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].

Financial Performance - For the year ending December 31, 2024, revenue decreased by approximately 1.9% or RMB 5.7 million to approximately RMB 297.2 million compared to the previous year[2] - Gross profit for the same period decreased by approximately 3.6% or RMB 1.7 million to approximately RMB 47.5 million[2] - Profit attributable to owners of the company increased by approximately 10.1% or RMB 1.9 million to approximately RMB 21.0 million[2] - Total revenue for the year ended December 31, 2024, was RMB 297,235,000, a decrease of 1.9% from RMB 302,891,000 in the previous year[20] - Gross profit for the year was RMB 47,486,000, representing a gross margin of approximately 15.9%[18] - Net profit for the year was RMB 27,555,000, compared to RMB 25,853,000 in the previous year, reflecting an increase of 6.6%[18] - The division of cargo handling and ancillary services generated revenue of RMB 75,086,000, while the sale of oil products generated RMB 222,149,000[18] - The company’s income from service revenue decreased by approximately 86.4% to about RMB 483,000 for the reporting year[50] - The profit attributable to the company's owners increased by approximately 10.1% to about RMB 21.0 million for the year ended December 31, 2024, compared to RMB 19.1 million for the previous year[58] Assets and Liabilities - Total assets increased to RMB 403.9 million in 2024 from RMB 385.4 million in 2023, representing a growth of approximately 4.0%[4] - Total assets as of December 31, 2024, amounted to RMB 403,907,000, an increase from RMB 385,409,000 in the previous year[19] - Total liabilities as of December 31, 2024, were RMB 36,212,000, compared to RMB 39,439,000 in the previous year, indicating a decrease of 8.5%[19] - Current liabilities decreased to RMB 33.8 million in 2024 from RMB 37.9 million in 2023, a reduction of approximately 10.8%[5] - Non-current assets decreased to RMB 192.1 million in 2024 from RMB 201.7 million in 2023, a decline of approximately 4.0%[4] Cash and Equity - Cash and cash equivalents rose to RMB 34.3 million in 2024 from RMB 26.3 million in 2023, an increase of approximately 30.3%[4] - Total equity increased to RMB 367.7 million in 2024 from RMB 345.9 million in 2023, reflecting a growth of approximately 6.3%[5] - Cash and cash equivalents as of December 31, 2024, were RMB 34,265,000, up from RMB 26,265,000 in the previous year[19] - As of December 31, 2024, the group's net current assets amounted to approximately RMB 177.9 million, an increase from RMB 145.7 million as of December 31, 2023[59] Earnings Per Share - The basic and diluted earnings per share attributable to owners of the company increased to RMB 0.0351 in 2024 from RMB 0.0319 in 2023, an increase of approximately 10.0%[3] - Basic earnings per share for 2024 was RMB 0.0351, compared to RMB 0.0319 in 2023, reflecting a growth of 10.1%[30] Dividends - The total dividend proposed is RMB 30 million, with a dividend of RMB 0.05 per ordinary share[2] - The company had no final dividend declared for the year ended December 31, 2024, compared to RMB 24,000,000 in dividends declared for 2023[38] - The company 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[75] Tax and Financial Costs - The company reported a decrease in corporate income tax expense to RMB 9,981,000 in 2024 from RMB 11,246,000 in 2023, a reduction of 11.3%[28] - The company’s tax expenses decreased by approximately 19.6% to about RMB 10.3 million for the year ended December 31, 2024, due to lower taxable profits[57] - The company’s financial costs rose to RMB 112,000 in 2024 from RMB 50,000 in 2023, marking a significant increase of 124%[23] - The net financial income for the year was RMB (7,000) in 2024, a significant decline from RMB 1,032,000 in 2023[23] Operational Developments - The company plans to continue focusing on its core operations in China, where all revenues and operating assets are located[17] - The company established a wholly-owned subsidiary in Indonesia to initiate new trading activities, starting with nickel ore trading and planning to expand into mining contracting and rights trading[46] - The group aims to enhance operational efficiency and capabilities while expanding its customer base and optimizing cost management in cargo handling and packaging services[70] - The group plans to focus on expanding its market coverage in oil product sales and allocate additional resources to strengthen and develop this business area[70] - The group will remain vigilant and adaptable to emerging business and investment opportunities to further diversify its business portfolio[70] Compliance and Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the consolidated financial statements for the year ending December 31, 2024, confirming compliance with applicable accounting standards[80] - The board of directors has confirmed full compliance with the standard code for securities transactions by directors during the reporting year[79] - The company will assess the necessity of establishing an internal audit function annually and may form an internal audit team if needed[80] - The external auditor has agreed that