Company Information Board of Directors and Committees This section lists the company's board members, the composition and chairs of its committees (Audit, Remuneration, Nomination, ESG), and joint company secretaries - The Board of Directors comprises Executive Directors Mr. Zou Xiaohong (Chairman) and Mr. Chen Ping, Non-executive Directors Mr. Gao Lei, Mr. Shen Yingming, Ms. Li Deye, and Independent Non-executive Directors Dr. Liu Zhongdong, Dr. Yuan Kang, and Mr. Liao Qiyu6 - The Audit Committee, Remuneration Committee, and Nomination Committee are all chaired by independent non-executive directors, ensuring the independence of corporate governance6 Company Information and Contact Details This section provides key information such as the company's registered office, headquarters, website, auditor, compliance advisor, legal counsel, share registrar, and stock code - The company's website is www.chinaorganic.com, its auditor is Ernst & Young, and its stock code is 288167 - The company's headquarters and principal place of business are located in Wuhan, Hubei Province, China, with its principal place of business in Hong Kong at Lee Garden One, Causeway Bay7 Financial Performance Summary Key Financial Highlights For the six months ended June 30, 2025, the Group's revenue, gross profit, profit for the period, and earnings per share all decreased compared to the same period last year, reflecting challenging market conditions Key Financial Highlights for the Six Months Ended June 30 | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,440,232 | 1,651,158 | (210,926) | -12.8% | | Gross Profit | 163,037 | 186,676 | (23,639) | -12.7% | | Profit for the Period | 38,730 | 48,049 | (9,319) | -19.4% | | Profit Attributable to Owners of the Parent | 38,730 | 48,049 | (9,319) | -19.4% | | Earnings Per Share Attributable to Ordinary Equity Holders of the Parent (RMB per share) | 0.42 | 0.63 | (0.21) | -33.3% | - The decrease in revenue and gross profit was primarily due to a decline in the overall average selling price of products by approximately RMB 1,341 per ton, mainly affected by falling toluene prices and weak global chemical industry demand14 Management Discussion and Analysis Performance Review The Group is a renowned supplier of toluene derivatives in China and global markets, primarily manufacturing toluene oxidation products and toluene chlorination products and their derivatives through organic synthesis processes, and engaging in toluene trading to supplement its core business - The company's main business involves manufacturing toluene oxidation products and toluene chlorination products and their derivatives, used in food preservatives, household chemicals, animal feed acidifiers, and synthetic intermediates for agricultural chemicals and pharmaceuticals11 - Concurrently, the company also engages in product trading, primarily toluene trading, to supplement its main production business and sales11 Performance by Product Type The Group's revenue and gross profit were impacted by a decrease in average product selling prices, with a slight increase in gross margin for toluene oxidation products, while gross margins for toluene chlorination products and product trading declined Revenue and Gross Margin by Product Type (For the Six Months Ended June 30) | Product Type | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | Revenue Change (%) | 2025 Gross Margin (%) | 2024 Gross Margin (%) | Gross Margin Change (percentage points) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Toluene Oxidation Products and Their Derivatives | 894,653 | 1,025,415 | -12.8% | 12.9% | 11.6% | +1.3 | | Toluene Chlorination Products and Their Derivatives | 348,943 | 335,685 | +3.9% | 13.5% | 18.8% | -5.3 | | Product Trading | 196,636 | 290,058 | -32.2% | 0.4% | 1.4% | -1.0 | | Total | 1,440,232 | 1,651,158 | -12.8% | 11.3% | 11.3% | 0.0 | - The overall decrease in revenue and gross profit was primarily due to a decline in the overall average selling price of products by approximately RMB 1,341 per ton, mainly affected by falling toluene prices and weak global chemical industry demand14 Toluene Oxidation Products and Their Derivatives Revenue from toluene oxidation products and their derivatives decreased by 12.8%, mainly due to lower raw material costs being passed on as reduced average product selling prices. Despite the revenue decline, the gross margin improved by 1.3 percentage points to 12.9% through differentiated operating strategies and high-value-added products - Revenue decreased by approximately 12.8% to RMB 894.7 million, with the average unit selling price decreasing by 11.3% to RMB 7,198 per ton18 - Gross margin increased by approximately 1.3 percentage points to 12.9%, benefiting from differentiated operating strategies by region and product type, as well as increased gross margins for higher-value-added products like sodium benzoate and benzoguanamine19 Toluene Chlorination Products and Their Derivatives Revenue from toluene chlorination products and their derivatives increased by 3.9%, primarily driven by a significant 46.5% increase in sales volume, but a 29.1% decrease in average unit selling price due to weak downstream markets and a quick-turnover operating strategy led to a 5.3 percentage point decline in gross margin to 13.5% - Revenue increased by approximately 3.9% to RMB 348.9 million, with sales volume increasing by approximately 46.5% to 62,046 tons20 - The average unit selling price decreased by approximately 29.1% to RMB 5,624 per ton, and the gross margin decreased by approximately 5.3 percentage points to 13.5%21 - The decline in gross margin was mainly due to persistent weak end-user demand, coupled with the company's quick-turnover operating strategy, which resulted in a greater decline in prices than in costs21 Product Trading Product trading revenue decreased by 32.2%, and gross profit significantly declined to RMB 0.7 million, with the gross margin falling to 0.4%, primarily due to losses from toluene trading as spot prices sharply dropped, prompting the company to sell at lower prices to prevent further losses - Revenue decreased by approximately 32.2% to RMB 196.6 