Huayu Expressway Group Limited 華昱高速集團有限公司 ( 於開曼群島註冊成立的有限公司 ) 股份代號 : 1823 2024 年報 目錄 | 公司資料 | 2 | | --- | --- | | 財務概要 | 3 | | 主席報告 | 4 | | 管理層討論與分析 | 5 | | 企業管治報告 | 12 | | 環境、社會及管治報告 | 23 | | 董事及高級管理層 | 43 | | 董事會報告書 | 45 | | 獨立核數師報告 | 57 | | 綜合損益表 | 63 | | 綜合損益及其他全面收益表 | 65 | | 綜合財務狀況表 | 66 | | 綜合權益變動表 | 68 | | 綜合現金流量表 | 69 | | 財務報表附註 | 71 | 華昱高速集團有限公司 1 目錄 公司資料 董事會 執行董事 陳陽南 （主席） 符捷頻 （行政總裁） 劉寶華 獨立非執行董事 林漢權 朱健宏 胡列格 董事委員會 審核委員會 朱健宏 （主席） 胡列格 林漢權 提名委員會 林漢權 （主席） 胡列格 符捷頻 薪酬委員會 胡列格 （主席） 朱健宏 符捷頻 公司秘書 冼家敏 HKICPA, F ...

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue decreased to RMB 198,145,000 from RMB 407,104,000 in 2023, representing a decline of approximately 51.3%[3] - The gross profit for the same period was RMB 39,504,000, down from RMB 115,014,000, indicating a decrease of about 65.6%[3] - The operating loss for the year was RMB 16,645,000 compared to an operating profit of RMB 40,730,000 in 2023, marking a significant shift in performance[3] - The net loss attributable to equity holders of the company for 2024 was RMB 8,514,000, compared to a profit of RMB 329,432,000 in 2023, reflecting a substantial decline[4] - The total comprehensive loss for the year was RMB 11,878,000, down from a comprehensive income of RMB 359,331,000 in the previous year[5] - The company reported a basic loss per share of RMB 2.06 for continuing operations, compared to earnings of RMB 1.05 per share in 2023[4] - Adjusted EBITDA for the continuing operations was RMB 50,076 thousand, down 55.8% from RMB 113,024 thousand in the previous year[29] - The company reported a pre-tax loss of RMB 9,221 thousand for 2024, compared to a profit of RMB 39,092 thousand in 2023[29] - The company recorded a net loss of RMB 1,596 thousand from other income for continuing operations, compared to a loss of RMB 4,337 thousand in 2023[30] - The company incurred an annual loss of approximately RMB 13.3 million for the year ended December 31, 2024, compared to a profit of approximately RMB 359.3 million for the year ended December 31, 2023[53] Revenue Breakdown - Revenue from toll fees decreased to RMB 69,530 thousand in 2024 from RMB 77,918 thousand in 2023, reflecting a decrease of about 17.4%[21] - The group's liquor sales revenue dropped significantly from RMB 329,186 thousand in 2023 to RMB 128,615 thousand in 2024, a decline of approximately 60.9%[21] - The group had a major customer contributing over 10% of total revenue, with Customer A generating RMB 52,823 thousand in 2024, down from RMB 180,213 thousand in 2023, a decrease of about 70.7%[22] - Reported segment revenue for the year ended December 31, 2024, was RMB 198,145 thousand, a decrease of 58.5% from RMB 476,773 thousand in 2023[29] - The toll revenue from the Qingping Expressway for the year ended December 31, 2024, was approximately RMB 69.5 million, down about 10.8% from RMB 77.9 million in the previous year[47] - The liquor trading business recorded revenue of approximately RMB 128,600,000, a significant decrease of about 60.9% from RMB 329,200,000 in the previous year[62] Assets and Liabilities - Non-current assets increased to RMB 699,164,000 in 2024 from RMB 529,217,000 in 2023, showing a growth of approximately 32.2%[7] - Current assets slightly decreased to RMB 713,645,000 