOLDINGS LIMITED 天源集團控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：6119） 截至二零二二年十二月三十一日止年度之年度業績公告 財務摘要 • 截至二零二二年十二月三十一日止年度的收益較截至二零二一年十二月 三十一日止年度約人民幣295.1百萬元增加約7.7%或約人民幣22.8百萬元 至約人民幣317.9百萬元。 • 截至二零二二年十二月三十一日止年度的毛利較截至二零二一年十二月 三十一日止年度約人民幣55.7百萬元減少約2.8%或約人民幣1.5百萬元至 約人民幣54.1百萬元。 • 截至二零二二年十二月三十一日止年度的本公司擁有人應佔溢利較截至 二零二一年十二月三十一日止年度約人民幣12.7百萬元增加約37.5%或約 人民幣4.8百萬元至約人民幣17.5百萬元。 ...

Financial Performance - For the six months ended June 30, 2022, the total cargo throughput was approximately 2,361,000 tons, an increase of about 330,000 tons or 16.2% compared to the same period last year[11]. - Revenue for the six months ended June 30, 2022, was approximately RMB 132.2 million, a decrease of about 33.5% compared to RMB 198.8 million in the same period last year[15]. - The revenue from handling services increased by approximately 17.8% to about RMB 49.6 million, driven by higher demand for coal, oil products, and grain[17]. - The revenue from oil product sales decreased by approximately 47.5% to about RMB 81.9 million, primarily due to a decline in demand attributed to price fluctuations[18]. - The overall gross profit increased by approximately 10.3% to about RMB 32.0 million, with the gross profit margin rising from approximately 14.6% to about 24.2%[22]. - The gross profit margin for the cargo handling and ancillary services segment was approximately 55.1%, up from about 53.3% in the same period last year[23]. - The profit attributable to the owners of the company for the six months ended June 30, 2022, was approximately RMB 10.6 million, an increase from approximately RMB 9.6 million for the same period in 2021, driven by improved gross margins and reduced finance costs[28]. - Net profit for the period was RMB 15,483 thousand, representing a 14.5% increase from RMB 13,525 thousand in the same period last year[70]. - Basic and diluted earnings per share increased to RMB 0.018, up from RMB 0.016 in 2021[70]. Costs and Expenses - The sales cost decreased by approximately 40.9% to about RMB 100.3 million, mainly due to lower costs associated with oil product sales[19]. - Selling and administrative expenses increased slightly from approximately RMB 7.4 million to about RMB 7.5 million[24]. - Income tax expenses increased by approximately 26.1% to about RMB 7.5 million for the six months ended June 30, 2022, from approximately RMB 5.9 million for the same period in 2021, mainly due to higher taxable profits[27]. - The total employee costs for the six months ended June 30, 2022, were approximately RMB 13.4 million, an increase from approximately RMB 11.7 million for the same period in 2021, mainly due to higher performance bonuses and other incentives[41]. - Administrative and selling expenses for the period were RMB (7,480) thousand, impacting overall profitability[107]. Assets and Liabilities - As of June 30, 2022, the group's current assets net value was approximately RMB 132.5 million, down from approximately RMB 135.0 million as of December 31, 2021[31]. - The total assets as of June 30, 2022, were RMB 372,880 thousand, a decrease from RMB 383,515 thousand at the end of 2021[73]. - Total liabilities decreased to RMB 24,866 thousand from RMB 29,984 thousand at the end of 2021[76]. - The company's interest-bearing borrowings were approximately RMB 5.7 million as of June 30, 2022, unchanged from December 31, 2021, with a debt-to-equity ratio of approximately 1.9%[33]. - The total value of trade and other receivables was RMB 15,917,000 as of June 30, 2022, up from RMB 12,727,000 as of December 31, 2021[161]. - The total trade and other payables and accrued expenses amounted to RMB 9,140,000, down 24.4% from RMB 12,109,000 as of December 31, 2021[171]. Cash Flow - Operating cash flow for the six months ended June 30, 2022, was RMB (13,551) thousand, a decrease from RMB 24,175 thousand in the same period of 2021, representing a decline of approximately 156%[82]. - Net cash used in operating activities was RMB (22,627) thousand, compared to RMB 14,948 thousand in the previous year, indicating a significant increase in cash outflow[82]. - Cash and cash equivalents decreased by RMB 50,130 thousand, down from a decrease of RMB 13,829 thousand in the same period last year, reflecting a worsening liquidity position[82]. - The company reported a net cash outflow from investing activities of RMB (6,293) thousand, an improvement from RMB (8,166) thousand in the previous year, indicating better management of investment cash flows[82]. - The company’s total cash flow from financing activities was RMB (21,210) thousand, slightly higher than RMB (20,611) thousand in the previous year, reflecting ongoing financing needs[82]. Shareholder Information - As of June 30, 2022, Mr. Yang Jinming holds 423,000,000 shares, representing approximately 70.5% of the company's equity[54]. - Mr. Yang Fan holds 27,000,000 shares, representing approximately 4.5% of the company's equity[54]. - The company’s issued and fully paid share capital remained at 600,000,000 shares as of June 30, 2022, with a share premium of RMB 163,478,000[169]. Corporate Governance - The audit committee has reviewed the unaudited interim results for the six months ended June 30, 2022, and found that the preparation complies with applicable accounting standards[65]. - The company has confirmed that all directors have fully complied with the standard code of conduct for securities transactions during the reporting period[66]. - The company plans to appoint external consultants in the second half of the year to conduct an internal review as determined by the audit committee[50]. - The board will periodically review the necessity of establishing an internal audit function and may establish an internal audit team if needed[50]. Future Outlook - The company plans to continue expanding its sales of oil products and improve marketing strategies and customer service in the second half of the year[46]. - The company has no significant investments or capital asset plans other than those disclosed in the interim report as of June 30, 2022[44].

