中國通商 中國通商集團有限公司 China Infrastructure & Logistics Group Ltd. (於開曼群島註冊成立之有限公司) 股份代號：1719 2024 依托長江黃金水道建設 年報 華中航運中心發展中部物流基地 目錄 二零二四年年度報告 中國通商集團有限公司 B | 2 | 公司資料 | | --- | --- | | 4 | 財務摘要 | | 6 | 主席報告 | | 10 | 管理層討論及分析 | | 22 | 董事及高級管理人員 | | 26 | 企業管治報告 | | 41 | 環境、社會及管治報告 | | 75 | 董事會報告 | | 87 | 獨立核數師報告 | | 92 | 綜合損益及其他全面收益表 | | 94 | 綜合財務狀況表 | | 96 | 綜合現金流量表 | | 98 | 綜合權益變動表 | | 100 | 綜合財務報表附註 | | 190 | 主要物業資料 | | 191 | 五年財務概要 | 目錄 1 中國通商集團有限公司 二零二四年年度報告 目錄 公司資料 董事 執行董事： 周薇女士 喬雲先生 非執行董事： 徐傲凌先生 （於二零二五年一月十日辭任） ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容而產生或 因倚賴該等內容而引致之任何損失承擔任何責任。 China Infrastructure & Logistics Group Ltd. – 1 – 中國通商集團有限公司（「本公司」或「通商集團」）董事（「董事」）會（「董事會」）欣然公佈本公 司及其附屬公司（統稱「本集團」）截至二零二四年十二月三十一日止年度之經審核綜合業績， 連同二零二三年同期之比較數字。 綜合損益及其他全面收益表 截至二零二四年十二月三十一日止年度 中 國 通 商 集 團 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1719） 截至二零二四年十二月三十一日止年度之經審核全年業績公告 摘要 • 收入增加約9.8%至396,529,000港元（二零二三年：361,301,000港元）。 • 毛利減少20.7% 至61,613,000 港元（二零二三年：77,653,000港元）及毛利率為15.5%（二 零二三年：21.5%）。 • 本年度 ...

| --- | --- | --- | |-------|--------------------|-------| | | | | | | | | | | | | | | Utilize the Golden | | | | | | | | Waterway along | | | | | | | | Yangtze River to | | 中國通商集團有限公司 China Infrastructure & Logistics Group Ltd. | --- | |-------| | | | | 中期業績報告 Interim Report 2024 INTERIM REPORT 中國通商 中國通商集團有限公司 China Infrastructure & Logistics Group Ltd. (於開曼群島註冊成立之有限公司) 股份代號 : 1719 依托長江黃金水道 建設華中航運中心 發展中部物流基地 2024 2024 中期業績報告 目錄 公司資料 2 財務摘要 4 管理層討論及分析 5 未來展望 18 中期財務資料 20 其他資料 56 1 中國通商集團有限公司 2024年中期報告 公司資料 ...

Financial Performance - Revenue decreased by approximately 15.9% to about HKD 157,177,000 compared to HKD 186,813,000 in the previous period[2] - Gross profit decreased by approximately 14.4% to about HKD 37,420,000, with a slight increase in gross margin to 23.8% from 23.4% in the previous period[2] - Profit for the period increased by approximately 129.3% to about HKD 3,393,000, compared to HKD 1,480,000 in the previous period[2] - Profit attributable to owners of the company increased by approximately 196.7% to about HKD 3,468,000 from HKD 1,169,000 in the previous period[2] - Basic earnings per share attributable to owners of the company was approximately HKD 0.2 cents, up from HKD 0.07 cents in the previous period[4] - The group reported a profit before tax of HKD 5,489 thousand for the six months ended June 30, 2024, compared to HKD 260 thousand for the same period in 2023, indicating a significant increase in profitability[15][17] - The company's profit before tax for the six months ended June 30, 2024, was HKD 3,468,000, compared to HKD 1,169,000 for the same period in 2023, representing a significant increase[25] - Other income increased by approximately 175.0% to about HKD 8,128,000, mainly due to a gain of approximately HKD 4,901,000 from the sale of a subsidiary's equity[55] Assets and Liabilities - Total assets decreased to HKD 1,168,889,000 from HKD 1,208,189,000 as of December 31, 2023[5] - Non-current assets decreased to HKD 1,031,782,000 from HKD 1,106,796,000 as of December 31, 2023[8] - The company reported a net asset value of HKD 814,880,000, down from HKD 864,757,000[8] - The net current liabilities of the group as of June 30, 2024, amount to approximately HKD 137 million, raising concerns about the group's ability to continue as a going concern[11] - The company's total liabilities decreased to HKD 114,022,000 as of June 30, 2024, from HKD 110,210,000 at the end of 2023, a reduction of about 3.3%[32] - The group had total outstanding interest-bearing borrowings of approximately HKD 316,603,000 as of June 30, 2024, down from approximately HKD 375,434,000 as of December 31, 2023[62] - The group’s current liabilities net amount was approximately HKD 137,107,000 as of June 30, 2024, compared to approximately HKD 101,393,000 as of December 31, 2023[62] Cash Flow and Financing - Cash and cash equivalents increased to HKD 67,590,000 from HKD 56,648,000[5] - Interest expenses for the six months ended June 30, 2024, totaled HKD 6,393 thousand, a decrease from HKD 8,204 thousand in the same period of 2023, reflecting a reduction in financing costs[20] - The group expects to generate sufficient cash flow over the next twelve months, supported by financial backing from Hubei Port Group[11] Dividends and Shareholder Returns - The board of directors did not recommend the payment of an