in 2024 from RMB 720,013,000 in 2023, a decline of about 0.5%[8] - The total liabilities increased to RMB 234,371,000 in 2024 from RMB 124,648,000 in 2023, indicating a rise of approximately 88%[8] - The company's equity decreased to RMB 1,078,429,000 in 2024 from RMB 1,124,022,000 in 2023, a reduction of about 4.1%[10] - Total reported segment assets increased to RMB 1,408,014 thousand in 2024, compared to RMB 1,127,620 thousand in 2023, reflecting a growth of 24.8%[29] - Total reported segment liabilities rose significantly to RMB 371,448 thousand in 2024, compared to RMB 107,476 thousand in 2023, marking an increase of 245.5%[29] Operational Changes - The group’s primary business operations are now focused on liquor trading and the construction, operation, and management of the Qingping Expressway[19] - The group has reassessed the classification of liabilities as current or non-current under the revised accounting standards and found no need for reclassification[15] - The group has not engaged in any sale-and-leaseback transactions, so the related accounting revisions did not have a significant impact on the financial statements[16] - The group has not entered into any supplier financing arrangements, thus the recent accounting standard revisions had no significant impact on the financial statements[17] Future Outlook - The group anticipates steady growth in traffic volume and toll revenue from the Qingping Expressway due to the recovery of economic activities in Shenzhen, which is expected to become a major source of stable cash flow[70] - The liquor trading business is expected to improve in the near term following the digestion of accumulated inventory in distribution channels, with the group confident in the performance of this segment[70] - The group plans to invest in upstream operations of the liquor business, including distilleries, brewing, warehousing logistics, and packaging, with Guizhou Renhuai set to become the main production and logistics base, expected to be completed by 2025[70] - The group aims to continue seeking investment opportunities in infrastructure projects in China, leveraging its established relationships and reputation[71] Corporate Governance - The company maintained a public float of at least 25% of its total issued share capital as required by the Hong Kong Stock Exchange[72] - The board does not recommend declaring any final dividend for the fiscal year ending December 31, 2024[77] - The annual general meeting is scheduled for June 4, 2025, with a suspension of share registration from May 30 to June 4, 2025[78] - The company has adopted the corporate governance code as per the listing rules and believes it has complied with all relevant provisions during the fiscal year[74]

Huayu Expressway Group Limited | --- | --- | --- | |-------|-------|-------| | | | | | | | | 華昱高速集團有限公司 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1823 Interim Report 目錄 目錄 公司資料 2 管理層討論與分析 3 企業管治及其他資料 9 綜合損益表 13 綜合損益及其他全面收益表 15 綜合財務狀況表 16 綜合權益變動表 18 簡明綜合現金流量表 20 未經審核中期財務報告附註 21 中期財務報告之審閱報告 43 二零二四年中期報告 1 華昱高速集團有限公司 公司資料 公司資料 | --- | --- | |--------------------------------------------|------------------------------------------------------------------| | | | | 董事會 | 香港主要營業地點 | | 執 ...

