SHENGJING BANK CO., LTD.* 盛京銀行股份有限公司* （於中華人民共和國註冊成立的股份有限公司） （股份代號：02066） 2024年度股東大會通告 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通告內容 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 會 就本通告全部或任何部分內容而產生或因倚賴該等內容而引致的任何 損 失 承 擔 任 何 責 任。 茲通告 盛 京 銀 行 股 份 有 限 公 司（「本 行」）2024年 度 股 東 大 會（「大 會」）謹 定 於2025年6月13日（星 期 五）上 午9時30分假座中國遼寧省瀋陽市瀋河區北 站 路109號6樓604室 舉 行，以 審 議 並 酌 情 通 過 下 列 決 議 案： 普通決議案 – 1 – 1. 2024年 度 董 事 會 工 作 報 告； 2. 2024年 度 監 事 會 工 作 報 告； 3. 2024年度財務決算及2025年 度 財 務 預 算 報 告； 4. 2024年 度 利 潤 分 配 方 案； 5. 聘 任2025年 度 審 計 師； 6. ...

Robotics and Technology Development - In 2024, the company launched the WalkerS and WalkerS1 industrial humanoid robots, focusing on industrial application scenarios [17]. - The company achieved significant technological breakthroughs in robot technology, including the release of the second-generation industrial humanoid robot Walker S1 and the third-generation dexterous hand with pressure detection capabilities [18]. - The company developed the BrainNet architecture for collaborative humanoid robot scenarios, enhancing multi-robot cooperation and intelligent decision-making capabilities [19]. - The humanoid robots successfully completed high-repetition tasks such as autonomous material handling, quality inspection, and parts installation in collaboration with well-known automotive factories [18]. - The company established a humanoid robot application ecosystem in partnership with 3C enterprises, showcasing its industrial application solutions at the 2024 World Robot Conference [18]. - The company is leading the formulation of national standards in the humanoid robot and embodied intelligence fields, serving as the deputy leader of the National Humanoid Robot Standard Working Group [17]. - The company’s full-stack technology supports superior task planning, dexterous manipulation, navigation, and human-robot interaction skills [17]. - The company’s humanoid robots are designed to meet real demands in industrial application scenarios, demonstrating deep application in typical industrial environments [17]. - The company’s advancements in artificial intelligence technology include the development of a multi-modal large model for semantic understanding and decision-making [19]. - The company’s focus on R&D in humanoid robots is aimed at commercializing these technologies, providing a solid technical foundation for future growth [18]. - The company has developed a dual-engine technology architecture, achieving breakthroughs in multi-modal navigation, intelligent control, and modular design [27]. - The L4 autonomous logistics vehicle achieved a takeover rate of only 1 time per 100 kilometers in high-dynamic scenarios [20]. - The company is focusing on the development of the Walker series industrial humanoid robots, enhancing their stability and reliability for industrial applications [39]. - The development of a multimodal reasoning large model for humanoid robots is underway, aimed at improving decision-making capabilities in complex industrial tasks [40]. Financial Performance - Revenue increased by 23.7% from RMB 1,055.7 million in 2023 to RMB 1,305.4 million in 2024 [49]. - Gross profit rose by 12.4% from RMB 332.8 million in 2023 to RMB 374.0 million in 2024, with gross margins of 28.7% in 2024 and 31.5% in 2023 [53]. - Loss for 2024 was RMB 1,159.9 million, an improvement from a loss of RMB 1,264.6 million in 2023 [47]. - Revenue from educational intelligent robots and solutions increased by 4.6% from RMB 347.3 million in 2023 to RMB 363.4 million in 2024 [31]. - Revenue from logistics intelligent robots and solutions decreased by 17.5% to RMB 321.7 million in 2024 [51]. - Revenue from customized intelligent robots for other industries surged by 126.1% to RMB 140.7 million in 2024 [51]. - Revenue from consumer robots and other hardware increased by 88.1% to RMB 477.0 million in 2024 [51]. - Sales expenses rose to RMB 523.9 million in 2024, accounting for 40.1% of total revenue, down from 47.9% in 2023 [55]. - Management expenses decreased to RMB 370.0 million in 2024, representing 28.3% of total revenue, down from 37.9% in 2023 [56]. - Other income increased by 38.2% to RMB 37.6 million in 2024, primarily due to government subsidies and VAT refunds [54]. - R&D expenses decreased from RMB 490.5 million in 2023 to RMB 478.1 million in 2024, representing a reduction from 46.5% to 36.6% of revenue, primarily due to a decrease in share-based payment expenses by RMB 48.9 million [57]. - Credit impairment losses increased from RMB 145.0 million in 2023 to RMB 156.0 million in 2024, mainly due to delayed payments from certain government-related customers [58]. - Financial income improved from RMB 9.0 million in 2023 to RMB 6.0 million in 2024, attributed to increased foreign exchange gains [59]. - Income tax expenses decreased significantly from RMB 37.4 million in 2023 to RMB 10.7 million in 2024, primarily due to a reduction in taxable income from subsidiaries [60]. - Net losses for the years 2023 and 2024 were RMB 1,264.6 million and RMB 1,159.9 million, respectively [61]. - Adjusted net loss (non-GAAP measure) for 2024 was RMB 914.6 million, compared to RMB 817.0 million in 2023 [65]. - Cash used in operations for 2024 was approximately RMB 883.6 million, down from RMB 1,000.0 million in 2023, while cash and cash equivalents increased to RMB 1,191.0 million in 2024 from RMB 520.9 million in 2023 [66]. - Interest-bearing bank and other borrowings rose from RMB 1,453.5 million as of December 31, 2023, to RMB 1,537.6 million as of December 31, 2024, primarily to cover operational costs and construction expenses [67]. - Total employee compensation costs for 2024 amounted to RMB 940.7 million, down from RMB 1,006.8 million in 2023, mainly due to a reduction in equity incentive expenses [71]. - Capital expenditure for 2024 is primarily related to the construction of the Shenzhen headquarters, amounting to RMB 400.4 million, a decrease of 25.9% from RMB 540.7 million in 2023 [74]. Market Expansion and Product Development - The company has expanded its overseas business to over 20 countries, generating more than 700 business opportunities through digital marketing [28]. - The company has launched the CreaBot multi-scenario service robot, featuring seven functional components, enhancing its product ecosystem [27]. - The humanoid robot Walker S Lite was successfully demonstrated in the automotive manufacturing sector, recognized as a typical application case by the Ministry of Industry and Information Technology [25]. - In 2024, the logistics intelligent robots and solutions achieved breakthroughs in technology and application, with the new Wali series unmanned forklift F3000 supporting a maximum load of 3.5 tons, and the T8000 robot capable of handling 8000 kg, filling a gap in heavy material handling [33]. - The Chitu unmanned logistics vehicle improved storage space utilization by 13% in leading new energy vehicle factories and won the "Application Breakthrough Award" [33]. - The company launched a series of new consumer products, including the C20 smart cat litter box and the PC10 pool robot, which became top sellers in their categories [36]. - The company is collaborating with strategic partners to create an integrated delivery model combining hardware, software, services, and operations [33]. - The company aims to drive the commercialization of humanoid robots and artificial intelligence as part of its core strategy, aligning with national strategic goals [39]. Corporate Governance and Management - The company has established a robust governance structure with independent non-executive directors providing oversight and independent opinions [98]. - The company is committed to enhancing its human resources capabilities, as evidenced by the appointment of experienced professionals from leading firms like Huawei [87]. - The company has a strategic focus on innovation and investment in high-tech sectors, as highlighted by board members' involvement in venture capital and technology investments [92]. - The company has a diverse board with members who have significant academic and industry experience, contributing to informed decision-making [91]. - The company is positioned to leverage its leadership's extensive networks in the technology and education sectors for future growth opportunities [93]. - The company has a clear strategy for nurturing small and medium enterprises, as demonstrated by the experience of its directors in government and financial support roles [94]. - The board of directors held a total of 14 meetings during