Core Viewpoint - Tianyuan Group (06119.HK) expects a significant decrease in unaudited profit attributable to shareholders for the six months ending June 30, 2025, projecting a reduction of approximately 60% to around RMB 4.9 million, compared to approximately RMB 12.3 million for the same period in 2024 [1] Summary by Relevant Categories Financial Performance - The company anticipates a decline in unaudited profit due to a decrease in overall demand leading to reduced revenue during the period [1] - Other income has also decreased primarily due to lower gains from crude oil futures trading compared to the same period last year [1]

Group 1 - The company, Tianyuan Group (06119), expects a significant decrease in unaudited profit attributable to shareholders for the six months ending June 30, 2025, with a projected decline of approximately 60% to around RMB 4.9 million, compared to approximately RMB 12.3 million for the same period in 2024 [1] - The decrease in unaudited profit is primarily attributed to a decline in overall demand, leading to reduced revenue during the period [1] - Additionally, the company's other income has decreased mainly due to lower gains from oil futures trading compared to the same period last year [1]

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。 天 源 集 團 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，董 事 會 會 議 將 於 二 零 二 五 年 八 月 二 十 八 日（星 期 四）舉 行，以（其 中 包 括）審 議 及 批 准 本 公 司及其附屬公司截至二零二五年六月三十日止六個月的未經審計綜合中期業績 及 其 刊 發；審 議 派 付 中 期 股 息（如 有）；及 處 理 任 何 其 他 事 宜（如 有）。 承董事會命 天源集團控股有限公司 主席兼行政總裁 楊金明 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） 董事會會議通告 香港，二零二五年八月十八日 於本公告日期，執行董事為楊金明先生、董慧敏女士及蘇柏翰先生，非執行董事 為楊帆先生以及獨立 ...

（股份代號：6119） 盈利警告 本 公 告 由 天 源 集 團 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）根 據 香 港 聯 合 交 易 所 有 限 公 司 證 券 上 市 規 則（「上市規則」）第13.09條 及《證 券 及 期 貨 條 例》（香 港 法 例 第571章）第XIVA部 項 下 內 幕 消 息 條 文（定 義 見 上 市 規 則）發 佈。 本 公 司 董 事（「董 事」）會（「董事會」）謹 此 通 知 本 公 司 股 東 及 潛 在 投 資 者，根 據 對 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月（「期 內」）的 未 經 審 計 綜 合 管 理 賬 目 的 初 步 評 估 及 董 事 會 目 前 可 得 資 料，本 集 團 預 期 本 公 司 擁 有 人 應 佔 期 內 未 經 審 計 溢利將減少約60%至約人民幣4.9百 萬 元，而 於 二 零 二 四 年 同 期（「去年同期」）則 為 約人民幣12.3百萬元。未經審計溢利減少乃主要由於：(i)整體需求下降而導致期 內收益減少；及(ii)本公司其他收益減少主要是由於期 ...

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: 天源集團控股有限公司 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) | 06119 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.01 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.01 | HKD | | 40,000,000 | 本月底法定/註冊股本 ...

Core Insights - Wuhan Tianyuan Group has initiated the construction of four water purification plants and associated pipeline projects in Nanning, Guangxi, under a BOT model, with a total investment of 1.326 billion yuan [1][3] - The total daily sewage treatment capacity of these projects is 155,000 tons, which is expected to significantly enhance the regional water environment quality and optimize urban water system efficiency [3] Group 1 - The projects will improve the ecological environment of the Nanning river basin and create a better living space for residents, thereby enhancing urban resilience and achieving a synergy between water ecological protection and public welfare [3] - The projects are aligned with the green development initiatives outlined in the 20th National Congress of the Communist Party of China, marking them as significant engineering efforts for water environment governance in Nanning [3] - The general manager of Wuhan Tianyuan Water Co., Ltd. emphasized the company's commitment to leveraging its technical advantages and management experience in watershed comprehensive governance to ensure high-quality project advancement [3]

Core Viewpoint - The company plans to sell up to 3% of its shares in Wuhan Tianyuan Group by 2025, currently holding 12.99% of the total shares [1] Summary by Relevant Sections - **Shareholding Details** - The company currently holds 86,183,957 shares in Wuhan Tianyuan Group, representing 12.99% of the total share capital [1] - **Sale Plan** - The company intends to strategically sell no more than 3% of its shares in Wuhan Tianyuan Group, with the sale expected to occur in 2025 [1]