Financial Performance - Revenue from continuing operations for the six months ended June 30, 2024, was approximately RMB 128.8 million, a decrease of about 53.5% compared to the same period last year[1] - Gross profit from continuing operations for the same period was approximately RMB 29.2 million, down approximately 66.4% year-on-year[1] - Profit attributable to equity holders from continuing operations was approximately RMB 11.9 million, representing a decrease of about 19.7% compared to the previous year[1] - Basic and diluted earnings per share for the period were RMB 2.89, a decrease of approximately 19.7% year-on-year[1] - Operating profit for the period was RMB 5.0 million, down from RMB 42.4 million in the same period last year[2] - Profit before tax for the period was RMB 15.3 million, compared to RMB 44.8 million in the previous year[2] - Total comprehensive income for the period was RMB 14.7 million, significantly lower than RMB 371.7 million in the same period last year[4] - Total revenue for the six months ended June 30, 2024, was RMB 128,824,000, a decrease from RMB 276,808,000 in the same period of 2023, representing a decline of approximately 53.5%[12] - Revenue from the liquor segment was RMB 94,772,000 for the six months ended June 30, 2024, compared to RMB 239,015,000 in the same period of 2023, indicating a decrease of about 60.4%[12] - Adjusted EBITDA for the reporting segments totaled RMB 39,911,000 for the six months ended June 30, 2024, compared to the previous period's figures[14] - The group recorded a gross profit of approximately RMB 29,200,000, a decrease of about 66.4% compared to RMB 86,800,000 in the same period last year, with a gross margin of 22.6%, down 8.8% from 31.4%[33] - The group reported a profit from continuing operations of approximately RMB 14,000,000, a decrease of about 49.4% from RMB 27,600,000 in the same period last year[38] Dividends and Shareholder Returns - The board of directors did not recommend the payment of an interim dividend for the six months ended June 30, 2024[1] - The company did not declare an interim dividend for the period[32] - A special interim dividend of HKD 0.121 per share (equivalent to RMB 0.106) was declared after receiving the second payment, distributed on August 1, 2024[50] Assets and Liabilities - Current assets as of June 30, 2024, totaled RMB 822.1 million, an increase from RMB 720.0 million as of December 31, 2023[5] - Total liabilities as of June 30, 2024, were RMB 717.3 million, compared to RMB 706.0 million as of December 31, 2023[6] - The total assets for the reporting segments as of June 30, 2024, amounted to RMB 1,346,661,000, while total liabilities were RMB 293,438,000[14] - As of June 30, 2024, the group had total bank loans and borrowings of approximately RMB 187,300,000, with cash and cash equivalents totaling approximately RMB 276,300,000[39] Operational Highlights - The company continues to focus on its core segments, with significant revenue generated from the Qingping Expressway and liquor distribution[10] - Toll revenue from the Qingping Expressway Phase I was approximately RMB 34.1 million, down about 9.9% from RMB 37.8 million in the same period last year[32] - Total vehicle traffic on the Qingping Expressway was approximately 11.4 million, a decrease of about 4.2% from approximately 11.9 million in the same period last year[32] - The liquor trading business is expected to improve following the digestion of accumulated inventory, with the company confident in the performance of this segment and planning more sales and marketing activities[51] - The company anticipates steady growth in traffic volume and toll revenue from the Qingping Expressway due to the recovery of economic activities in Shenzhen, which is expected to be a major source of stable cash flow[51] Discontinued Operations - The company has discontinued the operation of the Suizhou-Yueyang Expressway, which was sold in April 2023, and is no longer a subsidiary[10] - The company completed the sale of a 60% stake in Hunan Daoyue Expressway Co., Ltd. for RMB 555,700 thousand on April 25, 2023[20] - The net profit from the discontinued Daoyue Expressway operations for the period from January 1, 2023, to April 25, 2023, was RMB 342,400 thousand, including a gain from the sale of RMB 320,307 thousand[21] Financial Adjustments and Standards - The company has applied new and revised Hong Kong Financial Reporting Standards during the accounting period, but these changes did not have a significant impact on the financial performance or position[9] - The financial report is unaudited, but it has been reviewed by an independent auditor in accordance with the relevant standards[8] Employee and Administrative Costs - The company incurred total employee costs of RMB 16,462 thousand for continuing operations during the six months ended June 30, 