the relevant period, with all members attending every meeting [123]. - The company conducted nine shareholder meetings during the relevant period, with full attendance from all directors [125]. - The board is composed of executive directors, non-executive directors, and independent non-executive directors, ensuring a balanced and independent decision-making process [120]. - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange's listing rules, maintaining high standards of corporate governance [116]. - The board believes that high standards of corporate governance are essential for protecting shareholder interests and enhancing corporate value [116]. - All directors confirmed compliance with the standard code of conduct regarding securities trading during the relevant period [117]. - The company has established a robust internal control and risk management system to ensure effective governance [126]. - The board is collectively responsible for guiding and supervising the company's affairs, ensuring long-term sustainable growth [126]. - The company has arranged appropriate liability insurance for directors and senior management, which is reviewed annually [130]. - The company is committed to developing a positive corporate governance culture to achieve sustainable growth and success [115]. - The board of directors consists of four executive directors, three non-executive directors, and four independent non-executive directors, ensuring a high level of independence [132]. - The company has established an independent board evaluation mechanism to enhance board efficiency and identify areas for improvement [133]. - All independent non-executive directors have confirmed their independence in accordance with the listing rules [132]. - The current term for all directors and supervisors will expire on June 28, 2025, with the possibility of re-election [138]. - Independent directors who joined on March 23, 2019, will not be re-elected after the current term ends due to the six-year limit on their tenure [138]. - The company encourages all directors to attend relevant training courses, with costs covered by the company [140]. - A summary of training records for directors indicates participation in various training types, including seminars and reading materials [141]. - The audit committee is currently composed of three independent non-executive directors, with one holding the necessary professional qualifications [142]. - The board has established five committees to oversee specific areas, ensuring clear definitions of their powers and responsibilities [141]. - The company will continue to review its governance structure and consider appropriate measures as needed [135]. - The audit committee reviewed the annual performance for the year ending December 31, 2023, and the interim performance for the six months ending June 30, 2024 [145]. - The audit committee held four meetings during the period, with all members attending all meetings [147]. - The remuneration and assessment committee reviewed the remuneration schemes for directors and senior management, with a total of 15 individuals in the remuneration range of RMB 0-10,000 thousand [152]. - The remuneration policy aims to ensure compensation is based on skills, knowledge, responsibilities, and participation in company affairs [152]. - The environmental, social, and governance committee held one meeting during the period, with all members present [149]. - The audit committee assessed the reasonableness of related party transactions conducted during the period [145]. - The company has adopted a written terms of reference for the audit committee in compliance with applicable laws and regulations [145]. - The remuneration and assessment committee recommended remuneration policies based on comparative company compensation and the group's performance [152]. - The environmental, social, and governance committee reviewed the company's ESG report for the year ending December 31, 2023 [149]. - The audit committee discussed audit issues with external auditors in two meetings during the period [146]. - The nomination committee consists of one executive director and two independent non-executive directors, with a focus on board diversity and skills assessment [154]. - The strategic committee did not hold any meetings during the period, indicating a stable strategic planning for 2024 without major adjustments [158]. - The board diversity policy aims to enhance efficiency and maintain high standards of corporate governance, considering factors such as gender, age, and industry experience [161]. - The current board composition includes 10 male directors and 1 female director, achieving the target of at least one female board member [162]. - The company has a total of 2 directors with accounting and finance experience, and 1 director with legal expertise [164]. - Gender diversity statistics show that 32.7% of the total employees are female, while the board has achieved a 9.1% female representation [170]. - The nomination committee will conduct an annual review of the board diversity policy to ensure its effectiveness [168]. - The company is committed to promoting gender diversity at all levels, including the board and senior management [169]. - The board has established measurable goals to implement the diversity policy, including ensuring at least one member has professional qualifications [165]. - The supervisory board consists of three members, including one employee representative and two shareholder representatives, ensuring compliance with legal requirements [159]. Risk Management and Compliance - The board has established a comprehensive risk management and internal control system, ensuring sufficient resources and qualified personnel for effective operation [182]. - The company conducts annual reviews of its risk management and internal control systems, focusing on financial, operational, and compliance monitoring [183]. - Compliance risk management is a core aspect of the company's risk management activities, with a three-tier compliance management structure in place [186]. - The company has implemented standard protective measures for data security, including confidentiality classification and data encryption [187]. - A centralized approach to intellectual property management is adopted, requiring approval from the intellectual property department for any applications or transfers [188]. - The board is responsible for the effectiveness of the risk management and internal control systems, with ongoing monitoring and independent audits conducted [179]. - The nomination committee actively communicates with relevant departments to assess the need for new directors and managers [176]. - The company emphasizes the importance of compliance culture and has established policies to address compliance matters [183]. - The board has not undergone any changes in composition during the reporting period [173]. - The nomination committee will review the director nomination policy to ensure its effectiveness [174]. - The company has established a zero-tolerance policy towards corruption, with immediate termination of contracts for employees or partners found engaging in corrupt activities [189]. - The risk management and internal control systems have been evaluated as effective and sufficient, with no significant monitoring failures or deficiencies identified [194]. - The company has implemented a whistleblowing policy allowing employees and business associates to report misconduct anonymously [195]. - No incidents of bribery-related non-compliance have occurred during the fiscal year ending December 31, 2024 [197]. - The company has a comprehensive insider information disclosure policy to guide directors and senior management in handling confidential data [198]. - The audit department is responsible for internal corruption prevention and investigation, ensuring open reporting channels for suspected corruption [196]. - The company conducts regular internal training on anti-corruption measures and requires suppliers to sign anti-bribery commitments [189]. - The board has reviewed the risk management and internal control work, confirming that the systems are effective in achieving operational goals and compliance [194]. - The company is committed to continuous improvement of its risk management policies and procedures to enhance operational efficiency and financial reporting reliability [190]. - Financial statements for the fiscal year ending December 31, 2024, are prepared in accordance with Chinese Accounting Standards [200].