million, and gross profit decreased to approximately RMB 0.7 million22 - Gross margin decreased to approximately 0.4%, mainly due to losses from toluene trading in the current period, which partially offset profits from other trading businesses22 Revenue by Customer Geographical Location During the reporting period, the Group's export revenue decreased by 21.5% year-on-year, and its proportion of total revenue also declined, primarily due to weak global chemical demand, US tariff policies, and a decrease in average product selling prices Revenue by Customer Geographical Location (For the Six Months Ended June 30) | Sales Type | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Domestic Sales | 1,100,924 | 1,219,025 | -9.7% | | Export Sales | 339,308 | 432,133 | -21.5% | | Total | 1,440,232 | 1,651,158 | -12.8% | - The proportion of export revenue to total revenue decreased from 26.2% to 23.6%, mainly due to lower selling prices resulting from reduced raw material costs, persistent weak global chemical industry demand, and the impact of US tariff policies23 Business Outlook Facing weak global chemical industry demand and high competitive pressure, the Group will implement measures such as flexible production adjustments, optimized sales strategies, expanded global networks, enhanced R&D, and cost reduction initiatives, while continuing to invest in the Hubei Xinhuanhong production base expansion, to improve profitability and promote business growth - The global chemical industry faces multiple challenges, including weak demand, high competitive pressure, insufficient macroeconomic recovery momentum, volatile international crude oil markets, and increased trade friction due to US tariff policies25 - The Group will adopt several measures, including flexible arrangements for production facility maintenance, optimization of product sales strategies, expansion of global sales and marketing networks, enhancement of R&D capabilities to develop high-value products, and tapping into existing production capacity potential while reducing costs and increasing efficiency26 - The Group will continue to invest in the second phase expansion of the Hubei Xinhuanhong production base, with construction expected to commence in the second half of 2025, and some capacity to be operational by 2026, with the remaining capacity phased in until 2029, to promote business growth27 Financial Review This section provides a detailed review of the Group's financial performance during the reporting period, including revenue, gross profit, various expenses, finance costs, income tax expense, and profit for the period, along with an analysis of liquidity, capital structure, gearing ratio, and earnings per share Revenue and Gross Profit During the reporting period, the Group's revenue and gross profit both decreased by approximately 12.8% and 12.7% year-on-year, respectively, but the gross margin remained at 11.3%, consistent with the same period last year Revenue and Gross Profit (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,440,232 | 1,651,158 | -12.8% | | Gross Profit | 163,037 | 186,676 | -12.7% | | Gross Margin | 11.3% | 11.3% | 0.0% | Other Income and Gains Other income and gains decreased by approximately RMB 2.3 million to RMB 28.4 million year-on-year, primarily due to a reduction in VAT super deduction, partially offset by government grants Other Income and Gains (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other Income and Gains | 28,355 | 30,746 | -7.8% | - The decrease was mainly due to a reduction in VAT super deduction in the current period, partially offset by government grants received for foreign economic and trade development29 Selling and Distribution Expenses Selling and distribution expenses decreased by approximately RMB 1.1 million to RMB 12.3 million year-on-year, primarily due to reduced staff remuneration resulting from lower sales volume Selling and Distribution Expenses (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 12,307 | 13,414 | -8.2% | - Selling and distribution expenses accounted for approximately 0.9% of the Group's revenue (2024: 0.8%)31 Administrative Expenses Administrative expenses decreased by approximately RMB 10.1 million to RMB 50.1 million year-on-year, mainly due to the absence of listing expenses in the current period Administrative Expenses (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 50,146 | 60,205 | -16.7% | - Administrative expenses accounted for approximately 3.5% of the Group's revenue (2024: 3.6%)33 Research and Development Expenses Research and development expenses increased by approximately RMB 13.8 million to RMB 72.7 million year-on-year, primarily due to increased material inputs as some new process R&D projects entered the verification and testing phase Research and Development Expenses (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Research and Development Expenses | 72,737 | 58,855 | +23.6% | - Research and development expenses accounted for approximately 5.1% of the Group's revenue (2024: 3.6%)35 Finance Costs Finance costs decreased by approximately RMB 3.6 million to RMB 17.5 million year-on-year, primarily due to lower borrowing interest rates and the capitalization of interest for the Xinhuanhong project Finance Costs (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | 17,487 | 21,134 | -17.3% | Income Tax Expense Income tax expense decreased by approximately RMB 6.6 million to RMB 8.8 million year-on-year, mainly due to lower profit before tax and a decrease in the effective tax rate from 24.2% to 18.5%, as there were no non-deductible listing expenses in the current period Income Tax Expense (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Income Tax Expense | 8,762 | 15,375 | -43.0% | - The effective tax rate decreased from 24.2% in the same period of 2024 to 18.5% in the current reporting period, mainly due to the absence of non-deductible listing expenses in the current period38 Profit for the Period The Group's net profit for the period decreased by 19.4% year-on-year to RMB 38.7 million, with the net profit margin declining from 2.9% to 2.7% Profit for the Period (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Profit | 38,730 | 48,049 | -19.4% | | Net Profit Margin | 2.7% | 2.9% | -0.2 percentage points | Financial Policy The Group adopts a prudent financial management approach, closely monitoring its liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments meets its funding needs - The Group maintains a sound liquidity position, with the Board closely monitoring liquidity to ensure funding needs are met40 Liquidity and Capital Structure The Group's cash and cash equivalents significantly increased to RMB 194.4 million, but interest-bearing bank and other borrowings also increased by 30.3% to RMB 1,202.7 million, primarily for daily operations and capacity expansion. The Group has RMB 650 million in unused bank credit facilities Liquidity and Capital Structure (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 194,413 | 73,680 | +163.9% | | Pledged Deposits | 81,245 | 125,397 | -35.2% | | Interest-Bearing Bank and Other Borrowings | 1,202,748 | 922,950 | +30.3% | - The increase in borrowings was mainly due to additional loan financing for daily business operations and capacity expansion42 - The Group has unused bank credit facilities of RMB 650 million42 Gearing Ratio As of June 30, 2025, the Group's gearing ratio increased to 140.5% from 108.4% as of December 31, 2024, primarily due to increased borrowings Gearing Ratio (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | Change (percentage points) | | :--- | :--- | :--- | :--- | | Gearing Ratio | 140.5% | 108.4% | +32.1 | - The increase in the ratio was mainly due to increased borrowings44 Basic and Diluted Earnings Per Share For the six months ended June 30, 2025, basic and diluted earnings per share attributable to ordinary equity holders of the parent was RMB 0.42, a year-on-year decrease of 33.3% Basic and Diluted Earnings Per Share (For the Six Months Ended June 30) | Indicator | 2025 (RMB) | 2024 (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic and Diluted Earnings Per Share | 0.42 | 0.63 | -33.3% | Current Assets As of June 30, 2025, the Group's total current assets increased to RMB 1,102.2 million, primarily comprising inventories, trade and bills receivables, prepayments and other receivables, and cash and cash equivalents Current Assets Composition (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Current Assets | 1,102,244 | 950,201 | +16.0% | | Inventories | 335,803 | 292,403 | +14.8% | | Trade and Bills Receivables | 335,780 | 311,415 | +7.8% | | Prepayments and Other Receivables | 155,003 | 147,306 | +5.2% | | Cash and Cash Equivalents | 194,413 | 73,680 | +163.9% | | Pledged Deposits | 81,245 | 125,397 | -35.2% | Inventories Inventories increased by RMB 43.4 million to RMB 335.8 million, and inventory turnover days increased to 45 days, mainly due to weak downstream demand for chlorination products and lower-than-expected sales of newly launched products Inventory Situation (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Inventories | 335,803 | 292,403 | +14.8% | | Inventory Turnover Days | 45 days | 37 days | +8 days | - The increase in inventory balance and turnover days was mainly due to the Group's strategy of full production and quick turnover to enhance operational efficiency in the current reporting period, but affected by changes in the external market environment, downstream demand for chlorination products was weak, and actual sales did not meet expected targets; concurrently, newly launched products from Xinhuanhong were still in the market expansion phase, and current sales also did not achieve expected results47 Trade Receivables and Bills Receivable Trade and bills receivables increased by RMB 24.4 million to RMB 335.8 million, and turnover days increased to 41 days, primarily due to an increase in bills receivable that did not qualify for derecognition Trade and Bills Receivables Situation (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Bills Receivables | 335,780 | 311,415 | +7.8% | | Turnover Days | 41 days | 34 days | +7 days | - The increase in trade receivables balance and turnover days was mainly due to an increase in bills receivable received by the Group that did not qualify for derecognition48 Prepayments and Other Receivables Prepayments and other receivables increased by RMB 7.7 million to RMB 155.0 million, primarily due to an increase in prepayments for raw material purchases Prepayments and Other Receivables (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Prepayments and Other Receivables | 155,003 | 147,306 | +5.2% | - The increase was mainly due to increased prepayments for raw material purchases49 Current Liabilities As of June 30, 2025, the Group's total current liabilities increased to RMB 1,641.8 million, primarily comprising trade and bills payables, other payables and accruals, contract liabilities, and interest-bearing bank and other borrowings Current Liabilities Composition (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Current Liabilities | 1,641,759 | 1,574,966 | +4.2% | | Trade and Bills Payables | 371,375 | 360,778 | +2.9% | | Other Payables, Accruals and Contract Liabilities | 263,096 | 286,028 | -8.0% | | Interest-Bearing Bank and Other Borrowings | 997,336 | 922,950 | +8.1% | Trade Payables and Bills Payable Trade and bills payables increased by RMB 10.6 million to RMB 371.4 million, and turnover days increased to 52 days, primarily due to more relaxed settlement policies offered by suppliers Trade and Bills Payables Situation (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade and Bills Payables | 371,375 | 360,778 | +2.9% | | Turnover Days | 52 days | 32 days | +20 days | - The increase in turnover days was mainly attributable to more relaxed settlement policies offered by suppliers compared to the end of last year52 Other Payables, Accruals and Contract Liabilities Other payables, accruals, and contract liabilities decreased by RMB 22.9 million to RMB 263.1 million, primarily due to the settlement of project payments for the first phase of Xinhuanhong Other Payables, Accruals and Contract Liabilities (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total | 263,096 | 286,028 | -8.0% | - The decrease was mainly due to the settlement of project payments for the first phase of Xinhuanhong53 Pledge of Assets As of June 30, 2025, the Group pledged property, plant and equipment, and leasehold land with a net book value of approximately RMB 246.2 million to secure bank and other borrowings and bank credit facilities - The Group pledged property, plant and equipment, and leasehold land with a net book value of approximately RMB 246.2 million to secure bank and other borrowings and bank credit facilities54 Material Acquisitions, Disposals and Significant Investments Other than the production expansion of the Hubei Xinhuanhong production base, the Group had no other material acquisitions, disposals, or significant investments during the reporting period - Other than the production expansion of the Hubei Xinhuanhong production base, the Group had no other material acquisitions, disposals, or significant investments during the reporting period55 Capital Expenditure and Capital Commitments During the reporting period, the Group's capital expenditure was RMB 166.1 million, primarily for the purchase of property, plant and equipment, and leasehold land. Contractual commitments at period-end amounted to RMB 38.9 million, mainly related to the Hubei Xinhuanhong production base Capital Expenditure and Capital Commitments (As of June 30) | Indicator | 2025 (RMB thousands) | | :--- | :--- | | Capital Expenditure | 166,100 | | Contractual Commitments | 38,900 | - Capital expenditure was mainly related to the purchase of property, plant and equipment and leasehold land, while contractual commitments were primarily related to the Hubei Xinhuanhong production base56 Future Plans for Material Investments or Capital Assets The Group's future plans include the production expansion of the Hubei Xinhuanhong production base and the construction of Kangxin Industrial Park, with funding sources considering internal resources, bank loans, or net proceeds from global offering - Future plans include the production expansion of the Hubei Xinhuanhong production base and the construction of Kangxin Industrial Park57 - Funding will consider internal resources of the Group, bank loans, or net proceeds from the global offering57 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities58 Foreign Currency and Interest Rate Risks The Group's principal business is denominated in RMB, facing no significant foreign exchange risk, and currently does not engage in foreign currency hedging. Interest rate risk is assessed as very low and controllable, with most bank loans bearing fixed interest rates - The Group's principal business is conducted in China and denominated in RMB, and management believes the business does not face any significant foreign exchange risk, with no foreign currency hedging policy currently in place5960 - Interest rate risk is assessed as very low and controllable, as all bank loans and other borrowings are denominated in RMB and bear fixed interest rates, except for unsecured bank loans of RMB 184.0 million which bear floating interest rates60 Use of Proceeds from Global Offering The company's net proceeds from the global offering in June 2024 were approximately HKD 25.9 million, of which HKD 10.0 million had been utilized as of June 30, 2025, primarily for constructing new production facilities, R&D activities, sales and marketing activities, and working capital Use of Proceeds from Global Offering (As of June 30, 2025) | Use of Proceeds | Percentage (%) | Net Proceeds (HKD millions) | Amount Utilized as of June 30, 2025 (HKD millions) | Unutilized Amount as of June 30, 2025 (HKD millions) | | :--- | :--- | :--- | :--- | :--- | | Construction of new production facilities to increase capacity at Hubei Xinhuanhong production base | 82.0 | 21.2 | 6.4 | 14.8 | | Research and development activities | 3.0 | 0.8 | 0.2 | 0.6 | | Sales and marketing activities | 5.0 | 1.3 | 0.8 | 0.5 | | Working capital and general corporate purposes | 10.0 | 2.6 | 2.6 | — | | Total | 100 | 25.9 | 10.0 | 15.9 | - The expected timetable for unutilized proceeds is: new production facilities by or before December 2028, and R&D activities and sales and marketing activities by or before December 202662 Employees and Remuneration Policy As of June 30, 2025, the Group had 631 employees, with total staff costs increasing to RMB 61.8 million, mainly due to salary adjustments, increased social security expenses, and employee bonuses from cost reduction and efficiency improvement measures Employee and Remuneration Situation (For the Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 631 employees | 626 employees | | Total Staff Costs (RMB millions) | 61.8 | 51.1 | - The increase in staff costs was mainly due to the company's overall salary adjustments after achieving performance targets last year, increased employee social security expenses, and increased employee bonuses resulting from cost reduction and efficiency improvement measures65 Other Information Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares, and the company held no treasury shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed shares67 - As of June 30, 2025, the company held no treasury shares67 Compliance with Corporate Governance Code The company has complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the reporting period - The company has complied with all applicable code provisions of the Corporate Governance Code throughout the reporting period68 Compliance with Model Code for Securities Transactions by Directors Following specific enquiries made to all directors, each director has confirmed compliance with the Model Code as set out in Appendix C3 to the Listing Rules throughout the reporting period - Each director has confirmed that they have complied with the standard requirements set out in the Model Code throughout the reporting period69 Audit Committee and Review of Financial Statements The Audit Committee has reviewed the Group's unaudited interim condensed consolidated financial statements and this interim report for the six months ended June 30, 2025, with an independent review performed by Ernst & Young - The Audit