Company Overview - Wuhan Tianyuan Group Co., Ltd. is a private listed company focused on environmental comprehensive governance, including high-end environmental equipment manufacturing, overall environmental solutions, and water treatment services [4][8][9] - The company has undergone adjustments in its organizational structure and management personnel to meet business development needs [4][19] Credit Rating - The credit rating agency maintains the long-term credit rating of Wuhan Tianyuan Group at AA- with a stable outlook for both the company and its convertible bonds [1][3] - The rating reflects the company's strong competitive position in the environmental governance industry and stable profitability [4][6] Financial Performance - In 2024, the company reported a total revenue of 1.98 billion yuan, a year-on-year increase of 1.96%, and a profit of 391 million yuan, up 17.25% from the previous year [10][20] - The company's total assets reached 7.25 billion yuan by March 2025, with owner’s equity increasing to 3.34 billion yuan [10][20] Business Segments - The core revenue source remains the environmental overall solutions segment, which accounted for 85.64% of total revenue in 2024, with a significant increase in income [20] - The high-end environmental equipment manufacturing segment saw a decline in revenue due to project completion and acceptance timing [20][21] Industry Analysis - The wastewater treatment industry in China is experiencing growth due to increasing urban wastewater discharge and government policies aimed at improving treatment capacity [11][14] - The solid waste disposal and resource recycling industry is also expanding, driven by policy support and market demand, with a focus on reducing waste and enhancing resource recovery [15][17] Future Outlook - The company plans to strengthen its water environment governance and solid waste disposal businesses while accelerating the development of green energy and digital technology sectors [4][6] - The overall market for wastewater treatment is expected to continue growing, providing opportunities for companies in this sector [11][14]

Core Viewpoint - Wuhan Tianyuan Group Co., Ltd. has successfully issued convertible bonds totaling RMB 1 billion, with net proceeds amounting to RMB 981.74 million after deducting issuance costs, to enhance its financial position and support its business operations [3][10][12]. Group 1: Bond Issuance Overview - The company issued 10 million convertible bonds at a face value of RMB 100 each, approved by the board and shareholders [2][3]. - The bonds were registered with the China Securities Regulatory Commission, allowing the company to raise funds from unspecified investors [2][3]. - The bonds are listed on the Shenzhen Stock Exchange under the name "Tianyuan Convertible Bonds" with the code "123213" [3][5]. Group 2: Financial Details - The total amount raised from the bond issuance was RMB 1 billion, with net proceeds of RMB 981.74 million after deducting issuance costs of RMB 18.26 million [3][10]. - The bonds have a six-year term, maturing on July 27, 2029, with an annual interest rate that increases progressively from 0.3% in the first year to 2.5% in the sixth year [4][6]. - The initial conversion price for the bonds was set at RMB 10.30 per share, later adjusted to RMB 7.14 per share [6][21]. Group 3: Company Operations and Financial Performance - The company reported a net profit attributable to shareholders of RMB 333.24 million for 2024, a 17.87% increase year-on-year, with a total asset value of RMB 7.25 billion, reflecting a 26.98% growth [9][10]. - The company focuses on high-end environmental protection equipment and third-party services, including wastewater treatment and solid waste disposal [9][10]. - The company is expanding its operations into green energy, including hydrogen energy projects, to create a dual business model of "environmental protection + green energy" [9][10]. Group 4: Fund Utilization and Management - The company has established special accounts for the raised funds and has signed regulatory agreements to ensure proper management and usage of the funds [10][12]. - As of December 31, 2024, the remaining balance of the raised funds was RMB 156.42 million, which is being managed in accordance with regulatory requirements [12][14]. - The company has made adjustments to the use of raised funds, reallocating some to new projects due to delays in existing projects [13][15].