2024[17] - Administrative expenses decreased by approximately 42.8% to RMB 20,000,000 from RMB 35,000,000 in the same period last year[35] - Sales and distribution costs were approximately RMB 5,500,000, a decrease of about 39.1% from RMB 9,100,000 in the same period last year[36] Investments and Acquisitions - The group increased its stake in Guizhou Renhuai to 51%, with plans to develop a winery and an integrated operation center on a site of at least 150,000 square meters, expected to be completed in the first half of 2025[47] - The group acquired a 28% stake in Huajia, which became an associate company, with Huajia primarily investing in Guizhou Zunpeng, which reported revenue of approximately RMB 298,600,000 and a net profit of RMB 69,200,000 during the period[48]

Financial Performance - For the fiscal year ending December 31, 2023, the company reported revenue of approximately RMB 407.1 million, a decrease of about 0.7% compared to RMB 409.9 million for the previous year[10]. - The profit for the year was approximately RMB 359.3 million, a significant increase of about 313.4% from RMB 86.9 million in the previous year, primarily due to substantial gains from the sale of the discontinued operation of the Suizhou Expressway business, amounting to approximately RMB 320.3 million[16]. - Administrative expenses for the fiscal year were approximately RMB 58.9 million, an increase of about 52.3% from RMB 38.7 million in the previous year, mainly due to one-time special bonuses paid to senior management following the completion of the sale[13]. - Total assets as of December 31, 2023, were approximately RMB 1,249.2 million, a decrease from RMB 1,955.9 million in the previous year[10]. - Total liabilities as of December 31, 2023, were approximately RMB 125.2 million, down from RMB 1,152.9 million in the previous year[10]. - Total cash and cash equivalents amounted to approximately RMB 313.7 million, an increase from RMB 205.7 million in 2022[33]. - Following the monetization of a 60% stake in the Suiyue Expressway, the group received cash inflow exceeding RMB 400 million, significantly improving liquidity and cash flow[41]. - The group declared a special interim dividend of HKD 0.121 per share, paid on May 18, 2023[38]. - The company has adopted a dividend policy that considers financial performance, business operations, and future business plans before declaring dividends[123]. Strategic Investments - The company completed the sale of a 60% stake in the Suizhou Expressway business on April 25, 2023, which significantly improved its cash position[4]. - On June 29, 2023, the company acquired a 28% stake in Huajia Wine Industry (Shenzhen) Co., Ltd., which operates in the wine trade and investment holding business in China[5]. - The company signed a share transfer agreement on June 16, 2023, to acquire a 21% stake in Guizhou Renhuai, with a total acquisition cost of RMB 105 million, resulting in a 51% ownership stake post-completion[21]. - The company completed the acquisition of an additional 21% stake in Guizhou Renhuai, making it a subsidiary with a 51% indirect ownership[129]. - The company also acquired a 28% stake in Huajia Wine Industry, which primarily engages in wine trading and has approximately 44.94% ownership in Guizhou Zunpeng[129]. Human Resources - As of December 31, 2023, the group had a total of 348 employees in China and Hong Kong, a decrease from 457 in 2022[23]. - Total employee compensation expenses for the year were approximately RMB 59.2 million, up from RMB 53.7 million in 2022[23]. - The company employed a total of 348 staff members, with 206 males and 142 females, reflecting a gender distribution of 15.0% and 32.4% respectively[182]. - The workforce is predominantly young, with 36.4% under 30 years old[182]. - There were no work-related fatalities reported from 2021 to 2023, with only one work injury recorded in 2023[187]. Corporate Governance - The board is committed to maintaining good corporate governance practices and has reviewed and improved various procedures and documentation as detailed in the report[43]. - The company has established various board committees to oversee specific areas of governance, primarily composed of independent non-executive directors[63]. - The company’s governance policies include reviewing and monitoring the training and continuous professional development of directors and senior management[54]. - The company allows shareholders holding at least 10% of the paid-up capital to request a special general meeting to address specified matters[72]. - The company’s governance report includes disclosures on compliance with corporate governance codes[62]. - The audit committee reviewed the consolidated financial statements for the year ending December 31, 2023, ensuring the adoption of appropriate accounting principles and practices[64]. - The nomination committee