Committee comprises Mr. Liao Qiyu (Chairman), Dr. Liu Zhongdong, Dr. Yuan Kang, Mr. Gao Lei, and Mr. Shen Yingming70 - The Audit Committee has reviewed the Group's unaudited interim condensed consolidated financial statements and this interim report for the six months ended June 30, 202570 - Independent auditor Ernst & Young performed an independent review of the interim condensed consolidated financial information70 Changes in Information of Directors and/or Senior Management Effective June 26, 2025, Mr. Gao Lei ceased to be a member of the Nomination Committee, and Ms. Li Deye was appointed as a member, with other positions remaining unchanged - Mr. Gao Lei has ceased to be a member of the Nomination Committee, and Ms. Li Deye has been appointed as a member of the Nomination Committee72 - The aforementioned changes took effect on June 26, 2025, with other directorships remaining unchanged72 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Mr. Gao Lei and Mr. Shen Yingming held interests in 53.75% and 13.44% of the company's shares, respectively, through controlled corporations Directors' Interests in the Company's Shares and Underlying Shares (As of June 30, 2025) | Director Name | Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Gao Lei | Interest in controlled corporation | 50,150,842 (L) | 53.75% | | Mr. Shen Yingming | Interest in controlled corporation | 12,537,710 (L) | 13.44% | - Mr. Gao Lei's interest is held by Vastocean Capital Limited, which is wholly owned by him, and Mr. Shen Yingming's interest is held by SYM Holdings Limited, which is wholly owned by him75 Directors' Rights to Acquire Shares or Debentures During the reporting period, neither the company nor its subsidiaries entered into any arrangements enabling directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate, and no such rights were granted to any director or their spouse or children under 18 - Neither the company nor its subsidiaries entered into any arrangements during the reporting period that would enable directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate76 - No director, or their spouse or children under the age of 18, was granted any such rights to subscribe for equity or debt securities of the company or any other body corporate, nor had exercised any such rights76 Directors' Interests in Material Contracts As of the end of the reporting period or at any time during the reporting period, neither the company nor any of its subsidiaries entered into any material contracts in which a director had a direct or indirect material interest - Neither the company nor any of its subsidiaries entered into any material contracts in which a director had a direct or indirect material interest77 Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, Vastocean Capital Limited (wholly owned by Mr. Gao Lei) and SYM Holdings Limited (wholly owned by Mr. Shen Yingming) were the company's substantial shareholders, holding 53.75% and 13.44% of the shares, respectively. Custodian Capital Ltd. held 7.79% of the shares as nominee Substantial Shareholders' Interests in Shares and Underlying Shares (As of June 30, 2025) | Shareholder Name | Capacity/Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Vastocean Capital Limited | Beneficial owner | 50,150,842 (L) | 53.75% | | Mr. Gao Lei | Interest in controlled corporation | 50,150,842 (L) | 53.75% | | SYM Holdings Limited | Beneficial owner | 12,537,710 (L) | 13.44% | | Mr. Shen Yingming | Interest in controlled corporation | 12,537,710 (L) | 13.44% | | Custodian Capital Ltd. | Nominee interest | 7,271,448 (L) | 7.79% | - Vastocean Capital Limited is wholly owned by Mr. Gao Lei, and SYM Holdings Limited is wholly owned by Mr. Shen Yingming80 Pre-emptive Rights There are no pre-emptive rights provisions under the Articles of Association or the laws of the Cayman Islands that would require the company to offer new shares to existing shareholders on a pro-rata basis - There are no pre-emptive rights provisions under the Articles of Association or the laws of the Cayman Islands that would require the company to offer new shares to existing shareholders on a pro-rata basis81 Interim Dividend The Board does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the reporting period (for the six months ended June 30, 2024: nil)82 Events After the Reporting Period On July 8, 2025, Hubei Kangxin Chemical Trading Co., Ltd., an indirect wholly-owned subsidiary of the company, entered into a construction contract with Hubei Tongsheng Construction Engineering Co., Ltd. for the construction of Kangxin Industrial Park, with a maximum total consideration of RMB 75 million - On July 8, 2025, Hubei Kangxin Chemical Trading Co., Ltd. entered into a construction contract with Hubei Tongsheng Construction Engineering Co., Ltd. for the construction of Kangxin Industrial Park83 - The maximum total consideration is RMB 75 million (inclusive of tax)155 Independent Review Report Conclusion on Review Ernst & Young conducted a review of the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410 and found no matters that would lead them to believe the accompanying interim financial information is not prepared in all material respects in accordance with HKAS 34 - Independent auditor Ernst & Young conducted a review of the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410, issued by the Hong Kong Institute of Certified Public Accountants87 - Based on the review, nothing has come to the auditor's attention that causes them to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with HKAS 3488 Interim Condensed Consolidated Statement of Profit or Loss Profit or Loss Statement Overview This statement presents the Group's revenue, cost of sales, gross profit, various expenses, finance costs, share of profits of joint ventures and associates, profit before tax, income tax expense, and profit for the period for the six months ended June 30, 2025, with comparative data for 2024 Interim Condensed Consolidated Statement of Profit or Loss (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 1,440,232 | 1,651,158 | | Cost of Sales | (1,277,195) | (1,464,482) | | Gross Profit | 163,037 | 