年報 2024 2024 Annual Report 2024 目 錄 | 2 | 公司資料 | 47-50 | 獨立核數師報告 | | --- | --- | --- | --- | | 3 | 公司簡介 | 51 | 綜合損益表 | | 4-5 | 釋 義 | 52 | 綜合全面收益表 | | 6 | 主席致辭 | 53-54 | 綜合財務狀況表 | | 7 | 財務摘要 | 55 | 綜合權益變動表 | | 8-13 | 管理層討論及分析 | 56-57 | 綜合現金流量表 | | 14-18 | 董事及高級管理層簡介 | 58-119 | 綜合財務報表附註 | | 19-33 | 董事會報告 | 120 | 五年財務概要 | | 34-46 | 企業管治報告 | | | 公司資料 董事會 執行董事 Peter Brendon Wyllie先 生 （主 席） 侯皓瀧先生 Adriaan Johannes Basson先 生 （於 二 零 二 四 年 十 月 四 日 獲 委 任） 閆 海 亭 先 生（於 二 零 二 四 年 五 月 三 十 一 日 辭 任） Wei –Ming Shen博 士 （自 二 零 ...

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 會 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的任何損失承擔任何責任。 SANERGY GROUP LIMITED 昇能集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2459） 截至二零二四年十二月三十一日止年度 之全年業績公告 昇 能 集 團 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事（「董 事」） 會（「董事會」）欣 然 宣 佈 本 公 司 及 其 附 屬 公 司 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度（「二零二四財政年度」）之 經 審 核 綜 合 業 績 連 同 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度（「二零二三財政年度」）之 比 較 數 字。 財務摘要 | | | 截至十二月三十一日 | | | --- | --- | --- | --- | | | | 止年度 | | | | 二零二四年 | 二零二三 ...

Company Operations and Market Position - The company operates as a global manufacturer of ultra-high power graphite electrodes, serving over 25 countries, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[7]. - The company has a total production capacity of 46,000 metric tons across its facilities in Italy and China, allowing it to flexibly meet global demand for graphite electrodes[7]. - The company has established regional sales teams focused on the Americas, EMEA, Asia-Pacific, and China to support customer needs[8]. - The company is strategically positioned to address current challenges in the graphite electrode market through its investments and technological advancements[8]. Investment and Development - In mid-April 2024, the company held a groundbreaking ceremony for its anode production facility in Italy, aiming to establish advanced production technology comparable to Chinese standards[8]. - The company is investing in the development of silicon-based anode materials in China, positioning itself as part of the next generation of anode material production technology[8]. - The company is committed to diversifying investments in graphite anode materials as a natural business expansion, with a groundbreaking ceremony for a production facility held in Italy in the first half of 2024[14]. - The company is advancing the Narni graphite anode materials project to capitalize on opportunities in the European new energy market, with an allocation of approximately HKD 15 million for development and expansion[45]. Financial Performance - Revenue decreased from approximately $43.7 million in the first half of 2023 to about $32.1 million in the first half of 2024, primarily due to a drop in average selling price of graphite electrodes from approximately $4,549 per ton to about $3,316 per ton[15]. - The average selling price of graphite electrodes fell by approximately 27.1% year-on-year, while sales volume slightly increased to 9,682 tons from 9,603 tons[15]. - Cost of sales increased from approximately $38.4 million in the first half of 2023 to about $40.2 million in the first half of 2024, with average cost per ton rising from approximately $3,997 to about $4,154[16]. - Gross loss amounted to approximately $8.1 million in the first half of 2024, compared to a gross profit of about $5.3 million in the same period of 2023, resulting in a gross loss margin of approximately 25.3%[17]. - The company reported a loss attributable to owners of approximately $14.4 million in the first half of 2024, up from about $4.2 million in the same period of 2023[21]. - The company reported revenue of $32,101 thousand for the six months ended June 30, 2024, a decrease of 26.4% compared to $43,685 thousand for the same period in 2023[56]. - The company incurred a loss attributable to ordinary equity holders of $14,368 thousand, compared to a loss of $4,224 thousand for the same period in 2023[86]. Cash Flow and Financial Position - In the first half of 2024, the operating cash flow was approximately $5.4 million, compared to $4.7 million in the first half of 2023[22]. - As of June 30, 2024, cash and cash equivalents were approximately $22.3 million, down from $29.6 million as of December 31, 2023[22]. - The company reported a pre-tax loss from operating activities of $16,639,000 for the six months ended June 30, 2024[65]. - The company generated a net cash inflow from operating activities of $5,423,000 for the six months ended June 30, 2024[65]. - The company incurred a total cash outflow from financing activities of $10,930,000 during the same period[65]. Debt and Equity Management - As of June 30, 2024, the total interest-bearing bank and other borrowings amounted to approximately $28.4 million, down from $38.7 million as of December 31, 2023[23]. - The debt-to-equity ratio decreased from approximately 26.1% on December 31, 2023, to about 21.6% on June 30, 2024, due to a net repayment of interest-bearing borrowings[24]. - The company has no significant contingent liabilities as of June 30, 2024[27]. - The company reported a decrease in deferred tax liabilities from $8,827,000 in 2023 to $7,942,000 in 2024, a reduction of approximately 10%[60]. Operational Efficiency and Cost Management - Administrative expenses increased by approximately 8.9% to about $5.8 million in the first half of 2024, mainly due to ongoing development costs for graphite anode material expansion projects[18]. - The company has maintained strict control over outstanding receivables, with overdue balances reviewed regularly by senior management[91]. - The company aims to minimize credit risk through a dedicated credit monitoring department[91]. Corporate Governance and Compliance - The audit committee confirmed the completeness and accuracy of the interim report and financial statements for the first half of 2024[50]. - The company has complied with the corporate governance code throughout the reporting period[49]. Shareholder Information - The company’s stock is listed on the Hong Kong Stock Exchange under the stock code 2459[5]. - The company did not declare any interim dividends for the first half of 2024 and 2023[48]. - The company did not issue any potential dilutive ordinary shares during the reporting period[86].