Operations and Market Position - The Group's operations focus on the manufacture and sales of liquefied coalbed gas, primarily located in the Shanxi Qinshui Basin, which is known for its rich reserves [19]. - Significant investments have been made in resource exploration and exploitation at coalbed methane blocks in Yangcheng, Shanxi, since July 2011, enhancing the Group's position in China's unconventional gas market [21]. - The Group aims to stabilize natural gas supply and increase utilization of its liquefied natural gas (LNG) plant through successful gas supply initiatives [21]. - The Group's distribution network extends to various regions, including Shanxi Province, ensuring a broad market reach [20]. - The Group's commercial production of coalbed gas has transformed it into a vertically integrated natural gas company [21]. - The Group's commitment to enhancing its leading position in the market is reflected in its ongoing investments and strategic initiatives [21]. - The Group has developed a diversified customer base, including industrial, commercial, and residential customers, optimizing its sales mix to reduce uncertainty in future natural gas sales [32]. - The Group has established a complete business process covering CBM extraction, liquefaction, pipelines, transportation, distribution, and technical services [26]. Financial Performance - The Group recorded a consolidated turnover of approximately RMB243,568,000 for the year ended 31 December 2024, representing an increase of approximately 1.73% compared to the previous year [49]. - The Group reported a loss attributable to equity shareholders of approximately RMB34,645,000 for the year ended 31 December 2024, compared to a profit of approximately RMB2,530,000 for the year ended 31 December 2023 [50]. - The value-added tax refund decreased from RMB7,723,000 to RMB2,439,000, and government grants decreased from RMB3,607,000 to RMB1,014,000 in 2024 [51]. - The Group's profitability and cash flow position are projected to improve as the number of production wells increases and their capabilities are enhanced [27]. - The Group's natural gas extraction business has generated revenue, profit, and cash flow, with expectations for further improvement as the number and capabilities of production wells increase [27]. - As of December 31, 2024, the Group had net assets of approximately RMB 123,052,000, including cash and bank balances of approximately RMB 48,484,000 [65]. - The Group's gearing ratio was approximately 20.98% as of December 31, 2024, compared to 11.78% in 2023 [65]. Research and Development - The Group commenced R&D on a new technology for natural gas production in 2016, which is currently under development and aims to achieve stable long-term operation at reduced temperatures [42]. - The Group discovered a thermal extraction technology that enhances reserves and increases production through thermal transformation of underground coal minerals, which is expected to positively impact upstream wellhead gas output [44]. - The thermal extraction technology is still in the preparatory stage, but its successful development is anticipated to provide stable gas supply for the Group's liquefied natural gas plants [45]. - The Group's R&D on the ultra-high-temperature steam-induced coal mineral transformation technology began in 2016, with pilot operations starting in June 2021 [80][81]. - By the end of 2024, the small-scale pilot unit using domestically produced heat-resistant steel failed to achieve stable long-term operation at 1,100°C [80][81]. - The Group shifted its focus to reducing reaction temperatures, achieving a basic operating environment of 1,000°C as of January 2025 [80][81]. - Successful development of the thermal extraction technology will ensure a stable gas supply for the Group's liquefied natural gas plants, enhancing profitability [83]. Corporate Governance - The Group has complied with all provisions in the Company Code and the Code Provisions during the year ended December 31, 2024, except for specific provisions related to the Chairman and Chief Executive [94]. - The Board consists of nine Directors, including five executive Directors and three independent non-executive Directors, ensuring compliance with GEM Listing Rules [98]. - The Company has adhered to all provisions of the corporate governance code for the year ending December 31, 2024, except for specific deviations noted in the corporate governance report [99]. - The independent non-executive Directors have confirmed their independence in accordance with Rule 5.09 of the GEM Listing Rules, ensuring at least one-third of the Board is independent [104]. - The Board is responsible for the overall leadership and control of the Company, including setting objectives, strategies, and monitoring financial performance through annual budgets [114]. - The Company has delegated day-to-day management responsibilities to management staff under the supervision of the Board, ensuring effective operational oversight [116]. - The roles of the chairman and chief executive are separated, with Mr. Wang Zhong Sheng serving as chairman and other executive Directors undertaking CEO duties [117]. - The Company has complied with GEM Listing Rules regarding the appointment and rotation of independent non-executive Directors, ensuring proper governance practices [108]. - The Board has reviewed corporate governance policies, training for directors, and compliance with legal requirements in 2024 [109]. Environmental and Social Responsibility - The Group emphasizes social responsibility while developing in the new energy sector, aiming to provide high-quality clean energy [22]. - The Group emphasizes its commitment to environmental and social responsibility, ensuring compliance with relevant laws and regulations [37]. - The Environmental, Social, and Governance (ESG) report reflects the Board's dedication to minimizing environmental impact and addressing climate change challenges [200]. - The Company is committed to sustainable development in the natural gas sector, focusing on extraction, liquefaction, production, and sale of natural gas [200]. Workforce and Diversity - The current Board consists of nine Directors aged between 38 and 77, with diverse experience in natural gas, engineering, and finance [156]. - The Company aims to maintain a diverse Board composition based on various factors including skills, knowledge, and experience [155]. - The Group has a workforce gender ratio of approximately 2:1, favoring males [160]. - The Remuneration Committee reviewed the remuneration packages of Directors considering market conditions and individual contributions [150]. - The Board Diversity Policy aims to achieve gender balance by December 31, 2024, and includes members with diverse industry experience [160]. Audit and Compliance - The Audit Committee conducted two meetings in 2024, reviewing the Group's quarterly, half-yearly, and annual results [175]. - The Group's results for the year ended December 31, 2024, were deemed compliant with applicable accounting standards and GEM Listing Rules [177]. - The external auditors, KTC Partners CPA Limited, received approximately RMB1,250,000 for audit services in 2024, with no non-audit services provided [187]. - The Audit Committee concluded that the Group has established a sound internal control environment and complied fully with the internal control and risk management code provisions in 2024 [186]. - The Company has published annual, interim, and quarterly reports containing detailed information about the Group, emphasizing the importance of shareholder feedback [193].

