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，概不對因本公告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 Bao Shen Holdings Limited 寶 申 控 股 有 限 公 司 （於開曼群島註冊成立的有限責任公司） （股份代號：8151） (1)進 一 步 延 遲(A)刊 發 二 零 二 二 年 經 審 核 全 年 業 績 及 寄 發 二 零 二 二 年 年 報，及 (B)刊 發 二 零 二 三 年 第 一 季 度 業 績 及 寄 發 二 零 二 三 年 第 一 季 度 報 告； (2)刊 發 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 的 未 經 審 核 全 年 業 績；及 (3)繼 續 暫 停 買 賣 本公告乃由寶申控股有限公司（「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GEM證券上市規則（「GEM上市規則」）第17.10條及香 港法例第571章《證券及期貨條例》第XIVA部之內幕消息條文（定義見GEM上市規 則）作出。 香港聯合交易所有 ...

Financial Performance - For the nine months ended September 30, 2022, the group's revenue decreased by approximately 14.2% to approximately RMB 870 million, compared to RMB 1,014 million for the same period in 2021[8]. - The group recorded a loss of approximately RMB 57 million for the nine months ended September 30, 2022, an increase of RMB 6 million or 11.8% compared to the loss of RMB 51 million for the same period in 2021[19]. - Gross profit for the nine months ended September 30, 2022, was approximately RMB 98 million, a decrease of approximately 39.5% from RMB 162 million in the same period of 2021[12]. - The gross profit margin for the nine months ended September 30, 2022, was approximately 11.3%, down 4.6 percentage points from 15.9% in the same period of 2021[12]. - Revenue for the nine months ended September 30, 2022, was RMB 87.0 million, a decrease of 14.2% from RMB 101.4 million for the same period in 2021[33]. - Gross profit for the nine months ended September 30, 2022, was RMB 9.8 million, down 39.3% from RMB 16.2 million in the previous year[33]. - The group reported a loss attributable to shareholders of RMB 5.7 million for the nine months ended September 30, 2022, compared to a loss of RMB 5.1 million in the same period of 2021[33]. Income and Expenses - Other income and gains increased from approximately RMB 6 million for the nine months ended September 30, 2021, to approximately RMB 12 million for the same period in 2022, representing a growth of approximately 100.0%[13]. - Selling and distribution expenses decreased by 11.1% from approximately RMB 45 million for the nine months ended September 30, 2021, to approximately RMB 40 million for the same period in 2022[14]. - Administrative expenses decreased by 30.1% from approximately RMB 153 million for the nine months ended September 30, 2021, to approximately RMB 107 million for the same period in 2022[16]. - Financial expenses decreased by 12.5% from approximately RMB 24 million for the nine months ended September 30, 2021, to approximately RMB 21 million for the same period in 2022[17]. - The total financial expenses for the nine months were RMB 2,116,000, a decrease of 12.2% from RMB 2,411,000 in the previous year[47]. Assets and Liabilities - As of September 30, 2022, the group's current assets amounted to RMB 107.0 million, a decrease of approximately 2.5% from RMB 109.7 million as of December 31, 2021[24]. - The group's net asset value was RMB 74.3 million, down about 4.3% from RMB 77.6 million as of December 31, 2021[24]. - The debt-to-equity ratio increased to approximately 60.3% as of September 30, 2022, compared to 45.5% as of December 31, 2021[24]. Corporate Actions and Plans - The group plans to continue executing strategies to reduce expenses and enhance management capabilities to improve market competitiveness in the fourth quarter of 2022[9]. - The board does not recommend the payment of an interim dividend for the nine months ended September 30, 2022[23]. - The company plans to expand its market share in the white goods steel and plastic components industry in China[28]. - The company intends to balance its capital structure through issuing new shares and repurchasing shares, as well as issuing new debt or redeeming existing debt[26]. Shareholding and Governance - As of September 30, 2022, Mr. Fan holds 223,650,000 shares, representing 53.25% of the company's equity[58]. - Mr. Zhou holds 91,350,000 shares, representing 21.75% of the company's equity[58]. - Mr. Fan is the beneficial owner of all issued shares of Huanmao Investment, which holds 223,650,000 shares, equating to 53.25% of the company[61]. - Mr. Zhou is the beneficial owner of all issued shares of Season Empire Group, which holds 91,350,000 shares, equating