Financial Performance - The company reported total revenue of approximately RMB 295.1 million for the year ended December 31, 2021, representing an increase of about 70.1% compared to RMB 173.5 million for the year ended December 31, 2020[18]. - Revenue from oil product sales increased significantly by 181.0% to RMB 205.2 million, accounting for approximately 70.7% of total revenue[16][20]. - Handling service revenue decreased by approximately 11.9% to about RMB 85.1 million, attributed to reduced demand leading to lower cargo throughput[20]. - Rental income decreased by 38.0% to RMB 1.4 million, while service income increased by 109.1% to RMB 3.3 million[20]. - Overall gross profit decreased by approximately 9.2% to about RMB 55.7 million for the year ended December 31, 2021[25]. - The overall gross margin declined from approximately 35.3% to about 18.9% for the year ended December 31, 2021[26]. - The profit attributable to the owners of the company decreased by approximately 38.9% to about RMB 12.7 million for the year ended December 31, 2021[33]. - The net financial cost was approximately RMB 3.3 million for the year ended December 31, 2021, compared to RMB 2.3 million for the previous year[28]. - Sales cost rose by approximately 113.3% to about RMB 239.4 million for the year ended December 31, 2021, attributed to the cost of goods sold for oil products amounting to about RMB 195.5 million[24]. Operational Developments - The total cargo throughput was approximately 4,104 thousand tons, a decrease of about 12.1% from 4,670 thousand tons in the previous year, primarily due to reduced demand influenced by the ongoing COVID-19 pandemic[15]. - The company plans to construct the second phase of the Zhengyuan Wharf, pending government approval, which will cover an area of approximately 4,410 square meters[9]. - The average handling fee remained stable compared to the previous year, despite fluctuations in the types of cargo processed[15]. - The company has been strengthening service quality and expanding its customer base by adding several new clients during the reporting year[15]. - The company aims to explore new business opportunities to enhance performance and improve shareholder returns as part of its long-term development strategy[10]. Employee and Management Information - As of December 31, 2021, the group employed 247 staff, an increase from 241 staff as of December 31, 2020, resulting in total employee costs of approximately RMB 26.9 million, up from RMB 23.8 million in the previous year, primarily due to increased headcount and social security contributions[43]. - The employee turnover rate for the reporting period was 12.55%, with 29 full-time employees leaving the company[182]. - The company provided a total of 240 training hours for 193 employees during the reporting period[195]. - 100% of senior management received training, while 63% of middle management and 86% of frontline and other employees participated[196]. - The company has increased the disease allowance ratio to retain talent and ensures compensation aligns with market standards[185]. Corporate Governance - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced distribution of power and independent judgment[84]. - The company has adopted the standard code of conduct for securities trading, confirming full compliance by all directors during the reporting year[81]. - The board has established formal arrangements for financial reporting and internal control principles to ensure compliance with listing rules and relevant laws[83]. - The company has not set up an independent internal audit department but has engaged external consultants for internal reviews as part of its risk management strategy[83]. - The board is committed to holding at least four regular meetings annually, with most directors expected to participate in person or via electronic means[90]. Environmental and Social Responsibility - The group is committed to providing employment opportunities in the communities where it operates, fostering a capable workforce, and maintaining a safe working environment[131]. - The total greenhouse gas emissions for the reporting period amounted to 2,344.1 tons of CO2 equivalent, with a density of 0.5712 tons of CO2 equivalent per thousand tons of total cargo throughput[143]. - The company generated a total of 200 tons of hazardous waste during its operations, which includes waste oil from machinery[149]. - The company aims to reduce its total emissions by 3% per ton of total emissions annually over the next 10 years[152]. - The company has established a goal to reduce waste generation by 3% per ton over the next 10 years[153]. Future Outlook - The company aims to strengthen its core business and cautiously seize opportunities for gradual development and expansion, focusing on broadening sources and improving operational efficiency[53]. - The company plans to continue developing new products and technologies while exploring market expansion opportunities[53]. - The group aims to expand its business operations and production capacity, supported by government policies favoring the non-state economy[131].

