致：香港交易及結算所有限公司 公司名稱: 烯石電動汽車新材料控股有限公司 (於開曼群島註冊成立的有限公司) 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) | 06128 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,800,000,000 | HKD | | 0.05 | HKD | | 90,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 1,800,000,000 | HKD | | 0.05 | HKD | | 90,000,000 | | 2. 股份分類 | 優先股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | ...

Hong Kong, May 15, 2025 (GLOBE NEWSWIRE) -- Graphex Group Limited (“Graphex Group” or the “Company”) (HKSE: 6128)) announced today that the NYSE American LLC (the “New York Exchange”) has issued a delisting letter for its American Depositary Shares (ADSs) and suspended trading with the symbol “GRFX” as of May 14, 2025. As previously reported, the Company is not in compliance with Sections 134 and 1101 of the NYSE American Company Guide (“Company Guide”) since it failed to timely file with the Securities and ...

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 187,850,000, a decrease of 36% compared to HKD 291,929,000 in 2023[4] - Adjusted segment EBITDA for graphene products was HKD 17,734,000, down 54% from HKD 38,319,000 in the previous year[4] - The company reported a pre-tax loss of HKD 119,168,000, which is a 4% increase from a loss of HKD 114,281,000 in 2023[4] - Total assets decreased by 4% to HKD 809,348,000 from HKD 847,343,000 in 2023[4] - Cash and bank balances fell by 43% to HKD 15,547,000 compared to HKD 27,190,000 in the previous year[4] - The net asset value decreased by 24% to HKD 280,360,000 from HKD 369,638,000 in 2023[4] - The graphene products segment reported a revenue decline of 39% year-on-year to approximately HKD 118.0 million, accounting for 63% of the group's total revenue[24] - The total revenue of the group decreased to approximately HKD 187.9 million, a 36% decrease compared to HKD 291.9 million for the year ended December 31, 2023[31] - The adjusted EBITDA for the graphene products segment fell by 54% to approximately HKD 17.7 million[24] - The landscape design segment contributed approximately HKD 69.9 million in revenue, representing a 28% decrease from approximately HKD 97.0 million[28] - The group experienced a 24% increase in impairment losses on financial and contract assets, rising to approximately HKD 27.7 million from HKD 22.3 million[35] - The group reported a net loss attributable to equity holders of approximately HKD 111.4 million for the year ended December 31, 2024, compared to a loss of HKD 113.2 million in the previous year[41] Strategic Plans and Market Position - The company plans to focus on enhancing resilience and strategic deployment in 2025 despite ongoing challenges[14] - Expansion plans in China faced unexpected delays due to logistics and administrative issues, affecting the timeline for new anode material production facilities[14] - The company sees potential value in its role within the U.S. battery materials supply chain due to export restrictions on graphite and graphene products[14] - The company anticipates new revenue sources from government incentives in renewable energy, electric vehicles, drones, and robotics[14] - The group plans to continue increasing its graphene product capacity despite geopolitical tensions affecting global expansion strategies[24] - The company plans to invest at least RMB 200 million in the first phase of a graphite deep processing project, aiming for an annual production of 20,000 tons of high-purity spherical graphite[47] - The estimated total investment for the first phase of the lithium-ion battery anode material project in Laixi City is approximately RMB 1 billion[48] - A comprehensive five-year plan has been established focusing on capacity expansion, R&D enhancement, and innovative battery systems[60] - The company anticipates strong demand for lithium-ion batteries driven by the global shift towards electrification, particularly in electric vehicles and renewable energy storage[60] Governance and Compliance - The company has adopted a dividend policy since January 8, 2019, allowing shareholders to share in profits while retaining sufficient reserves for future development[96] - The board will continue to review the dividend policy and reserves the right to update, amend, and modify the policy at any time[99] - The company emphasizes the importance of board diversity to enhance performance quality, considering various measurable aspects such as gender, age, ethnicity, knowledge, and tenure[101] - The board currently consists of eight members, including three executive directors, one non-executive director, and four independent non-executive directors[112] - The company has five independent non-executive directors, which is at least one-third of the board members[112] - The board is responsible for developing the company's strategy, overseeing operations and financial performance, and ensuring effective governance and risk management systems[113] - The nomination committee reviews the board's composition annually to ensure diversity and effectiveness[103] - The company adopted a nomination policy on December 31, 2018, to ensure a balanced and suitable skill set on the board[105] - Independent non-executive directors have confirmed their compliance with independence standards as per listing rules[112] - The board has established mechanisms to ensure independent opinions and perspectives are available to all directors[116] - The company has a mechanism for indemnifying directors and senior officers against costs and liabilities incurred in the execution of their duties[116] - The nomination committee evaluates potential candidates based on integrity, commitment, and diversity factors[108] - The board is responsible for preparing financial statements that