to 21.75% of the company[61]. - The company confirms compliance with the minimum public float requirement of 25% as of September 30, 2022[73]. - The board has confirmed adherence to the corporate governance code during the reporting period[70]. - There were no direct or indirect competitive businesses conducted by directors or major shareholders during the reporting period[65]. - The company has adopted a code of conduct for securities trading by directors, confirming full compliance during the reporting period[69]. - The audit committee was established on March 31, 2018, consisting of three independent non-executive directors[74]. - The committee's main responsibilities include reviewing financial statements and overseeing internal control procedures[74]. Compliance and Reporting - The unaudited consolidated financial results for the nine months ended September 30, 2022, were reviewed and deemed compliant with applicable accounting standards[76]. - The company has sufficient disclosures in accordance with GEM listing rules and other applicable regulations[76]. - The company has not recorded any taxable profits in Hong Kong for the periods ended September 30, 2022, and 2021, resulting in no provision for Hong Kong profits tax[49]. - The company has not identified any subsequent events that require shareholder attention following the reporting period[55]. - No share options were granted under the share option scheme during the nine months ending September 30, 2022[72]. - The company has not purchased, sold, or redeemed any of its listed securities during the nine months ending September 30, 2022[67].

Financial Performance - The group's revenue for the six months ended June 30, 2022, decreased by approximately 12.7% to RMB 585 million, compared to RMB 670 million for the same period in 2021[8] - The group recorded a loss of approximately RMB 36 million for the six months ended June 30, 2022, a decrease of RMB 1 million or 2.7% compared to the loss of RMB 37 million for the same period in 2021[8] - Gross profit for the six months ended June 30, 2022, was approximately RMB 69 million, down about 34.9% from approximately RMB 106 million in the same period of 2021[12] - The gross profit margin for the six months ended June 30, 2022, was approximately 11.8%, a decrease of about 4.1 percentage points from approximately 15.9% in the same period of 2021[12] - Other income and gains decreased by approximately 25.0% to RMB 30 million for the six months ended June 30, 2022, compared to RMB 40 million for the same period in 2021[14] - The group reported a revenue of RMB 58.5 million for the six months ended June 30, 2022, a decrease of 12.8% compared to RMB 67.0 million for the same period in 2021[32] - The gross profit for the six months ended June 30, 2022, was RMB 6.9 million, representing a decline of 34.5% from RMB 10.6 million in the previous year[32] - The group incurred a loss before tax of RMB 3.6 million for the six months ended June 30, 2022, compared to a loss of RMB 3.7 million for the same period in 2021[32] - The company reported a total comprehensive loss of RMB 2,494,000 for the six months ended June 30, 2022, compared to a loss of RMB 3,878,000 for the same period in 2021[39] Expenses and Cost Management - Selling and distribution expenses decreased by 18.2% to approximately RMB 27 million for the six months ended June 30, 2022, from approximately RMB 33 million for the same period in 2021[15] - Administrative expenses decreased by 30.9% to approximately RMB 67 million for the six months ended June 30, 2022, compared to approximately RMB 97 million for the same period in 2021[16] - Financial expenses decreased by 11.8% to approximately RMB 15 million for the six months ended June 30, 2022, from approximately RMB 17 million for the same period in 2021[17] - The group plans to implement cost control measures, reduce unnecessary expenses, and improve production efficiency in the second half of 2022[9] - For the six months ended June 30, 2022, the total employee benefits expenses amounted to RMB 11,220,000, a decrease of 15.1% from RMB 13,224,000 in the same period of 2021[56] Sales and Market Outlook - The group expects an increase in annual sales to its second-largest customer due to new product tenders and increased production capacity[13] - The