Financial Performance - Revenue for the six months ended June 30, 2021, was approximately RMB 198.8 million, an increase of about 96.5% compared to RMB 101.2 million in the same period last year[15]. - Revenue for the six months ended June 30, 2021, was RMB 198,759,000, an increase of 96.4% compared to RMB 101,162,000 for the same period in 2020[67]. - Revenue from the sale of oil products increased by approximately 187.3% to about RMB 155.9 million, driven by rising demand[17]. - The segment revenue from oil product sales was RMB 155,947 thousand for the six months ended June 30, 2021, significantly up from RMB 54,276 thousand in the same period of 2020, marking an increase of approximately 187.5%[110]. - Net profit for the period was RMB 13,525,000, down 15% from RMB 15,894,000 in 2020[67]. - Profit attributable to owners of the company decreased to approximately RMB 9.6 million for the six months ended June 30, 2021, from approximately RMB 11.4 million for the same period in 2020, primarily due to a decline in gross margin and losses from an associated company[29]. - Operating profit decreased to RMB 22,208,000, a decline of 5.1% from RMB 23,398,000 in the previous year[67]. - Basic and diluted earnings per share were RMB 0.016, compared to RMB 0.019 in the same period last year[67]. Costs and Expenses - The overall gross profit decreased by approximately 2.6% to about RMB 29.0 million, with the gross profit margin dropping from approximately 29.4% to 14.6%[21]. - Sales and administrative expenses increased from approximately RMB 6.6 million for the six months ended June 30, 2020, to approximately RMB 7.4 million for the six months ended June 30, 2021, primarily due to increased employee benefits and other expenses[25]. - The sales cost rose approximately 137.8% to about RMB 169.8 million, primarily due to the cost of sold oil products[18]. - Total sales, general, and administrative expenses amounted to RMB 177,163,000 for the six months ended June 30, 2021, compared to RMB 77,957,000 in 2020, reflecting an increase of 127%[112]. - The cost of goods sold for the six months ended June 30, 2021, was RMB 149,803,000, significantly up from RMB 52,385,000 in the same period of 2020, representing an increase of 185%[112]. Assets and Liabilities - Total assets as of June 30, 2021, amounted to RMB 457,172,000, an increase from RMB 448,305,000 at the end of 2020[69]. - Total liabilities increased to RMB 103,101,000 from RMB 87,359,000 at the end of 2020, reflecting a rise of 17.9%[71]. - The group had net current assets of approximately RMB 134.1 million, down from approximately RMB 139.1 million as of December 31, 2020[31]. - The group’s interest-bearing borrowings remained at approximately RMB 45.7 million as of June 30, 2021, with a debt-to-equity ratio of approximately 13.2%, up from 12.8% as of December 31, 2020[32]. - Cash and cash equivalents decreased to RMB 24,972,000 from RMB 38,801,000, a decline of 35.6%[69]. Taxation and Financial Costs - Income tax expenses decreased by approximately 6.5% from approximately RMB 6.3 million for the six months ended June 30, 2020, to approximately RMB 5.9 million for the same period in 2021, mainly due to lower taxable profits[28]. - Net financial costs for the six months ended June 30, 2021, were approximately RMB 1.8 million, compared to approximately RMB 1.2 million for the same period in 2020[26]. Operational Highlights - The company maintained high standards in production safety, environmental protection, and hygiene during the ongoing COVID-19 pandemic[12]. - The company continued to enhance service quality and broaden its customer base during the reporting period[11]. - The company anticipates that the sale of oil products will continue to be the main growth driver for revenue, focusing on operational efficiency and diversifying cargo sources[45]. - The company plans to continue expanding its service offerings and enhancing operational efficiency to drive future growth[99]. Shareholder Information - The board does not recommend the payment of an interim dividend for the six months ended June 30, 2021, consistent with the same period in 2020[42]. - As of June 30, 2021, Mr. Yang Jinming holds 423,000,000 shares, representing 70.5% of the company's equity, through Hanfu Enterprises Limited[52]. - Mr. Yang Fan holds 27,000,000 shares, representing 4.5% of the company's equity, through Fugang Holdings Limited[53]. - The company has adopted a share option scheme, but no options were granted, exercised, cancelled, or lapsed during the reporting period[61]. Audit and Compliance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim results for the six months ending June 30, 2021, and found them to comply with applicable accounting standards[63]. - The company has not established an independent internal audit department but has implemented appropriate measures to fulfill internal audit functions, including compliance with financial reporting and internal control principles[48]. Other Financial Information - The company did not receive any loan proceeds during the reporting period, compared to RMB 20,000,000 in the previous year[76]. - The company had no unrecognized lease liabilities that would result in potential future cash outflows as of June 30, 2021[124]. - The company had capital commitments for property, plant, and equipment of RMB 712,000 as of June 30, 2021, compared to RMB 3,484,000 as of December 31, 2020, reflecting a decrease of 80%[150]. - The company reported a rental expense of RMB 162,000 paid to the controlling shareholder for office space for the six months ended June 30, 2021, compared to RMB 218,000 for the same period in 2020, a decrease of 26%[154].

