Real Estate Market Overview - For the year ended December 31, 2024, total investment in China's real estate sector was approximately RMB10.0 trillion, a year-on-year decrease of approximately 10.6%[15]. - Investment in residential properties amounted to approximately RMB7.6 trillion, representing a year-on-year decrease of 10.5%[15]. - The sales area of commercial properties was approximately 973.85 million square meters, down approximately 12.9% year-on-year, while the sales area of residential properties decreased by approximately 14.1%[15]. - Sales revenue of commercial properties was approximately RMB97 trillion, down approximately 17.1% from the previous year, with residential property sales decreasing by approximately 17.6%[15]. - The Central Government has implemented policies to support the real estate market, including lowering down payment ratios and reducing restrictions on housing purchases[16]. - Looking ahead to 2025, the company expects a gradual stabilization and recovery of the property market due to government measures supporting real estate enterprises[28]. - The macroeconomic outlook for 2025 suggests a gradual stabilization and recovery of the property market in China[64]. - The residential property market is expected to stabilize and gradually recover in 2025, with ongoing pre-sale and sale of residential properties in the Shandong Project[189]. Company Financial Performance - The total revenue of Xinming China for the year amounted to approximately RMB 86.8 million, representing a decrease of approximately RMB 333.5 million or 79.4% compared to the previous year[22]. - The loss attributable to shareholders increased to approximately RMB 542.5 million, up by approximately RMB 16.4 million or 3.1% from a loss of RMB 526.1 million in the previous year[22]. - Property sales recorded approximately RMB 85.4 million, a decrease of approximately RMB 333.5 million or 79.6% compared to RMB 418.9 million in 2023[27]. - The total gross floor area (GFA) of property sales delivered was approximately 7,451.3 sq.m., representing a decrease of approximately 88.3% compared to 63,413.5 sq.m. in 2023[27]. - The company reported a loss per share of approximately RMB 0.289, compared to RMB 0.281 in the previous year[23]. - Total revenue for the year was approximately RMB 86.8 million, a decrease of approximately RMB 333.5 million or approximately 79.2% compared to RMB 418.9 million in the previous year[76]. - Gross profit amounted to approximately RMB20.7 million, a decrease of approximately RMB32.8 million or 61.3% compared to RMB53.4 million in the same period last year[73]. - Operating loss increased by approximately RMB 34.1 million or approximately 6.0% to RMB 598.3 million, mainly due to decreased revenue and increased liquidated damages on borrowings[89]. Asset and Liability Management - As of December 31, 2024, total assets amounted to approximately RMB 2,144.7 million, while total liabilities were approximately RMB 5,694.0 million, resulting in total negative equity of approximately RMB 3,549.3 million[23]. - Total liabilities increased to approximately RMB5,694.0 million as of December 31, 2024, compared to approximately RMB5,175.2 million in 2023[43]. - The Group's total negative equity was approximately RMB3,549.3 million as of December 31, 2024, up from approximately RMB2,959.5 million in 2023[43]. - The current ratio of the Group decreased to 0.18:1 as of December 31, 2024, down from 0.22:1 as of December 31, 2023[110]. - The gearing ratio of the Group was (72.7)% as of December 31, 2024, compared to (110)% as of December 31, 2023[111]. - The net current liabilities of the Group were approximately RMB4,508.0 million, representing an increase of approximately RMB587.8 million or approximately 15.0% compared to RMB3,920.2 million as of December 31, 2023[109]. Strategic Initiatives and Future Plans - The company is focusing on the residential property development of the Shandong Project, with the fourth phase's main structure completed and presale expected to commence in March 2026[20]. - The company aims to accelerate the de-stocking of completed properties while exploring asset revitalization options, including changing property use and selling properties[30]. - The Management is negotiating with existing lenders to extend repayment schedules for outstanding borrowings to avoid immediate repayment demands[150]. - The Management is exploring financing arrangements with self-financed contractors to advance construction costs, with settlements based on sales proceeds[158]. - The Management is committed to implementing attractive sales promotion plans to ensure ample cash inflows due to weak market conditions[170]. - The Company has initiated proposals for capital restructuring and a rights issue to raise funds of up to HKD84.2 million for repaying borrowings and maintaining working capital[170]. - The Group plans to renovate commercial properties in Shanghai and Taizhou to enhance their value before sale, with renovation costs expected to be funded through a profit-sharing scheme or advanced receipts[179]. Audit and Compliance Issues - The auditors expressed a disclaimer of opinion on the consolidated financial statements due to multiple uncertainties affecting the Group's ability to continue as a going concern[136][143]. - The Group's ability to continue as a going concern is uncertain, dependent on generating sufficient financial and operating cash flows[146]. - The Audit Committee has been in close communication with Management regarding measures to improve cash flow, including renewing outstanding borrowings and accelerating property sales[185]. - The ongoing actions are intended to alleviate the Group's liquidity pressure and remove the Audit Modification[190]. - The Audit Committee believes the Group will have sufficient financial resources to continue as a going concern for the next 12 months[188].