fairly reflect the company's affairs and performance[115] - The board plans to hold at least four regular meetings annually, with a total of eight meetings scheduled for 2024[118] - The company encourages continuous professional development for directors to enhance their knowledge and skills[124] - The company’s compliance with legal regulations and corporate governance policies is regularly reviewed[121] - Directors are required to retire and seek re-election at least every three years, ensuring board refreshment[122] - The company has established specific committees, including the Audit, Remuneration, and Nomination Committees, to enhance governance[126] - The company’s governance report includes a commitment to maintaining effective internal controls and risk management systems[127] Risk Management - The company has established a risk management system that includes risk identification, assessment, and management to mitigate potential impacts on business objectives[134] - Major risks identified include market risk due to a slowdown in China's real estate development, which could affect demand for design services[136] - Credit risk is a concern, particularly regarding accounts receivable management, with measures in place to address overdue payments[136] - The company has implemented a comprehensive IT security policy to mitigate risks associated with network security threats, which are increasingly relevant to its operations[138] - The company is committed to monitoring and managing significant risks that could adversely affect its performance and strategic execution[135] - The board reviews the effectiveness of the risk management and internal control systems annually, concluding that these systems are effective and adequate, providing reasonable assurance against significant errors or losses[141] - The internal audit function operates independently and evaluates the risk management and internal control systems through interviews, process tracking, and operational efficiency testing[142] Shareholder Communication and Equity - The company encourages effective communication with shareholders and stakeholders, providing detailed information through annual reports and interim reports[147] - The company has a dedicated company secretary who has complied with the relevant professional training requirements under the listing rules[143] - The company has a total equity of 98,610,887 shares, representing approximately 8.4% of the issued share capital[70] - The company has a total equity of 680,000 shares, representing approximately 0.06% of the issued share capital[73] - The company has outstanding bonds of approximately HKD 113.8 million and issued bills of approximately HKD 61.7 million as of December 31, 2024[44] - The company issued 2,400,000 and 43,689,383 ordinary shares on May 8, 2024, and June 28, 2024, respectively, to offset liabilities totaling HKD 5,890,600[51] - The company completed a placement of 185,480,000 shares at a price of HKD 0.066 per share, raising approximately HKD 11.97 million[54] - The intended use of the net proceeds includes repaying loans of HKD 11,865 million and general working capital of HKD 105 million, totaling HKD 11,970 million[54] - A rights issue will be conducted at a subscription price of HKD 0.170 per share, aiming to raise approximately HKD 119.7 million by issuing 704,284,056 shares[58] Employee and Share Incentive Plans - The company has approximately 232 employees as of December 31, 2024, with compensation based on job nature, market trends, and individual performance[50] - The company has adopted a new share incentive plan effective from February 6, 2023, after terminating the existing share option and incentive plans[195] - The total number of share options available for issuance under the share option plan is 1,935,538 shares, which is approximately 0.82% of the issued shares as of the report date[191] - The company has 9,677,692 share options that are unexercised as of December 31, 2024, which represents about 1.00% of the weighted average number of shares issued and outstanding[191] - A total of 35,231,235 shares were granted to three employees and eight service providers, representing approximately 4.53% of the company's issued shares as of June 12, 2023[196] - The fair value of the shares granted on June 12, 2023, was estimated at HKD 0.455 per share, based on the closing price of HKD 0.425 per share on the grant date[196] - On July 24, 2023, a total of 22,990,000 shares were granted to three directors and thirteen employees, representing about 2.94% of the company's issued shares[198] - The fair value of the shares granted on July 24, 2023, was estimated at HKD 0.46 per share, based on the closing price of HKD 0.47 per share on the grant date[198] - A total of 10,128,072 shares were granted to twelve employees on December 14, 2023, representing approximately 1.13% of the company's issued shares[198] - The fair value of the shares granted on December 14, 2023, was estimated at HKD 0.38 per share, based on the closing price of HKD 0.375 per share on the grant date[198] - The total number of shares granted under the 2023 Share Incentive Plan is capped at 68,349,307 shares, which is 10% of the company's issued shares as of the plan adoption date[197] - The maximum allocation for each participant is limited to 1% of the company's issued share capital[197] - The shares granted under the 2023 Share Incentive Plan do not have performance targets but are subject to general clawback provisions[199] - The plan is effective for ten years from February 6, 2023[197]

Exhibit 99.1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Graphex Group Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purc ...