sales of spray-painted outer parts decreased by 34.9% to RMB 4,645,000 from RMB 7,135,000 year-on-year[49] - The sales of spray-plastic outer parts decreased by 30.8% to RMB 13,081,000 from RMB 18,949,000 year-on-year[49] - The group plans to enhance its market share in the white goods steel and plastic components industry in China[25] Assets and Liabilities - As of June 30, 2022, the group had pledged right-of-use assets and properties totaling approximately RMB 25.2 million, down from RMB 29.4 million as of December 31, 2021[21] - Cash and cash equivalents at the end of the period were RMB 27.2 million, compared to RMB 24.9 million at the end of the same period in 2021[37] - Total equity as of June 30, 2022, is RMB 75,074,000, a decrease of 3.2% from RMB 77,568,000 as of December 31, 2021[39] - Trade receivables decreased to RMB 36,739,000 as of June 30, 2022, down 16.4% from RMB 43,994,000 as of December 31, 2021[64] - The total trade payables decreased to RMB 26,528,000 as of June 30, 2022, down 29.1% from RMB 37,438,000 as of December 31, 2021[68] - The company's net asset value as of June 30, 2022, was RMB 751 million, down approximately 3.2% from RMB 776 million as of December 31, 2021[79] - The debt-to-equity ratio increased to approximately 60.7% as of June 30, 2022, compared to 45.5% as of December 31, 2021[79] - The total current liabilities were RMB 715 million as of June 30, 2022, compared to RMB 714 million as of December 31, 2021[79] - The company’s total non-current liabilities were RMB 19 million as of June 30, 2022, down from RMB 27 million as of December 31, 2021[79] Compliance and Governance - The company has not applied any new accounting standards that have been issued but are not yet effective, and is currently assessing their potential impact[45] - The company did not declare an interim dividend for the six months ended June 30, 2022, consistent with the previous year[59] - The company has adopted the trading standards as per GEM Listing Rules sections 5.48 to 5.67, confirming full compliance by all directors with no violations reported as of June 30, 2022[85] - The company has adhered to all applicable provisions of the Corporate Governance Code under GEM Listing Rules Appendix 15 during the reporting period, with the chairman also serving as the CEO deemed appropriate for effective management[86] - The Audit Committee, established on March 31, 2018, consists of three independent non-executive directors and is responsible for overseeing financial reporting and internal controls[91] - The Audit Committee has reviewed the unaudited consolidated financial results for the period ending June 30, 2022, ensuring compliance with applicable accounting standards and GEM Listing Rules[93]

Revenue Performance - The group's revenue for the three months ended March 31, 2022, decreased by approximately 7.0% to about RMB 319 million, compared to RMB 343 million for the same period in 2021[7]. - Revenue from the stamping parts manufacturing segment increased by 26.0% to approximately RMB 97 million for the three months ended March 31, 2022, compared to RMB 77 million for the same period in 2021[11]. - Revenue from the plastic parts manufacturing segment decreased by 12.9% to approximately RMB 115 million for the three months ended March 31, 2022, compared to RMB 132 million for the same period in 2021[13]. - Revenue from the painting peripheral parts processing segment decreased by 29.7% to approximately RMB 26 million for the three months ended March 31, 2022, compared to RMB 37 million for the same period in 2021[14]. - Revenue from the spraying peripheral parts processing segment decreased by 16.5% to approximately RMB 81 million for the three months ended March 31, 2022, compared to RMB 97 million for the same period in 2021[15]. - For the first quarter ended March 31, 2022, the company's revenue was RMB 31,857,000, a decrease of 7.1% compared to RMB 34,295,000 in the same period of 2021[24]. - Revenue from stamping parts increased to RMB 9,660,000 in the first quarter of 2022, up 24.0% from RMB 7,748,000 in the same period of 2021[33]. - Revenue from spray-painted parts decreased to RMB 2,558,000, down 30.2% from RMB 3,662,000 in the first quarter of 2021[33]. - Revenue from plastic parts was RMB 11,534,000, a decrease of 12.5% compared to