Business Operations - The Group is primarily engaged in providing medical equipment finance leasing services, maternal and child postpartum care industry services, and trading of medical equipment and consumables in the PRC[21]. - The healthcare industry is expected to become a new economic breakthrough post-epidemic, with significant potential for value addition, prompting the Group to focus on medical equipment finance leasing and trading[22]. - China's medical equipment industry has maintained a high growth rate, becoming the second largest market globally, supported by national policies and the 14th Five-Year Plan[23]. - The Group's revenue from finance leasing services was RMB 9.2 million during the year, serving approximately 5,000 SMEs across 30 provinces in China[37][41]. - The Group plans to increase investment in research and development to enhance competitiveness in technology and products[30][33]. - By 2027, equipment investment in healthcare is expected to increase by over 25% compared to 2023, as outlined in the "Action Plan for Promoting Large-Scale Equipment Renewal" issued by the State Council[27][29]. - The medical device industry in China is projected to experience significant growth, supported by national policies and increasing health awareness among citizens[25][28]. - The Group's focus on the medical equipment and consumables trading business aligns with national policies aimed at promoting the medical equipment industry[30][36]. - The "Pharmaceutical Industry High-Quality Development Action Plan (2023-2025)" aims to enhance the supply capacity of high-end medical equipment and key technologies[26][29]. Financial Performance - The Group's revenue increased by approximately RMB 54.3 million or approximately 10.9%, from approximately RMB 498.0 million for the prior year to approximately RMB 552.3 million for the current year[82]. - The cost of sales increased from approximately RMB 375.0 million for the prior year to approximately RMB 465.7 million for the current year, driven by higher costs of medical equipment and consumables sold[83]. - Revenue from medical equipment and consumables trading rose from approximately RMB 417.0 million in the prior year to approximately RMB 493.2 million in the current year[85]. - The Group recorded a loss attributable to owners of approximately RMB 53.0 million for the year, compared to a profit of approximately RMB 14.6 million in the prior year[96]. - As of December 31, 2024, bank balances and cash were approximately RMB 13.0 million, down from RMB 108.3 million in the prior year[97]. - The Group's total equity as of December 31, 2024, was approximately RMB 302.1 million, down from RMB 315.3 million in 2023[101]. - The gearing ratio increased to approximately 37.7% in 2024 from 29.6% in 2023, attributed to the expansion of the Group's trading of medical equipment and consumables business[104]. - The Group's finance lease receivables increased to approximately RMB 112.2 million in 2024 from RMB 72.1 million in 2023, which were pledged to secure bank borrowings[112]. Risk Management - The Group recognizes the importance of an effective risk management system to mitigate various risks associated with finance leasing services[39][42]. - The risk management department conducts thorough due diligence on each customer, including on-site interviews and document reviews, to assess their financial standing and repayment ability[43]. - The Group's receivables are 100% secured and guaranteed as of December 31, 2024, compared to 99.5% in 2023[51]. - The approval process for finance leasing transactions involves a multi-level review system to evaluate potential risks and issues associated with each transaction[43]. - Post-drawdown management includes routine inspections and ongoing monitoring of leased assets to identify potential defaults early[45]. - The Group's risk management committee plays a crucial role in evaluating significant business decisions and ensuring compliance with entry criteria for customers[43]. - The Company has established risk management policies and rules to mitigate potential risks associated with its operations[149]. Maternal and Child Postpartum Care - The maternal and child postpartum care industry services recorded a revenue of RMB 24.2 million during the Year, reflecting a decline attributed to adverse macroeconomic conditions and intense price competition among postpartum care centers[54][58]. - The Group acquired a 51% equity interest in Wuhan Desheng Meimei Health Management Co., Ltd. for RMB 3.4 million, which provides postpartum care services in the PRC[55][57]. - Desheng Meimei was guaranteed to achieve a net profit after tax of no less than RMB 1.8 million for the period ending December 31, 2022, and RMB 2.2 million for the year ending December 31, 2023[58][60]. - The actual profit after tax for Desheng Meimei from the completion date to December 31, 2022, was approximately RMB 0.9 million, resulting in a failure to meet the profit guarantee[59][61]. - The Group exercised its right to request the Vendor to repurchase the 51% equity interest in Desheng Meimei due to unmet profit guarantees, leading to a lawsuit against the Vendor[59][61]. - In December 2023, the Shenzhen Nanshan District People's Court ordered the Vendor to repurchase the equity interest in Desheng Meimei, which was settled for RMB 1.3 million in June 2024[59][61]. - The Group also acquired a 54% equity interest in Wuhan Jiaenbei Health Management Co., Ltd. for RMB 3.24 million, which also provides postpartum care services[63][66]. - Jiaenbei was guaranteed to achieve a net profit after tax of no less than RMB 1.0 million for each year from the completion date to December 31, 2023, and for the year ending December 31, 2024[64][66]. - The actual profit after tax for Jiaenbei for the year ended December 31, 2022, was approximately RMB 0.3 million, resulting in a failure to meet the profit guarantee for that year[65]. - The Group entered into a supplemental agreement with Jiaenbei's vendors to revise the profit guarantee for future periods[65]. - Jiaenbei's actual profit after tax for the year ended 31 December 2023 was approximately RMB 0.3 million, resulting in the failure to meet the profit guarantee[68]. - The Group decided not to exercise the option to repurchase the 54% equity interest in Jiaenbei nor to request compensation for the profit guarantee shortfall for the year ended 31 December 2023[68]. - Jiaenbei's profit guarantee was revised, requiring a net profit after tax of no less than RMB 1.0 million for each of the years ending 31 December 2024 and 31 December 2025[68]. - The actual profit after tax for Jiaenbei for the year ended 31 December 2024 was approximately RMB 1.0 million, thus meeting the profit guarantee[69]. - The Group recognized an impairment loss on goodwill of approximately RMB 9.9 million and on trademarks of approximately RMB 8.5 million due to continuous operating losses at Dunnan Group[70]. - The acquisition of Wuhan Meikangmao Health Management Co., Ltd. was completed in April 2024 for a consideration of RMB 40.0 million[74]. - The Meikangmao Postpartum Care Center has been operating at a loss since its opening, leading to an agreement to transfer its site to another postpartum care center for five years[76]. - The Group recognized a goodwill impairment loss of approximately RMB 7.1 million related to the acquisition of Meikangmao[79]. Corporate Governance - The Company adopted and complied with the Corporate Governance Code to ensure proper regulation of business activities and decision-making processes[156]. - The Board is responsible for promoting the success of the Company by providing effective leadership and ensuring transparency and accountability in operations[158]. - The Company has implemented corporate governance practices appropriate for the growth of its business, ensuring compliance with GEM Listing Rules[160]. - The Board reserves decisions for all major matters, including financial information and material transactions, to maintain oversight and accountability[158]. - The Company has independent non-executive directors with extensive experience in finance, accounting, and corporate governance to guide its strategic direction[144][146]. - The Company has a balanced Board composition with two executive Directors, one non-executive Director, and three independent non-executive Directors, ensuring independent judgment[171]. - The Company has arranged appropriate liability insurance coverage for all Directors, which is reviewed regularly by the Board[166]. - The Nomination Committee ensures the Board's composition maintains a balance of skills, experiences, and diversity[171]. - The Board meets at least four times a year to review financial statements, operating performance, and overall strategies, with additional meetings arranged as necessary[198]. - Continuous professional development is mandated for all directors to ensure their contributions remain informed and relevant[190]. - Newly appointed directors receive comprehensive induction training to understand the group's structure, operations, and regulatory obligations[191]. - The Board regularly reviews the delegated functions and responsibilities of management to ensure effective oversight[167]. - Directors are appointed for an initial term of three years, with provisions for re-election and rotation at annual general meetings[186][187]. - The company adheres to the corporate governance code, ensuring a balance of power and authority between the board and management despite the dual role of the Chairman and CEO[184].