Financial Performance - Total revenues for the six months ended June 30, 2023, were HK$151.3 million (US$19.4 million), a decrease of 7% from HK$163.1 million in the same period of 2022[2]. - Gross profit for the same period was HK$50 million (US$6.4 million), down 13% from HK$57.6 million in the prior year, resulting in a gross margin of 33% compared to 35.7%[2][17]. - Net loss increased by 3% to HK$69.9 million (US$9 million) for the six months ended June 30, 2023, compared to a net loss of HK$67.9 million in the same period of 2022[3]. - The net loss attributable to Graphex Group Limited for the six months ended June 30, 2023, was HK$72,117, compared to a net loss of HK$67,699 in the same period of 2022[45]. - The company reported a loss per share of HK$0.099 for the six months ended June 30, 2023, compared to HK$0.131 in the previous year[45]. Revenue Breakdown - Revenue from the Graphene Products Business decreased by 6% to HK$97.1 million, primarily due to exchange rate fluctuations, but showed a slight increase of 1% when excluding these effects[9]. - The Landscape Architecture and Design Business reported a revenue decline of 6% to HK$54.2 million, attributed to fewer new contracts[10]. Expenses and Losses - Research and development expenses increased slightly to HK$10.8 million, reflecting enhanced efforts in the Graphene products business[23]. - Selling and marketing expenses increased by 30% to approximately HK$3 million, driven by higher costs in the Landscape architecture and design business and marketing efforts in the U.S.[21]. - Total other expenses netted approximately HK$32.1 million, an increase of 2% from HK$31.4 million in the previous year, primarily due to decreased service income from the landscape segment[25]. - Graphene Products Business reported a loss before tax of approximately HK$10.7 million for the six months ended June 30, 2023, compared to a loss of HK$8.7 million for the same period in 2022, indicating an increase in loss due to decreased revenue[28]. - Landscape Architecture and Design Business experienced a loss before income tax of approximately HK$13 million for the six months ended June 30, 2023, down from HK$14 million in 2022, primarily due to exchange rate fluctuations[29]. Cash Flow and Assets - Net cash used in operating activities decreased to approximately HK$9.4 million for the six months ended June 30, 2023, from HK$12.1 million in 2022, mainly due to an increase in trade receivables in the Graphene Products Business[33]. - Total current assets increased to HK$283.8 million as of June 30, 2023, from HK$235.1 million as of December 31, 2022, driven by higher trade and notes receivables[41]. - Total liabilities increased to HK$560.4 million as of June 30, 2023, compared to HK$532.1 million as of December 31, 2022, reflecting changes in current liabilities[43]. Capital Expenditures and Financing - Capital expenditures rose to approximately HK$0.9 million for the six months ended June 30, 2023, from HK$0.2 million in 2022, primarily for equipment purchases in the Graphene Products and Landscape Architecture businesses[36]. - The company had outstanding corporate bonds of approximately HK$115.4 million and promissory notes of approximately HK$123.6 million as of June 30, 2023, unchanged from December 31, 2022[37]. - Convertible notes with a principal amount of US$20,000 were converted into shares at a conversion price of HK$0.65 in September 2023, reflecting ongoing financing activities[39]. Strategic Initiatives - The Group plans to expand production capacity significantly, with new facilities in China and the USA totaling 105,000 metric tons, potentially increasing total capacity to 215,000 metric tons[4]. - The company entered into a Cooperation Agreement with the Nanshu Town Government for the "Graphite Anode Material Project" in July 2023, indicating a strategic market expansion initiative[38]. - Graphex aims to expand its global operations to support energy transition and electrification efforts worldwide[46]. - Graphex's strategic focus is on enhancing renewable energy technologies, particularly for EV batteries and lithium-ion batteries[46]. - The company holds patents in various areas, including products, production methods, machinery design, and environmental protection, supporting its competitive position in the market[46]. Foreign Currency Impact - The company experienced a foreign currency translation adjustment loss of HK$15,747 for the six months ended June 30, 2023[45].

Regulatory Environment - The company is classified as an "emerging growth company" and intends to utilize exemptions from various reporting and financial disclosure requirements, including presenting only two years of audited financial statements[29]. - The company can remain an emerging growth company for up to five years or until annual gross revenues exceed $1.07 billion or the market value of its ordinary shares held by non-affiliates exceeds $700 million[31]. - The company is subject to uncertainties regarding future regulatory requirements, including potential approvals from the CSRC and CAC for overseas listings and offerings[41]. - The PRC government has significant authority to regulate the company's operations, which could materially affect its financial condition and results of operations[42]. - The company does not utilize a VIE structure and believes its subsidiaries are not directly affected by recent PRC regulatory actions[45]. - The PRC government may intervene in operations or impose restrictions on foreign investment, which could significantly impact the company's ability to offer securities[121]. - Regulatory bodies in the United States may face limitations in conducting investigations or inspections of the company's operations in the PRC[122]. - The draft Overseas Listing Rules require PRC companies to file with the CSRC for overseas offerings, with significant penalties for non-compliance[135]. - The company cannot assure timely compliance with new regulatory requirements, which may disrupt operations and adversely affect financial condition[131]. - The 2021 