RMB 13,172,000 in the first quarter of 2021[33]. Profit and Loss - The group recorded a loss of approximately RMB 10 million for the three months ended March 31, 2022, which is a decrease of RMB 6 million or 37.5% compared to the same period in 2021[7]. - The group's gross profit for the three months ended March 31, 2022, was approximately RMB 41 million, a decrease of about 8.9% compared to RMB 45 million for the same period in 2021[16]. - The gross profit margin for the three months ended March 31, 2022, was approximately 12.9%, a decrease of about 0.2 percentage points compared to 13.1% for the same period in 2021[16]. - The gross profit for the first quarter of 2022 was RMB 4,116,000, down from RMB 4,476,000 in the first quarter of 2021, representing a decline of 8.1%[24]. - The company reported a loss before tax of RMB 962,000 for the first quarter of 2022, an improvement from a loss of RMB 1,634,000 in the same period of 2021, indicating a reduction in losses by 41.1%[24]. - The basic and diluted loss per share for the first quarter of 2022 was RMB 0.23, compared to RMB 0.39 in the first quarter of 2021, reflecting a 41.0% improvement[24]. - For the three months ended March 31, 2022, the company reported a total loss of RMB 962,000, compared to a loss of RMB 1,634,000 for the same period in 2021, indicating a reduction in losses by approximately 41.1%[41]. Expenses - Selling and distribution expenses decreased by 17.6% to approximately RMB 14 million for the three months ended March 31, 2022, compared to RMB 17 million for the same period in 2021[18]. - Administrative expenses decreased by 21.1% to approximately RMB 30 million for the three months ended March 31, 2022, compared to RMB 38 million for the same period in 2021[19]. Assets and Liabilities - The company's total current assets as of March 31, 2022, were approximately RMB 1,132 million, an increase from RMB 1,097 million as of December 31, 2021[52]. - The company's net asset value was approximately RMB 765 million as of March 31, 2022, a decrease of about 1.4% from RMB 776 million as of December 31, 2021[52]. - The debt-to-equity ratio of the company was approximately 58.0% as of March 31, 2022, compared to 45.5% as of December 31, 2021, indicating an increase in leverage[52]. - The total current liabilities amounted to approximately RMB 762 million as of March 31, 2022, which primarily included trade and other payables as well as bank borrowings[52]. Cash and Dividends - The company had approximately RMB 282 million in cash and bank balances as of March 31, 2022, down from RMB 356 million as of December 31, 2021[52]. - The company did not declare an interim dividend for the three months ended March 31, 2022, consistent with the previous year[39]. Shareholder Information - The company’s major shareholders include Mr. Fan, who holds a 53.25% stake, and Mr. Zhou, who holds a 21.75% stake in the company[45]. - The weighted average number of ordinary shares issued for the three months ended March 31, 2022, was 420,000, resulting in a basic loss per share of RMB 2.29, compared to RMB 3.89 for the same period in 2021[41]. Compliance and Governance - The audit committee has reviewed the group's unaudited financial performance for the period ending March 31, 2022, ensuring compliance with applicable accounting standards and GEM listing rules[68]. - The company confirms compliance with the minimum public float requirement of 25% as of March 31, 2022[65]. Future Plans and Investments - The company plans to enhance production capacity for stamping components and related labor costs through the acquisition of automated rolling production lines and stamping machines, with an expected expenditure of HKD 4.1 million[58]. - The company has not made any significant investments, acquisitions, or disposals of subsidiaries or associates during the reporting period ending March 31, 2022[56]. Treasury and Risk Management - The group maintains a prudent treasury policy, ensuring a robust liquidity position throughout the reporting period[55]. - The board closely monitors the liquidity structure of the group's assets and liabilities to meet ongoing funding needs[55]. - The company has not engaged in any derivative agreements or hedging activities related to foreign exchange risks during the reporting period[55].