Financial Performance - For the fiscal year ending December 31, 2024, the company reported a sales revenue of approximately RMB 82.8 million, a decrease of about RMB 17.9 million compared to the previous year[12]. - The company recorded a loss attributable to shareholders of approximately RMB 16.9 million, an increase of about RMB 4.8 million from the previous year[13]. - The company's revenue for the year ended December 31, 2024, was approximately RMB 828 million, a decrease of about RMB 179 million compared to RMB 1,007 million for the same period in 2023[17]. - The gross profit for the year ended December 31, 2024, was approximately RMB 23 million, down RMB 122 million from RMB 145 million in 2023, resulting in a gross margin of 2.8% compared to 14.4% in the previous year[19]. - Other income, gains, and losses for the year ended December 31, 2024, were approximately RMB 67 million, an increase of RMB 20 million from RMB 47 million in 2023[21]. - The company reported a loss attributable to owners of the company of approximately RMB 169 million for the year ended December 31, 2024, compared to a loss of RMB 121 million in the previous year[27]. Supply Chain and Business Strategy - The company is focusing on providing integrated supply chain solutions, emphasizing a "from farm to table" approach to ensure the freshness of agricultural products[12]. - The company aims to optimize its supply chain management and food supply business layout in response to market demands[11]. - The company is actively adjusting its strategy to lower gross margins to meet consumer demand for high cost-performance products and services[13]. - The company has deepened cooperation with various producers and packaging factories to supply high-quality agricultural products[12]. - The company plans to expand its supply chain services in innovative technology sectors, including green energy industries, to respond to structural market demand changes[16]. Cash Flow and Assets - The net current assets decreased from approximately RMB 936 million as of December 31, 2023, to approximately RMB 897 million as of December 31, 2024[28]. - Cash and cash equivalents and financial assets measured at fair value increased to approximately RMB 882 million as of December 31, 2024, from RMB 712 million as of December 31, 2023[29]. Employee and Operational Metrics - Employee count decreased to 48 as of December 31, 2024, from 62 as of December 31, 2023, due to business adjustments and optimization[33]. - Employee turnover rate was 12.9% in 2024, with a total of 48 employees at year-end[177]. - 100% of employees participated in training programs, with an average training time of 42 hours per employee[182]. - The total working hours for male employees were 56,224 hours, with zero work-related injuries and fatalities, resulting in a fatality rate of 0%[180]. - The total working hours for female employees were 40,160 hours, with zero work-related injuries and fatalities, resulting in a fatality rate of 0%[180]. Corporate Governance - The board of directors includes a mix of executive and non-executive members, with some directors up for re-election at the upcoming annual general meeting[70]. - The company has implemented high standards of corporate governance based on the Stock Exchange's Corporate Governance Code[106]. - The board has established various committees, including a remuneration committee and a nomination committee, to oversee specific areas of governance[100][101]. - The company has a clear separation of roles between the chairman and the CEO, although both roles are currently held by the same individual[114]. - The board is responsible for monitoring operational and financial performance, as well as establishing appropriate risk management policies[112]. Environmental, Social, and Governance (ESG) Initiatives - The company has been focusing on sustainable development by integrating environmental, social, and governance (ESG) principles into its operations[153]. - The company’s ESG report is the ninth issued, focusing on corporate social responsibility and covering operations primarily in its factories in China[149]. - The company has not faced any penalties from environmental protection authorities as of December 31, 2024[162]. - The company actively engages in social welfare activities to contribute to balanced social development[154]. - The company prioritizes employee health and safety as a key component of its sustainable development strategy[156]. Waste and Emissions Management - The total wastewater generated by the group in the reporting year was approximately 11,972 tons[163]. - The total greenhouse gas emissions amounted to approximately 2,417.3 tons CO2 equivalent, with a density of about 292 kg CO2 equivalent per million RMB revenue[168]. - The group has established a comprehensive waste management system to ensure proper disposal and recycling of industrial waste[169]. - The company plans to achieve zero discharge of domestic wastewater in the medium to long term by recycling it for irrigation[175]. Community Engagement and Contributions - The company has made significant community contributions, including donations of RMB 300,000 to the Wenchuan earthquake relief in 2008 and RMB 2,000,000 to the Huangshan United Applied Technology Research Institute in 2019[192][193]. - Community investment initiatives were outlined, focusing on areas such as education, environment, and health, along with resources allocated to these initiatives[198].