Financial Performance - The company recorded revenue of approximately RMB 297.2 million for the fiscal year ending December 31, 2024, a decrease of about 1.9% compared to RMB 302.9 million for the previous fiscal year[17]. - Net profit attributable to shareholders was approximately RMB 21.0 million, representing an increase of about 10.1% compared to the previous fiscal year[7]. - Total cargo throughput increased to approximately 3,589 thousand tons, up about 7.3% from approximately 3,345 thousand tons in the previous year[11]. - Revenue from oil product sales was approximately RMB 221.7 million, a slight decrease from RMB 224.1 million in the previous fiscal year[13]. - For the year ended December 31, 2024, revenue from unloading services was approximately RMB 73.6 million, a decrease of 0.2% from RMB 73.8 million in the previous year[18]. - Revenue from the sale of oil products for the year ended December 31, 2024, was approximately RMB 221.7 million, down 1.1% from RMB 224.1 million in the previous year[19]. - Service revenue decreased by approximately 86.4% to about RMB 483,000 for the year ended December 31, 2024, compared to the previous year[19]. - Gross profit for the group decreased by approximately 3.6% to about RMB 47.5 million for the year ended December 31, 2024, from RMB 49.2 million in the previous year[21]. - The overall gross margin decreased from approximately 16.3% in the previous year to about 16.0% for the year ended December 31, 2024[22]. - Other income, net, was approximately RMB 5.6 million for the year ended December 31, 2024, compared to RMB 2.7 million in the previous year[23]. - The group recorded a net financial cost of approximately RMB 7,000 for the year ended December 31, 2024, down from a net financial income of approximately RMB 1.0 million in the previous year[24]. - The group’s profit attributable to owners was approximately RMB 21.0 million for the year ended December 31, 2024, an increase of about 10.1% from RMB 19.1 million in the previous year[28]. Business Development and Strategy - The company established a wholly-owned subsidiary in Indonesia to initiate new trade activities, starting with nickel ore trading and planning to expand into mining contracting and other minerals[14]. - The company plans to enhance its core business while actively seeking new business development opportunities and strategic investments to optimize performance and maximize shareholder value[8]. - The company aims to diversify its business portfolio and enhance future profitability through new business activities in Indonesia[7]. - The company will continue to respond to the growing demand for health management due to an aging population, aligning with the health industry trends[8]. - The company will focus on expanding its customer base, optimizing cost management, and strengthening customer relationships in cargo handling and supporting services[45]. - In the sales of oil products, the company plans to expand its market coverage and allocate additional resources to enhance and develop this business area[45]. - The company will remain vigilant and adaptable to emerging business and investment opportunities to further diversify its business portfolio[46]. Shareholder Information - The board proposed a final dividend of RMB 0.05 per ordinary share to reward shareholders for their continued support[8]. - The board has proposed a final dividend of RMB 0.05 per share for the year ending December 31, 2024, amounting to RMB 30 million based on 600 million shares issued[39]. - The final dividend will be paid in Hong Kong dollars, calculated at an average exchange rate of approximately 1.083 HKD to 1 RMB as published by the People's Bank of China[39]. - The annual general meeting is scheduled for June 3, 2025, with a notice to be published on the company's website and the disclosure website[41]. - The company will suspend the registration of share transfers from May 28, 2025, to June 3, 2025, to determine the list of shareholders eligible to attend the annual general meeting[42]. Corporate Governance - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced governance structure[72]. - The company has complied with 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 CEO, and the establishment of an internal audit function[67][68]. - All directors have participated in ongoing professional development to enhance their knowledge and skills, ensuring informed contributions to the board[77]. - The company has engaged external consultants to conduct internal reviews as part of its risk management and internal control measures[68]. - The board is responsible for leading and controlling the company, reviewing business performance, and approving major financing and investment proposals[71]. - The company has established a formal arrangement for financial reporting and internal control principles to comply with listing rules and relevant laws[68]. - The independent non-executive directors have confirmed their independence and are expected to provide independent judgment based on their expertise[75]. - The company has implemented a code of conduct for directors' securities trading, ensuring compliance with the standards set forth in the listing rules[69]. - The board will regularly review the necessity of establishing an internal audit function and may form an internal audit team if needed[68]. - The company has arranged adequate insurance coverage for directors against legal actions related to their responsibilities[75]. - The board held a total of six meetings and one shareholders' meeting during the reporting year[80]. - All board