interim dividend for the period, compared to zero in the previous period[2] - The company did not declare any dividends for the six months ended June 30, 2024, consistent with the previous year[27] - No interim dividend declared for the six months ending June 30, 2024 (previous period: none)[71] Operational Highlights - In the first half of 2024, the company handled a total cargo throughput of 8.56 billion tons, representing a year-on-year growth of 4.6%, with container throughput increasing by 8.5% to 16.2 million TEUs[41] - The company has introduced a new full-container transportation service, successfully completing the loading of 1,468 vehicles, totaling 1,072 TEUs, in the first half of 2024[41] - The company has established a new direct shipping route from Wuhan to Ho Chi Minh City, Vietnam, enhancing its logistics capabilities and service quality[39] - The company is actively developing new markets, including the stone material market in Macheng, which has led to a stable weekly export source to Busan, South Korea[41] - The company has achieved a collaboration with local steel companies, resulting in the completion of 62 bulk carrier operations, with a total cargo handling volume of 101,300 tons in the first half of 2024[41] - The company has implemented new technologies to enhance operational efficiency, including the use of remote control systems for gantry cranes and green energy vehicles[39] Market and Competitive Position - The market share of Yangluo Port increased to approximately 47.9% during the period, up from 31.6% in the previous period, primarily due to an increase in local container volume[51] - Revenue from comprehensive logistics services rose to approximately HKD 28,141,000, accounting for about 17.9% of total revenue, compared to 13.5% in the previous period[52] - Property business revenue increased to approximately HKD 6,262,000, representing 4.0% of total revenue, up from 2.8% in the previous period[53] Future Outlook - The company anticipates that the shipping rates will stabilize in the second half of 2024, driven by the traditional peak season for domestic trade and rising external trade rates[39] - The group aims to enhance operational efficiency through smart port innovations and the integration of logistics services, focusing on a comprehensive port logistics system[59] - The group plans to expand its capital operations to drive financial value creation and mitigate investment risks[59] Compliance and Governance - The company has complied with the corporate governance code as per the listing rules for the six months ending June 30, 2024[73] - The company has adopted the standard code for securities transactions by directors, confirming compliance during the six months ending June 30, 2024[74] - The audit committee has reviewed the company's financial reporting, internal controls, and risk management systems for the six months ending June 30, 2024[76]

Corporate Governance - The Nomination Committee held two meetings in the year ending December 31, 2023, to review the board's structure, size, composition, and the effectiveness of the diversity policy[2]. - The board has delegated corporate governance responsibilities to the Audit Committee, which includes reviewing and monitoring compliance with legal and regulatory requirements[3]. - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with the standards set forth in the listing rules[8]. - All directors confirmed compliance with the code of conduct and relevant regulations during the year ending December 31, 2023[8]. - The board has established procedures for directors to seek independent professional advice at the company's expense[9]. - The company has provided all directors with training on their responsibilities and relevant regulations, ensuring they are aware of good corporate governance practices[9]. - The independent non-executive directors attended all meetings, demonstrating strong engagement in corporate governance[6]. - The board diversity policy is in place to ensure a balanced composition in terms of skills, experience, and perspectives, with annual discussions on measurable diversity goals[20]. - The company has adopted the corporate governance code as per the listing rules, ensuring compliance with all relevant provisions as of December 31, 2023[132]. - The board is committed to maintaining high