Financial Performance - For the fiscal year ending December 31, 2020, the company reported revenue of approximately RMB 173.5 million, an increase of about 39.1% compared to RMB 124.7 million for the previous year[24]. - The profit attributable to the owners of the company for the fiscal year was approximately RMB 20.8 million, representing an increase of about 44.0% from the previous year[15]. - The total cargo throughput for the year reached approximately 4,670 thousand tons, an increase of about 17.7% from approximately 3,968 thousand tons in the previous year[21]. - Revenue from oil product sales accounted for approximately 43.0% of the company's total revenue, driven by increased demand[22]. - The revenue from cargo handling services increased by approximately 19.2% to about RMB 96.6 million for the year ended December 31, 2020, compared to RMB 81.0 million in 2019[25]. - Revenue from oil product sales surged by approximately 97.4% to about RMB 73.0 million for the year ended December 31, 2020, compared to RMB 37.0 million in 2019[26]. - The overall gross profit increased by approximately 25.1% to about RMB 61.3 million for the year ended December 31, 2020, compared to RMB 49.0 million in 2019[31]. - The overall gross margin decreased from approximately 39.3% in 2019 to about 35.3% in 2020[32]. - The net financial costs increased to approximately RMB 2.3 million for the year ended December 31, 2020, compared to RMB 1.5 million in 2019[34]. - The proposed final dividend for the year ended December 31, 2020, is RMB 0.034 per share, totaling approximately RMB 20.4 million based on 600 million shares issued[58]. Operational Developments - The company completed the testing and trial phase of the new Zhengyuan Terminal, which is expected to be a significant growth driver for future cargo throughput[15]. - The company established a joint venture to invest in warehouse facilities and international trade of oil products in Zhanjiang, China, aiming to enhance diversification and profitability[16]. - The group anticipates steady growth in cargo throughput following the successful trial operation of the new phase of Zhengyuan Terminal, driven by economic stimulus measures and expected economic growth in China[65]. - The group plans to enhance its oil product supply and sales, which are expected to become a major growth driver for revenue[65]. - The joint venture's investment in warehouse facilities and international trade of oil products in Zhanjiang, China, is expected to become a new growth point for the group[65]. - The company is exploring opportunities to expand its cargo handling capacity in response to market trends[65]. Environmental and Sustainability Efforts - The total greenhouse gas emissions for the reporting year amounted to 2,557.59 tons of CO2 equivalent, with a density of 0.55 tons of CO2 equivalent per 1,000 tons of total cargo throughput[173]. - Scope 1 emissions from fuel combustion included 1,121.59 tons from diesel and 14.81 tons from liquefied petroleum gas, representing 49% of total emissions[173]. - Scope 2 emissions from purchased electricity accounted for 1,233.56 tons, which is 48% of total emissions[173]. - The company has identified five key areas for improvement in its environmental, social, and governance (ESG) performance, including waste and wastewater management, occupational health and safety, customer service, sustainable development, and anti-corruption[165]. - The company aims to enhance communication with stakeholders to improve economic efficiency while managing ESG-related risks[165]. - The company is committed to promoting environmentally friendly and efficient terminal operations, considering the development of relevant policies in the future[184]. - The group is committed to reducing greenhouse gas emissions, recognizing that electricity consumption is a major contributor to its carbon footprint[199]. Corporate Governance - The company has been managed by its founder, Mr. Yang Jinming, for over 14 years, who also serves as the Chairman and CEO[67]. - The management team has extensive experience, with Mr. Ding Fuxing, the General Manager, having over 25 years in corporate management[84]. - The company emphasizes the importance of compliance and corporate governance, with dedicated roles for monitoring financial and regulatory matters[76]. - The board includes members with significant experience in banking and finance, enhancing the company's financial oversight capabilities[80]. - The company has adopted a standard code of conduct for securities trading, confirming compliance throughout the reporting year[95]. - The board has established three defined committees: the remuneration committee, the nomination committee, and the audit committee, with most members being independent non-executive directors[114]. - The company ensures timely public disclosure of inside information, adhering to the Securities and Futures Ordinance and listing rules[149]. Employee and Management Information - As of December 31, 2020, the group employed 241 employees, with total employee costs approximately RMB 23.8 million, a slight decrease from RMB 24.0 million in 2019[51]. - The company secretary has confirmed that he has received no less than 15 hours of relevant professional training during the year ended December 31, 2020[151]. - Each director is required to retire at least once every three years, with one-third of the directors retiring at each annual general meeting[138]. - The company has established a service agreement with each director for a term of three years, subject to renewal[138].