Financial Performance - Revenue for 2024 reached RMB 257,249 thousand, a significant increase of 146% compared to RMB 104,592 thousand in 2023[9] - Gross profit for 2024 was RMB 86,220 thousand, up from RMB 14,694 thousand in 2023, reflecting a gross margin improvement[9] - The company reported a pre-tax loss of RMB 647,101 thousand for 2024, an improvement from a loss of RMB 1,023,530 thousand in 2023[9] - The total equity decreased to RMB 257,678 thousand in 2024 from RMB 501,755 thousand in 2023, reflecting a decline in shareholder value[10] - The company reported a 36.8% year-on-year reduction in net losses, laying a solid foundation for future growth and profitability[21] - The adjusted net loss for the year ended December 31, 2024, was RMB 482.6 million, a decrease from RMB 869.1 million in 2023, indicating a significant improvement in financial performance[90] - The free cash flow net outflow decreased by 42%, from RMB 670 million to RMB 388 million, indicating improved cash flow management[21] Assets and Liabilities - Total assets decreased to RMB 1,279,039 thousand in 2024 from RMB 1,427,907 thousand in 2023, indicating a reduction in asset base[10] - Non-current assets fell to RMB 422,493 thousand in 2024, down from RMB 633,859 thousand in 2023, highlighting a significant decline[10] - Total liabilities increased to RMB 1,021,361 thousand in 2024 from RMB 926,152 thousand in 2023, indicating rising financial obligations[10] - The asset-liability ratio increased to 80% as of December 31, 2024, compared to 65% in 2023, reflecting a higher level of debt relative to assets[102] Market Expansion and Product Development - The company is focusing on expanding its global market presence and enhancing commercialization efforts for its surgical robot products[15] - The company aims to innovate and provide comprehensive robotic surgical solutions to meet the growing demands in minimally invasive surgery[11] - The total global orders for the company's multi-track product portfolio exceeded 100 units by the end of 2024, with 39 new signed orders for the TuMai surgical robot and over 60 cumulative commercial orders[16] - TuMai's market share in China increased, with 19 new installations during the reporting period, and over 60% of installations in top-tier hospitals[16] - The company achieved 11 commercial installations and sales in overseas markets in 2024, with the Honghu robot completing nearly 2,000 clinical surgeries across over 70 medical institutions globally[18] - The company plans to continue optimizing operational efficiency and enhancing innovation capabilities to reshape the global medical technology landscape[22] Certifications and Regulatory Approvals - The company received CE certification for the TuMai robot in May 2024, marking a significant milestone in its global expansion efforts, with certifications obtained in nearly 20 countries[17] - TUMAI received EU CE certification (MDR) in May 2024, applicable for various surgical procedures, enhancing its international market competitiveness with nearly 20 certifications across different countries[33] - The single-port laparoscopic robot received NMPA registration approval in February 2025, diversifying the product portfolio and improving market competitiveness[33] - HONGHU has obtained market approvals from nearly ten regulatory authorities, including NMPA, FDA, and EU CE, achieving full coverage in developed and key emerging markets[33] Research and Development - The company has applied for a total of 1,333 patents globally, with 509 granted, including 338 in China and 171 overseas, covering advanced fields such as clinical applications and AI technology[74] - The company has two R&D centers in Shanghai and Shenzhen, focusing on clinical needs and promoting product upgrades through multi-center clinical trials[69] - The product pipeline includes multiple robotic surgery products across five major categories, with several in rapid industrialization stages[36] - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience and operational efficiency[5] Training and Support - The company has conducted over 1,600 training sessions for its surgical robots, with more than 2,000 participants, including over 160 overseas doctors from over 40 countries[70] - The company has developed a mobile training platform for its surgical robots, addressing the shortage of training resources in China and accelerating the accessibility of robotic surgery[71] - The company plans to establish more surgical robot training centers to enhance communication with doctors and patients, aiming to accelerate the adoption of surgical robots[76] Strategic Initiatives - The company aims to leverage its collaboration with the Micro-Invasive Medical Group to enhance its overseas sales network and expand its product offerings[18] - The company plans to utilize a total of HKD 266.31 million from the fundraising proceeds by December 31, 2024[115] - The company has committed HKD 34.22 million for continuous product enhancement and optimization, with HKD 26.4 million remaining to be used by the end of 2025[111] - The company has launched the "third-generation remote surgery" initiative, integrating satellite technology for comprehensive global coverage of remote surgeries[66] Environmental and Social Responsibility - The company is committed to environmental responsibility, focusing on creating a sustainable business without compromising environmental integrity[146] - The environmental, social, and governance report provides a comprehensive review of the company's environmental policies and performance for the 2024 fiscal year[147] Shareholder and Management Information - The board plans to review and determine the compensation for directors and senior management based on performance and market comparisons, ensuring alignment with company strategy[98] - The company has adopted share incentive and stock option plans as rewards for directors, supervisors, and eligible employees[168] - The management emphasizes the importance of operational efficiency and strategic development in driving future growth[121]