the preliminary performance figures align with the audited consolidated financial statements for the year[81] Employee Costs - The total employee cost for the year ended December 31, 2024, was approximately RMB 22.9 million, down from RMB 25.2 million for the year ended December 31, 2023, due to a reduction in employee numbers and bonuses[66] Miscellaneous - The company has not adopted several new accounting standards that are expected to have no significant impact on the financial statements in the foreseeable future[12] - The group has no significant investments, acquisitions, or disposals involving subsidiaries, associates, or joint ventures as of December 31, 2024, consistent with the previous year[63] - The group has capital commitments for construction and acquisition of properties, plants, and equipment amounting to approximately RMB 2.0 million as of December 31, 2024, slightly down from RMB 2.1 million as of December 31, 2023[69] - The group has no pledged assets as of December 31, 2024, consistent with the previous year[64] - The group maintains a cautious approach to financial and funding policies, focusing on risk management and transactions directly related to its business[61] - The company entered into a share transfer agreement on March 18, 2025, agreeing to sell its investment in Fudi Tianyuan Petrochemical Co., Ltd. for HKD 19 million[74] - The annual general meeting is scheduled for June 3, 2025, with a suspension of share transfer registration from May 28 to June 3, 2025[76] - The company expresses gratitude to its management, employees, shareholders, and business partners for their support during the reporting year[83]

Financial Performance - For the six months ended June 30, 2024, the total cargo throughput was approximately 1,731,000 tons, an increase of about 156,000 tons or 9.9% compared to approximately 1,575,000 tons for the same period last year[6]. - Revenue for the six months ended June 30, 2024, was approximately RMB 215.4 million, compared to approximately RMB 215.1 million for the same period last year, reflecting a slight increase of 0.2%[8]. - The revenue from handling services increased by approximately 2.8% to about RMB 35.2 million, primarily due to an overall increase in cargo throughput driven by rising demand[8]. - The sales revenue from oil products was approximately RMB 179.4 million, slightly down from approximately RMB 179.8 million for the same period last year, representing a decrease of 0.2%[7]. - The overall gross profit increased slightly from approximately RMB 24.5 million for the six months ended June 30, 2023, to approximately RMB 25.0 million for the six months ended June 30, 2024[11]. - The overall gross margin improved from approximately 11.4% for the six months ended June 30, 2023, to approximately 11.6% for the six months ended June 30, 2024[11]. - Profit attributable to the owners of the company increased to approximately RMB 12.4 million for the six months ended June 30, 2024, from approximately RMB 8.3 million for the same period last year[16]. - Net profit for the period was RMB 15,534,000, compared to RMB 11,729,000 in the same period last year, indicating a growth of 32.5%[42]. - Basic and diluted earnings per share increased to RMB 0.021 from RMB 0.014, reflecting a 50% increase year-on-year[42]. Expenses and Costs - The sales cost for the six months ended June 30, 2024, was approximately RMB 190.4 million, a slight decrease from approximately RMB 190.6 million for the same period last year[10]. - Selling and administrative expenses decreased from approximately RMB 6.4 million for the six months ended June 30, 2023, to approximately RMB 6.2 million for the six months ended June 30, 2024[13]. - The total employee cost for the six months ended June 30, 2024, was approximately RMB 11.0 million, down from approximately RMB 12.0 million for the same period last year[24]. - The total sales and administrative expenses for the six months ended June 30, 2024, were RMB 196,593, a decrease of 0.16% from RMB 196,914 in the same period of 2023[64]. - The total income tax expense for the six months ended June 30, 2024, was RMB 5,855, compared to RMB 5,648 for the same period in 2023, indicating an increase of 3.67%[67]. Assets and Liabilities - The net value of current assets was approximately RMB 166.9 million as of June 30, 2024, compared to approximately RMB 145.7 million as of December 31, 2023[17]. - As of June 30, 2024, the company had no interest-bearing borrowings, and the debt-to-asset ratio was approximately 0.2%[18]. - Total assets increased to RMB 392,838 thousand as of June 30, 2024, compared to RMB 385,409 thousand as of December 31, 2023, reflecting a growth of 1.1%[43]. - Total liabilities decreased to RMB 31,334 thousand from RMB 39,439 thousand, a reduction of 20.6%[44]. - The company’s retained earnings increased to RMB 170,930 thousand from RMB 159,015 thousand, reflecting a growth of 7.1%[45]. Cash Flow and Investments - Net cash generated from operating activities was RMB 589 thousand, significantly down from RMB 27,117 thousand in the same period last year, a decrease of 97.8%[46]. - Cash and cash equivalents at the end of the period were