standards of corporate governance and accountability, ensuring transparency in operations[155]. - The company has a whistleblowing policy to encourage reporting of concerns related to operations, ensuring independent opinions are considered[161]. - The nomination committee is chaired by the board chairman, with a majority of independent non-executive directors, to assess the effectiveness of governance mechanisms[162]. - The company emphasizes the importance of independent opinions and has conducted annual reviews of its governance mechanisms to ensure effectiveness[162]. - The company has established appropriate insurance to protect its directors and senior officers against potential liabilities arising from company activities[167]. - The company has a clear division of roles between the chairman and the CEO to enhance independence and ensure checks and balances[167]. - The company has a policy for the re-election of directors, ensuring that at least one-third of the board retires at each annual general meeting[183]. Financial Performance - For the year ended December 31, 2023, the group's revenue was HKD 361,301,000, an increase of approximately 13.1% compared to HKD 319,535,000 in 2022[53]. - The revenue from terminal and related businesses grew by 15.0% to HKD 152,042,000, primarily due to increased container throughput at Yangluo Port[53]. - Supply chain management and trading business revenue surged by 34.9% to HKD 158,281,000, accounting for approximately 43.8% of total revenue[65]. - The gross profit decreased by 9.0% to HKD 77,653,000, with a gross profit margin of 21.5%, down from 26.7% in 2022[66]. - The profit attributable to the company's owners decreased by HKD 5,415,000 or approximately 26.1% to HKD 15,360,000 for the year ended December 31, 2023, compared to HKD 20,775,000 in 2022[77]. - The basic and diluted earnings per share attributable to the company's owners were HKD 0.89, a decrease of 25.8% from HKD 1.20 in the previous year[77]. - Other income increased by approximately 305.0% to HKD 22,117,000 for the year ended December 31, 2023, compared to HKD 6,201,000 in 2022[79]. - The group recorded a fair value loss on investment properties of HKD 993,000, compared to a fair value gain of HKD 25,785,000 in 2022[68]. - The net asset value of the group as of December 31, 2023, was HKD 864,757,000, down from HKD 881,566,000 in 2022[107]. - The total outstanding interest-bearing borrowings of the group as of December 31, 2023, amounted to HKD 375,434,000, a decrease from HKD 427,293,000 in 2022[107]. Operational Performance - The container throughput reached 900,142 TEUs, representing a year-on-year increase of 12.3%[35]. - CFS dismantling and assembly business significantly grew, completing 18,661 TEUs, up 10% from the previous year[35]. - The overall cargo throughput of inland ports in China reached 3.8 billion tons, a year-on-year increase of 14.2%[39]. - Revenue from container handling, storage, and other services increased by 46.4% to HKD 37,161,000 from HKD 25,384,000[49]. - The comprehensive logistics services revenue decreased by 37.4% to HKD 38,230,000 from HKD 61,067,000[49]. - The total throughput at Yangluo Port increased by about 12.3% to 900,142 TEUs, with local cargo throughput decreasing by 4.8% and transshipment cargo increasing by 24.7%[61]. - The rental income from warehouses and yards at Wuhan Hannan Port increased by 43.2% to HKD 12,748,000, representing about 3.5% of total revenue[65]. - The company aims to build a comprehensive port logistics system, focusing on core industries such as port construction and operation, port and warehouse leasing, and logistics services[28]. - The company is expanding its integrated service system to include comprehensive port processing trade and infrastructure investment, aiming to create the largest inland port logistics system in China[28]. - The company aims to develop Hannan Port into a multi-business platform, enhancing logistics services and creating synergies with Wuhan Yangluo Port[43]. Risk Management - The internal control and risk management systems have been confirmed as effective and sufficient, with no significant failures reported, ensuring compliance with relevant laws and regulations[18]. - The group faces significant cash flow risks if it encounters difficulties in collecting receivables, which could adversely