Business Operations - The Group has been engaged in the design, research, development, manufacture, and sale of image transmission fiber optic products since its listing on GEM in 2004[20]. - The Group produces five main products, including fiber optic inverters and fiber optic face plates, primarily used in military low-light night vision devices[21]. - The Group's products consist of over 10 million optical fibers, indicating a high level of technological sophistication[20]. - The Group's customers are mainly located in China, Russia, and other European countries, highlighting its international market presence[21]. - The Group's core business development efforts are intended to fully realize its potential for optimal performance[15]. - The Company continued to engage in the design, research, development, manufacture, and sale of image transmission fibre optic products[108]. Financial Performance - For the year ended 31 December 2024, the Group's revenue was approximately RMB17,143,000, representing a decrease of approximately 36% compared to RMB26,717,000 in 2023[34][37]. - The cost of sales for the Group was approximately RMB10,715,000, a decrease of approximately 25% from RMB14,333,000 in the previous year[39]. - The gross profit margin decreased to 37.5% in 2024 from 46.35% in 2023 due to hindered exports and decreased sales[40]. - The Group recorded other income, gains, and losses amounting to approximately RMB9,883,000, an increase of approximately RMB1,482,000 compared to RMB8,401,000 in 2023[41]. - Administrative and other operating expenses increased to approximately RMB29,207,000, representing an increase of approximately RMB5,405,000 from RMB23,802,000 in 2023[42]. - Finance costs rose to approximately RMB9,967,000, an increase of approximately RMB1,035,000 compared to RMB8,932,000 in the previous year[43]. - The Group's loss after tax for the year was approximately RMB33,620,000, compared to a loss of RMB10,375,000 in 2023[43]. - Total assets decreased by approximately RMB8,796,000 to approximately RMB162,874,000 as at 31 December 2024, representing a decrease of approximately 5.12%[51]. - Total liabilities increased by approximately RMB24,824,000 to approximately RMB304,795,000 as at 31 December 2024, representing an increase of approximately 8.87%[52]. - The gearing ratio as at 31 December 2024 was approximately 200%, up from 173% in 2023[58]. - The Group's reserves available for dividend distribution to shareholders were RMB0 as of December 31, 2024, unchanged from 2023[120]. Strategic Initiatives - The Group received a subsidy of RMB20,000,000 from the Taiyuan City government to support its technological transformation project[23]. - The Group plans to introduce new strategic investors and negotiate capital operation proposals to improve its financial position[29][30]. - The Board aims to improve operations, production, and market development capabilities to enhance corporate value and financial performance[15]. - The Board is focused on reducing operating costs and improving product quality to restore profit growth[15]. - The Group's operational measures are aimed at enhancing business capabilities amid a difficult operating environment[22]. - Management is preparing fundraising plans, such as equity financing and debt restructuring, to ensure rapid recovery of operations[75]. Shareholder Information - As of December 31, 2024, the Group's largest customer accounted for approximately 65% of total turnover, up from 44% in 2023[127]. - The five largest customers accounted for approximately 91% of total turnover, slightly down from 92% in 2023[127]. - The Group's largest supplier accounted for approximately 40% of total purchases, an increase from 25% in 2023[127]. - The five largest suppliers accounted for approximately 70% of total purchases, up from 51% in 2023[127]. - As of December 31, 2024, Yuan Guoliang holds 3,895,000 shares, representing approximately 3.54% of domestic shares and 1.26% of H shares[155]. - Zhang Shao Hui has an interest in a controlled corporation with 82,200,000 domestic shares, accounting for approximately 41.34% of domestic shares and 26.61% of total share capital[159]. - Beijing Gensir Venture Capital Management Limited is the registered and beneficial owner of 82,200,000 domestic shares, which is approximately 41.34% of domestic shares[159]. - Taiyuan Changcheng Optics Electronics Industrial Company Limited holds 80,160,000 domestic shares, representing approximately 40.31% of domestic shares and 25.95% of total share capital[159]. - Beijing Yuankang Technology Co., Ltd. owns 34,000,000 domestic shares, which is approximately 17.10% of domestic shares and 11.01% of total share capital[161]. Governance and Compliance - The Company has established an audit committee to oversee financial reporting, risk management, and internal control systems, comprising two independent non-executive directors and one non-executive director[185]. - The company has appointed Beijing Xinghua Caplegend CPA Limited as its auditor effective from October 23, 2024, following the resignation of ZHONGHUI ANDA CPA Limited[186]. - The board of directors currently comprises eight members, including three executive directors, two non-executive directors, and three independent non-executive directors[197]. - The company has complied with the Corporate Governance Code, except for the lack of insurance coverage for directors against legal actions due to insufficient budget[194]. - The company has adopted the Required Standard of Dealings for securities transactions by directors, with no reported non-compliance for the year ended December 31, 2024[195]. - The audit committee has reviewed the audited annual results for the year ending December 31, 2024[189].

20 24 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）之特色 GEM之定位，乃為相比起其他在聯交所上市之公司帶有較高投資 風險之公司提供一個上市之市場。有意投資之人士應了解投資於 該等公司之潛在風險，並應經過審慎周詳之考慮後方作出投資決 定。GEM之較高風險及其他特色表示GEM較適合專業及其他資深 投資者。 由於GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會 較於聯交所主板買賣之證券承受較大之市場波動風險，同時無法 保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本 報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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊 載，旨在提供有關鴻偉（亞洲）控股有限公司（「本公司」或「我們」， 連同其附屬公司統稱為「本集團」）之資料；本公司各董事（「董事」） 願就本報告共同及個別地承擔全部責任。董事在作出一切合理查 詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面 均屬準確及完整，並無誤導或欺詐 ...