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 的 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 SANERGY GROUP LIMITED 昇 能 集 團 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：2459） 有關本公司 截至二零二三年十二月三十一日止年度年報的補充公告 茲提述(i)昇能集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）日期為二 零二二年十二月三十日的招股章程（「招股章程」）；及(ii)本公司截至二零二三年十 二月三十一日止年度的年報（「年報」）。除另有界定外，本公告所用詞彙與招股章 程及年報所界定者具有相同涵義。 董事會謹此向年報提供更多有關控股股東所作出不競爭承諾的資料。 誠 如 招 股 章 程 第 352 頁 所 披 露 ， 控 股 股 東 將 在 本 公 司 年 報 中 就 遵 守 不 競 爭 契 據 中 承諾的情況作出年度聲明。董事會謹此就年報「企業管治報告」一節作出補充，並 提供 ...

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 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 會 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 的 任 何 損 失 承 擔 任 何 責 任。 SANERGY GROUP LIMITED 昇能集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2459） 截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 及 更 改 上 市 所 得 款 項 用 途 昇 能 集 團 有 限 公 司（「本 公 司」，連 同 其 附 屬 公 司 統 稱「本 集 團」）董 事（「董 事」） 會（「董 事 會」）欣 然 宣 佈 本 集 團 截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月（「報 告 期 間」）或（「二 零 二 四 年 上 半 年」）之 未 經 審 核 綜 合 業 績 連 同 截 至 二 零 二 三 年 六 月 ...

Global Operations and Production Facilities - The company has a global customer base spanning over 25 countries, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[8] - The company operates production facilities in Italy and China with a combined annual capacity of 46,000 metric tons[8] - In December 2023, the company initiated a brownfield GAM project in Europe with a planned annual production capacity of 20,000 metric tons[8] - The company's strategic decision to establish its own GAM production facility in Europe aligns with future market trends[8] - The company is investing in GAM production in Europe and silicon-based anode material R&D in China as part of its diversification strategy[12] - A groundbreaking ceremony for the anode production facility in Italy is scheduled for mid-April 2024[12] - The company plans to become one of the first or earliest graphite anode producers in the European market[12] Financial Performance and Revenue - Revenue from core graphite electrode business decreased by 37.4% to $72.3 million in FY2023 compared to FY2022, primarily due to reduced sales volume[12] - Gross profit margin dropped significantly from 22.5% in FY2022 to 1.2% in FY2023[14] - The company reported a net loss of $15.476 million in FY2023, compared to a net profit of $7.496 million in FY2022[14] - Revenue from EMEA region accounted for 53.0% of total revenue in FY2023, down from 44.7% in FY2022[15] - Revenue from China decreased to $12.907 million (17.9% of total) in FY2023 from $27.871 million (24.1% of total) in FY2022[15] - Revenue decreased by 37.4% to $72.3 million in FY2023 compared to FY2022, primarily due to weak customer demand and downstream supply chain destocking[17] - Graphite electrode sales volume decreased by 29.6% in FY2023 compared to FY2022, with all regions experiencing revenue declines[17] - Gross margin dropped significantly from 22.5% in FY2022 to 1.2% in FY2023, mainly due to lower average selling prices, reduced sales volume, and increased average cost per ton[21] - Revenue for 2023 decreased to $72.292 million from $115.521 million in 2022, representing a significant decline[139] - Gross profit for 2023 dropped sharply to $841 thousand from $26.028 million in 2022[139] - The company reported a net loss of $15.476 million in 2023, compared to a net profit of $7.496 million in 2022[139] - Basic and diluted loss per share for 2023 was 1.6 cents, compared to earnings of 0.9 cents per share in 2022[139] - Administrative expenses increased to $12.081 million in 2023 from $9.118 million in 2022[139] - Financing costs rose to $3.653 million in 2023 from $2.626 million in 2022[139] - The company incurred discretionary listing bonus expenses of $3.045 million in 2023, which were not present in 2022[139] - Other income increased to $691 thousand in 2023 from $358 thousand in 2022[139] - The company received an income tax credit of $6.850 million in 2023, compared to an income tax expense of $1.692 million in 2022[139] - The company reported a net loss of $15.476 million for 2023, compared to a net profit of $7.496 million in 2022[140] - Total comprehensive expenses attributable to the company's owners amounted to $15.826 million in 2023, a significant increase from $2.072 million in 2022[140] - The company's total revenue from external customers in 2023 was $72,292 thousand, a decrease from $115,521 thousand in 2022[177] - Revenue from the Americas region dropped to $19,326 thousand in 2023 from $33,484 thousand in 2022[177] - Revenue from the EMEA region decreased to $38,319 thousand in 2023 from $51,664 thousand in 2022[177] - Revenue from China fell to $12,907 thousand in 2023 from $27,871 thousand in 2022[177] - Revenue from the Asia-Pacific region (excluding China) declined to $1,740 thousand in 2023 from $2,502 thousand in 2022[177] Assets and Liabilities - Non-current assets in China increased to $64.836 million (56.3% of total) in FY2023 from $52.168 million (49.8% of total) in FY2022[16] - Cash and cash equivalents as of December 31, 2023, were $29.6 million, up from $11.7 million in 2022[28] - Total interest-bearing bank and other borrowings as of December 31, 2023, were $38.7 million, compared to $30.2 million in 2022[28] - The company's debt-to-equity ratio increased from 22.7% in 2022 to 26.1% in 2023[29] - Capital expenditures for 2023 were approximately $13.6 million, primarily for property, plant, and equipment additions[31] - Property, plant, and equipment increased to $100.053 million in 2023 from $93.131 million in 2022[141] - Cash and cash equivalents rose to $29.620 million in 2023, up from $11.652 million in 2022[141] - Total assets minus current liabilities stood at $163.483 million in 2023, compared to $160.328 million in 2022[142] - The company's total equity increased to $148.493 million in 