186,676 | | Other Income and Gains | 28,355 | 30,746 | | Selling and Distribution Expenses | (12,307) | (13,414) | | Administrative Expenses | (50,146) | (60,205) | | Research and Development Expenses | (72,737) | (58,855) | | Finance Costs | (17,487) | (21,134) | | Profit Before Tax | 47,492 | 63,424 | | Income Tax Expense | (8,762) | (15,375) | | Profit for the Period | 38,730 | 48,049 | | Profit Attributable to Owners of the Parent | 38,730 | 48,049 | | Earnings Per Share Attributable to Ordinary Equity Holders of the Parent (RMB per share) | 0.42 | 0.63 | Interim Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Overview This statement presents the Group's profit for the period and other comprehensive income, including exchange differences on translation of foreign operations, resulting in the total comprehensive income for the six months ended June 30, 2025 Interim Condensed Consolidated Statement of Comprehensive Income (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the Period | 38,730 | 48,049 | | Exchange Differences on Translation of Foreign Operations | (51) | 26 | | Other Comprehensive Income for the Period (Net of Tax) | (51) | 26 | | Total Comprehensive Income for the Period | 38,679 | 48,075 | | Attributable to Owners of the Parent | 38,679 | 48,075 | Interim Condensed Consolidated Statement of Financial Position Financial Position Overview This statement presents the Group's assets, liabilities, and equity as of June 30, 2025, including non-current assets, current assets, current liabilities, non-current liabilities, and total equity, with comparative data for December 31, 2024 Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,507,752 | 1,401,521 | | Total Current Assets | 1,102,244 | 950,201 | | Total Current Liabilities | 1,641,759 | 1,574,966 | | Net Current Liabilities | (539,515) | (624,765) | | Total Non-Current Liabilities | 300,722 | 103,131 | | Net Assets | 667,515 | 673,625 | | Total Equity | 667,515 | 673,625 | Interim Condensed Consolidated Statement of Changes in Equity Changes in Equity Overview This statement details the changes in the Group's equity components for the six months ended June 30, 2025, including opening balance, profit for the period, other comprehensive income, dividends declared, and share-based payments, with comparative data for 2024 Interim Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | As at January 1 (Audited) | 673,625 | 529,617 | | Total Comprehensive Income for the Period | 38,679 | 48,075 | | Final Dividend Declared for 2024 | (44,999) | — | | Equity-Settled Share-Based Payments | 210 | 210 | | Issue of New Shares | — | 91,687 | | Share Issue Expenses | — | (26,263) | | As at June 30 (Unaudited) | 667,515 | 643,326 | Interim Condensed Consolidated Statement of Cash Flows Cash Flow Overview This statement presents the Group's net cash flows from operating, investing, and financing activities, as well as the closing balance of cash and cash equivalents, for the six months ended June 30, 2025 Interim Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 2,501 | 126,124 | | Net Cash Flows Used in Investing Activities | (128,048) | (28,097) | | Net Cash Flows from Financing Activities | 246,331 | 43,525 | | Net Increase in Cash and Cash Equivalents | 120,784 | 141,552 | | Cash and Cash Equivalents at End of Period | 194,413 | 207,011 | Notes to Interim Condensed Consolidated Financial Information Company and Group Information Wuhan Organic Holdings Company Limited is an investment holding company incorporated in the Cayman Islands, whose shares have been listed on the Main Board of the Hong Kong Stock Exchange since June 18, 2024. Its principal subsidiaries are engaged in the manufacturing and sale of toluene oxidation products, toluene chlorination products, and their derivatives in China - The company was incorporated in the Cayman Islands as an exempted company with limited liability on September 23, 2016, and its shares were listed on the Main Board of the Hong Kong Stock Exchange on June 18, 2024106107 - The company's principal subsidiaries are primarily engaged in the manufacturing and sale of toluene oxidation products, toluene chlorination products, and their derivatives in China106 Basis of Preparation The interim condensed consolidated financial information has been prepared in accordance with HKAS 34 and presented on a going concern basis. Despite net current liabilities, the Board believes the Group has sufficient funds to continue operations - The interim condensed consolidated financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"108 - Despite the Group having net current liabilities of approximately RMB 540 million as of June 30, 2025, the Board believes the Group will have sufficient available funds to operate as a going concern109 Changes in Accounting Policies The accounting policies adopted in preparing the interim condensed consolidated financial information are consistent with those of the previous year, with the only new adoption being HKFRS 21 Amendments "Lack of Exchangeability," which had no impact on the financial information as the Group's transaction currencies are exchangeable - The accounting policies are consistent with those adopted in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2024, except for the first-time adoption of HKFRS 21 Amendments "Lack of Exchangeability" in the current period's financial information110 - As the currencies in which the Group conducts transactions and the functional currencies of the Group entities translated into the Group's presentation currency are all exchangeable, these amendments had no impact on the interim condensed consolidated financial information111 Operating Segment Information The Group does not present separate operating segment financial information as the Board reviews the Group's overall financial performance. All non-current assets are located in mainland China, and no single external customer accounts for 10% or more of total revenue - The directors review the Group's overall financial performance, and therefore no further information on operating segments is presented112 - All of the Group's non-current assets are