RMB 27,833 thousand, up from RMB 26,265 thousand, an increase of 5.9%[46]. - The company has no significant investments, major acquisitions, or sales as of June 30, 2024[21]. - The company holds a 6.37% equity interest in 富地天源石化有限公司 as of June 30, 2024, down from 30% following a capital increase agreement[78]. - The investment in the joint venture is valued at RMB 12,543,000 as of both December 31, 2023, and June 30, 2024, with no significant change in fair value[77]. Operational Developments - The company is in the preparatory stage for its international import trade business, which is expected to commence in the second half of 2024 or in 2025[7]. - The group aims to enhance operational capabilities and efficiency by consolidating core businesses and expanding cargo handling and distribution services[29]. - The group plans to strengthen sales and marketing strategies in oil sales, improve inventory management, and steadily expand the market[29]. - The company enhanced service quality and strengthened relationships with key customers during the reporting period[6]. Governance and Risk Management - The board believes that the existing organizational structure and close supervision by management ensure sufficient risk management and internal control[31]. - The company has not established an independent internal audit department but will consider the necessity of establishing one in the future[31]. - The board has adhered to corporate governance standards and internal procedures to enhance shareholder value[30]. - The group is exposed to various financial risks, including market risk, credit risk, and liquidity risk, with no changes to risk management policies since December 31, 2023[53]. - The group maintains sufficient cash and cash equivalents to manage liquidity risk and reduce cash flow volatility[54]. Shareholder Information - As of June 30, 2024, Mr. Yang Jinming holds 423,000,000 shares, representing 70.5% of the company's equity[32]. - Mr. Yang Fan holds 27,000,000 shares, representing 4.5% of the company's equity[32]. - The company has no plans to buy, sell, or redeem any of its listed securities as of June 30, 2024[32]. - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2024, consistent with the previous year[71]. Other Information - The company reported no significant events after June 30, 2024, up to the date of the interim report[41]. - The audit committee reviewed the unaudited interim results and found them to comply with applicable accounting standards[39]. - The financial information is prepared in accordance with Hong Kong Accounting Standards, specifically HKAS 34 for interim financial reporting[48]. - The group has not made any changes to its accounting policies or made retrospective adjustments due to the adoption of new or revised standards[50].

Financial Performance - For the six months ended June 30, 2024, revenue increased by approximately 0.2% to RMB 215.4 million compared to RMB 215.1 million in the same period of 2023[1] - Gross profit for the same period rose by about 2.0% to RMB 25.0 million, up from RMB 24.5 million year-on-year[1] - Profit attributable to owners of the company increased by approximately 48.3% to RMB 12.4 million, compared to RMB 8.4 million in the same period of 2023[1] - Basic and diluted earnings per share for the period were RMB 0.021, compared to RMB 0.014 in the previous year[2] - The company reported an operating profit of RMB 21.4 million, up from RMB 17.0 million in the same period last year[2] - The company reported a net profit of RMB 15,534 thousand for the six months ended June 30, 2024, compared to RMB 11,729 thousand for the same period in 2023, marking an increase of 32.4%[12] - The company's attributable profit for the six months ended June 30, 2024, was approximately RMB 12.4 million, an increase from approximately RMB 8.3 million for the same period last year[40] Assets and Equity - Total assets as of June 30, 2024, amounted to RMB 392.8 million, an increase from RMB 385.4 million as of December 31, 2023[3] - Total equity increased to RMB 361.5 million from RMB 346.0 million at the end of 2023[4] - Non-current assets decreased to RMB 196.5 million from RMB 201.7 million at the end of 2023[3] - Current assets increased to RMB 196.3 million from RMB 183.7 million at the end of 2023[3] - As of June 30, 2024, the company recorded net current assets of approximately RMB 166.9 million, up from approximately RMB 145.7 million as of December 31, 2023[41] - The debt-to-asset ratio as of June 30, 2024, was approximately 0.2%, compared to approximately 0.1% as of December 31, 2023[42] Revenue Sources - Revenue from the sale of oil products was RMB 179,401 thousand for the six months ended June 30, 2024, compared to RMB 180,073 thousand in the same period of 2023, indicating a decrease of 0.37%[11] - Revenue from handling services increased by approximately 2.8% to about RMB 35.2 million, primarily due to increased overall demand[33] - Customer A contributed RMB 134,544 thousand to revenue for the six months ended June 30, 2024, compared to RMB 93,018 thousand in the same period of 2023, representing a significant increase of 44.7%[14] - Customer B's