impact its financial condition[102]. - The competitive landscape in the supply chain management industry is intense and fragmented, potentially affecting the group's ability to attract and retain customers[101]. - The group is exposed to operational risks, including delays in the completion of development and construction projects[116]. - The group may face inventory accumulation risks if customers cancel orders, which could negatively impact its financial status[120]. - The group has significant investments in properties, including port and warehouse facilities, which are influenced by the economic performance of Hubei Province[100]. Human Resources - The company employed 357 full-time staff as of December 31, 2023, down from 369 in 2022, maintaining good labor relations[91]. - The group aims to enhance employee skills and knowledge through targeted training and development programs[111]. - The group is at risk of not being able to attract and retain key employees due to talent competition in its operational regions[115]. Strategic Initiatives - The company is focused on a three-pronged growth strategy: "internal-driven growth," "smart reform," and "innovation," to enhance service quality and market expansion[28]. - The company plans to further invest in the Wuhan area to enhance its port business, leveraging its strategic location along the Yangtze River[36]. - The introduction of new business in pebble-to-container conversion is expected to generate an additional annual income of nearly RMB 500,000[35]. Board and Management - The board consists of seven members responsible for formulating business strategies and monitoring the group's performance[158]. - The management team is dedicated to enhancing corporate value and accountability to protect shareholder interests[156]. - The company appointed Mr. Zou Guoqiang as an independent non-executive director in May 2022, with extensive experience in financial management and corporate governance[125]. - Mr. Fu Xinping has been an independent non-executive director since May 2022, and is a professor at Wuhan University of Technology, contributing expertise in transportation management[127]. - The company appointed Mr. Qiao Yun as the General Manager since May 2022, who has extensive experience in logistics services[144]. - Mr. Xu Ao Ling has been serving as a non-executive director since May 2022 and has been involved in financial management within the Hubei Port Group since 2021[144]. Audit and Remuneration - The remuneration committee held three meetings during the year to review the company's remuneration policies, including the compensation structure for directors and senior management[169]. - The audit committee conducted three meetings during the year, reviewing interim and annual performance, risk management reports, and internal control systems[188]. - The company has adopted a whistleblowing policy allowing employees to report misconduct or malpractice confidentially to the audit committee[173]. - The company has appointed an independent professional firm to conduct internal audits of its internal control systems[188]. - The remuneration committee's responsibilities include assisting in the formulation of transparent remuneration policies and ensuring no director participates in determining their own remuneration[186].

| --- | --- | --- | |-------|----------------------------------------------------------------------------|------------------------| | | | | | 摘要 | | | | • | 收入增加約 13.1% 至 361,301,000 港元（二零二二年： 319,535,000 港元）。 | | | • | 毛利減少 9.0% 至 77,653,000 港元（二零二二年： 85,371,000 | 港元）及毛利率為 21.5% | | | 零二二年： 26.7% ）。 | | | • | 本年度溢利減少約 34.1% 至 13,788,000 港元（二零二二年： 20,913,000 | 港元）。 | | • | 本公司擁有人應佔溢利減少 26.1% 至 15,360,000 港元（二零二二年： | 20,775,000 港元）。 | | • | 董事會不建議就截至二零二三年十二月三十一日止年度派付末期股息（二零二二年： | | | | 零）。 | | 收入 4 361,301 3 ...

中國通商 中國通商集團有限公司 目錄 管理層討論及分析 7 其他資料 58 毛振華博士 薪酬委員會成員 盛德國際律師事務所 Maples and Calder 3 中國通商集團有限公司 2023年中期報告 2023 中期樂績報告 WIT 依托長江贡金水道 建設 蔡 中 航 運 中 心 發 展 中 部 物 流 基 地 業務及財務摘要 4 中期財務資料 22 公司資料 註冊公眾利益實體核數師 法律顧問 | --- | --- | |-----------------------|----------------------------| | | | | 公司網站 | 主要股份過戶登記處 | | www.cilgl.com | Suntera (Cayman) Limited | | | Suite 3204, Unit 2A, | | 主要往來銀行 | Block 3, Building D, | | 交通銀行 | P.O. Box 1586 | | 中國湖北省 | Gardenia Court, Camana Bay | | | Grand Cayman, KY1-1100 | | 武漢江岸支行 | Cayma ...