2023 from $132.917 million in 2022[142] - The company issued 816.6 million ordinary shares through a capitalization issue in 2023[144] - The company's reserves, including comprehensive reserves, totaled $138.393 million in 2023, up from $132.807 million in 2022[144] - The company's non-current assets in China increased to $64,836 thousand in 2023 from $52,168 thousand in 2022[178] - Non-current assets in the EMEA region slightly decreased to $50,241 thousand in 2023 from $50,739 thousand in 2022[178] - The company's inventory value at the end of 2023 was $57,024 thousand, down from $58,605 thousand in 2022[175] - The provision for inventory write-down to net realizable value increased significantly to $3,366 thousand in 2023 from $75 thousand in 2022[175] Corporate Governance and Leadership - The company's board of directors includes executive and non-executive members, with changes in appointments and resignations noted in 2023 and 2024[3] - The company's audit committee includes members such as Mr. Zheng Diao and Ms. Chen Chuwen, with changes noted in 2023[4] - Peter Brendon Wyllie, an executive director, oversees business strategy execution and legal advisory work, and holds directorships in multiple subsidiaries of the company[36] - Wei-Ming Shen, the CEO, will retire from his executive director role effective March 31, 2024, and step down as CEO on May 1, 2024[37] - Shen has over 38 years of experience in graphite technology, production, sales, and business management, and previously held senior roles at GrafTech International Holdings Inc. and Oregon Material Technology Group[38] - Min Haiting, an executive director, is responsible for corporate finance, mergers and acquisitions, and bank financing, with extensive experience in banking and corporate finance[38] - Haiting previously served as the Chief Representative of the People's Bank of China in Europe and held executive roles at China Agricultural Bank (UK) Limited and China First Capital Group[39] - Hou Haolong, aged 46, joined the group in February 2012 and was appointed as an executive director on March 29, 2021. He is responsible for business foundation development, product innovation, and business strategy[40] - Wang Ping, aged 53, joined the group in August 2019 and was appointed as a non-executive director in October 2019. He has over 20 years of experience in corporate finance, auditing, and financial management[41] - Zheng Dajiao, aged 52, was appointed as an independent non-executive director on December 19, 2022. He has extensive experience in management, financial reporting, and management accounting[42] - Wei Mingde, aged 57, was appointed as an independent non-executive director on December 19, 2022. He is the chairman of Ande Capital and the Asia Green Tech Fund[43] - Chen Chuwen, aged 45, was appointed as an independent non-executive director on December 19, 2022. She has over 19 years of professional experience in accounting and corporate finance[43] - Feng Jianguo, aged 58, joined the group in March 2016 as the Chief Technology Officer. He is responsible for monitoring project implementation and providing technical support[45] - Lin Luofeng, aged 36, joined the group in June 2023 as the Chief Financial Officer. He has over 10 years of experience in corporate finance, financial management, accounting, and audit certification[45] - The company's registered office is located in the Cayman Islands, with headquarters and primary business locations in China and Hong Kong[6] - The company's major correspondent banks include Wells Fargo Bank, N.A. and Credit Suisse (Switzerland) Ltd.[7] - The company's stock code is 2459 and its website is www.sanergygroup.com[7] - The company did not recommend a final dividend for the 2023 fiscal year, compared to zero dollars in the 2022 fiscal year[48] - The company has distributable reserves of $27,760,000 as of December 31, 2023, including share premium of $28,812,000, accumulated losses of $952,000, and other debit reserves of $100,000[56] - The company donated RMB 18,000 to various charitable organizations during the 2023 fiscal year to support local community development[55] - The company's main business is the manufacturing and sales of graphite electrodes, with performance analysis by operating segment detailed in the consolidated financial statements[47] - The company's property, plant, and equipment changes for the 2023 fiscal year are detailed in the consolidated financial statements[54] - The company has no predetermined dividend payout ratio, and any future dividends will be determined by the board based on operational and profit conditions, capital requirements, and financial status[48] - The company's environmental, social, and governance (ESG) activities for 2023 are detailed in a separate ESG report published alongside the annual report[53] - The company's five-year financial performance and summary of assets and liabilities are outlined on page 116 of the annual report[57] - The company has no significant disputes with employees, customers, or suppliers during the 2023 fiscal year[52] - The company's related party transactions for the 2023 fiscal year are detailed in the consolidated financial statements[58] - Otautahi Capital Inc. holds 730,000,000 shares, representing 72.28% of the company's total issued shares of 1,010,000,000 as of December 31, 2023[64][66] - The company's share option plan has an authorized limit of 100,000,000 shares, representing 9.9% of the total issued shares as of the annual report date[72] - No share options have been granted under the share option plan since its adoption on December 19, 2022[69] - The share option plan aims to provide eligible participants with personal equity ownership opportunities and incentivize their contributions to the company's performance and growth[70] - The maximum number of shares that can be issued under the share option plan and any other