Financial Performance - In 2024, the company achieved a total revenue of RMB 2,627.8 million, a decrease of 15.8% compared to RMB 3,119.4 million in 2023[7]. - The net profit attributable to shareholders was RMB 153.2 million, representing a year-on-year increase of 2.7% from RMB 149.3 million in 2023[7]. - Gross profit for the same period was approximately RMB 430.6 million, down 16.5% year-over-year[14]. - The company reported a pre-tax profit of approximately RMB 199.2 million, a decrease of 4.7% compared to 2023, while net profit increased by 3.6% to RMB 156.7 million[14]. - The logistics and supply chain services segment generated revenue of approximately RMB 1,944.2 million, a decline of 20.0% year-over-year, accounting for 74.0% of total revenue[18]. - The supply chain finance services segment saw revenue of approximately RMB 463.3 million, a slight increase of 0.8% year-over-year[18]. - The company achieved a revenue of RMB 2,627.8 million for the year ended December 31, 2024, a decrease of 15.8% compared to RMB 3,119.4 million in the same period of 2023[53]. - Revenue from the logistics and supply chain services segment was RMB 1,944.2 million, accounting for 74.0% of total revenue, down approximately 20.0% from RMB 2,431.2 million in 2023[54][56]. - The supply chain financial services segment's revenue increased by approximately 0.8% from RMB 459.5 million in the year ended December 31, 2023, to RMB 463.3 million in the year ended December 31, 2024, primarily due to increased financing lease business volume[57]. Business Operations - The company provided supply chain services for approximately 131.2 thousand commercial vehicles and logistics services for about 48.8 thousand vehicles in 2024[8]. - The company’s vehicle networking platform connected approximately 1,142.9 thousand heavy commercial vehicles by the end of 2024[10]. - The company developed a self-researched vehicle-mounted battery swap system and launched a "battery bank" solution in 2024[11]. - The company sold 819 commercial vehicles in 2024, with sales of new energy vehicles reaching 323 units, representing a year-over-year growth of 361.4%[20]. - The company aims to enhance its core competitiveness and expand its business in the direction of new energy and intelligence, focusing on integrated service models[13]. - The company plans to focus on three major segments: logistics and supply chain services, supply chain financial services, and vehicle networking and data services, to enhance core competitiveness[46]. - The company is focused on expanding its market presence in the commercial vehicle sector, particularly in new energy vehicles[120]. - The company is actively involved in research and development of new products and technologies to meet market demands[120]. Financing and Investments - The financing lease and factoring business recorded a cumulative new investment of RMB 7,861.3 million in 2024[9]. - The company issued asset-backed securities (ABS) totaling RMB 1,860 million in 2024[9]. - The financing lease business added RMB 4,927.2 million in new investments in 2024, with a total of 8,624 new financing lease agreements[21]. - The factoring business reported new investments of RMB 2,934.1 million in 2024, further diversifying the company's funding sources[22]. - The financing lease agreements have an annual interest rate range of 3.00% to 11.00% and a service fee range of 0.00% to 4.20% as of December 31, 2024[33]. - The factoring business has an annual interest rate range of 0.00% to 10.55% and a service fee range of 0.00% to 4.50% as of December 31, 2024[33]. - The average comprehensive actual annualized interest rate for the factoring business was 8.12% as of December 31, 2024[33]. - The company has taken measures to adjust its debt structure and reduce financing costs through the issuance of ABS[181]. Assets and Liabilities - Total assets as of December 31, 2024, were RMB 9,489.2 million, while total liabilities were RMB 6,130.7 million[16]. - As of December 31, 2024, the company's net current assets were approximately RMB 1,424.4 million, a decrease of about 23.8% from RMB 1,870.4 million as of December 31, 2023[77]. - Current liabilities increased from approximately RMB 5,150.0 million as of December 31, 2023, to approximately RMB 5,591.4 million as of December 31, 2024, an increase of about RMB 441.4 million[78]. - The total outstanding financing lease receivables amounted to RMB 6,260.7 million, an increase from RMB 5,491.7 million in 2023, representing a year-over-year growth of 14%[41]. - The total factoring receivables decreased to RMB 1,256.4 million in 2024 from RMB 1,569.9 million in 2023, reflecting a decline of approximately 20%[42]. Risk Management - The company is strengthening its risk management mechanisms to monitor and control potential risks across all business processes[47]. - The company has established credit policies to monitor credit risk exposure related to cash equivalents, restricted bank deposits, and receivables[111]. - The company faces various market risks, including cash flow and fair value interest rate risks, with a potential impact of RMB 1.6 million on after-tax profits if interest rates rise or fall by 10%[110]. - The company has implemented risk management policies to address various operational risks, with the audit committee overseeing the overall risk management practices[155]. Management and Governance - Mr. Wang has over 34 years of experience in the commercial vehicle industry, contributing to the overall management and operations of the group since December 2020[120]. - The board includes independent directors with extensive experience in supply chain management, e-commerce, and business analysis, enhancing corporate governance[122]. - The management team is committed to strategic planning and decision-making to drive the company's growth and operational efficiency[129]. - The company has a strong emphasis on compliance and regulatory standards in its financial reporting and investor relations[123]. - The board's composition includes members with diverse backgrounds in engineering, finance, and academia, contributing to a well-rounded governance structure[125]. Future Outlook - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion[1]. - The company plans to fully utilize the remaining funds by December 31, 2026, with specific allocations for offline and online business development, and enhancing core technology capabilities[159]. - The company is investing $50 million in R&D for new technologies aimed at enhancing product efficiency[1]. - Market expansion plans include entering three new provinces by the end of 2025, targeting a 10% market share increase[1]. - New product line expected to launch in Q3 2025, projected to contribute an additional $20 million in annual revenue[1]. Shareholder Information - The company proposed a final dividend of RMB 0.3513 per 10 shares for the fiscal year ending December 31, 2024, considering overall financial status and cash flow[148]. - As of December 31, 2024, the reserves available for distribution to shareholders were approximately RMB 390.0 million[162]. - The proposed dividend will be distributed to shareholders listed on the register as of June 10, 2025[148]. Compliance and Regulations - The company has a history of compliance with relevant laws and regulations, with no significant violations reported for the fiscal year ending December 31, 2024[151]. - The company confirms compliance with the Listing Rules regarding related party transactions for the fiscal year ending December 31, 2024[180].