revenue contribution was RMB 44,857 thousand for the six months ended June 30, 2024, down from RMB 87,055 thousand in the same period of 2023, indicating a decrease of 48.3%[14] Expenses and Costs - The company's depreciation and amortization expenses for the six months ended June 30, 2024, were RMB 6,541 thousand, compared to RMB 6,766 thousand for the same period in 2023, reflecting a decrease of 3.3%[12] - Selling and administrative expenses decreased from approximately RMB 6.4 million to approximately RMB 6.2 million, mainly due to reduced employee benefits expenses[37] - The estimated corporate income tax expense for the six months ended June 30, 2024, was RMB 5,855,000, slightly higher than RMB 5,648,000 for the same period in 2023[20] Cash and Deposits - The company’s cash and cash equivalents and term deposits measured at fair value amounted to RMB 28,902 thousand as of June 30, 2024[11] - As of June 30, 2024, the company had cash deposits of approximately USD 1,793,000 (equivalent to RMB 12,730,000)[16] Dividends - The company does not recommend the payment of an interim dividend for the six months ended June 30, 2024[1] - The board does not recommend the payment of an interim dividend for the six months ended June 30, 2024, similar to the previous year[48] Employment and Operations - As of June 30, 2024, the group employed 213 employees, a decrease from 224 employees as of June 30, 2023, resulting in total employee costs of approximately RMB 11.0 million compared to RMB 12.0 million in the same period last year[46] - The group aims to enhance operational capabilities and efficiency while expanding its cargo handling and distribution services, focusing on cost control and deepening customer relationships[51] Investments and Commitments - The group has no significant investments or acquisitions involving subsidiaries, associates, or joint ventures as of June 30, 2024, consistent with the previous period[44] - The group's capital commitments for construction and acquisition of properties, plants, and equipment amounted to approximately RMB 1.2 million as of June 30, 2024, down from approximately RMB 2.1 million as of December 31, 2023[50] Compliance and Governance - The audit committee has reviewed the unaudited interim results for the six months ended June 30, 2024, and found that the preparation complies with applicable accounting standards and regulations[56] - The interim results announcement will be published on the company's website and the Hong Kong Stock Exchange website[58] - The board expresses gratitude for the efforts and contributions of the management team and all employees during the reporting period[59] Other Information - The company has not adopted any new accounting standards that would significantly impact the current or future reporting periods[9] - There were no pledged assets or contingent liabilities as of June 30, 2024, consistent with December 31, 2023[44] - The group has not engaged in any purchases, sales, or redemptions of its listed securities during the six months ended June 30, 2024[54] - The group has not utilized derivative financial instruments to hedge against foreign currency transactions during the reporting period, similar to the previous year[45] - The group is awaiting approval for a land use rights application for a site of 2,589.3 square meters, which is under review and has not impacted the group's operations[47] - The company has no significant events affecting the group since June 30, 2024, up to the date of this announcement[29] - The total cargo throughput for the six months ended June 30, 2024, was approximately 1,731,000 tons, an increase of about 156,000 tons or approximately 9.9% compared to 1,575,000 tons for the same period last year[30]

Financial Performance - The group recorded revenue of approximately RMB 302.9 million for the fiscal year ending December 31, 2023, consistent with the previous year[7]. - For the fiscal year ending December 31, 2023, the company's revenue was approximately RMB 302.9 million, a decrease of about 4.7% compared to RMB 317.9 million for the fiscal year ending December 31, 2022[18]. - Revenue from oil product sales was approximately RMB 224.1 million, a slight decrease of about 2.4% from RMB 229.7 million in the previous year[14]. - Revenue from handling services decreased by approximately 14.2% to about RMB 73.8 million, primarily due to a reduction in cargo throughput[19]. - The overall gross profit decreased by approximately 9.0% to about RMB 49.2 million, with the gross profit margin declining from approximately 17.0% to 16.3%[23][24]. - Other income for the fiscal year ending December 31, 2023, was approximately RMB 2.7 million, compared to a net loss of approximately RMB 553,000 for the fiscal year ending December 31, 2022[25]. - Financial income for the fiscal year ending December 31, 2023, was approximately RMB 1.0 million, primarily from bank interest income[26]. - Selling and administrative expenses decreased by approximately 12.6% to about RMB 14.6 million, mainly due to reductions in professional service expenses and other costs[27]. - The company's profit attributable to owners for the year ended December 31, 