2) 天源集團控股有限公司 TIAN YUAN GROUP HOLDINGS LIMITED (於開曼群島註冊成立的有限公司) 股份代號：6119 8 中期報告 2020 目錄 | --- | --- | |--------------------------|-------| | | | | 公司資料 | | | 管理層討論與分析 | | | 企業管治及其他資料 | | | 中期簡明綜合全面收益表 | | | 中期簡明綜合資產負債表 | | | 中期簡明綜合權益變動表 | | | 中期簡明綜合現金流量表 | | | 中期簡明綜合財務資料附註 | | 2 4 10 14 15 17 18 19 公司資料 九龍灣 宏光道1號 億京中心B座 29樓C室 | --- | --- | |-------------------------------|--------------------------------------------------| | | | | 董事 | 公司網站 | | 執行董事 | www.tianyuangroupholdings.com | | 楊金明先生 （主席兼行政總裁） | （附註 ...

Financial Performance - For the year ended December 31, 2019, the company recorded revenue of approximately RMB 124.7 million, an increase of about 51.4% compared to RMB 82.4 million for the year ended December 31, 2018[24]. - The profit attributable to the owners of the company for the year ended December 31, 2019, was approximately RMB 14.5 million, representing an increase of about 147.1% compared to the previous year[14]. - The revenue from handling services increased by approximately 5.1% to about RMB 81.0 million for the year ended December 31, 2019, primarily due to increased revenue from handling asphalt, coal, and other goods[26]. - Rental income decreased by approximately 4.6% to about RMB 5.1 million for the year ended December 31, 2019, mainly because several oil tanks were used as inventory warehouses and were not leased in the second half of 2019[27]. - The group generated revenue of approximately RMB 1.6 million from product procurement services for the year ended December 31, 2019[28]. - Overall gross profit increased by approximately 1.8% to about RMB 49.0 million for the year ended December 31, 2019, while the overall gross margin decreased from approximately 58.4% to about 39.3%[32][33]. - The gross margin for the oil products sales segment was approximately 6.8% for the year ended December 31, 2019[34]. - The net profit attributable to the company's owners was approximately RMB 14.5 million for the year ended December 31, 2019, representing a decrease of approximately 21.5% compared to the previous year[41]. - As of December 31, 2019, the group recorded a net current asset value of approximately RMB 144.4 million, down from approximately RMB 169.5 million as of December 31, 2018[42]. - The group had interest-bearing borrowings of approximately RMB 20.0 million as of December 31, 2019, with a debt-to-equity ratio of approximately 5.9%[43]. Operational Developments - The total cargo throughput for the year was approximately 3,968 thousand tons, a slight increase of about 27 thousand tons or approximately 0.7% compared to 3,941 thousand tons in the previous year[19]. - The company has completed the construction of the new phase of Zhengyuan Terminal, with testing and trial operations initiated, expected to be a major growth driver for future cargo throughput[14]. - The commissioning and operational period for the new phase of Zhengyuan Terminal has been extended due to certain terminal facilities and loading equipment being unavailable, expected to be completed by December 31, 2020[20]. - The average handling fee for cargo remained stable compared to the previous year, despite the introduction of new cargo types such as steel and iron ore powder[19]. - The company aims to balance higher safety production standards with utilization rates to meet growing safety expectations[19]. - The group anticipates that the supply and sale of oil products will become a significant driver of revenue growth and an important future income source[63]. - The group plans to diversify its business further into international energy trading, petrochemical trading, and investment in domestic storage facilities to broaden revenue sources and enhance capital returns[63]. Corporate Governance - The company has a strong focus on corporate governance, with independent directors overseeing compliance and financial matters[72]. - The management structure includes a clear division of responsibilities among executives, enhancing operational efficiency[82]. - The company has established three defined committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, with a majority of independent non-executive directors in each[113]. - The board emphasized the importance of corporate governance, ensuring compliance with relevant regulations and standards[92]. - The independent non-executive directors are actively contributing to strategic decisions, ensuring diverse perspectives in governance[103]. - The company has appointed PwC as the external auditor for the year ending December 31, 2019, with audit fees amounting to approximately RMB 1.4 million[141]. - The board is committed to ensuring the independence of directors as per the listing rules[135]. - The company has established a written terms of reference for the Audit Committee in accordance with corporate governance codes[131]. Environmental, Social, and Governance (ESG) Initiatives - The group identified five key areas of importance for its environmental, social, and governance (ESG) report: waste and wastewater, occupational health and safety, customer service, environmentally sustainable terminals, and anti-corruption[158]. - Total greenhouse gas emissions for the reporting year amounted to 1,365.24 tons of CO2 equivalent, with a density of 0.34 tons of CO2 equivalent per thousand tons of total cargo throughput[166]. - Energy consumption for the business was 2,472,676 kWh, with an energy density of 623.15 kWh per thousand tons of total cargo throughput[178]. - Water consumption for the reporting year was 118,855 cubic meters, with a density of 29.95 cubic meters per thousand tons of total cargo throughput[180]. - The company has implemented measures to enhance energy efficiency, including the use of electric cranes and energy-saving equipment[181]. - The group has implemented a waste recycling program to minimize overall waste generation and greenhouse gas emissions[188]. - The group conducted an environmental risk assessment to understand its impact on natural resources, aiding in future management measures[187]. Employee and Workforce Management - As of December 31, 2019, the group had a total of 223 employees, all of whom were full-time employees in China[191]. - The overall employee turnover rate for the reporting year was 7%, with 15 employees leaving the company[195]. - The gender distribution of employees was 17% female and 83% male, showing a slight decrease in female representation from 19% in 2018[191]. - There were no reported incidents of work-related fatalities or injuries during the reporting year[198]. - The group provided personal protective equipment (PPE) to all employees based on their job positions, ensuring safety compliance[197]. - The group has established a formal complaint procedure to promote equal opportunities and prevent workplace discrimination[194].

Financial Performance - For the six months ended June 30, 2019, the total cargo throughput was approximately 1,828,000 tons, a decrease of about 277,000 tons or 13.2% compared to the same period in 2018[13]. - Revenue for the six months ended June 30, 2019, was approximately RMB 395.2 million, a decrease of about 6.3% from RMB 421.6 million in the same period of 2018[20]. - The handling service revenue decreased by approximately 5.7% to about RMB 372.3 million, primarily due to reduced revenue from oil products, asphalt, quartz sand, and grain[21]. - Rental income decreased by 14.2% to RMB 2.3 million, mainly due to changes in warehouse usage for temporary storage[22]. - Gross profit for the six months ended June 30, 2019, was approximately RMB 222 million, a decrease of about 16.6% from RMB 266 million in the same period of 2018[24]. - The gross profit margin decreased from approximately 63.1% in the previous year to about 56.2% in 2019[24]. - For the six months ended June 30, 2019, the company's profit attributable to owners was approximately RMB 6.0 million, compared to a loss of approximately RMB 858,000 for the same period in 2018[32]. - Other losses for the six months ended June 30, 2019, amounted to approximately RMB 2.1 million, compared to other income of approximately RMB 737,000 for the same period in 2018[26]. - The company reported revenue of RMB 39,522,000 for the six months ended June 30, 2019, a decrease of 6.1% from RMB 42,157,000 in the same period of 2018[70]. - Gross profit for the same period was RMB 22,192,000, down 16.3% from RMB 26,600,000 year-on-year[70]. - Operating profit increased to RMB 13,320,000, up 35.6% from RMB 9,814,000 in the previous year[70]. - Net profit for the period was RMB 9,016,000, a significant increase from RMB 3,694,000 in the prior year, representing a growth of 143.5%[70]. - Basic and diluted earnings per share were RMB 0.010, compared to a loss of RMB 0.0018 per share in the same period last year[70]. Expenses and Costs - The increase in sales costs was driven by higher employee benefits and depreciation of property, plant, and equipment, rising from approximately RMB 156 million to RMB 173 million, an increase of about 11.4%[23]. - Sales and administrative expenses decreased from approximately RMB 18.2 million for the six months ended June 30, 2018, to approximately RMB 6.8 million for the same period in 2019, primarily due to the absence of one-time listing expenses[27]. - The company's income tax expense decreased by approximately 32.7% to about RMB 4.1 million for the six months ended June 30, 2019, from approximately RMB 6.1 million for the same period in 2018[29]. - The total employee cost for the six months ended June 30, 2019, was approximately RMB 10.4 million, an increase from approximately RMB 8.7 million for the same period in 2018, attributed to an increase in employee numbers and salaries[40]. - Total sales and administrative expenses