2024 年度報告 中糧家佳康食品有限公司 COFCO Joycome Foods Limited ( 於開曼群島註冊成立的有限公司 ) 股份代號 : 01610 目錄 | 公司資料 | 2 | | --- | --- | | 中糧家佳康二零二四年大事記 | 3 | | 財務摘要 | 7 | | 主席致辭 | 8 | | 管理層討論與分析 | 10 | | 董事及高級管理層履歷 | 22 | | 企業管治報告 | 26 | | 董事會報告 | 40 | | 獨立核數師報告 | 52 | | 綜合損益及其他全面收益表 | 55 | | 綜合財務狀況表 | 57 | | 綜合權益變動表 | 59 | | 綜合現金流量表 | 61 | | 綜合財務報表附註 | 63 | | 財務概要 | 151 | | 投資者日誌 | 152 | | 釋義 | 153 | 公司資料 公司法定名稱 中糧家佳康食品有限公司 上市地點及股份代號 在聯交所主板上市 股份代號：1610 公司網站 www.cofcojoycome.com 董事 董事會主席兼執行董事 高翔博士 執行董事 張楠博士 非執行董事 陳志剛先生 王國新先生 獨立非執行 ...

Financial Performance - The group's revenue decreased from approximately RMB 813 million for the year ended December 31, 2023, to approximately RMB 135 million for the year ended December 31, 2024[9]. - The group recorded an annual loss of approximately RMB 95,440,000 for the year ending December 31, 2024, with net current liabilities and total liabilities of approximately RMB 919,488,000 and RMB 930,442,000 respectively[18]. - The group's revenue decreased from approximately RMB 81.3 million for the year ended December 31, 2023, to approximately RMB 13.5 million for the year ended December 31, 2024, a decline of RMB 67.8 million[26][32]. - The group's gross profit fell from approximately RMB 7.1 million to approximately RMB 1.3 million, a decline of about 81.7%, while the gross profit margin increased from 8.7% to 9.5%[34]. - The annual loss increased from approximately RMB 63.5 million for the year ended December 31, 2023, to approximately RMB 95.4 million for the year ended December 31, 2024, a growth of about 50.2%[42]. - The group reported a net loss of approximately RMB 95,440,000 for the year ended December 31, 2024[194]. - Total revenue for the year ended December 31, 2024, was RMB 13,524 thousand, a significant decrease of 83.4% compared to RMB 81,343 thousand in 2023[200]. - Gross profit for 2024 was RMB 1,289 thousand, down 81.9% from RMB 7,114 thousand in 2023[200]. - Operating loss increased to RMB 74,474 thousand in 2024, compared to RMB 52,256 thousand in 2023, reflecting a 42.5% increase[200]. - Net loss before tax for 2024 was RMB 95,440 thousand, up 50.2% from RMB 63,524 thousand in 2023[200]. - Basic and diluted loss per share for the year was RMB 0.16, compared to RMB 0.11 in 2023[200]. - Financial and contract asset impairment losses increased to RMB 44,086 thousand in 2024 from RMB 27,335 thousand in 2023, representing a 61.0% rise[200]. - Overall comprehensive loss for 2024 was RMB 95,443 thousand, compared to RMB 63,520 thousand in 2023, marking a 50.2% increase[200]. Market and Business Strategy - The company plans to adopt digital tools, sustainable practices, and hybrid design styles to stand out in the market[10]. - There is a growing demand for sustainable materials and smart home technologies, providing potential growth opportunities for the company[10]. - The company emphasizes the importance of domestic consumption and the demand for high-quality lifestyles, ensuring long-term resilience[10]. - The aging housing in urban and rural areas of first and second-tier cities in China presents development potential for the company[10]. - The macroeconomic pressures and long-term weakness in the Chinese real estate market have significantly impacted new project totals[10]. - The company aims to leverage opportunities in emerging markets as disposable income increases in smaller cities[10]. - The group aims to strengthen core capabilities by focusing on high-profit sectors such as high-speed rail, airports, hospitals, and high-end hotel projects[16]. - The group plans to expand into international markets leveraging China's Belt and Road Initiative[16]. - The group is committed to digital transformation by integrating artificial intelligence (AI) in project design, site management, and budgeting to enhance efficiency and profitability[16]. - The group recognizes new opportunities in market dynamics post-industry consolidation and aims to leverage digitalization, sustainability, and globalization trends for growth[14]. Operational Challenges - The company has faced a challenging environment but is focused on survival and development amidst the difficulties in the decoration industry[9]. - The group is actively seeking new clients for interior and exterior construction decoration and design projects[19]. - The group has been in discussions with existing lenders regarding the renewal, extension, and/or repayment of overdue bank and other borrowings[19]. - The group has a strategy to optimize internal management processes to reduce costs and improve efficiency[13]. - The group is closely monitoring policy changes and industry dynamics to adjust strategies and business models accordingly[13]. - The group will continue to monitor and take proactive measures to control administrative costs through various channels, including optimizing human resources and controlling capital expenditures[27]. - The group reported a net other loss of approximately RMB 9.6 million, primarily due to litigation penalty interest provisions of RMB 14.8 million[37]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and has adhered to the principles of the Corporate Governance Code since its listing[135]. - The board of directors is responsible for leading and controlling the company, overseeing business strategies and performance[137]. - The board consists of nine directors, including two executive directors, four non-executive directors, and three independent non-executive directors[139]. - The independent non-executive directors represent one-third of the board, complying with listing rules, and have confirmed their independence for the year[142]. - The company has established a governance framework that includes regular reviews of authorized functions and responsibilities, ensuring effective management oversight[138]. - The audit committee consists of three independent non-executive directors, ensuring compliance with financial reporting standards[160]. - The audit committee has reviewed significant internal audit matters and the effectiveness of the risk management and internal control systems for the year[162]. - The company has implemented a policy for handling inside information to ensure confidentiality and timely public disclosure when necessary[184]. Employee and Management Information - The group had a total of 71 employees as of December 31, 2024, down from 82 employees as of December 31, 2023[125]. - Employee costs for the year, including director remuneration, amounted to approximately RMB 7.8 million, compared to RMB 8.5 million in 2023, representing a decrease of about 8.24%[125]. - The company has maintained directors' liability insurance to provide appropriate protection for its directors[123]. - The company has implemented employee recognition and reward programs, including restricted share unit plans[127]. - The company confirmed compliance with the Corporate Governance Code for the fiscal year ending December 31, 2024[154]. Financial Position and Risks - Current liabilities amounted to approximately RMB 919,488,000, while total liabilities were about RMB 930,442,000 as of December 31, 2024[194]. - The total bank and other borrowings were approximately RMB 28,774,000 and RMB 102,437,000 respectively, with cash and cash equivalents around RMB 507,000[194]. - The company is taking measures to improve its liquidity and financial position, which are detailed in the financial statements[195]. - The effectiveness of the going concern assumption is dependent on the success of various measures, including securing funding for new projects and negotiating with creditors[195]. - The company has identified significant risks including global macroeconomic risks and regulatory compliance risks, adjusting its business development strategies accordingly to create value for shareholders[180][181].