company plan is 100,000,000 shares[72] - No director or senior executive has any interest in competing businesses that require disclosure under the listing rules[68] - The company's share option plan includes provisions to limit individual participants from acquiring more than 1% of the company's issued share capital within any 12-month period[73] - Share options granted to major shareholders or independent non-executive directors exceeding 0.1% of the issued shares require shareholder approval[73] - The company's global offering net proceeds amounted to approximately HKD 186.7 million, with 34.8% allocated for the acquisition of Tai Gu assets, 55.2% for upgrading production systems in Italy, China, and San Li assets, and 10.0% for working capital and general corporate purposes[79][80] - The company's top five customers accounted for 48.7% of total sales, with the largest customer contributing 17.4%. The top five suppliers accounted for 61.9% of total procurement, with the largest supplier contributing 19.0%[82] - The company's employee costs for the 2023 fiscal year were approximately USD 14.4 million, compared to USD 9.6 million in the 2022 fiscal year, with a total of 211 employees as of December 31, 2023[84] - The company's share option plan is valid for ten years from December 19, 2022, to December 18, 2032, with a minimum vesting period of 12 months for options granted under the plan[76][78] - The exercise price for any specific share option must not be less than the higher of the closing price on the grant date or the average closing price for the five business days preceding the grant date[77] - The company has not entered into any equity-linked agreements that would require the issuance of shares as of December 31, 2023[78] - The company's share option plan allows for accelerated vesting under special circumstances, such as death, disability, or performance-based conditions[76] - The company's share option plan requires a consideration of USD 1.00 for the grant of options, which must be accepted within 28 days of the grant date[75] - The company's share option plan permits the grant of options to eligible participants, with the number of shares determined by the board, subject to the plan's terms[74] - The company's share option plan allows for the grant of options to new hires as compensation for forfeited options from previous employers, with a vesting period of less than 12 months[76] - The company has purchased and maintained appropriate insurance to cover potential legal liabilities for directors and senior officers while performing their duties[87] - The public shareholding of the company remains at a sufficient level as required by the listing rules[87] - The company established an audit committee on December 16, 2022, with terms of reference in compliance with the Corporate Governance Code[87] - The company replaced Ernst & Young with Deloitte as its auditor effective July 31, 2023, due to a disagreement over audit fees for the fiscal year ending December 31, 2023[88] - Deloitte audited the company's consolidated financial statements for the 2023 fiscal year and is eligible for re-appointment at the 2024 Annual General Meeting[89] - The company adheres to the principles and code provisions of the Corporate Governance Code, with the roles of Chairman and CEO separated as required[91] - The Board of Directors consists of 8 members, including 4 executive directors, 1 non-executive director, and 3 independent non-executive directors as of December 31, 2023[93] - The company ensures that at least one-third of the Board members are independent non-executive directors, in compliance with the listing rules[95] - Non-executive directors, including independent non-executive directors, are appointed for fixed terms, with one-third of the directors required to retire by rotation at each Annual General Meeting[96] - The company has arranged appropriate insurance to cover legal actions against directors and senior officers, with the Board approving a procedure for directors to seek independent professional advice at the company's expense[98] - All directors participated in appropriate continuous professional development activities during the 2023 fiscal year, including attending training sessions and reviewing materials related to the company's business, director responsibilities, and corporate governance[99] - The company held a total of 9 board meetings and 1 shareholders' meeting in the 2023 fiscal year, with attendance records provided for each director[100][101] - The Remuneration Committee held 1 meeting in the 2023 fiscal year, with all members attending[102][103] - The Nomination Committee held 1 meeting in the 2023 fiscal year, with all members attending[106][107] - The company has adopted a Board Diversity Policy, aiming to achieve a diverse board composition, including at least one member of a different gender[108][109] - The gender ratio of the company's employees (including senior management) was approximately 7:1 (male:female) as of December 31, 2023[110] - The audit committee held 3 meetings in the 2023 fiscal year, with all members attending all meetings[111][112] - The company paid $256,000 for audit services and $26,000 for non-audit services in the 2023 fiscal year[114] - The environmental, social, and governance (ESG) committee held 1 meeting in the 2023 fiscal year, with all members attending[115][116] - The company's financial statements for the 2023 fiscal year were audited by Deloitte Touche Tohmatsu[114] - The audit committee reviewed the company's 2022 fiscal year annual results and the interim report for the six months ended June 30, 2023[113] - The ESG committee reviewed the company's 2022 fiscal year ESG report and results[116] - The company has a risk management and internal control system in place to manage risks related to achieving strategic objectives[119][120] - The company conducted an annual risk assessment, identifying and prioritizing major risks that could impact strategic objectives[120] - The company does not have an internal audit department but hires external independent professional firms when necessary[120] - The board of directors is responsible for the company's risk management and internal control systems[119][120] - The company has established and maintained a robust risk management and internal control system, which was deemed effective and adequate for the 2023 fiscal year[121] - The company has implemented an insider information disclosure policy to manage and control the dissemination of insider information[122] - The company has strengthened investor relations by arranging visits to factories and meetings with institutional investors, potential investors, financial analysts, and fund managers[124] -