members received complete, sufficient, and timely information to fulfill their duties[83]. - The remuneration committee held two meetings during the reporting year[87]. - The remuneration committee is responsible for reviewing and approving management's compensation proposals based on performance and market conditions[86]. - The nomination committee held one meeting during the reporting year[94]. - The nomination committee's main responsibilities include reviewing the board's structure, size, and composition[93]. - The company has established three defined committees: the remuneration committee, the nomination committee, and the audit committee[84]. - The remuneration committee evaluated the basic salary of directors for 2024 and the bonuses for executive directors for 2023[91]. - The attendance record for board meetings shows that all directors attended at least 6 out of 6 meetings[83]. - The company ensures that board members can seek independent professional advice at the company's expense when necessary[83]. - The Audit Committee held three meetings during the reporting year to discuss and approve audit strategies, annual performance, and interim results[104]. - The Audit Committee reviewed the financial statements for the year ending December 31, 2023, and proposed approval to the Board[105]. - The Audit Committee monitored the effectiveness of the company's financial reporting procedures and risk management systems[105]. - The company’s board members, including all non-executive directors, have service agreements effective from June 1, 2022, for a term of three years[107]. - The company’s board diversity policy considers various factors including professional experience, gender, age, and cultural background[102]. - The Nomination Committee will monitor and review the nomination policy to ensure its effectiveness[103]. - Independent non-executive director candidates must meet the independence standards set out in the listing rules[100]. - The company’s board members are required to retire at least once every three years, with one-third of directors retiring at each annual general meeting[108]. - The company’s external auditors' reappointment and remuneration will be reviewed for independence and objectivity[105]. - The company will hold its annual general meeting on June 12, 2024, where certain directors will retire and be eligible for re-election[109]. - The board consists of 7 members, with 5 males and 2 females, achieving a gender diversity target of at least 10% for the year[112]. - The company has engaged PwC as the external auditor for the year ending December 31, 2024, with audit fees of approximately RMB 887,000 and non-audit fees of RMB 19,000[114]. - The board has implemented effective risk management and internal control systems, ensuring compliance with corporate governance codes for the year ending December 31, 2024[116]. - The company aims to provide equal opportunities for all shareholders to exercise their rights and participate in company activities[121]. - Shareholders can communicate with the board through the company secretary regarding inquiries and proposals for upcoming meetings[122]. - The company has established policies to protect assets from misuse and ensure reliable financial reporting[116]. - The nomination committee will consider diversity factors when recommending candidates for board appointments[112]. - The board will review the effectiveness of its diversity policy annually and make necessary recommendations for amendments[111]. - The company has maintained a workforce gender diversity of approximately 83% male and 17% female[112]. Environmental, Social, and Governance (ESG) Initiatives - The board of directors is responsible for leading and supervising environmental, social, and governance (ESG) matters, including the assessment of related risks[134]. - The company has established an ESG working group to enhance the effectiveness of sustainable development governance[134]. - The company has adhered to all "comply or explain" provisions of the ESG reporting guidelines during the reporting year[127]. - The company engages with stakeholders through various channels, including meetings, annual performance evaluations, and shareholder meetings[136]. - The company aims to provide employment opportunities in the communities where it operates[130]. - The company emphasizes the importance of maintaining a stable business while focusing on social and environmental aspects[132]. - The company has conducted a materiality assessment to identify significant environmental and social issues impacting stakeholders[128]. - The company ensures compliance with all applicable laws, regulations, and standards, preparing for stricter regulations[133]. - The group reported a total greenhouse gas emission of 2,671.12 tons of CO2 equivalent, with a density of 0.74 tons of CO2 equivalent per thousand tons of total cargo throughput[148]. - Nitrogen oxides emissions increased to 20.65 kg in 2024 from 19.65 kg in 2023, while sulfur oxides emissions rose to 7.13 kg from 6.55 kg[147]. - The group generated 0.2 tons of hazardous waste, maintaining the same level as in 2023, with a density of 0.05 kg per thousand tons of total cargo throughput[152]. - The group has implemented measures to reduce emissions, including the purchase and leasing of new electric vehicles since 2020, aiming to replace traditional fuel vehicles every five years[156]. - The group has installed 20 water spray nozzles at the terminal to suppress dust, with cleaning of transport routes occurring at least once a week[156]. - The group’s operations did not