amounted to RMB 24,096,000, a decrease of 28.8% from RMB 33,779,000 in the previous period[119]. - The income tax expense for the company was RMB 4,119,000 for the six months ended June 30, 2019, down from RMB 6,099,000 in the same period of 2018, indicating a reduction in tax liabilities[123]. - The company incurred professional service expenses of RMB 766,000, which were not present in the previous period, indicating new strategic investments[119]. - The depreciation of property, plant, and equipment increased to RMB 4,886,000 from RMB 4,127,000, reflecting ongoing investments in fixed assets[119]. Assets and Liabilities - As of June 30, 2019, the company recorded net current assets of approximately RMB 135.0 million, down from approximately RMB 169.5 million as of December 31, 2018[33]. - The company had interest-bearing borrowings of approximately RMB 40.0 million as of June 30, 2019, which were not present as of December 31, 2018, with a debt-to-equity ratio of approximately 11.4%[34]. - Total assets as of June 30, 2019, amounted to RMB 416,368,000, an increase from RMB 396,839,000 at the end of 2018[73]. - The company's equity attributable to owners was RMB 299,441,000, slightly down from RMB 301,210,000 at the end of the previous year[73]. - Non-current assets increased to RMB 216,463,000 from RMB 202,732,000 year-on-year[73]. - Total liabilities increased to RMB 65,774 thousand as of June 30, 2019, compared to RMB 24,961 thousand as of December 31, 2018, representing a growth of 163%[76]. - The company reported a total equity of RMB 350,594 thousand as of June 30, 2019, an increase from RMB 371,878 thousand as of June 30, 2018[78]. - The company’s total liabilities as of June 30, 2019, were RMB 159,272 thousand, providing insight into its financial obligations[134]. - The company’s cash and cash equivalents as of June 30, 2019, were RMB 28,862 thousand, showing liquidity available for operations[134]. - The company’s total operating expenses, including labor service fees and maintenance costs, showed a mixed trend, with labor service fees slightly decreasing to RMB 2,257,000 from RMB 2,301,000[119]. Investments and Future Plans - The company is in discussions to establish a joint venture with Fudi China Investment Co., Ltd. for international energy trade and investment in warehouse facilities in Zhanjiang, China[16]. - The company has not engaged in significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the six months ended June 30, 2019[36]. - The company is in the process of applying for state-owned land use rights, with the approval process expected to take a considerable amount of time[41]. - The company aims to continue increasing cargo sources and diversifying cargo types to enhance operational efficiency and competitiveness[48]. - The development of trade business is anticipated to increase revenue sources and significantly benefit the company's handling and value-added port services[48]. - The company has not disclosed any significant investments or capital asset plans beyond those in the prospectus or interim report as of June 30, 2019[46]. - The company's future outlook includes plans for market expansion and potential new product development, although specific figures were not disclosed in the report[137]. Shareholder Information - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2019, consistent with the previous year[42]. - The company paid dividends amounting to RMB 22,500 thousand to non-controlling interests during the reporting period[81]. - The company reported a total of 600,000,000 weighted average ordinary shares issued, an increase from 475,500,000 in the previous year, indicating potential growth in equity[126]. - The company’s issued and paid-up capital increased to RMB 40,000,000 as of June 30, 2019, from RMB 380,000 as of December 31, 2017, following the issuance of 3,962,000,000 shares[144]. - The company’s share premium account increased significantly, reflecting the issuance of shares and capital contributions from existing shareholders[144]. Management and Governance - The board believes that the current organizational structure and management oversight are sufficient for risk management and internal control, despite not having an independent internal audit department[52]. - The group has not changed its risk management policies since December 31, 2018[106]. - The group continues to rely on internal cash flows and borrowings from financial institutions to meet future cash flow needs[107]. Related Party Transactions - The company recognized a revenue of RMB 3,536,000 from providing handling services to a related party, Tianyuan Petrochemical, for the six months ended June 30, 2019[156]. - Accounts receivable from a related party, Tianyuan Petrochemical, amounted to RMB 2,479,000 as of June 30, 2019, significantly higher than RMB 149,000 at the end of 2018[159].