2023, was approximately RMB 19.1 million, an increase of about 9.3% compared to RMB 17.5 million for the year ended December 31, 2022[32]. Operational Performance - The total cargo throughput was approximately 3,345 thousand tons, a decrease of about 819 thousand tons or 19.7% compared to the previous year[12]. - The average handling fee for cargo processing increased compared to the previous year, despite the overall decrease in demand[12]. - The total employee cost for the year ended December 31, 2023, was approximately RMB 25.2 million, down from RMB 28.0 million for the year ended December 31, 2022, due to a reduction in the number of employees from 236 to 219[43]. - The company has no significant investments, acquisitions, or disposals involving subsidiaries, associates, or joint ventures for the year ended December 31, 2023[40]. - The company has no pledged assets as of December 31, 2023, compared to certain pledged assets with a total carrying value of RMB 39.0 million and RMB 46.8 million in bank deposits as of December 31, 2022[41]. Strategic Initiatives - The group is planning to expand its international import trade business, which is expected to become a significant revenue source in the coming years[8]. - The company is in the preparatory stage for its international import trading business, expected to commence in 2024[15]. - The company aims to enhance its corporate image and reputation through a trade framework agreement with Maoming Tianyuan, which was established on November 1, 2022[15]. - The group aims to mitigate the impact of crude oil price fluctuations on its trading business through various hedging strategies[8]. - The group will actively respond to the demand for health management due to the aging population trend, aligning with the health industry[8]. - The group plans to enhance operational capabilities and efficiency while consolidating its core business[51]. - The group aims to expand its sales coverage in the oil sales sector and invest more resources in the development of import trade business[51]. - The group will actively seek and seize potential business and investment opportunities to further diversify its operations[52]. - Business diversification is expected to promote revenue diversification, profitability, and long-term sustainable growth for the group[52]. Corporate Governance - The board has emphasized the importance of corporate governance, ensuring compliance with relevant regulations and standards[82]. - The company has maintained a strong internal control framework, with external consultants engaged for periodic reviews[84]. - The board consists of three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced governance structure[89]. - The board currently consists of three independent non-executive directors, accounting for over one-third of the board[93]. - All independent non-executive directors have received annual confirmation letters affirming their independence according to listing rules[93]. - The company has arranged adequate insurance coverage for directors' liabilities since May 17, 2018, complying with corporate governance code C.1.8[94]. - The company has adopted a nomination policy to guide the nomination committee in evaluating candidates for the board[119]. - The company ensures that the remuneration committee's recommendations are based on performance and market conditions[110]. - The company has confirmed compliance with corporate governance codes and regulations[106]. - The annual corporate governance report has been verified and confirmed by the board[106]. Environmental, Social, and Governance (ESG) Initiatives - The company has adhered to all "comply or explain" provisions of the Environmental, Social, and Governance (ESG) reporting guidelines during the reporting year[159]. - The board of directors is responsible for leading and supervising environmental, social, and governance (ESG) matters, ensuring the group addresses opportunities and risks related to sustainable development[167]. - The group has established an ESG working group to enhance the effectiveness of sustainable development governance[167]. - The group conducts regular environmental assessments and monitoring reports to ensure compliance with standards and legal regulations regarding wastewater, noise, and air pollution[178]. - No significant violations related to air and greenhouse gas emissions, water and land discharges, or waste generation were reported during the fiscal year[177]. - The group actively engages with stakeholders through meetings, surveys, and dialogues to gather feedback on ESG issues[168]. - The group aims to strengthen its operations, management, and technology in port activities and facilities[165]. - The group emitted 19.65 kg of nitrogen oxides, 6.55 kg of sulfur oxides, and 1.81 kg of particulate matter during the reporting year[181]. - Greenhouse gas emissions totaled 2,526.69 tons of CO2 equivalent, with a density of 0.76 tons of CO2 equivalent per thousand tons of total cargo throughput[183]. - The group has set a target to reduce total greenhouse gas emissions by 3% per year for every thousand tons of total cargo throughput over the next 10 years[196].