was established to ensure the board possesses the necessary skills and experience relevant to the company's business needs[75]. - The nomination committee held two meetings during the year to review the board structure and composition, ensuring diversity in selection criteria[96]. - The company emphasizes the importance of diversity in the board selection process, considering factors such as gender, age, and professional experience[83]. - The company’s remuneration policy for employees is determined based on their value, qualifications, and capabilities[67]. - The remuneration committee held two meetings to review and approve the remuneration of directors and senior management for the year ending December 31, 2023, with total bonuses not exceeding 10% of the audited consolidated profit for the fiscal year[67]. Risk Management and Compliance - The company has established a risk management and internal control system aimed at ensuring the reliability of financial reporting and compliance with applicable laws and regulations[98]. - The board recognizes its overall responsibility for the risk management and internal control systems and continuously reviews their effectiveness[88]. - The internal audit department, composed of professionals such as practicing accountants, operates independently from daily operations to assess the effectiveness of risk management and internal control systems[100]. - The company has implemented procedures for disclosing internal information to ensure timely assessment of facts that may significantly impact the company's stock price[99]. - The company has no hedging arrangements in place to mitigate interest rate or foreign exchange risks, which may impact financial performance[34]. - The board has established an internal control and risk management system to safeguard shareholder interests and the company's assets[145]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance report covers the company's highway operations and wine trading business in China[130]. - The company recognizes the risks posed by climate change, particularly to its toll road operations, and is taking steps to mitigate these risks[177]. - In 2023, greenhouse gas emissions (Scope 1) decreased to 2,364 tons of CO2 equivalent from 3,073 tons in 2022, representing a reduction of approximately 23%[169]. - Greenhouse gas emissions (Scope 2) increased significantly to 8,074 tons of CO2 equivalent in 2023 from 2,672 tons in 2022, indicating a rise of about 201%[169]. - Total general waste generated increased slightly from 71 tons in 2022 to 72 tons in 2023[169]. - The company replaced all high mast lights with LED lights to enhance energy efficiency, contributing to overall energy savings[170]. - The company is phasing out older vehicles in favor of more fuel-efficient models to reduce fuel consumption[170]. - The company has implemented various energy-saving measures in offices and dormitories, including turning off idle lights and electronic devices[159]. - The company adheres to the "3R" principle (Reduce, Reuse, Recycle) for managing general waste, ensuring proper disposal and recycling of materials[167]. - The company has installed sound barriers along highways to mitigate noise pollution affecting nearby schools and residential buildings[166]. - The company is committed to reducing its carbon footprint despite the limited control over emissions from vehicles using its highways[141]. - Total energy consumption in 2023 was 5,948,704.6 kWh, a significant decrease compared to 2022[197]. - Electricity consumption accounted for 4,685,039 kWh, while gasoline and diesel consumption were 53,056.6 liters and 37,714.6 liters respectively[197]. - Water consumption reached 81,821 cubic meters, also showing a substantial reduction from the previous year[197]. - The company prioritizes green products in its procurement process, considering environmental and social impacts[192]. - The company has established an emergency management mechanism to handle various situations, including peak periods and extreme weather[196]. - The company has established a stakeholder engagement method to identify significant environmental, social, and governance issues[117]. - The company has implemented energy-saving measures, including replacing existing lighting and vehicles to reduce carbon emissions[178].

HUAYU EXPRESSWAY GROUP LIMITED 華昱高速集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1823） 綜合損益表 截至二零二三年十二月三十一日止年度 二零二三年 二零二二年 附註 人民幣千元 人民幣千元 | --- | --- | --- | --- | |------------------------------|-------|---------|--------| | | | | | | －持續經營業務 | | 4,340 | 26,399 | | －已終止經營隨岳高速公路業務 | | 325,092 | 22,629 | | | | 329,432 | 49,028 | | 非控股股東權益 | | | | | －持續經營業務 | | 12,598 | 22,800 | | －已終止經營隨岳高速公路業務 | | 17,308 | 15,086 | | | | 29,906 | 37,886 | | 年度溢利 | | 359,338 | 86,914 | | | | | | | 每股基本盈利（人民幣分） | 9 | | | | －持續經營業務 | | 1.05 | ...