Financial Performance - The company reported a revenue of approximately RMB 824 million for the year ended December 31, 2018, representing an increase of about 1.0% compared to RMB 816 million for the year ended December 31, 2017[24]. - The net profit attributable to the owners of the company for the year was approximately RMB 58 million, a decrease of about 69.9% compared to RMB 192 million for the previous year, primarily due to an increase in non-recurring listing expenses of approximately RMB 56 million[15]. - The company's handling service revenue decreased by approximately 1.1% to about RMB 77.1 million for the year ended December 31, 2018, primarily due to reduced revenue from handling quartz sand, coal, and kaolin, partially offset by increased revenue from processed asphalt and oil products[26]. - Rental income increased by approximately 43.7% to about RMB 5.3 million for the year ended December 31, 2018, mainly due to the increase in unit prices of storage facilities implemented in the second half of 2017[27]. - The cost of sales rose by approximately 11.7% to about RMB 343 million for the year ended December 31, 2018, primarily due to increased employee benefits expenses and depreciation of property, plant, and equipment[28]. - Gross profit decreased by approximately 5.5% to about RMB 481 million, with the gross profit margin declining from approximately 62.4% to about 58.4% for the year ended December 31, 2018[29]. - The company's profit attributable to owners was approximately RMB 5.8 million for the year ended December 31, 2018, a decrease of about 69.9% compared to RMB 19.2 million for the previous year, primarily due to reduced handling service revenue and increased sales and administrative expenses[36]. Operational Highlights - The total cargo throughput for the year was approximately 3,941,000 tons, a decrease of about 10.2% from 4,391,000 tons in the previous year, mainly due to the construction at the Zhengyuan Terminal and temporary impacts from local mineral resource integration policies[20]. - The average handling fee for oil products and asphalt increased compared to the previous year, contributing to higher revenue despite the decrease in throughput[20]. - The new phase of construction at the Zhengyuan Terminal was completed in the first quarter of 2019, expected to be a significant growth driver for future cargo throughput[16]. - The company operates two public bulk cargo terminals, Tianyuan Terminal and Zhengyuan Terminal, located in the Maoming Port area[19]. - The company continues to focus on providing bulk cargo handling services and related value-added port services, including storage and forklift rental[20]. Capital and Investments - The company successfully listed 150 million shares on the Hong Kong Stock Exchange, raising approximately HKD 499 million (equivalent to about RMB 407 million) after deducting underwriting fees and related expenses[14]. - The company plans to utilize surplus funds for wealth management and domestic/international trade businesses while ensuring sufficient funding for terminal construction[16]. - As of December 31, 2018, the allocation of net proceeds was 90% for the construction of the new phase of Zhengyuan Terminal and 10% for working capital and other general corporate purposes, totaling RMB 40.716 million[49]. - The company has no other significant investment or capital asset plans beyond those disclosed in the prospectus or annual report as of December 31, 2018[50]. Governance and Management - The company has a strong governance structure with independent non-executive directors overseeing key committees[68][69][74]. - The management team has extensive experience in finance, management, and auditing, contributing to the company's strategic direction[74][80]. - The company is committed to maintaining high standards of corporate governance and transparency in its operations[83]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced distribution of power and independent advice[91]. - The company has not established an independent internal audit department but has implemented measures to fulfill internal audit functions through external consultants[85]. Environmental, Social, and Governance (ESG) Initiatives - The group identified five key areas of importance for environmental, social, and governance (ESG) reporting: waste and wastewater, occupational health and safety, customer service, environmentally sustainable terminals, and anti-corruption[151]. - The group reported emissions of 0.61 kg of nitrogen oxides and 0.93 kg of sulfur oxides from its operations during the reporting year[156]. - The group has adopted an environmental management system and complies with national and local environmental protection laws and regulations[155]. - The group aims to maintain close communication with stakeholders to enhance economic efficiency while improving ESG performance and managing related risks[151]. - The group has implemented a stakeholder communication strategy through various channels, including online platforms, annual reports, surveys, and meetings[151]. Employee and Labor Practices - The company had a total of 212 employees as of December 31, 2018, all of whom were full-time employees in China[185]. - The overall employee turnover rate during the reporting period was 7%, with 15 employees leaving the company[191]. - The training hours conducted during the reporting period totaled 1,661 hours, with 64% of male employees and 60% of female employees receiving training[198]. - The company maintained a zero incident record for work-related fatalities and injuries during the reporting period[195]. - The company has adhered to various labor laws and regulations, including the Labor Law of the People's Republic of China, with no significant violations reported[191].