Financial Performance - The total revenue for the year ended December 31, 2024, was approximately RMB 369.1 million, a decrease of about 13.5% compared to RMB 426.8 million in the same period of 2023, primarily due to declines in real estate agency and property management services [10]. - Revenue from the real estate agency services segment was approximately RMB 6.8 million, down 76.9% from RMB 29.4 million in the same period last year [17]. - The professional property management services segment recorded revenue of approximately RMB 362.3 million, a decrease of 8.8% from RMB 397.4 million in the previous year [18]. - Revenue from property management services was approximately RMB 303.7 million, down 6.3% from RMB 324.1 million in the previous year [19]. - Non-owner value-added services generated revenue of approximately RMB 13.1 million, a decrease of 27.2% from RMB 18.0 million in the previous year [20]. - Community value-added services recorded revenue of approximately RMB 45.5 million, down 17.7% from RMB 55.3 million in the previous year [21]. - The net loss for the year was approximately RMB 1.8 million, compared to a net income of RMB 7.4 million in the previous year [26]. - The company recorded a net loss of approximately RMB 79.3 million for the year ending December 31, 2024, an increase of 38.9% compared to the net loss of approximately RMB 57.1 million for the year ending December 31, 2023 [39]. - The net profit margin decreased from -13.4% for the year ending December 31, 2023, to -21.5% for the year ending December 31, 2024, primarily due to a mismatch between the reduction in service costs and the decline in revenue [38]. Operational Strategies - The company is focusing on strict receivables management as a priority, enhancing contract management and payment processes to ensure operational stability [10]. - Future strategies will emphasize organic growth by leveraging existing resources rather than relying on acquisitions, aiming to build sustainable long-term partnerships [13]. - The company plans to continue its strategic transformation focusing on long-term value creation and sustainable development, maintaining a commitment to integrity and operational efficiency [13]. - A tiered project management system will remain a strategic core, enhancing brand recognition through benchmark projects while optimizing resource allocation for underperforming projects [13]. - The company aims to enhance customer satisfaction and brand reputation by responding quickly to customer needs and proactively solving problems [13]. - The procurement process has been optimized to reduce costs and improve operational efficiency through centralized purchasing and streamlined procedures [11]. Financial Position - As of December 31, 2024, the group's net current liabilities were approximately RMB 28.0 million, down from net current assets of approximately RMB 71.3 million as of December 31, 2023 [42]. - Total assets as of December 31, 2024, were approximately RMB 366.7 million, a decrease from approximately RMB 478.3 million as of December 31, 2023 [42]. - The group's bank balances and cash totaled approximately RMB 66.6 million as of December 31, 2024, compared to RMB 90.8 million as of December 31, 2023 [42]. - Trade receivables decreased from approximately RMB 103.9 million as of December 31, 2023, to approximately RMB 84.0 million as of December 31, 2024, primarily due to the ongoing weakness in the Chinese real estate sector [43]. - The capital debt ratio as of December 31, 2024, was 77%, up from 64% as of December 31, 2023 [47]. - The group had no short-term borrowings as of December 31, 2024, compared to RMB 19.4 million as of December 31, 2023 [44]. Governance and Management - The board currently consists of seven directors, including four executive directors and three independent non-executive directors [59]. - The company has a strong management team with diverse backgrounds in property development, finance, and strategic planning [66][67]. - The company emphasizes the importance of corporate governance, with its secretary, Ms. Chen Zhuochen, having over 17 years of experience in the field [75]. - The company has established an Audit Committee since October 23, 2017, with responsibilities including reviewing and supervising the financial reporting process and internal control systems [76]. - The Compensation Committee was formed on October 23, 2017, to review and determine the remuneration, bonuses, and other compensation terms for directors and senior management [77]. - The Nomination Committee was also established on October 23, 2017, to review the structure, size, composition, and diversity of the board and to provide recommendations on the appointment of directors [78]. - The company has made significant changes to its governance structure, including the establishment of various committees to enhance oversight and management [76][77][78]. Risk Management - The company has a strong focus on risk management, with Ms. Ouyang previously serving as the General Manager of the Risk Control Department [73]. - The board is responsible for establishing and maintaining an effective risk management and internal control system, with annual reviews conducted by the audit committee [111]. - The internal audit team has confirmed the adequacy and effectiveness of the risk management and internal control systems for the year ending December 31, 2024, with no significant issues identified [112]. Environmental and Social Responsibility - The company emphasizes environmental protection and has implemented measures such as energy conservation and waste sorting [83]. - The company actively engages in social welfare activities, reflecting its sense of social responsibility [83]. - The company is committed to environmental sustainability, focusing on reducing paper usage and energy consumption in its operations [182]. Shareholder Information - The largest customer accounted for approximately 1.3% of total revenue for the year ending December 31, 2024, while the top five customers contributed about 4.9% of total sales [129]. - The largest supplier represented approximately 23.4% of total procurement, with the top five suppliers accounting for 40.6% of total procurement for the year ending December 31, 2024 [129]. - The company has maintained compliance with listing rules regarding the appointment of at least three independent non-executive directors, with at least one possessing relevant professional qualifications [103]. - The company has established policies to ensure timely and equal dissemination of inside information to the public [114].