目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論與分析 | 3 | | 企業管治及其他資料 | 9 | | 綜合損益表 | 13 | | 綜合損益及其他全面收益表 | 15 | | 綜合財務狀況表 | 16 | | 綜合權益變動表 | 18 | | 簡明綜合現金流量表 | 20 | | 未經審核中期財務報告附註 | 21 | | 中期財務報告之審閱報告 | 43 | 1 華昱高速集團有限公司 二零二三年中期報告 Huayu Expressway Group Limited 華昱高速集團有限公司 ( 於開曼群島註冊成立的有限公司) 股份代號: 1823 中期報告 2023 目錄 公司資料 董事會 執行董事 陳陽南 （主席） 符捷頻 （行政總裁） 劉寶華 獨立非執行董事 朱健宏 胡列格 林漢權（於二零二三年四月三日獲委任） 孫小年（於二零二三年四月三日辭任） 董事委員會 審核委員會 朱健宏 （主席） 胡列格 林漢權（於二零二三年四月三日獲委任） 孫小年（於二零二三年四月三日辭任） 授權代表 陳陽南 冼家敏 註冊辦事處 Cricket Square Hutchins Drive P.O. ...

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的內容概不負責， 對其準確性或完備性亦無發表聲明，並明確表明不會就本公佈全部或任何部分內 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。 HUAYU EXPRESSWAY GROUP LIMITED 華 昱 高 速 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1823） 截至二零二三年六月三十日止六個月 中期業績公佈 財務摘要 • 期內持續經營業務收入約為人民幣276,800,000元，較去年同期增加約 19.9%。 • 期內持續經營業務毛利約為人民幣86,800,000元，較去年同期增加約22.1%。 • 期內本公司權益持有人應佔溢利約為人民幣339,900,000元，較去年同期增 加約823.6%。 • 期內每股基本及攤薄盈利為人民幣82.4分，較去年同期增加約822.7%。 • 董事會不建議就截至二零二三年六月三十日止六個月派付中期股息（二零 二二年：無）。 ...

在管理我們的一般廢棄物時，我們在辦公室及宿舍採用「3R」原則（即「減少、重用及回收」）。一般廢棄物由當地衛生 部門集中收集及處理，以便廢棄物得到妥善處置。非機密文件、書籍、紙箱及塑料瓶以及食物垃圾將與廢棄物分開處理 用於回收。我們在營運中亦產生少量有害廢棄物，主要為廢棄電池、燈管及廢油。我們委聘合資格第三方根據當地相關 法律及法規收集及處理該等有害廢棄物。對於若干空墨盒，我們會通過添加墨粉來重複使用。 為減少我們排放的生活污水，我們在湖北的高速公路辦公室設有內部廢水處理廠，以處理我們設施產生的廢水，且處 理後的水可重新用於綠化及養魚。 溫室氣體排放 本集團的溫室氣體排放主要來自燃料使用及外購電力。我們的主要燃料消耗包括汽車所使用的柴油和汽油，以及食堂 所使用的液化石油氣（「液化石油氣」）及天然氣。儘管溫室氣體排放對我們的營運而言並不重大，我們仍致力透過於本 環境、社會及管治報告中下文「資源使用」一節所述的不同節能措施減少碳排放。 二零二二年環境排放物概要 我們於二零二二年的環境排放物詳情如下： | --- | --- | --- | --- | |-------------------------|----- ...

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， 對其準確性或完備性亦無發表聲明，並表明不會就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。 HUAYU EXPRESSWAY GROUP LIMITED 華 昱 高 速 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1823） 澄清公告 茲提述華昱高速集團有限公司（「本公司」）日期為二零二三年三月三十日截至二 零二二年十二月三十一日止年度全年業績公告（「該公告」）。除文義另有規定外， 本公告所用詞彙與該公告內所界定者具有相同涵義。 董事會謹此澄清特別中期股息的支付日期，以及該公告中文版第29頁「業務回顧－ 特別中期股息」一段將更改如下（修改部分以下劃線標示）： 「特別中期股息 經考慮本集團的業務、財務及現金流量狀況，本集團於二零二三年三月二日 向本公司股東宣派特別中期股息每股0.121港元。股息將於二零二三年四月 二十五日或前後支付。」 董事會確認，上述澄清內容並不影響該公告內所載的其他資料及內容。 承董事會命 華昱高速集團有限公司 ...