Negative List requires PRC companies in prohibited businesses to obtain governmental approval for overseas listings, impacting foreign investment operations[138]. - Substantial uncertainties exist regarding the Overseas Listing Rules and their implications for PRC companies, particularly concerning follow-on offerings[139]. - The Revised Review Measures mandate cybersecurity reviews for online platform operators with over one million users intending to list abroad, effective February 15, 2022[140]. - Approval from CSRC or CAC may be required for future offerings, with potential delays or rescissions impacting business operations and financial conditions[142]. - The PRC government has not formally acknowledged the legality of VIE structures, posing risks to companies utilizing such arrangements[144]. - The Foreign Investment Law (2019) introduces uncertainties regarding contractual arrangements as a form of foreign investment, potentially affecting VIE structures[151]. - The PRC Cybersecurity Law mandates that personal information and important data must be stored in China, with potential cybersecurity reviews for critical infrastructure operators[194]. - Companies with personal information of over 1 million users must file for cybersecurity review before listing abroad, as per recent measures[195]. - The interpretation and implementation of the PRC Foreign Investment Law may impact the company's corporate structure and financial results[190]. - The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasize the need for tighter supervision of overseas listings by PRC companies[193]. Financial Condition - The company has incurred continued losses from operations and has a working capital deficiency as of December 31, 2022[120]. - The auditor has expressed substantial doubt about the company's ability to continue as a going concern due to an accumulated deficit and continued operational losses[120]. - The company is financially dependent on timely distributions from its subsidiaries, which could adversely affect its results if not received[96]. - The company may experience net operating cash outflows due to the production of graphene products not selling at the same rate as production, potentially affecting cash flow[94]. - The company faces significant risks from potential accidents involving heavy equipment or hazardous substances, which could lead to civil lawsuits and regulatory enforcement proceedings, negatively impacting financial condition[70]. - The company may face significant losses from legal claims, some of which may not be covered by insurance, adversely impacting financial condition and reputation[114]. - The company is subject to numerous health, safety, and environmental regulations in the PRC, which may increase compliance costs over time[69]. - The company may incur additional costs to meet client specifications, which could lead to disputes and negatively affect profitability[79]. - The profitability of the landscape architecture business is contingent on accurate service fee estimates; incorrect estimates could result in lower returns or losses[77]. - The performance of the property markets in the PRC and Hong Kong is critical to the company's business prospects, with potential downturns adversely affecting opportunities for new projects[87]. Market and Competition - The company must continually invest in expanding production capacity to meet increasing market demand[49]. - The company is currently able to produce spherical graphite with a particle size of 6-9 microns, which is expected to be the next iteration of technology[63]. - The company faces risks related to customer concentration, relying on a few customers for a significant portion of its revenue[51]. - Government policies significantly affect demand for electric vehicles and renewable energy, which could impact the company's business[50]. - The company operates in competitive markets, facing competition from larger and better-funded competitors[52]. - Increased demand for Li-ion battery technologies may lead to lower battery prices, causing price pressure on the company's products and increasing competition from alternative electric storage technologies[71]. - The landscape architecture business faces increasing competition, particularly for small contracts, which may necessitate a focus on larger projects or geographic expansion to sustain revenue growth[75]. - Budgetary constraints from clients, particularly local governments, may impact demand for landscape architecture services, potentially leading to revenue declines[76]. Operational Risks - The company relies on third-party IT systems for processing and storing sensitive information, which are vulnerable to cyber incidents that could disrupt operations and lead to significant costs[72]. - Joint ventures and agreements with third parties expose the company to counterparty risks, which could adversely affect operating results if partners fail to meet their obligations[74]. - The company may struggle to attract and retain qualified employees, which could delay expansion plans and increase labor costs[112]. - Events such as natural disasters could disrupt operations and materially affect business[119]. - Changes in the PRC's economic, political, or social conditions could materially adversely affect the company's business and results of operations[124]. - The PRC legal system's uncertainties could limit legal protections and complicate the enforcement of rights, impacting business operations[157]. Tax and Compliance - Under PRC laws, wholly foreign-owned enterprises can only pay dividends from accumulated after-tax profits, and must set aside at least 10% of these profits for statutory reserves until they reach 50% of registered capital[98]. - Dividends and gains from equity interests may be subject to withholding tax under PRC tax laws, affecting foreign investors[159]. - Under the PRC EIT Law, a 10% withholding tax applies to dividends and other income paid to non-resident enterprises unless a tax treaty provides a reduced rate[160]. - For Hong Kong non-resident companies owning at