Financial Performance - Total revenue increased by 20.0% to approximately HKD 2,401 million[17] - Subscription service revenue reached HKD 1,104 million, up 27.1%, accounting for 46.0% of total revenue; value-added service revenue was HKD 1,298 million, up 14.6%, making up 54.0% of total revenue[17] - Revenue from North America and other regions reached HKD 1,213 million, a 21.5% increase; revenue from China was HKD 1,188 million, an 18.6% increase[17] - Gross profit was HKD 1,051 million, up 23.7%, with a gross margin of 43.8%, an increase of approximately 1.3 percentage points compared to the same period in 2023[17] - The company recorded a profit of HKD 158 million, reversing a net loss of HKD 21,000 in the same period of 2023, with a profit margin increase of 6.6 percentage points[17] - Adjusted net profit was HKD 180 million, a growth of 380.3% compared to the same period in 2023[17] - Total revenue for the year was HKD 2,401,322, compared to HKD 2,000,989 in the previous year[38] - Gross profit increased to HKD 1,051,463 from HKD 850,157 year-on-year[38] - Adjusted net profit according to non-IFRS standards was HKD 179,667, up from HKD 37,411 in the previous year[38] - Adjusted net profit for 2024 was approximately HKD 179.67 million, a significant increase from HKD 37.41 million in 2023, reflecting a strong operational performance[41] - Total revenue for 2024 reached approximately HKD 2,401.32 million, representing a 20% increase from HKD 2,000.99 million in 2023, driven by growth in the US market and strategic partnerships in mainland China[45] - Gross profit for 2024 was approximately HKD 1,051 million, up from HKD 850 million in 2023, with a gross margin improvement from 42.5% to 43.8%[47] Research and Development - Research and development expenses reached HKD 271 million, an increase of 17.0% year-on-year[17] - The company has deepened R&D collaboration in AI with the University of Florida, achieving breakthroughs in AI content rights protection and monetization technology[34] - Research and development expenses increased to approximately HKD 271 million in 2024 from HKD 232 million in 2023, reflecting a focus on new product development[50] Digital Content and AI Initiatives - The company launched a digital content asset trading platform by the end of 2024, along with a monetization service platform for professional creators[12] - The launch of the Vobile MAX digital content asset trading platform aims to create a complete value closed loop for creators, enhancing efficiency in content registration, rights confirmation, and distribution[20] - The company is focusing on expanding its service capabilities in the AI sector, recognizing the importance of IP in the film and television industry[24] - The company is collaborating with leading AI infrastructure companies to enhance real-time rights confirmation and monetization capabilities for AI-generated content[22] - The company is leveraging blockchain and Web3 technologies to create an efficient content distribution system and support high-frequency, lightweight transactions[20] - The company aims to build a new paradigm for digital content asset circulation and actively participate in the construction of the digital trade ecosystem[24] - The company is enhancing its service capabilities based on years of operational experience in the copyright service sector, positioning itself to capitalize on key development opportunities in the AI era[26] Corporate Governance and Management - The board of directors includes independent non-executive directors with extensive experience in finance and technology, enhancing governance and oversight[80][82][83] - The company has a strong management team with backgrounds in business development, operations, and technology, contributing to strategic growth initiatives[84][85][86] - The board consists of eight members, including two executive directors, three non-executive directors, and three independent non-executive directors[166] - The roles of chairman and CEO are held by the same individual, Mr. Wang Yangbin, to ensure consistent leadership and effective strategic planning[167] - The board has appointed three independent non-executive directors, meeting the requirement of at least one-third of the board's composition[169] - All independent non-executive directors have confirmed their independence annually as per the listing rules[171] - The company has mechanisms in place to ensure the board receives independent viewpoints and opinions, which are reviewed annually[170] - All directors are required to participate in ongoing professional development to enhance their knowledge and skills[175] - The company has established a three-year service contract for all directors, with provisions for re-election at least every three years[172] - The board collectively oversees the company's business, strategic decisions, and performance, ensuring decisions align with the company's interests[173] Employee and Community Engagement - The company emphasizes its commitment to corporate social responsibility by participating in various community activities in its main operating cities[12] - The company has established a human resources policy to regulate recruitment, training, and employee relations, maintaining good labor relations without significant disputes[154] - As of December 31, 2024, the gender ratio of employees was 47% male (250 employees) and 53% female (285 employees), totaling 535 employees[187] - The group made charitable donations totaling HKD 1,389,000 for the year ending December 31, 2024, a decrease from HKD 5,365,000 in 2023[103] Shareholder and Financial Policies - The company has a distributable reserve of approximately HKD 2,091 million as of December 31, 2024[102] - The board does not recommend any dividend payment for the year ending December 31, 2024, consistent with 2023[95] - The company has maintained a public float of at least 25% of its total issued share capital as of the report date[157] - The company has adopted a standard code for securities trading by directors, with all directors confirming compliance for the year ending December 31, 2024[165] - The independent auditor's fee for the annual audit service is HKD 4,800,000, while non-audit services amount to HKD 531,000[194] Risk Management and Compliance - The board is responsible for maintaining effective risk management and internal control systems to protect the company's assets and shareholders' interests[195] - The company has engaged an external professional service firm to conduct an annual review of its risk management and internal control systems[195] - The company has implemented various policies to ensure compliance with applicable laws and regulations, with no significant violations reported for the year