report any significant violations related to air and greenhouse gas emissions during the reporting year[142]. - The group’s total emissions from fixed source fuel combustion accounted for 56% of total emissions, with liquefied petroleum gas contributing 11.66 tons[149]. - The group’s indirect emissions from purchased electricity accounted for 42% of total emissions, amounting to 1,115.88 tons in 2024[149]. - The group has engaged qualified professionals for regular environmental assessments to ensure compliance with standards and regulations[143]. - The group encourages stakeholder feedback on its environmental, social, and governance policies and performance[141]. - The group aims to reduce greenhouse gas emissions per thousand tons of total cargo throughput by 3% annually over the next 10 years, with a current emission density of 0.74 tons CO2 equivalent per thousand tons, up from 0.57 tons in the previous reporting period[158]. - The total waste generation density for the group is currently 0.05 kg per thousand tons of total cargo throughput, with a target to reduce this by 3% over the next 10 years[163]. - The total energy consumption for the group's operations is 6,397,405 kWh, with an energy density of 1,783 kWh per thousand tons of total cargo throughput, an increase from 1,747 kWh in the previous year[167]. - The total water consumption for the reporting year is 117,034 cubic meters, with a density of 32.61 cubic meters per thousand tons of total cargo throughput, representing a 9.8% decrease from the previous reporting period[168]. - The group has implemented measures to ensure existing forklifts meet Euro IV or higher emission standards and is focusing on improving fuel efficiency through regular maintenance and driver training[171]. - The group has adopted a paperless office culture to reduce environmental impact and has implemented waste recycling and reduction initiatives[160]. - The group plans to monitor progress towards its environmental targets, including energy consumption density, which is set to decrease by 1% annually per thousand tons of total cargo throughput over the next five years[172]. - The group has successfully reduced the generation of non-hazardous waste, contributing to the overall decrease in waste production density[162]. - The group is committed to using cleaner fuels and recycling wastewater as part of its energy efficiency initiatives[164]. - The group has established a comprehensive waste management system, ensuring all hazardous waste is collected and reused by qualified entities[160]. - The group has implemented a water efficiency plan, including the onsite collection and treatment of wastewater for reuse, with a sedimentation tank operational at Tianyuan Terminal[173]. - In 2022, the group launched a cost-reduction and efficiency-enhancement plan, establishing water-saving measures for both domestic and production use[173]. - The group has not set specific targets for reducing water usage, as it is not deemed a significant issue for the company and stakeholders[173]. - The group has engaged external consultants to assess environmental risks associated with terminal operations, with regular reviews planned to further reduce overall environmental impact[175]. - Climate change poses various risks to the company, including supply chain disruptions and increased insurance costs, with physical risks categorized as medium level[178]. - The group has identified transitional risks related to the shift towards a low-carbon economy, which may increase operational costs due to stricter environmental regulations[180]. - The shipping industry faces pressure to significantly reduce sulfur emissions, with the group adopting measures to address identified transitional risks[180]. - The group anticipates a shift towards maritime transport for non-urgent cargo, benefiting terminal operators over the next 20 years[181]. - Emergency plans have been established to mitigate risks from extreme weather events, including insurance for physical losses caused by such events[182]. - The group is pursuing national support for energy-efficient equipment and tools to enhance production efficiency[183]. Human Resources and Employee Welfare - As of December 31, 2024, the total number of employees is 198, a decrease from 209 in 2023, with a turnover rate of 17%[185][187]. - The gender distribution of employees is 17% female and 83% male, with 89% classified as frontline and other staff[185]. - The company provided a total of 198 hours of training for 1,302 employees during the reporting year, with 100% of employees receiving training[198][199]. - There were no reported work-related fatalities or injuries requiring more than three days off in the reporting year[195]. - The company adheres to various labor laws and regulations, including the Labor Law of the People's Republic of China and the Employment Promotion Law[186][194]. - Employee benefits include basic social insurance and increased illness subsidies, ensuring competitive compensation to attract and retain talent[187]. - The company emphasizes equal opportunities in hiring, promotion, and training, with a formal complaint procedure in place to address discrimination[189]. - The average training hours per employee were not specified, but all employees received training[200]. - The company recognizes the importance of occupational health and safety, conducting annual health checks and risk assessments for employees[194]. - Communication initiatives, such as annual meetings and team-building activities, are implemented to enhance teamwork and operational efficiency[193].