least 25% of a PRC enterprise, the effective withholding tax on dividends is currently 5%[160]. - Loans to PRC subsidiaries are subject to statutory limits and must be registered with the State Administration of Foreign Exchange (SAFE)[163]. - The total amount of foreign debts for foreign-invested companies is limited by the difference between total investment approved and registered capital[163]. - Enhanced scrutiny by PRC tax authorities on acquisition transactions may negatively impact future acquisitions[185]. - Under Circular 7, non-resident enterprises conducting indirect transfers may face PRC enterprise income tax at a rate of up to 10% if deemed abusive[187]. - The PRC Enterprise Income Tax Law imposes a 25% tax rate on global income for enterprises classified as "resident enterprises" with a "de facto management body" in the PRC[182]. - Current enterprise income tax rates for certain subsidiaries are 15%, which is preferential treatment for High and New Technology Enterprises, subject to local government approval[184]. Corporate Governance - Approximately 94.3% of the company's ordinary shares are beneficially owned by officers, directors, and significant shareholders, which may lead to conflicts of interest[224]. - The company is a foreign private issuer under US laws, which subjects it to more lenient reporting obligations compared to US issuers[227]. - As a foreign private issuer, the company is exempt from certain provisions of the Exchange Act, including specific proxy solicitation regulations and insider trading reporting requirements[228]. - The company intends to furnish quarterly reports to the SEC on Form 6-K, which may differ from the information required in quarterly reports on Form 10-Q for US domestic issuers[228]. - Annual reports for foreign private issuers are due 120 days after the fiscal year-end, compared to 90 days for US domestic issuers[228]. - The company will follow home country corporate governance practices, which may provide less protection to holders of its ADSs compared to US issuers[229]. - The legal protections available to shareholders in the Cayman Islands are significantly less than those in the US, which may complicate legal actions against the company[210]. - The company's operations are primarily conducted outside the US, making it difficult for shareholders to enforce judgments obtained in US courts[212]. - Future developments in the Hong Kong legal and political systems could limit legal protections and impact the company's operations[206]. - The company faces uncertainties regarding compliance with the economic substance requirements in the Cayman Islands, which could affect its business operations[209]. Auditor and Inspection - The company’s auditor, Marcum Asia CPAs LLP, has been regularly inspected by the PCAOB and is not subject to recent determinations affecting other firms[46]. - The PCAOB has reported that it is unable to inspect or investigate registered public accounting firms in mainland China and Hong Kong, which may affect investor confidence in financial statements[219]. - The company’s auditor, Marcum Asia CPAs LLP, is headquartered in New York and is subject to PCAOB inspections, mitigating some risks associated with non-US auditors[215]. - The company is subject to the Holding Foreign Companies Accountability Act (HFCA Act), which could prohibit trading of its securities if its auditor is not inspected by the PCAOB for three consecutive years[221].

Revenue Performance - Revenue for the six months ended June 30, 2022, was HKD 163,133,000, a decrease of 10.7% compared to HKD 182,622,000 in 2021[5] - The graphene product business generated revenue of HKD 103,438,000, a decline of 3.6% from HKD 107,297,000 in 2021[5] - The landscape design business saw a revenue drop of 17.4%, from HKD 69,910,000 in 2021 to HKD 57,738,000 in 2022[5] - Revenue from restaurant management services was HKD 1,957,000, showing a slight increase from HKD 1,863,000 in the previous year[41] - The group's landscape design services revenue decreased to approximately HKD 57.7 million for the six months ended June 30, 2022, a decline of about 17.5% compared to HKD 69.9 million for the same period in 2021 due to lockdowns in multiple cities in China[177] - The total revenue for the group decreased to approximately HKD 163.1 million for the first half of 2022, a year-on-year decrease of about 10.7% from HKD 182.6 million in the same period of 2021[183] Financial Performance - Adjusted EBITDA for the same period was HKD 25,659,000, down 19.0% from HKD 31,670,000 in the previous year[5] - The company reported a pre-tax loss of HKD 65,302,000, an improvement of 8.9% compared to a loss of HKD 71,659,000 in the prior year[5] - The company reported a loss of HKD 59,858,000 for the six months ended June 30, 2022, compared to a loss of HKD 67,117,000 for the same period in 2021, representing a 1.9% improvement[15] - Total comprehensive loss for the period amounted to HKD 90,603,000, which is an increase of 54.5% from HKD 58,625,000 in the previous year[15] - The company recorded a net loss of HKD 59,633,000 for the six months ended June 30, 2022, with current liabilities amounting to HKD 64,678,000[35] - The company reported a significant increase in total assets from HKD 1,096,905,000 as of December 31, 2021, to HKD 1,105,712,000 by June 30, 2022[57] Asset and Liability Management - Total assets decreased by 5.5% to HKD 1,036,114,000 from HKD 1,096,905,000[6] - Net assets increased significantly by 72.3% to HKD 329,147,000 from HKD 191,012,000[6] - Cash and bank balances decreased by 9.8% to HKD 27,267,000 from HKD 30,240,000[6] - The company's debt reduced by 31.5% to HKD 321,950,000 from HKD 469,759,000[6] - The company's current liabilities decreased to HKD 365,864,000 from HKD 373,865,000, showing a reduction of 2.1%[18] - The company's total non-current liabilities decreased significantly from HKD 532,028,000 to HKD 341,103,000, a reduction of 35.9%[20] Cash Flow and Investment Activities - Operating cash flow for the period was HKD 820,000, a significant recovery from a cash outflow