Financial Performance - The company's revenue for the year ended December 31, 2024, was approximately HKD 1.28 billion, a decrease of about 2.74% compared to HKD 1.31 billion in the same period of 2023[7]. - Gross profit for the reporting period was approximately HKD 199.6 million, down about 18.10% from HKD 243.7 million in 2023[7]. - Revenue from the energy trading business was approximately HKD 1.20 billion, a decrease of about 7.14% from HKD 1.29 billion in 2023, primarily due to a reduction in customer numbers[8]. - The energy digital trade industrial park generated revenue of approximately HKD 18.90 million, down from HKD 20.00 million in 2023[9]. - The company recorded a net loss attributable to shareholders of approximately HKD 22.60 million, compared to a net loss of approximately HKD 24.26 million in 2023[17]. - Basic loss per share for the reporting period was approximately HKD 0.51, a decrease of about 5.56% compared to HKD 0.54 in the previous year[20]. - The company reported a net loss of HKD 21,862,000 for 2024, compared to a profit of HKD 1,044,000 in 2023, indicating a significant decline in performance[180]. - Total comprehensive loss for the year amounted to HKD 24,294,000, up from a loss of HKD 5,159,000 in the previous year[180]. Operational Highlights - The company has successfully introduced 600 enterprises into the energy digital trade industrial park and plans to operate 30 digital industrial parks with over 2,000 enterprises in the future[13]. - The company aims to explore new investment opportunities in various fields, including oil exploration and development[14]. - The company anticipates facing challenges in 2025 due to rising risks of global economic stagnation and ongoing geopolitical tensions affecting oil and petrochemical product prices[11]. - The company will continue to enhance its competitive advantage by identifying and evaluating various development opportunities[15]. Cost Management - The group's operating costs for the reporting period were approximately HKD 30.45 million, a decrease of about 10.90% compared to the same period last year (2023: HKD 34.18 million)[18]. - Financing costs for the reporting period were approximately HKD 11.02 million, down about 22.24% from HKD 14.17 million in the same period last year[19]. - Administrative expenses decreased to HKD 25,993,000 in 2024 from HKD 27,912,000 in 2023, a reduction of 6.9%[178]. Financial Position - As of December 31, 2024, the group's cash and cash equivalents were approximately HKD 25.24 million, slightly up from HKD 25.23 million on December 31, 2023[21]. - The group's net current assets as of December 31, 2024, were approximately HKD 65.54 million, down from HKD 83.89 million in the previous year[21]. - The capital debt ratio as of December 31, 2024, was approximately 268%, an increase from 212% in the previous year, calculated based on total borrowings of approximately HKD 160.22 million[23]. - The company's total assets increased to HKD 324,198,000 in 2024 from HKD 304,734,000 in 2023, reflecting a growth of approximately 6.5%[181]. - Total liabilities increased to HKD 257,186,000 in 2024 from HKD 218,940,000 in 2023, representing a rise of approximately 17.3%[182]. Shareholder Information - The company reported no final dividend for the year ending December 31, 2024, consistent with 2023[93]. - As of December 31, 2024, the company had no distributable reserves for shareholders, with a share premium of HKD 321,958,000 and accumulated losses of HKD 437,309,000[104]. - The company provides shareholders with the opportunity to propose resolutions at general meetings, requiring at least 10% of the paid-up capital to submit a written request[74]. - The company’s website serves as a platform for shareholders and investors to access the latest financial data, business developments, and announcements[77]. Governance and Compliance - The company adopted a dividend policy based on financial performance, cash flow, and future operational needs[54]. - The audit committee reviewed the consolidated financial statements for the year ending December 31, 2023, and the interim financial statements for the six months ending June 30, 2024[60]. - The company has established a shareholder communication policy to ensure timely access to financial information and business developments for shareholders and potential investors[77]. - The board of directors includes executive director Yuan Hongbing, who has over 20 years of experience in investment and internet industries, and has held various leadership roles since 2019[82]. Risk Management - The board is responsible for maintaining effective internal controls and risk management systems to protect shareholder investments[67]. - An independent consultant was hired to audit the effectiveness of the risk management and internal control systems during the reporting period[69]. - The company confirmed that there are no significant uncertainties affecting its ability to continue as a going concern[72]. - The company is facing significant uncertainty regarding its ability to continue as a going concern due to the classification of certain liabilities as current[162]. Market and Competition - The company operates primarily in the energy sector, including trading energy-related products and digital trade industry park operations, mainly in China[188]. - The company faces competition from other large domestic energy product distributors as the Chinese market gradually opens[99]. - The company will closely monitor the oil market and consider hedging against fuel price fluctuations due to ongoing volatility[98]. Stock Options and Share Plans - The new stock option plan, effective for 10 years until September 15, 2029, aims to incentivize selected qualified participants contributing to the group's business success[125]. - As of December 31, 2024, a total of 806,700,000 stock options granted under the plan remain unexercised, representing approximately 18.11% of the company's issued share capital[126]. - The total number of stock options granted during the reporting period was 806,700,000, with no options exercised, forfeited, or expired[128]. - The stock options are not subject to any performance targets[129]. Acquisitions and Investments - The company acquired 51% of Shenzhen Hongke Supply Chain Co., Ltd. for RMB 203,000 (approximately HKD 219,000) on November 1, 2024, focusing on dried chili trading[34]. - The company also acquired 51% of Beijing Wanjia Innovation Trading Co., Ltd. at zero cash consideration on August 8, 2024, which will primarily engage in rebar trading post-acquisition[34]. - As of December 31, 2024, there are no significant investments, acquisitions, or disposals of subsidiaries other than those disclosed in the annual report[34].

MedSci Healthcare Holdings Limited 梅斯健康控股有限公 司 ANNUAL REPORT 2024 股份代號 : 2415 （於開曼群島註冊成立之有限公司） 年報 2024 (Incorporated in the Cayman Islands with limited liability) MedSci Healthcare Holdings Limited 梅斯健康控股有限公 司 Stock code : 2415 ANNUAL REPORT 2024 MedSci Healthcare Holdings Limited 梅斯健康控股有限公 司 年報 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 4 | | 財務概要 | 6 | | 財務摘要 | 7 | | 管理層討論及分析 | 8 | | 企業管治報告 | 22 | | 董事會報告 | 36 | | 董事及高級管理層 | 68 | | 獨立核數師報告 | 74 | | 綜合損益及其他全面收益表 | 79 | | 綜合財務狀況表 | 81 | | 綜合權益變動表 | 83 | | 綜合現金流 ...