Financial Performance - The company's revenue increased by 13.3% to approximately RMB 137.0 million for the year ended December 31, 2021, compared to RMB 120.9 million in 2020[10]. - Gross profit rose by 14.5% to approximately RMB 22.9 million, with a stable gross margin of about 16.7%[10]. - The company recorded a loss of approximately RMB 3.7 million for the year, primarily due to increased R&D expenses to maintain competitiveness[10]. - Revenue from plastic component manufacturing surged by 47.8% to approximately RMB 53.5 million, driven by increased sales to the company's largest customer[15]. - Revenue from stamping component manufacturing increased by 1.6% to approximately RMB 32.5 million, remaining stable[14]. - Revenue from spray-painted outer component processing decreased by 14.3% to approximately RMB 13.8 million, attributed to reduced sales of washing machine and refrigerator components[16]. - Revenue from spray-plastic outer component processing grew by 1.9% to approximately RMB 37.2 million, indicating stable sales[17]. - Revenue increased by approximately 14.5% from RMB 120.85 million in 2020 to RMB 136.98 million in 2021, with a gross profit of RMB 22.93 million and a stable gross margin of 16.7%[19]. - Other income decreased by 25.0% from RMB 2.0 million in 2020 to RMB 1.5 million in 2021, primarily due to a reduction in net sales of molds and leftover products[20]. - Selling and distribution expenses rose by 35.6% from RMB 4.5 million in 2020 to RMB 6.1 million in 2021, mainly due to increased costs for sales and marketing personnel[21]. - Administrative expenses increased by 21.9% from RMB 16.0 million in 2020 to RMB 19.5 million in 2021, primarily due to higher R&D costs[22]. - Financial costs increased by 24.0% from RMB 2.5 million in 2020 to RMB 3.1 million in 2021, mainly due to increased interest on other borrowings[23]. - The company recorded a loss attributable to owners of approximately RMB 3.7 million in 2021, compared to a loss of RMB 1.1 million in 2020, primarily due to increased R&D costs[25]. Business Strategy and Operations - The company plans to explore new business opportunities to diversify its operations in 2022[11]. - Cost control measures are expected to lower procurement costs for common raw materials and improve production efficiency[12]. - The company aims to enhance customer service by refining on-site tracking and response times[12]. - The company plans to expand its market share in the white goods steel and plastic components industry in China, extending the timeline for the use of funds until June 30, 2023[34]. - The company plans to enhance the production capacity of stamping components through the acquisition of automated rolling production lines and stamping machines, with an expenditure of HKD 4.1 million, expected to be completed by June 2023[36]. - An additional HKD 4.2 million is allocated for acquiring a new processing line to increase the capacity for plastic-coated peripheral components, also expected to be completed by June 2023[36]. - The company has earmarked HKD 2.7 million for acquiring a new processing line to boost the capacity for spray-painted components, with completion anticipated by June 2023[36]. - The company has bank loans totaling RMB 3,000,000 at an interest rate of 3.65% for purchasing raw materials, and RMB 2,000,000 at an interest rate of 4.00% for general working capital[108]. Customer and Supplier Relationships - For the fiscal year ending December 31, 2021, the company reported revenue from a major customer of approximately RMB 57.6 million, accounting for 42.0% of total revenue[65]. - The company has a significant reliance on one customer, with revenues from this customer increasing from RMB 30.0 million in 2019 to RMB 57.6 million in 2021[65]. - Approximately 90.7% of total revenue for the fiscal year ending December 31, 2021, came from the company's top five customers[68]. - The group's procurement from its largest and five largest suppliers accounted for approximately 16.6% and 47.8% of total procurement, respectively[69]. - The company maintained stable relationships with approximately 14 major suppliers, down from 16 in 2020, ensuring timely delivery and reduced transportation costs[198]. - The company maintains relationships with approximately three different suppliers for each major raw material[199]. - Suppliers are evaluated based on factors such as technical strength, product quality, and pricing[199]. - The company assesses suppliers' compliance with environmental and social standards, including prohibiting child labor and ensuring safe working conditions[199]. Environmental, Social, and Governance (ESG) Initiatives - The board is responsible for overseeing the company's environmental, social, and governance (ESG) issues and progress[133]. - The company has set short-term and long-term sustainable development goals, including emission reduction targets[134]. - The company emphasizes the importance of sustainable development as a long-term strategic priority[133]. - The group has obtained ISO 14001:2015 