截至二零二三年六月三十日止六個月 中期業績公佈 • 本集團於武漢之集裝箱吞吐量之市場佔有率由截至二零二二年十二月三十一日止年度 29.0%增加至截至二零二三年六月三十日止六個月之31.6%。該增加主要由於本集團處 理之轉運集裝箱量增加所致。 本公司擁有人應佔溢利 更換核數師 管理層討論及分析 業務回顧 武漢陽邏港位於中國湖北省武漢市陽邏經濟開發區長江沿岸。 – 5 – 自湖北港口於二零二二年一月成為本公司之直接控股公司後，陽邏港一期、二期及三期完成 整合，進一步優化港口物流資源，有助於發揮協同作用，促進本集團港口業務發展。 武漢為湖北省會，為中國之重要交通樞紐。就水路交通而言，武漢藉長江連接六省（即江 蘇、安徽、湖北、四川、江西及湖南）及上海。鑒於武漢於長江經濟帶的發展中發揮之重要 作用，董事認為，在武漢地區對其港口業務作進一步投資符合本集團的利益。 滿足於武漢對物流服務的需求。武漢陽邏港協同漢南港將能為本集團客戶提供更具成本效益 的解決方案。漢南港將分多期開發為多元業務平台，提供碼頭、倉儲及物流服務，以及包括 滾裝、散貨運輸及倉儲、汽車零配件加工等其他服務及物流服務。 石牌港 漢江物流中心 通商供應鏈 由於 ...

Financial Performance - The revenue from discontinued operations for the year ended December 31, 2021, was HKD 7,320,000, derived from the sale of Zhongji Tongshang Engineering[1]. - As of December 31, 2022, the group's net capital debt ratio was 0.4 times, consistent with the previous year[4]. - The company reported a total of 30 administrative and personnel expenses, maintaining consistency in operational costs[10]. - The company allows shareholders to choose between cash or stock dividends, enhancing shareholder value[60]. Governance and Management - The board of directors regularly reviews the group's overall strategy and operational and financial performance, ensuring they are informed of the latest business and financial conditions[21]. - The company has appointed two executive directors, two non-executive directors, and three independent non-executive directors as of the report date[11]. - The audit committee monitors the relationship with independent auditors and reviews the group's half-yearly and annual performance, ensuring effective risk management and internal controls[27]. - The company has a nomination committee responsible for reviewing the board's structure and composition annually, ensuring alignment with corporate strategy[28]. - The board held a total of 6 meetings during the year, with the chairman attending all meetings[49]. - The audit committee conducted 4 meetings to review financial performance, risk management reports, and internal control systems[44]. - The board confirmed that the internal control and risk management systems are effective and sufficient, with no significant deficiencies reported[55]. - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with the highest standards[50]. - The board has the final decision-making authority on all matters related to candidates recommended for shareholder meetings[41]. - The company has established a policy for corporate governance, which is reviewed regularly to ensure compliance[32]. - The board is responsible for maintaining a robust internal control and risk management system to protect the group's assets and shareholders' interests[37]. - The company has a commitment to corporate governance practices, ensuring that all directors are aware of their responsibilities and relevant regulations[51]. - The board has adopted a diversity policy to ensure appropriate balance in skills, experience, and perspectives among board members[56]. Risk Management and Compliance - The company faces operational risks including equipment failures, labor disputes, adverse weather, and reliance on third-party transportation services, which could disrupt operations and lead to revenue losses[9]. - The company engaged an independent professional firm for risk management and internal control assessments, ensuring the effectiveness of the internal control system[54]. - The company is committed to enhancing its risk management and internal control systems based on recommendations from independent assessments[54]. - The group actively monitors compliance with climate-related regulations to mitigate financial and reputational risks[151]. - The company has established internal policies to ensure compliance with labor laws and to provide a supportive and inclusive work environment for its 369 employees, with a gender ratio of approximately 78% male and 22% female[138]. - The company has maintained strict anti-corruption policies, with no convictions or disciplinary actions related to corruption reported during the period[192]. Environmental, Social, and Governance (ESG) Initiatives - The group has