Financial Performance - For the fiscal year ending December 31, 2023, the company reported revenue of approximately $72.3 million, a decrease of about 37.4% compared to $115.5 million in the fiscal year 2022[2]. - The gross profit for the fiscal year 2023 was $841,000, resulting in a gross margin of 1.2%, down from 22.5% in the previous year[2][4]. - The company recorded a net loss attributable to owners of approximately $15.5 million in FY2023, primarily due to reduced gross profit, increased administrative expenses, and financial costs[14]. - Adjusted net loss was approximately $10.8 million in FY2023, compared to a profit of $8.7 million in FY2022, reflecting the impact of listing expenses and employee bonuses[15]. - Revenue decreased from approximately $115.5 million in FY2022 to about $72.3 million in FY2023, primarily due to a drop in sales volume from approximately 24,184 tons to about 17,015 tons and a decrease in average selling price per ton from $4,777 to $4,249[8]. - Gross profit significantly declined from approximately $26.0 million in FY2022 to about $0.8 million in FY2023, with gross margin dropping from approximately 22.5% to about 1.2%[10]. - The company reported a pre-tax loss of $68,160,000 in 2023, compared to a loss of $89,493,000 in 2022, reflecting a 23.8% improvement[45]. - The company reported a significant increase in financial costs, rising to $3,653,000 in 2023 from $2,626,000 in 2022[28]. Operational Highlights - The sales volume of the company's products decreased by 29.6% in fiscal year 2023 due to soft customer demand and downstream supply chain destocking[3]. - The company plans to enhance its annual production capacity in the core graphite anode business to prepare for market recovery[5]. - The company has initiated a brownfield GAM project in Europe, with a planned annual production capacity of 20,000 tons[6]. - The investment in Hubei Haoyang Technology Co., Ltd. aims to further expand the company's presence in the GAM market in Europe[6]. - The company plans to actively execute measures to provide attractive value propositions to customers and drive downstream industry transformation into sustainable value chains[7]. - The company remains confident in its ability to navigate the current market situation and is optimistic about the long-term prospects of its core businesses[7]. Cash Flow and Financial Position - Cash flow from operating activities was a net amount of $6.1 million in FY2023, compared to $5.4 million in FY2022[17]. - As of December 31, 2023, the group's cash and cash equivalents amounted to approximately $29.6 million, up from $11.7 million on December 31, 2022[18]. - The total interest-bearing bank and other borrowings as of December 31, 2023, were approximately $38.7 million, an increase from $30.2 million on December 31, 2022[18]. - The group's equity and liabilities as of December 31, 2023, were approximately $148.5 million and $77.6 million, respectively, compared to $132.9 million and $72.9 million on December 31, 2022[18]. - The debt-to-equity ratio increased from approximately 22.7% on December 31, 2022, to approximately 26.1% on December 31, 2023, primarily due to the increase in interest-bearing borrowings[19]. - Capital expenditures for the fiscal year 2023 were approximately $13.6 million, primarily for the acquisition of properties, plants, and equipment[21]. Taxation and Liabilities - The group reported a tax expense of approximately $6,850,000 for the year ended December 31, 2023, compared to $1,692,000 in 2022, reflecting a significant increase in tax liabilities[52]. - The group has a deferred tax asset of approximately $4,610,000 resulting from the carryforward of net operating losses in the U.S. for the year ended December 31, 2022[52]. - The group did not declare any dividends to shareholders for the years ended December 31, 2023, and 2022, indicating a focus on retaining earnings[53]. - As of December 31, 2023, trade payables amounted to $7,200 thousand, a decrease from $12,314 thousand in 2022, with overdue amounts significantly reduced[59]. Corporate Governance and Compliance - The company has adhered to corporate governance rules since its listing on January 17, 2023, ensuring a clear separation of roles between the chairman and the CEO[64]. - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting principles and practices adopted by the group for the fiscal year 2023[66]. - The group has not experienced significant changes in its main business operations as of December 31, 2023[33]. - The financial statements are presented in US dollars, which is also the functional currency of the company[33]. Market and Future Outlook - The company anticipates continued pressure on the global economy in the short term, but remains optimistic about long-term growth driven by global carbon neutrality initiatives[5]. - The company expects that the global steel production capacity will significantly increase over the next three years, with electric arc furnace projects accounting for approximately 50.5% of the total[5].