Financial Performance - The company reported a consolidated revenue of HKD 1.2 billion for the year ended December 31, representing a 15% increase compared to the previous year[19]. - The net profit for the year was HKD 300 million, reflecting a growth of 20% year-on-year[19]. - For the year ended 31 December 2024, the revenue decreased to HK$385,847,000, down 68.0% from HK$1,203,026,000 in 2023[20]. - The Group recorded revenue of approximately HK$385.8 million, a decrease of approximately 67.9% from HK$1,203.0 million in the prior year[70]. - Revenue from property sales was approximately HK$55.8 million, down approximately 93.2% year-on-year, primarily due to the ongoing recession in the PRC property market[71]. - The Group recorded a net loss of approximately HK$2,288.5 million for the Year, compared to a net loss of approximately HK$827.8 million for the Prior Year, reflecting a significant deterioration in financial performance[85]. Market and User Growth - User data indicated an increase in active users by 25%, reaching a total of 500,000 users[19]. - The company has projected a revenue growth of 10% for the upcoming fiscal year, targeting HKD 1.32 billion[19]. - The average sales in 30 major cities in China increased by approximately 34% after the introduction of supportive policies, with first-tier cities growing by about 53%[31]. - The real estate market in China is expected to see positive sales growth in 2025 after a 50% decline from its peak in 2021[31]. - The real estate market in Mainland China is showing signs of gradual recovery, supported by policy measures and recovering rigid demand[38]. Strategic Initiatives - New product launches are expected to contribute an additional HKD 150 million in revenue over the next year[19]. - The company is expanding its market presence in Southeast Asia, with plans to open three new offices by the end of 2025[19]. - A strategic acquisition of a local competitor is anticipated to enhance market share by 5%[19]. - The Group's strategy focuses on "guaranteeing funds, delivery, and operation" to ensure steady progress and sustainable development amid market challenges[38]. Financial Management and Challenges - The company is prioritizing solving its debt problem and is actively communicating with banks and creditors to reduce financial risks[33]. - Financial pressure remains a significant challenge for the company, necessitating prudent capital management and careful budgeting[32]. - The Group aims to maintain a healthy debt structure and capital status to ensure operational stability and safety[66]. - The Group is implementing cost-saving measures and liquidity control to address financial challenges, including seeking financing extensions and streamlining operations[63]. Asset and Liability Management - Total assets decreased to HK$7,246,841,000 in 2024 from HK$11,147,598,000 in 2023, representing a decline of 34.0%[22]. - Total liabilities decreased to HK$7,342,605,000 in 2024 from HK$8,922,013,000 in 2023, a reduction of 17.7%[22]. - The equity attributable to owners of the company turned negative at HK$305,147,000 in 2024, down from HK$1,189,207,000 in 2023[22]. - The Group's total borrowings amounted to approximately HK$3,665.8 million as of 31 December 2024, down from approximately HK$4,670.3 million as of 31 December 2023[88]. Operational Efficiency - The company aims to improve operational efficiency, targeting a reduction in costs by 8% over the next year[19]. - The Group has implemented effective measures to ensure timely delivery of projects, maintaining customer trust and reputation[37]. - The Group's measures aim to reduce reliance on a single asset or project, thereby enhancing overall financial stability[126]. Legal and Compliance Issues - The auditor issued a Disclaimer of Opinion due to multiple uncertainties relating to going concern and scope limitations on impairment assessments[96]. - As of December 31, 2024, four lenders initiated legal proceedings against Jitong Industrial and Hunan Meilian for defaulted borrowings totaling approximately RMB388 million (equivalent to approximately HK$417 million)[105]. - The Group is actively negotiating with lenders for alternative settlement arrangements for remaining defaulted borrowings, which may include using assets for settlement or extending repayment dates[111]. Management and Governance - The board of directors includes a diverse range of professionals with expertise in finance, law, and community service, enhancing the company's governance[165]. - The company emphasizes the importance of maintaining key client relationships and fostering long-term collaborations with external partners[160]. - The Group's management will continue to communicate closely with lenders to explore alternative settlement options[104]. Environmental and Social Responsibility - The Group is committed to improving environmental sustainability and will monitor its performance closely, as detailed in the upcoming ESG report[185]. - The Group has complied with all relevant PRC laws and regulations governing property development and management, with no non-compliance incidents reported for the year[186].

Financial Performance - Operating income for 2024 was CNY 12.42 billion, a year-on-year increase of CNY 1.07 billion, or 9.46%[11] - Net profit for 2024 was CNY 3.78 billion, up CNY 0.13 billion, or 3.43% year-on-year[11] - Total operating income increased by 9.46% to RMB 12,417.66 million compared to RMB 11,344.69 million in the previous year[41] - Net profit for 2024 reached RMB 3,778.51 million, reflecting a growth of 3.43% compared to the previous year[71] - The bank's total assets impairment losses rose by 36.66% to RMB 4,542.83 million from RMB 3,324.10 million in 2023[41] - The company's operating expenses decreased to CNY 3.711 billion, a reduction of CNY 0.259 billion or 6.52% year-on-year[103] Asset and Loan Growth - As of the end of 2024, total assets reached CNY 589.99 billion, an increase of CNY 13.20 billion, or 2.29% from the beginning of the year[11] - Total loans amounted to CNY 347.09 billion, up CNY 15.14 billion, or 4.56% year-to-date[11] - Total deposits reached CNY 375.00 billion, increasing by CNY 18.76 billion, or 5.26% from the start of the year[11] - The balance of loans related to "new industrialization," "new urbanization," "agricultural modernization," and "tourism industrialization" reached CNY 228.687 billion, an increase of CNY 7.905 billion from the beginning of the year[27] - The balance of technology finance loans was CNY 8.071 billion, up CNY 3.095 billion from the beginning of the year, representing a growth rate of 62%[28] - The balance of inclusive small and micro enterprise loans was CNY 52.940 billion, serving 66,500 customers, with growth rates of 11.62% and 12.48% respectively[28] Client Growth - The number of corporate clients reached 115,900, a net increase of 7,000, or 6.38% from the beginning of the year[11] - The number of individual clients was 12.17 million, with a net increase of 489,500, or 4.19% year-to-date[11] - The number of inclusive small and micro enterprise customers increased to 66,500, up by 12.48%[15] - Monthly active users of mobile banking reached 953,200, an increase of 167,300 or 21.29% from the beginning of the year[53] Asset Quality and Risk Management - The non-performing loan ratio stood at 1.72%, with a provision coverage ratio of 315.98%, indicating a stable asset quality[11] - Non-performing loan ratio increased to 1.72% in 2024 from 1.68% in 2023, indicating a slight deterioration in asset quality[43] - The