ending December 31, 2024[155] - The company has established a framework for insider information disclosure, ensuring timely and appropriate handling of such information[198] Share Options and Incentives - The company has a total of 149,120,000 stock options granted, with 22,950,000 options unexercised as of December 31, 2024[126] - The exercise price for stock options ranges from HK$0.875 to HK$8.70, with a total of 112,000,000 options vesting upon achieving specific operational milestones and a market capitalization of at least US$10 billion[127] - The company adopted a 10-year share incentive plan on May 6, 2019, aimed at motivating and retaining talent for long-term growth[131] - The total number of shares available for issuance under the share incentive plan is 195,206,907, representing 8.72% of the company's issued share capital[136] Future Outlook - The company is focused on expanding its product offerings and innovation, particularly in the technology sector, to drive future growth[87] - The company is positioned for future growth with a focus on technology-driven solutions and market expansion strategies[87]

Financial Performance - Total revenue increased by approximately HKD 6.6 million or 4.6% to about HKD 150 million for the year ended December 31, 2024, compared to approximately HKD 143.4 million for the previous year[9]. - Revenue increased from approximately HKD 143.4 million for the year ended December 31, 2023, to approximately HKD 150 million for the year ended December 31, 2024, representing a growth of about 4.6%[15]. - The group reported a loss attributable to owners of approximately HKD 3.1 million for the year ended December 31, 2024, down from approximately HKD 30.3 million for the previous year[23]. - The company reported a loss before tax of HKD 3,093,000, improving from a loss of HKD 30,756,000 in the previous year[180]. - The group reported a loss of HKD 3,140,000 for the year ending December 31, 2024, compared to a loss of HKD 30,321,000 in 2023[194]. - Basic and diluted loss per share improved to HKD 0.30 from HKD 2.89 in 2023[180]. - The company reported a total loss and comprehensive expenses of HKD (30,321,000) for the year ended December 31, 2023, which decreased to HKD (3,140,000) in 2024[184]. Revenue and Projects - The group undertook 238 projects generating revenue in the year ended December 31, 2024, up from 182 projects in the previous year[13]. - The group secured 98 new projects with a total contract value of approximately HKD 96.8 million during the reporting period[13]. - The group reported revenue from construction contracts of approximately HKD 150,023,000 for the year ended December 31, 2024[164]. - Revenue for the year ended December 31, 2024, was HKD 150,023,000, an increase of 4.3% from HKD 143,405,000 in 2023[180]. Cost and Expenses - Cost of sales rose from approximately HKD 135.5 million to approximately HKD 140.2 million, an increase of about 3.5%, primarily due to increased subcontracting costs driven by higher revenue[16]. - Gross profit increased from approximately HKD 7.9 million to approximately HKD 9.8 million, with the overall gross margin improving from about 5.5% to approximately 6.5%[17]. - Administrative expenses decreased by approximately HKD 19.3 million or 58.3%, from about HKD 33.1 million to approximately HKD 13.8 million, mainly due to effective cost control measures implemented in 2024[18]. - Other income rose from HKD 0.9 million to HKD 1.3 million, primarily from the sale of vehicles during the year[19]. Financial Position - Total assets as of December 31, 2024, were HKD 130,239,000, compared to HKD 125,375,000 in 2023, reflecting a growth of 3.0%[181]. - Current liabilities decreased to HKD 87,589,000 from HKD 90,983,000, a reduction of 3.9%[181]. - Net current assets increased to HKD 42,650,000 from HKD 34,392,000, an increase of 24.0%[181]. - The company's total equity increased to HKD 49,398,000 in 2024 from HKD 41,471,000 in 2023, representing a growth of approximately 19.4%[183]. - The company's share capital rose from HKD 10,500,000 in 2023 to HKD 12,600,000 in 2024, an increase of 20%[184]. Governance and Compliance - The company has adhered to all applicable corporate governance codes as of December 31, 2024, ensuring transparency and accountability[39]. - The board consists of six members, including one executive director and three independent non-executive directors, promoting effective governance and strategic implementation[41]. - The company held four board meetings during the year ending December 31, 2024, with full attendance from the chairman and independent directors[52]. - The company has adopted a board diversity policy, considering various measurable categories such as gender, age, and professional experience in board member selection[48]. - The audit committee is composed of three independent non-executive directors, ensuring compliance with GEM listing rules and corporate governance codes[61]. Risk Management - The company has established a risk management and internal control system, which is regularly reviewed by the audit committee to ensure its effectiveness[63]. - The risk management framework aims to identify and manage risks at an acceptable level while achieving strategic objectives[78]. - The company has implemented a three-tier risk management approach to identify, analyze, assess, mitigate, and respond to risks[78]. - The management's ability to implement plans and measures to improve financial conditions is subject to significant uncertainty[196]. Market Conditions - The construction industry in Hong Kong remains relatively stable, but economic uncertainties and rising labor and material costs pose challenges[10]. - The demand for RMAA and cathodic protection services remains stable, indicating a consistent market need[13]. - The company recognizes the importance of the upcoming property maintenance and construction projects in driving the growth of the RMAA and renovation industry in Hong Kong[14]. Shareholder Communication - The company has established multiple communication channels with shareholders and investors, including annual general meetings, annual reports, interim reports, and a dedicated website[90]. - The company has a dedicated office for handling shareholder inquiries regarding shareholdings, transfers, and dividends[86]. - The company emphasizes the importance of shareholders providing detailed contact information for timely responses to inquiries[87]. Environmental Commitment - The company aims to prioritize innovative construction solutions and enhance its commitment to innovation and environmental responsibility[10]. - The company has committed to environmental sustainability by implementing measures to minimize operational impacts on the environment[118].