Company Overview - The company ranks seventh globally in the production of ultra-high power graphite electrodes with a market share of approximately 1.4% as of 2021[11]. - The company has production facilities in Italy and China with actual annual production capacities of 21,000 tons and 14,000 tons respectively[11]. - The company aims to support the transition from blast furnace steelmaking to electric arc furnace steelmaking, which currently dominates steel production globally at 70%[11]. - The company is committed to providing high-quality ultra-high power graphite electrodes as a key industrial material for electric arc furnace steel manufacturers[11]. - The company has established a strong sales and distribution network to ensure product availability across various regions including the Americas, EMEA, Asia-Pacific, and China[12]. - The company has a diverse customer base spanning over 25 countries, including major electric arc furnace steel manufacturers[11]. - The company is actively engaged in research and development for new products and technologies to enhance its market position[11]. - The company is exploring market expansion opportunities to strengthen its global presence[11]. Financial Performance - The company's revenue decreased from approximately $59.7 million in the first half of 2022 to about $43.7 million in the first half of 2023, a decline of approximately 26.8%[22]. - Sales volume dropped from around 12,456 tons in the first half of 2022 to 9,603 tons in the first half of 2023, a decrease of about 22.9%[22]. - The average selling price slightly decreased from approximately $4,793 per ton in the first half of 2022 to about $4,549 per ton in the first half of 2023[22]. - Gross profit fell from approximately $15.6 million in the first half of 2022 to about $5.3 million in the first half of 2023, with the gross margin decreasing from about 26.1% to 12.1%[24]. - The total sales cost reduced from approximately $44.1 million in the first half of 2022 to $38.4 million in the first half of 2023[19]. - The company recorded a loss attributable to owners of approximately $4.2 million in the first half of 2023, compared to a profit of about $6.5 million in the same period of 2022[19]. - The company's profit attributable to owners decreased from approximately $6.5 million in the first half of 2022 to a loss of approximately $4.2 million in the first half of 2023, primarily due to a decline in gross profit and increases in administrative and financing costs[27]. - Adjusted net profit (loss) under non-Hong Kong Financial Reporting Standards was $476 thousand for the first half of 2023, compared to $7.1 million for the same period in 2022[28]. - The company reported a loss before tax of $9,063 thousand, compared to a profit of $7,930 thousand in the previous year[60]. - The company reported a net cash flow from operating activities of $(4,746) thousand for the six months ended June 30, 2023, compared to $(9,063) thousand in the same period of 2022[71]. Production Capacity and Expansion - The company plans to expand its production capacity from the current 35,000 tons to 46,000 tons through acquisitions in Shanxi Province, and aims to further increase it to 68,000 tons through a joint venture in Henan Province[20]. - A joint venture agreement was established on May 16, 2023, with a registered capital of RMB 100 million, where the company will hold a 37% stake[36]. - The joint venture aims to expand the annual production capacity of ultra-high power graphite electrodes to 40,000 tons in Huixian City, Henan Province[37]. - On July 6, 2023, the company’s subsidiary signed an asset purchase agreement to acquire assets for approximately RMB 80.5 million, which is expected to increase the annual production capacity of graphite electrodes from 35,000 tons to 46,000 tons[45]. Cash Flow and Financial Position - As of June 30, 2023, the company's cash and cash equivalents were approximately $28.3 million, up from $11.7 million as of December 31, 2022[30]. - Total interest-bearing bank and other borrowings amounted to approximately $30.0 million as of June 30, 2023, compared to $30.2 million as of December 31, 2022[31]. - The company's debt-to-equity ratio improved from approximately 22.7% as of December 31, 2022, to approximately 18.8% as of June 30, 2023[32]. - Capital expenditures during the reporting period were approximately $2.7 million, primarily for the expansion of operations[34]. - The company reported total liabilities decreased to $70,224 thousand from $73,934 thousand at the end of 2022, reflecting a reduction in interest-bearing bank borrowings[66]. - The company's equity attributable to owners increased to $159,304 thousand from $132,917 thousand at the end of 2022[67]. Corporate Governance and Compliance - The company has complied with the corporate governance code since its listing on January 17, 2023, ensuring a clear division of roles between the chairman and the CEO[51]. - The audit committee, consisting of three independent non-executive directors, has reviewed the interim results and found no issues with the accounting principles and practices adopted[54]. - The interim financial statements have been reviewed by Deloitte, confirming compliance with applicable accounting standards[58]. Employee and Management Costs - Employee costs for the period amounted to approximately USD 8.3 million, compared to USD 4.5 million for the same period last year, indicating a 84.4% increase[50]. - Total remuneration for key management personnel increased to $2,526,000 in the first half of 2023, up from $446,000 in the same period last year, driven by higher short-term employee benefits and discretionary bonuses[126]. Share Capital and Ownership - As of June 30, 2023, the company has issued a total of 1,000,000,000 shares, with Mr. Hou Haomeng holding 750,000,000 shares, representing 75% ownership[40]. - Otautahi Capital Inc., Otautahi Holdings Limited, and Otautahi Enterprises Trust collectively hold 750,000,000 shares, representing 75% ownership, indicating a concentrated ownership structure[42]. - The group issued 172,400,000 ordinary shares at $0.21 each, raising a total of $35,364,000, which increased the share capital and share premium by $1,724,000 and $33,640,000 respectively[116]. Market and Revenue Analysis - Revenue for the six months ended June 30, 2023, was $43,685,000, a decrease of 26.9% from $59,706,000 in the same period of 2022[81]. - Revenue from the Americas increased to $13,578,000 in 2023 from $12,989,000 in 2022, reflecting a growth of 4.5%[79]. - Revenue from EMEA decreased to $23,272,000 in 2023 from $28,752,000 in 2022, a decline of 19.0%[79]. - Revenue from China dropped significantly to $6,771,000 in 2023 from $15,698,000 in 2022, a decrease of 56.9%[79].