of HKD 11,512,000 in the previous year[28] - The company recorded a net cash outflow from investing activities of HKD 3,953,000, compared to a net inflow of HKD 5,659,000 in the prior year, indicating a shift in investment strategy[30] - The company experienced a decrease in inventory by HKD 32,735,000, contrasting with an increase of HKD 23,411,000 in the same period last year, suggesting improved inventory management[28] Strategic Initiatives and Future Plans - The company plans to focus on expanding its market presence and enhancing product development in the upcoming quarters, aiming for a more robust recovery[29] - The company has plans for market expansion and new product development, focusing on enhancing its graphene product offerings[52] - The company is actively exploring strategic acquisitions to bolster its market position and enhance operational capabilities[52] - The company is constructing a new production facility in the Jixi Mingshan Graphite Industrial Park in Heilongjiang Province, China, aiming to increase production capacity to 40,000 tons[175] Shareholder and Capital Management - The company did not recommend any interim dividend for the six months ended June 30, 2022, consistent with the previous year[89] - The company is actively considering raising new capital through the issuance of new equity and/or bonds to improve liquidity[35] - The company issued convertible bonds amounting to HKD 6,587,000 during the period, compared to HKD 46,500,000 in the previous year, indicating a reduction in financing through this method[30] - The company plans to issue convertible bonds and warrants in tranches, with a maximum total amount of 15,000,000 USD (equivalent to 116,250,000 HKD) under an agreement with Lexinter International Inc.[115] Operational Challenges - The company recognized impairment losses of HKD 16,454,000 related to financial and contract assets within the landscape design services segment[62] - The group recorded an increase in impairment losses on financial and contract assets to approximately HKD 16.5 million, up about 57.1% from HKD 10.5 million in the previous year, reflecting adverse market conditions[190] - The company is assessing the impact of COVID-19 on its financial performance and is responding to changing market conditions[37]

Financial Performance - Revenue for the year ended December 31, 2021, was HKD 391,035,000, a slight increase of 0.6% compared to HKD 388,852,000 in 2020[6] - Adjusted EBITDA for the year was HKD 76,557,000, down 10.0% from HKD 85,021,000 in 2020[6] - The company reported a pre-tax loss of HKD 49,774,000, an improvement of 51.6% compared to a loss of HKD 102,897,000 in the prior year[6] - The gross profit margin fell to approximately 37.9%, a decrease of about 2.5 percentage points from 40.4% for the year ended December 31, 2020[61] - Net loss attributable to equity holders of the parent was approximately HKD 53.5 million, compared to a net loss of approximately HKD 91.7 million for the year ended December 31, 2020[68] - The group's restaurant revenue decreased to approximately HKD 18.0 million, accounting for about 5% of total revenue, primarily due to restaurant closures caused by the COVID-19 pandemic[36] Revenue Contributions - Graphene product revenue increased by 12.7% to HKD 242,921,000 from HKD 215,462,000 in the previous year[6] - The graphene business contributed revenue of HKD 242.9 million, accounting for 62% of the total revenue, with an adjusted EBITDA of HKD 53.9 million, representing 70.4% of the group's adjusted EBITDA[30] - The landscape design segment contributed approximately HKD 130.1 million in revenue, representing 33% of total revenue, with an adjusted EBITDA of HKD 6.7 million, accounting for 9% of the group's adjusted EBITDA[34] Strategic Expansion Plans - The company plans to expand battery anode material production capacity significantly in Jixi, Heilongjiang[15] - A joint venture is planned with an experienced U.S. developer to establish a coated spherical graphite production facility in Warren, Michigan[15] - The company plans to expand spherical graphite production in Jixi, Heilongjiang, and establish a coated spherical graphite production facility in Michigan, USA, through a joint venture with Emerald Energy Solutions LLC[26] - The company announced a partnership with Desatec GmbH to supply graphene to the European market, aiming to become a key player in the global electric vehicle supply chain[26] Market Demand and Trends - The demand for spherical graphite is projected to increase significantly, with expectations of rapid growth in electric vehicle production and sales[30] - The electric vehicle industry is experiencing unprecedented growth, with a significant increase in demand for battery materials driven by the global transition to electric mobility[100] - The company anticipates a substantial increase in electric vehicle production over the next decade, which will drive demand for graphite and other key materials[102] - The demand for spherical graphite is projected to reach approximately 400,000 tons in 2022, increasing threefold to 1.25 million tons by 2026[106] COVID-19 Impact - The landscape architecture and design business is adapting to challenges posed by COVID-19 by enhancing cost efficiency and incorporating renewable energy elements[16] - The group anticipates that the COVID-19 pandemic will continue to negatively impact the restaurant business in 2022, with no significant contribution expected to the group's performance and financial position[36] - The group expects ongoing challenges in the restaurant sector due to the pandemic, impacting future revenue growth and operational strategies[36] Corporate Governance and Management - The company has implemented a board diversity policy to enhance performance quality, considering factors such as gender, age, and professional experience[164] - The board currently consists of ten members, including four executive directors, one non-executive director, and five independent non-executive directors[186] - The company has established a governance policy