bank's credit risk management framework has been enhanced, focusing on high-quality development and maintaining asset quality stability[153] - The bank's trading book maintained profitability despite increased volatility in market risk indicators such as Value at Risk (VaR)[155] Digital Transformation and Technology - The bank has implemented advanced technologies such as cloud computing and artificial intelligence, achieving a full private cloud deployment for its core transaction system[38] - The company has established a digital financial model driven by data elements and digital technology, enhancing product experience and risk control measures[184] - The company has implemented smart upgrades in 211 branches, achieving a business substitution rate of 81.38%[70] Community and Social Responsibility - The company donated a total of RMB 2.56 million during the reporting period to support rural revitalization and education for impoverished students[192] - The company conducted 3,967 consumer education activities during the reporting period, reaching 2,202,100 consumers[191] - The company organized over 1,100 volunteers to support students during the college entrance examination period[192] Compliance and Risk Management - The bank has established a comprehensive compliance risk management mechanism to effectively identify, assess, and prevent compliance risks, ensuring legal and regulatory compliance in operations[166] - The company has strengthened its legal risk management by implementing strict legal review processes and enhancing employee legal awareness through training[165] - The company has established a robust anti-money laundering management structure, integrating it into its overall risk management framework[161] Market Position and Recognition - The bank's ranking in the 2024 Global Banking 1000 list was 252, and it ranked 46th in the 2024 China Banking 100 list[37] - The bank's core Tier 1 capital adequacy ratio improved to 12.24% in 2024, up from 11.25% in 2023[43]

Financial Performance - The company reported a significant revenue increase of approximately 26.7%, rising from 1.35 billion MYR in the previous fiscal year to 1.71 billion MYR in the fiscal year ending December 31, 2024[21]. - The company's profit before tax surged to 32.86 million MYR, nearly tripling from 8.54 million MYR in the previous fiscal year[21]. - The gross profit for the fiscal year 2024 was reported at 125.96 million MYR, showing a substantial improvement from 77.08 million MYR in the previous year[9]. - The company achieved a post-tax profit of 21.54 million MYR in fiscal year 2024, a significant increase of approximately 161% from 8.24 million MYR in fiscal year 2023[65]. - The profit attributable to the owners of the company for the fiscal year 2024 is 25.46 million MYR, an increase from 8.54 million MYR in 2023[76]. - The total equity attributable to the owners of the company as of December 31, 2024, is 238.44 million MYR, up from 213.30 million MYR in 2023[79]. - The current ratio improved to 2.3 times in 2024 from 2.0 times in 2023, indicating better liquidity[78]. - The debt-to-equity ratio decreased to 0.35 times in 2024 from 0.48 times in 2023, reflecting reduced borrowings[79]. - The total borrowings as of December 31, 2024, are 76.93 million MYR, down from 98.40 million MYR in 2023[79]. Sales and Production - The total sales volume of ferrous scrap metal reached 949,634 tons, an increase of about 30.9% compared to 725,577 tons in the previous fiscal year[21]. - In the fiscal year 2023, the company sold 725,577 tons of black scrap metal, accounting for 93.4% of total revenue, and is projected to sell 949,634 tons in fiscal year 2024, accounting for 93.2% of total revenue[26]. - The average trading price of black scrap metal decreased by approximately 4.6% from 1,711 MYR per ton in fiscal year 2023 to 1,633 MYR per ton in fiscal year 2024[64]. Operational Efficiency - The company operates multiple scrap yards across Malaysia, covering approximately 61,000 square meters, strategically located to ensure a steady supply of ferrous scrap metal[25]. - The company has a fleet of 95 owned trucks, with 59 trucks having a capacity of 20 tons or more, enabling efficient logistics support for suppliers[25]. - The company remains focused on optimizing procurement strategies and improving operational efficiency to ensure sustainable profit growth[65]. Environmental and Social Responsibility - The company aims to enhance its focus on environmental management, social responsibility, and good governance in response to increasing awareness of sustainable practices[22]. - The company has implemented various energy-saving measures to minimize its carbon footprint and is committed to achieving net-zero emissions in the future[192]. - The company encourages employees to participate in environmental activities to raise awareness about sustainability[184]. - The company has established a waste recycling program, including the collection of paper, metals, and plastics, to enhance waste reuse[181]. - The company is actively monitoring and managing climate-related risks as part of its governance and strategic planning[193]. Governance and Board Structure - The board consists of five executive directors and three independent non-executive directors, with a gender ratio of 7:1 among employees as of December 31, 2024[100]. - The company has fully complied with the corporate governance code, except for the deviation regarding the roles of the chairman and CEO, which are held by Sia Kok Chin since 2001[92]. - The board has established three committees: Audit and Risk Management Committee, Remuneration Committee, and Nomination Committee to oversee specific areas of the company's affairs[95]. - The company emphasizes the importance of independent directors in providing oversight and strategic guidance[51]. - The board will review and consider separating the roles of chairman and CEO at an appropriate time[92]. Risk Management - The company emphasizes the importance of regular risk assessments and continuous improvement of safety protocols to manage risks in the scrap metal industry[22]. - The board is responsible for maintaining adequate risk management and internal control systems to protect shareholder investments and company assets[139]. - The company has implemented various internal control and risk management policies, including asset depreciation provision management and inventory management policies[139]. ESG Reporting - The company released its seventh ESG report, highlighting sustainability measures and stakeholder concerns for the year 2024[162]. - The report covers the period from January 1, 2024, to December 31, 2024, focusing on the environmental and social impacts of the company's operations in Malaysia[163]. - The board has identified 11 significant ESG-related issues for the reporting period, focusing on energy efficiency, environmental compliance, and corporate governance[171]. Emissions and Energy Consumption - Total greenhouse gas emissions reached 9,683.85 tons of CO2 equivalent in 2024, up from 4,041.07 tons in 2021, representing an increase of 139.5%[200]. - Scope 1 direct emissions from trucks increased to 8,232.39 tons in 2024, compared to 3,057.79 tons in 2021, marking a rise of 169.5%[200]. - Scope 2 indirect emissions from electricity rose to 1,451.46 tons in 2024, up from 983.28 tons in 2021, reflecting an increase of 47.5%[200]. - CO2 emissions per thousand Malaysian Ringgit revenue increased from 0.0028 in 2021 to 0.0057 in 2024, indicating a growth of 103.6%[200].