environmental management system certification during the reporting period[149]. - The group aims to reduce resource consumption, including reducing emissions of waste gases, greenhouse gases, and wastewater[152]. - The group complies with all relevant environmental laws and regulations in China, with no confirmed violations during the reporting period[151]. - The group emphasizes the importance of transparency to build investor confidence, highlighting sustainable achievements in the report[146]. - The group has established an Environmental Health and Safety Working Group to oversee environmental policies and report to the board semi-annually[140]. - The group identifies and assesses environmental, social, and governance risks, including business ethics and climate change risks[142]. - The group focuses on stakeholder communication to understand concerns and create a friendly work environment[140]. - The group integrates sustainable development concepts into daily operations to mitigate environmental impacts[149]. - The group has implemented various measures to reduce pollution and resource consumption in its manufacturing processes[149]. Employee and Workforce Management - The total employee cost and related expenses for the year ended December 31, 2021, were approximately RMB 26.0 million, an increase from RMB 22.8 million in 2020[40]. - As of December 31, 2021, the group employed 260 full-time employees, down from 291 in 2020[40]. - The employee count as of December 31, 2021, was 260, a decrease from 291 in 2020, with a turnover rate of 30.8% in 2021 compared to 35.7% in 2020[182][183]. - The proportion of male employees decreased from 44% in 2020 to 42% in 2021, while female employees increased from 56% to 58%[182]. - Employee training and awareness programs are in place to promote environmental consciousness and compliance with labor laws[181]. - The company reported zero work-related fatalities and significant injuries during the reporting period[187]. - The number of work-related injuries decreased from 26 in 2020 to 14 in 2021, with lost workdays due to injuries increasing from 52 to 144[188]. - Employee training participation rates were 69% for male employees and 63% for female employees in 2021, down from 85% and 113% respectively in 2020[193]. - Average training hours per employee decreased for males from 1.68 hours in 2020 to 0.63 hours in 2021, and for females from 1.26 hours to 0.67 hours[195]. Compliance and Governance - The company has been actively managing its financial governance and corporate secretarial matters since the appointment of its CFO in March 2018[52]. - The group did not experience any customer or supplier loss during the year ended December 31, 2021, and received no complaints[70]. - The group maintained compliance with relevant laws and regulations during the year ended December 31, 2021[72]. - The independent auditor for the group’s consolidated financial statements is KPMG, who will be re-elected at the upcoming annual general meeting[130]. - The company confirmed the independence of its independent non-executive directors according to GEM listing rules[88]. - The company has confirmed that all parties to the non-competition agreement have complied with its terms since the year ended December 31, 2021[99]. - The independent non-executive directors reviewed compliance with the non-competition agreement and found no violations by any parties[101]. - The company has not made any changes to the terms of the non-competition agreement since its listing date[101]. - The company has fully exempted ongoing related party transactions from independent shareholder approval and annual review requirements under GEM Listing Rules[104]. - The company has not engaged in any related party transactions that require independent shareholder approval, annual review, or disclosure under GEM Listing Rules Chapter 20[106]. Waste Management and Resource Consumption - The total hazardous waste generated in 2021 was 8.85 tons, an increase of 32.8% from 6.67 tons in 2020[174]. - The total non-hazardous waste remained constant at 0.02 tons in both 2021 and 2020, resulting in a total waste generation of 8.87 tons in 2021 compared to 6.79 tons in 2020[174]. - The company aims to control waste emissions to below 0.13 tons for every 100,000 products produced[172]. - Paper packaging material usage decreased significantly from 86.04 tons in 2020 to 4.46 tons in 2021 due to reduced spray painting and order volumes[176]. - The company aims to maintain a "green factory" initiative to enhance resource efficiency and reduce environmental impact[163]. - The company has established a hazardous waste storage facility to temporarily hold solid hazardous waste generated during production[172]. - The hazardous waste disposal is managed by a qualified third-party organization, ensuring compliance with environmental regulations[172]. - The company has implemented measures to ensure wastewater discharge meets local standards, with a target and actual wastewater emission control of 1.3 tons per 100,000 products[156].