established an ESG framework to manage environmental, social, and governance risks effectively[74]. - The company emphasizes high transparency and timely information for shareholders and investors to make informed investment decisions[64]. - The company is committed to enhancing its ESG reporting system to improve data collection and reporting quality over time[92]. - The company actively manages its environmental and social impacts to enhance sustainability and transparency[98]. - The company has implemented environmental management goals to monitor progress in environmental protection efforts[84]. - The company is focused on integrating environmental considerations into core business operations to minimize pollution[84]. - The company has implemented various energy-saving measures, including strict temperature controls for air conditioning and encouraging the use of video conferencing[125][127]. - The company has implemented various water-saving measures, including the use of wet and dry cleaning machines and high-pressure faucets, to cultivate water-saving awareness among employees[129]. - The company has committed to green development practices and exploring innovative ways to reduce environmental impact[130]. - The company has prioritized suppliers with sustainable development practices to mitigate potential environmental and social risks in the supply chain[163]. Employee Engagement and Development - The company emphasizes the importance of employee training and development to achieve business goals and enhance skills[142]. - The company has established a comprehensive employee handbook and management systems to ensure fair treatment and a balanced work-life environment[134]. - The company has implemented health and safety measures, including regular disinfection of workplaces and encouraging vaccination among employees[140]. - The company encourages employee participation in social welfare activities, reflecting its commitment to corporate social responsibility[170]. - The total number of employees decreased from 389 in the previous year to 369 in 2022, representing a reduction of approximately 5.14%[200]. - The employee turnover rate improved significantly from 12.34% in 2021 to 6.50% in 2022, indicating better employee retention[200]. - 40% of employees received training during the reporting period, with an average training time of 2.7 hours per employee[161]. Sustainability Metrics - Total greenhouse gas emissions amounted to 5,425.86 tons of CO2 equivalent, with a density of approximately 14.70 tons of CO2 equivalent per employee[108]. - Direct greenhouse gas emissions (Scope 1) were approximately 1,939.54 tons of CO2 equivalent, with a density of 5.26 tons of CO2 equivalent per employee[121]. - Indirect greenhouse gas emissions (Scope 2) were approximately 3,458.09 tons of CO2 equivalent, with a density of 9.37 tons of CO2 equivalent per employee[121]. - Total energy consumption was 11,819.55 thousand kWh, with a density of 32.03 thousand kWh per employee, representing an increase of about 25% from the previous year[114][124]. - Water consumption in 2022 was reported at 39,319.00 cubic meters, a decrease from 43,643.84 cubic meters in 2021, representing a decline of about 10%[174]. - The total amount of non-hazardous waste generated in 2022 was 1.55 tons, a significant reduction from 2.99 tons in 2021, indicating a decrease of approximately 48.2%[174]. - The company has implemented strict safety measures and training programs, resulting in zero work-related fatalities over the past four years[180].

– 18 – 於二零二二年十二月三十一日，本集團共有369名全職員工（二零二一年：389名）。本集團與 員工之勞資關係良好，且從未因任何重大勞資糾紛而對其營運造成影響。本集團按照中國適 用法例及法規安排中國僱員參與退休保險、醫療保險、失業保險及住房基金，並為其香港員 工向香港強制性公積金計劃作出供款。本集團按員工之工作表現及資歷釐定其薪金。董事會 已指定本公司薪酬委員會負責釐定董事之服務合約、檢討董事及高級管理人員之薪酬，及授 予酌情本公司花紅。截至二零二二年十二月三十一日止年度支付之薪酬總額連同持續經營業 務所產生之退休金供款達52,260,000港元（二零二一年：76,690,000港元）。於截至二零二二年 十二月三十一日止年度，董事有權獲得2,880,000港元之酬金（二零二一年：5,150,000港元）。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，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公佈全部或任何部份內容而產生或因 倚賴該等內容而引致之任何損失承擔任何責任。 China Infrastructure & Logistics Group Ltd. 中國 ...