located in mainland China114 - No revenue from transactions with a single external customer accounted for 10% or more of the Group's total revenue115 Revenue This section provides a detailed analysis of the Group's revenue composition for the six months ended June 30, 2025, categorized by type of goods or services and geographical market, with all revenue recognized at a point in time when goods are transferred Disaggregated Revenue Information from Contracts with Customers (For the Six Months Ended June 30) | Type of Goods or Services | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Toluene Oxidation Products | 894,653 | 1,025,415 | | Toluene Chlorination Products | 348,943 | 335,685 | | Product Trading | 196,636 | 290,058 | | Total | 1,440,232 | 1,651,158 | | Geographical Market | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Mainland China | 1,100,924 | 1,219,025 | | Asia (excluding Mainland China) | 158,832 | 171,413 | | European Union | 107,574 | 135,583 | | Americas | 64,930 | 111,118 | | Other Countries/Regions | 7,972 | 14,019 | | Total | 1,440,232 | 1,651,158 | - All revenue is recognized at a point in time when goods are transferred118 Profit Before Tax This section details the various adjustments to the Group's profit before tax, including cost of inventories sold, R&D costs, depreciation and amortization, listing expenses (none in current period), government grants, and employee benefit expenses Profit Before Tax Adjustments (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of Inventories Sold | 1,277,195 | 1,464,482 | | Research and Development Costs | 72,737 | 58,855 | | Depreciation of Property, Plant and Equipment | 65,131 | 58,757 | | Depreciation of Right-of-Use Assets | 7,658 | 9,999 | | Listing Expenses | — | 9,481 | | Total Employee Benefit Expenses | 61,803 | 51,123 | - There were no listing expenses in the current period, compared to RMB 9,481 thousands in the same period last year119 - Employee benefit expenses increased, mainly comprising salaries, allowances and benefits in kind, share award scheme expenses, performance bonuses, and retirement benefit scheme contributions119 Income Tax Expense The Group's income tax expense is calculated based on the tax laws of each jurisdiction, with Hong Kong profits tax at 16.5% (some entities enjoy an 8.25% preferential rate) and mainland China corporate income tax at 25% (high-tech enterprises enjoy a 15% preferential rate) Income Tax Expense (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current — Hong Kong | 38 | 92 | | Current — Mainland China | 12,132 | 6,371 | | Deferred Income Tax | (3,408) | 8,912 | | Total Tax Expense for the Period | 8,762 | 15,375 | - Hong Kong profits tax is provided at 16.5%, with certain qualifying entities subject to a tax rate of 8.25% on the first HKD 2,000,000 of assessable profits124 - The statutory corporate income tax rate in mainland China is 25%, while Wuhan Organic Industrial Co., Ltd. and Qianjiang Xinyihong Organic Chemical Co., Ltd., as high-tech enterprises, enjoy a preferential income tax rate of 15%125 Dividends The company declared and paid a final dividend of RMB 0.4823 per ordinary share for 2024 on May 15, 2025, totaling approximately RMB 44.999 million. No interim dividend was declared for the current reporting period Dividend Declared and Paid (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Final Dividend Declared and Paid — RMB 0.4823 per ordinary share | 44,999 | — | - On May 15, 2025, shareholders approved and declared a final dividend for 2024, totaling approximately RMB 44,999,000127 Earnings Per Share Attributable to Owners of the Parent For the six months ended June 30, 2025, basic earnings per share attributable to ordinary equity holders of the parent was RMB 0.42, a decrease from RMB 0.63 in the same period last year. The company had no potential dilutive share options or other financial instruments Earnings Per Share Calculation (For the Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Ordinary Equity Holders of the Parent (RMB thousands) | 38,730 | 48,049 | | Weighted Average Number of Ordinary Shares Outstanding During the Period | 93,300,000 | 76,307,143 | | Earnings Per Share (Basic, RMB per share) | 0.42 | 0.63 | - As of June 30, 2025 and 2024, the company had no potential dilutive share options or other financial instruments related to issued ordinary shares129 Property, Plant and Equipment During the reporting period, the Group acquired assets at a cost of RMB 151.7 million, disposed of assets with a net book value of RMB 0.654 million, generating a net gain of RMB 0.027 million. Certain buildings have been pledged to secure bank loans Property, Plant and Equipment Movements (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of Assets Acquired | 151,745 | 90,654 | | Net Book Value of Assets Disposed | 654 | 49 | | Net Gain on Disposal | 27 | — | - As of June 30, 2025, certain buildings with a total book value of RMB 133,337,000 were pledged by the Group to secure bank loans and other borrowings132 Trade Receivables and Bills Receivable This section provides an aging analysis and maturity analysis of the Group's trade and bills receivables, showing an increase in the total amount of trade receivables and bills receivable Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 4 months | 127,556 | 133,608 | | Over 4 months but within 6 months | 20,084 | 13,839 | | Over 6 months but within 12 months | 3,137 | 5,188 | | Total | 150,777 | 152,634 | Maturity Analysis of Bills Receivable (As of June 30) | Maturity | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 3 months | 85,624 | 101,203 | | Over 3 months but within 6 months | 99,379 | 57,578 | | Total | 185,003 | 158,781 | Cash and Cash Equivalents and Pledged Deposits The Group's cash and bank balances increased to RMB 275.7 million, while pledged deposits decreased to RMB 81.2 million. Previously restricted bank deposits due to legal proceedings and foreign exchange controls have been unrestricted Cash and Cash Equivalents and Pledged Deposits (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Cash and Bank Balances | 275,658 | 199,077 | | Pledged Time Deposits | 81,245 | 125,397 | | Cash and Cash Equivalents | 194,413 | 73,680 | - As of June 30, 2025, bank deposits previously frozen due to legal proceedings and restricted bank deposits related to remittances to mainland China have all been unrestricted134 Trade Payables and Bills Payable This section provides an aging analysis of the Group's trade and bills payables, showing a total increase to RMB 371.4 million, primarily concentrated within 1 year Aging Analysis of Trade Payables and Bills Payable (As of June 30) | Aging | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 1 year | 371,354 | 360,695 | | 1 to 2 years | — | 61 | | Over 2 years | 21 | 22 | | Total | 371,375 | 360,778 | Interest-Bearing Bank and Other Borrowings The Group's total interest-bearing bank and other borrowings increased to RMB 1,202.7 million, including secured and unsecured current and non-current loans, mostly bearing fixed interest rates. Borrowings are secured by property, plant and equipment and leasehold land Interest-Bearing Bank and Other Borrowings (As of June 30) | Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current Bank Loans — Secured | 288,500 | 98,500 | | Current Bank Loans — Unsecured | 668,408 | 709,950 | | Current Portion of Long-Term Bank Loans — Secured | 10,428 | 42,000 | | Current Portion of Long-Term Bank Loans — Unsecured | — | 23,500 | | Other Borrowings — Unsecured | 30,000 | 49,000 | | Total Current | 997,336 | 922,950 | | Non-Current Bank Loans — Secured | 157,412 | — | | Non-Current Bank Loans — Unsecured | 48,000 | — | | Total Non-Current | 205,412 | — | | Total | 1,202,748 | 922,950 | - The Group's bank loans and other borrowings are secured by mortgages over its plant, equipment, and buildings, as well as leasehold land located in mainland China138 - All bank loans and other borrowings are denominated in RMB and bear fixed interest rates, except for secured bank loans of RMB 184.0 million which bear floating interest rates138 Share Capital The company's issued and fully paid share capital consists of 93,300,000 ordinary shares with a par value of USD 0.0001 each Share Capital (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Issued and Fully Paid Share Capital | 61 | 61 | - The share capital consists of 93,300,000 ordinary shares of USD 0.0001 each138 Commitments As of the end of the reporting period, the Group's contractual commitments amounted to RMB 38.9 million, primarily related to plant and machinery Contractual Commitments (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted but not provided for: Plant and Machinery | 38,911 | 27,794 | Related Party Transactions This section discloses the Group's significant transactions and outstanding balances with related parties during the reporting period, including purchases of goods or services, purchases of machinery, sales of goods, provision of services, and loans, and lists key management personnel compensation Significant Related Party Transactions (For the Six Months Ended June 30) | Transaction Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Purchase of Goods or Services | 87,925 | 77,150 | | Purchase of Machinery | 23,292 | 14,849 | | Sale of Goods | 14,841 | 20,526 | | Provision of Services | 2,670 | 2,999 | | Loans to Related Parties | — | 8,489 | | Settlement of Loans from Related Parties | 291 | 53,572 | Key Management Personnel Compensation (For the Six Months Ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Salaries, Allowances and Benefits in Kind | 3,496 | 2,581 | | Equity-Settled Share Award Scheme Expenses | 51 | 51 | | Retirement Benefit Scheme Contributions | 217 | 150 | | Total | 3,764 | 2,782 | - The terms of transactions between the Group and related parties are the same as those between the Group and independent third parties143 Fair Value and Fair Value Hierarchy of Financial Instruments Management assesses that the fair values of most financial instruments are approximate to their carrying amounts. This section provides the fair value hierarchy for financial instruments, with bills receivable classified as Level 2 fair value measurements - Management assesses that the fair values of financial assets such as cash and cash equivalents, pledged deposits, trade receivables, and financial liabilities are approximate to their carrying amounts, primarily because these instruments are short-term in nature150 Assets Measured at Fair Value (As of June 30, 2025) | Indicator | Quoted Prices in Active Markets (Level 1) (RMB thousands) | Significant Observable Inputs (Level 2) (RMB thousands) | Significant Unobservable Inputs (Level 3) (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Bills Receivable | — | 185,003 | — | 185,003 | - During the reporting period, there were no transfers of fair value measurements between Level 1 and Level 2, nor any transfers into or out of Level 3, for financial assets153 Events After the Reporting Period This section reiterates the event of Hubei Kangxin Chemical Trading Co., Ltd. signing a construction contract with Hubei Tongsheng Construction Engineering Co., Ltd. on July 8, 2025, for the construction of Kangxin Industrial Park - On July 8, 2025, Hubei Kangxin Chemical Trading Co., Ltd., an indirect wholly-owned subsidiary of the company, entered into a construction contract with Hubei Tongsheng Construction Engineering Co., Ltd. for the construction of Kangxin Industrial Park, wholly owned by Hubei Kangxin155 Approval of Interim Condensed Consolidated Financial Information The interim condensed consolidated financial information was approved by the Board of Directors and authorized for issue on August 22, 2025 - The interim condensed consolidated financial information was approved by the Board of Directors and authorized for issue on August 22, 2025157 Definitions Definitions of Terms This section provides definitions for key terms and abbreviations used in this interim report to ensure clear understanding of the report content - This section contains definitions for all key terms and abbreviations used in this interim report, such as "Articles," "Board," "China," "Company," "Controlling Shareholder," "Listing Rules," etc158159
武汉有机(02881) - 2025 - 中期财报