Financial Performance - For the six months ended June 30, 2023, the company reported revenue of approximately $43.7 million, a decrease of 26.8% compared to $59.7 million in the same period of 2022[2]. - Gross profit for the same period was $5.3 million, down 65.9% from $15.6 million year-on-year, resulting in a gross margin of 12.1%, down from 26.1%[2]. - The company recorded a loss attributable to owners of approximately $4.2 million, compared to a profit of $6.5 million in the previous year, marking a 164.7% decline[4]. - Revenue decreased from approximately $59.7 million in the first half of 2022 to about $43.7 million in the first half of 2023, primarily due to a drop in sales volume from approximately 12,456 tons to 9,603 tons[8]. - The group reported a revenue of $43.685 million for the six months ended June 30, 2023, compared to $59.706 million for the same period in 2022[24]. - The gross profit for the same period was $5.301 million, down from $15.564 million in the previous year[24]. - The net loss attributable to the company's owners for the six months ended June 30, 2023, was $4.224 million, compared to a profit of $6.533 million for the same period in 2022[24]. - Total comprehensive expenses for the six months ended June 30, 2023, amounted to $(5,015) thousand, compared to $(3,088) thousand for the same period in 2022, reflecting an increase in expenses[25]. Sales and Market Conditions - The company observed a 22.9% decrease in sales volume of its products in the first half of 2023 compared to the same period in 2022, attributed to suppressed customer demand and inventory destocking[3]. - The global economic growth rate is projected to slow to about 3.0% in 2023, down from approximately 3.5% in 2022, impacting demand in the steel industry[3]. - Revenue from the Americas for the six months ended June 30, 2023, was $13,578,000, compared to $12,989,000 in 2022, showing an increase of about 4.5%[36]. - Revenue from EMEA for the six months ended June 30, 2023, was $23,272,000, down from $28,752,000 in 2022, indicating a decrease of approximately 19.0%[36]. - Revenue from China for the six months ended June 30, 2023, was $6,771,000, a significant drop from $15,698,000 in 2022, reflecting a decline of about 56.9%[36]. Cost and Expenses - The company’s total sales cost decreased from $44.1 million in the first half of 2022 to $38.4 million in the first half of 2023, reflecting adjustments in production plans[3]. - Total employee benefit expenses increased to $5,667,000 in 2023 from $2,374,000 in 2022, reflecting a significant rise of approximately 138%[44]. - The cost of goods sold was $38,384,000 for the six months ended June 30, 2023, down from $44,142,000 in 2022, indicating a decrease of about 13%[42]. - Depreciation expenses for property, plant, and equipment amounted to $2,020,000 in 2023, compared to $2,209,000 in 2022, showing a decrease of about 9%[42]. Financial Position - As of June 30, 2023, the group's cash and cash equivalents amounted to approximately $28.3 million, up from $11.7 million as of December 31, 2022[16]. - The total interest-bearing bank and other borrowings were approximately $30.0 million as of June 30, 2023, slightly down from $30.2 million as of December 31, 2022[16]. - The equity and liabilities as of June 30, 2023, were approximately $159.3 million and $70.2 million, respectively, compared to $132.9 million and $72.9 million as of December 31, 2022[16]. - The debt-to-equity ratio decreased from approximately 22.7% as of December 31, 2022, to about 18.8% as of June 30, 2023, primarily due to an increase in total equity following the company's listing in January 2023[17]. - Current assets increased to $117,921 thousand as of June 30, 2023, compared to $98,814 thousand at the end of 2022, representing a significant rise of about 19.3%[26]. - The company's equity attributable to owners increased to $159,304 thousand as of June 30, 2023, from $132,917 thousand at the end of 2022, showing a growth of approximately 19.9%[28]. Investments and Expansion Plans - The company plans to expand its production capacity from the current 35,000 tons to 46,000 tons through acquisitions in Shanxi Province, China, and aims to further increase capacity to 68,000 tons through a joint venture agreement[6]. - The group entered into a joint venture agreement on May 16, 2023, to establish a limited partnership in China with a registered capital of RMB 100 million, where the group will contribute RMB 37 million[21]. - The joint venture aims to expand the group's production capacity in Henan Province to 40,000 tons of ultra-high power graphite electrodes annually[21]. - The company has invested its own funds in a Chinese company specializing in synthetic graphite anode materials, which has a strong customer base and R&D capabilities[7]. - The company aims to contribute to the global lithium-ion battery supply chain through its advancements in synthetic graphite anode materials[7]. Corporate Governance and Compliance - The company has complied with the corporate governance code since its listing on January 17, 2023, ensuring clear separation of roles between the chairman and the CEO[63]. - The company has adopted the Listing Rules Appendix 10 for the conduct of securities trading by directors, confirming compliance from the listing date until June 30, 2023[64]. - The Audit Committee consists of three independent non-executive directors, including Mr. Zheng Dajun as Chairman, Ms. Chen Chuwen, and Mr. Wei Mingde[65]. - The company's financial statements for the first half of 2023 have been reviewed and agreed upon by the auditors, Deloitte, in accordance with the relevant auditing standards[66]. Share Capital and Securities - The company issued an additional 172,400,000 ordinary shares at $0.21 per share, raising a total of $35,364,000[56]. - The company’s authorized share capital increased from $300,000 to $50,000,000 following a resolution passed on December 19, 2022[54]. - The net proceeds from the global offering amount to approximately HKD 186.7 million after deducting underwriting fees and related expenses[59]. - The intended use of proceeds includes paying for the acquisition of Tai Gu assets, which accounts for 34.8% of the total proceeds, amounting to HKD 65.0 million[60]. - The company plans to upgrade its facilities and systems, which will utilize 55.2% of the proceeds, totaling HKD 103.0 million[60].