that has been reviewed and discussed by the board, affirming its effectiveness[190] - The board has authorized management to oversee the daily management and execution of the strategies approved by the board[189] Employee and Shareholder Engagement - The group employed approximately 489 employees as of December 31, 2021, with a stock option plan granting 25,500,000 options during the year[79] - The company aims to achieve long-term returns for shareholders through a sustainable business model focused on recurring profit growth and maintaining strong financial health[156] - The company has adopted a dividend policy since January 8, 2019, allowing shareholders to share in profits while retaining sufficient reserves for future development[157] Financial Instruments and Capital Structure - The company has issued convertible bonds totaling $15,000,000, with an interest rate of 5.5% and a conversion price initially set at HK$0.65 per share[89] - The company issued a total of $6,910,000 in new convertible bonds on January 10, 2022, with a conversion price of HKD 0.65 per share, allowing the conversion into 82,338,461 new shares[97] - The company has engaged in fundraising activities in Hong Kong and the United States to support the development of its graphene product business[88]

Revenue Performance - Revenue for the six months ended June 30, 2020, was HKD 155,173,000, representing an increase of 68.6% compared to HKD 92,013,000 in 2019[4] - Total revenue for the six months ended June 30, 2020, was HKD 155,173,000, a significant increase from HKD 92,013,000 in 2019, representing a growth of 68.6%[38] - The graphene business generated revenue of HKD 84,507,000, a new segment with no prior revenue reported[4] - Graphene business generated revenue of HKD 84,507,000, while landscape architecture and catering services contributed HKD 64,605,000 and HKD 6,061,000 respectively[38] - The graphene business contributed approximately HKD 84.5 million in revenue, accounting for about 54.4% of the total revenue for the group[121] - The landscape architecture segment saw a revenue decrease of 15.2%, down to HKD 64,605,000 from HKD 76,225,000[4] - The restaurant segment experienced a substantial decline of 61.6%, with revenue dropping to HKD 6,061,000 from HKD 15,788,000[4] - The restaurant segment's revenue decreased to approximately HKD 6.1 million, a decline of about 61.4% compared to approximately HKD 15.8 million for the same period in 2019, mainly due to the adverse market conditions from COVID-19[128] Financial Performance - Adjusted EBITDA for the same period was HKD 32,052,000, a significant increase of 672.7% from HKD 4,148,000 in 2019[4] - The company reported a loss of HKD 49,146,000 for the period, compared to a profit in the previous year[20] - The company reported a pre-tax loss of HKD 63,879,000 for the six months ended June 30, 2020, compared to a loss of HKD 29,682,000 in the same period of 2019[28] - The company reported a net loss attributable to ordinary equity holders of HKD 49,146,000 for the period, compared to a loss of HKD 27,272,000 in the prior year[77] - The company incurred impairment losses on intangible assets amounting to HKD 10,844,000, up from HKD 4,757,000 in 2019[28] - Interest expenses surged to HKD 24,978,000 in 2020 from HKD 5,809,000 in 2019, reflecting a significant increase of 329.5%[67] - The cost of sales rose dramatically to HKD 90,264,000 in 2020 from HKD 38,489,000 in 2019, which is an increase of 134%[70] - The gross profit increased to approximately HKD 64.9 million, up about 21.3% from approximately HKD 53.5 million for the same period in 2019[133] Assets and Liabilities - Total assets as of June 30, 2020, were HKD 1,068,660,000, a decrease of 7.2% from HKD 1,151,531,000 at the end of 2019[5] - Total liabilities decreased from HKD 252,998,000 to HKD 208,990,000, a reduction of approximately 17.4%[15] - The total equity decreased from HKD 221,147,000 to HKD 147,975,000, a decline of approximately 33.1%[17] - Non-current assets decreased from HKD 868,973,000 to HKD 808,751,000, a reduction of approximately 6.9%[15] - Current assets decreased from HKD 282,558,000 to HKD 259,909,000, a decline of about 8.0%[15] - The net current assets increased from HKD 29,560,000 to HKD 50,919,000, an increase of about 72.3%[15] Operational Highlights - The company plans to continue expanding its graphene business, which has shown promising revenue growth in the current period[38] - The company plans to expand the production capacity of its subsidiary, and continue investing in R&D to maintain its technological leadership in the graphene business[122] - The company aims to maintain strong sales momentum in its graphene products despite production interruptions due to COVID-19[151] - The company has obtained 8 new patents in China, with an additional one pending approval, indicating ongoing investment in innovation[122] - The company aims to become a leading manufacturer of graphene products in China and is seeking investment opportunities among downstream graphene product manufacturers[152] Shareholder and Governance - The company did not declare any interim dividend for the six months ended June 30, 2020, consistent with the previous year[76] - The board of directors does not recommend the payment of an interim dividend for the six months ending June 30, 2020, consistent with the previous year[185] - The company has complied with the corporate governance code as per the listing rules during the six months ending June 30, 2020[178] - The audit committee, consisting of four members, has reviewed the interim results, ensuring compliance with applicable accounting standards[183] - The company expresses gratitude to shareholders, business partners, and employees for their continued support and contributions to its achievements[186]

Financial Performance - Total revenue for 2019 reached HKD 313.9 million, an increase of 59.1% compared to HKD 197.3 million in 2018[3] - Adjusted EBITDA for 2019 was HKD 54.5 million, representing a 91.4% increase from HKD 28.5 million in 2018[3] - The company reported a pre-tax loss of HKD 64.8 million, compared to a loss of HKD 49.1 million in the previous year[3] - Shareholders' equity increased by 140.8% to HKD 220.7 million from HKD 91.6 million in 2018[3] - The net loss attributable to equity holders of the parent company for the year ended December 31, 2019, was approximately HKD 57.1 million, compared to a net loss of approximately HKD 36.0 million for the year ended December 31, 2018[64] - Cash and bank balances decreased by 37.3% to HKD 53.9 million from HKD 86.0 million in 2018[3] - Current assets as of December 31, 2019, were approximately HKD 282.6 million, compared to approximately HKD 194.6 million in the previous year, while current liabilities increased to approximately HKD 253.0 million from approximately HKD 163.6 million[66] - The current ratio as of December 31, 2019, was approximately 1.1x, down from approximately 1.2x in the previous year, primarily due to a decrease in cash and bank balances[66] - The capital debt ratio as of December 31, 2019, was approximately 233.8%, compared to 107.0% in the previous year, indicating a significant increase in debt relative to equity[67] Revenue Segmentation - The graphene segment contributed approximately HKD 123.5 million to total revenue, accounting for about 39.3% of the group's total revenue[12] - The landscape design segment generated approximately 50.0% of total revenue in 2019, down from 51.1% in 2018[24] - New contracts in the landscape design segment decreased to approximately HKD 195.8 million in 2019, a reduction of about 25.7% compared to HKD 263.5 million in 2018[28] - The restaurant segment's revenue decreased to approximately HKD 36.4 million in 2019, down about 10.2% from HKD 40.5 million in 2018[31] - The graphene segment contributed approximately HKD 123.5 million in revenue from August 7, 2019, to December 31, 2019, accounting for about 39.3% of total revenue[32] Acquisitions and Investments - The company completed the acquisition of 100% of the issued share capital of Sigo Global Limited on August 7, 2019, marking its entry into the graphene business[12] - The acquisition of Tai Long Hong Kong Limited was completed for RMB 19,380,000, with a profit guarantee of RMB 6,000,000 for the fiscal year ending December 31, 2019[49] - The acquisition of Wun Lick Hotel Management Co., Ltd. was completed for RMB 10,200,000, with a profit guarantee of RMB 2,570,000 for the fiscal year ending December 31, 2018[50] - The acquisition of Si Gao Global Limited was completed for approximately HKD 692,000,000, with a profit guarantee of HKD 14,095,000 for the period ending December 31, 2019[55] - The consolidated after-tax operating profit for Tai Long Hong Kong Limited for the year ending December 31, 2019, was approximately RMB 6 million, potentially meeting the profit guarantee[49] - The company is pursuing legal action for compensation of approximately RMB 26.3 million related to the acquisition of Wun Lick, due to unmet profit guarantees[54] Research and Development - Research and development costs reached approximately HKD 16.8 million, compared to approximately HKD 6.7 million in the previous year, due to the development of graphene and related products[62] - The company holds 16 patents in the graphene field, with an additional 5 patents pending[83] - The company plans to launch new products including graphene heat dissipation films and new battery electrode materials for electric vehicles in 2020[84] Market Outlook and Challenges - The company anticipates that increased public infrastructure spending by the Chinese government may positively impact its landscape design division[81] - The restaurant division faces uncertainty due to government restrictions and reduced demand from decreased inbound tourism[83] - The outlook for 2020 is filled with challenges and uncertainties, particularly due to the impact of the COVID-19 pandemic and international trade tensions[81] Corporate Governance - The board of directors has confirmed compliance with the corporate governance code throughout the reporting period ending December 31, 2019[123] - The company has implemented a board diversity policy, considering various measurable aspects such as gender, age, and professional experience in board member selection[132] - The nomination committee reviews the board's composition annually to ensure it meets the company's business needs and diversity goals[137] - The company emphasizes the importance of high standards of corporate governance to enhance shareholder value and accountability[123] - The board has adopted a standard code for securities trading by directors, ensuring compliance throughout the year ending December 31, 2019[124] - The company is committed to regular reviews of its corporate governance practices to ensure adherence to applicable regulations[123] Risk Management - The company has established a risk management system to identify, assess, and manage risks associated with its business operations[185] - Key risks identified include customer retention, credit risk from accounts receivable, and liquidity risk related to debt repayment[190] - The company has implemented measures to mitigate risks, such as regular meetings to discuss project completion and customer payment status[190] - The internal control system is aligned with the COSO 2013 framework, focusing on operational effectiveness, reliability of financial reporting, and compliance with applicable laws[194] Employee and Management - The company employed approximately 607 employees as of December 31, 2019, an increase from 596 employees in the previous year, with compensation based on job nature, market trends, and individual performance[74] - The management team has extensive experience in financial management, with over 13 years in the field for the non-executive director[103] - The company has a strong management team with over 34 years of experience in landscape design and management[91] - The company encourages continuous professional development for directors to enhance their knowledge and skills related to the business and regulatory requirements[172]