Company Overview - The company ranks seventh globally in ultra-high power graphite electrode manufacturing with a market share of approximately 1.4% as of 2021[5]. - In China, the company ranks fourth among ultra-high power graphite electrode manufacturers with a market share of about 7.1%[5]. - The production capacity in Italy and China is 16,500 tons and 14,000 tons respectively, allowing the company to flexibly meet global customer demand[5]. - The company is committed to providing high-quality ultra-high power graphite electrodes as a key industrial material for electric arc furnace steel manufacturers[5]. - The company has a regional sales team focused on the Americas, EMEA, Asia-Pacific, and China markets to support various customer needs[5]. - The company has established a strong sales and distribution network to ensure product availability for customers[5]. Environmental Commitment - The transition from blast furnace steelmaking to electric arc furnace steelmaking is driven by global carbon neutrality goals, with electric arc furnaces being more environmentally friendly[5]. - The company aims to reduce emissions and waste while striving for cleaner production processes[5]. - The company is actively working on new strategies to contribute to a long-term green sustainable economy[5]. - The company emphasizes compliance with environmental regulations and aims to align its policies with local and international standards[46]. Financial Performance - The company recorded revenue of approximately $115.5 million for the fiscal year 2022, representing a growth of about 6.3% compared to the previous year[9]. - The average selling price of graphite electrodes increased by 21.6% from approximately $3,928 per ton in fiscal year 2021 to approximately $4,777 per ton in fiscal year 2022[13]. - Gross profit for the fiscal year 2022 was $26.0 million, up 14.0% from $22.8 million in the previous year, with a gross margin of 22.5%[12]. - Net profit attributable to shareholders was $7.5 million, a significant increase of 70.8% from $4.4 million in the previous year, resulting in a net profit margin of 6.5%[12]. - The total sales volume of graphite electrodes decreased from approximately 27,669 tons in fiscal year 2021 to approximately 24,184 tons in fiscal year 2022, primarily due to reduced sales in the Americas[13]. - The company reported a total equity of $132,917,000 in 2022, slightly down from $134,989,000 in 2021[141]. Strategic Initiatives - The company is exploring opportunities in the lithium battery anode market, indicating a strategic move towards diversification and growth[10]. - The company is in the process of acquiring Taigu assets to further enhance its production capacity in support of its expansion plans[9]. - The company plans to explore the production of graphite anode materials outside of its graphite electrode business, driven by the rapid growth of the global lithium-ion battery industry[16]. - The company anticipates leveraging diverse financing options post-listing to facilitate business growth and expand its customer base[10]. Corporate Governance - The company is listed on the stock exchange with the stock code 2459[4]. - The board includes members with diverse backgrounds in finance, management, and industry-specific expertise, which strengthens the company's governance[33][34][35][36][37]. - The company is committed to providing independent opinions to the board through its independent non-executive directors, ensuring transparency and accountability[34][35][36][37]. - The recent appointments of independent directors reflect the company's strategy to enhance its corporate governance and align with best practices in the industry[34][35][36][37]. - The company emphasizes high standards of corporate governance to protect shareholder interests and enhance corporate value[86]. Risk Management - The company has established a policy for insider information disclosure, ensuring compliance with relevant laws and regulations[119]. - The company has committed to maintaining effective risk management and internal control systems to protect shareholder investments[118]. - The internal audit team has evaluated the effectiveness of the internal control system for the fiscal year 2022, concluding that the system is adequate and effective[118]. - The company conducted a comprehensive risk assessment in December 2022, identifying multiple key risks that could impact strategic objectives[116]. Human Resources - The group employed approximately 210 staff members as of December 31, 2022, with total employee costs (including director remuneration) amounting to about $9.6 million, a decrease from $10.3 million in 2021[79]. - The gender ratio of the company's employees as of December 31, 2022, is approximately 77:23 (male: female)[106]. - The company has established a defined contribution retirement benefit plan for eligible employees, with contributions based on a percentage of basic salary[190]. Shareholder Engagement - The company emphasizes shareholder privacy and has multiple communication channels for shareholder engagement, including an annual general meeting[122]. - The company plans to hold its annual general meeting on May 16, 2023, with share transfer procedures suspended from May 10 to May 19, 2023[78]. Audit and Compliance - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2022[128]. - The total fees paid/ payable to Ernst & Young for the fiscal year 2022 are $340,000 for audit services and $315,000 for non-audit services, totaling $655,000[108]. - The audit report was issued by Ernst & Young, with the audit engagement partner being Zhou Xuefeng[136]. Financial Reporting Standards - The group adopted revised Hong Kong Financial Reporting Standards for the fiscal year, including HKFRS 3, HKAS 16, and HKAS 37, with no significant impact on financial performance due to the absence of business combinations during the year[150]. - The financial statements are presented in Hong Kong dollars, with the US dollar being the functional currency of the company[194]. - The group continues to monitor and evaluate its accounting policies to ensure compliance with the latest financial reporting standards[152].