股份代號：6836.HK (於英屬處女群島註冊成立的有限公司) 中期報告 2023 更多新鮮及 健康的選擇 | --- | --- | |------------------------|--------------------------| | 目 錄 | | | | | | 公司資料 | | | 管理層討論及分析 | | | 核數師獨立審閱報告 | | | 中期簡明綜合全面收益表 | | | 中期簡明綜合財務狀況表 | | | 中期簡明綜合權益變動表 | | | 中期簡明綜合現金流量表 | | | | 簡明綜合中期財務資料附註 | | 其他資料 | | 2 3 11 12 13 15 16 17 30 公司資料 | --- | --- | --- | |--------------------------------------------------------|------------------------------------------------------------------------------------------------|------------------------- ...

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。 Tianyun International Holdings Limited 天韵國際控股有限公司 （於英屬處女群島註冊成立的有限公司） （股份代號：6836） 截 至2023年6月30日止六個月之中期業績公告 | --- | --- | --- | |--------------|---------------|--------------| | | | | | 摘 要 | | | | | | | | | | 未經審核 | | | 截 至 6 月 30 | 日止六個月 | | | 2023 年 | 2022 年 | | | 人民幣百萬元 | 人民幣百萬元 | | 主要財務數據 | | | | 收 益 | 355.6 | 328.7 | | 毛 利 | 99.8 | 87.2 | | 毛利率 | 28.1% | 26.5% | | 純 利 | 143.0 | 53.3 | • 收益較2022年 同期上升8 ...

Financial Performance - For the fiscal year ending December 31, 2022, the company reported revenues of RMB 680.7 million, gross profit of RMB 189.8 million, and net profit of RMB 96.6 million, indicating a stable financial position[7]. - The group's revenue decreased from approximately RMB 871.6 million in the year ended December 31, 2021, to approximately RMB 680.7 million in the year ended December 31, 2022, a reduction of about RMB 190.9 million or 21.9%[14]. - Sales from the group's own brand products accounted for 57.4% of total revenue, with sales dropping from approximately RMB 500.7 million in 2021 to approximately RMB 390.5 million in 2022, a decrease of about RMB 110.2 million or 22.0%[15]. - Gross profit decreased from approximately RMB 235.1 million in 2021 to approximately RMB 189.8 million in 2022, a decline of RMB 45.3 million or 19.3%[17]. - Net profit increased from a loss of approximately RMB 0.9 million in 2021 to a profit of RMB 96.6 million in 2022, an increase of approximately RMB 97.5 million[23]. - The group recorded revenue of approximately RMB 680.7 million, gross profit of RMB 189.8 million, and net profit of RMB 96.6 million for the review year[75]. - Basic and diluted earnings per share for 2022 were RMB 0.098, compared to a loss of RMB 0.001 in 2021[137]. - Total assets as of December 31, 2022, were RMB 1,372,498 thousand, an increase from RMB 1,295,239 thousand in 2021[139]. - Cash and cash equivalents increased to RMB 659,630 thousand in 2022, up from RMB 490,106 thousand in 2021[139]. - Total equity attributable to equity holders rose to RMB 1,129,541 thousand in 2022, compared to RMB 1,032,937 thousand in 2021[141]. Production and Capacity Expansion - The company is expanding its production capacity with new facilities in Shandong and Yunnan, which are expected to improve overall production capabilities and reduce procurement costs due to tariff benefits from regional trade agreements[5]. - The group's production capacity is set to increase with the completion of new production facilities in Shandong and the gradual operation of the Yunnan production base, improving logistics and storage across China[11]. - The company is expanding its production capacity by increasing factory space and purchasing new equipment to meet the growing business demand[83]. Product Development and Innovation - The company plans to enhance its product offerings by developing a series of health-oriented beverages and snacks, particularly in the functional and sports drink segments, to strengthen its market competitiveness[6]. - The company has successfully diversified its product range, launching new products such as canned peaches and specialty drinks, which have gained popularity among consumers[4]. - The group has successfully developed new fruit particle vitamin sports drinks and fruit enzyme sports drinks, which are expected to be launched in the market shortly, enhancing product diversity[10]. - The company focuses on R&D innovation, enhancing product quality and production efficiency, and optimizing product structure to strengthen core competitiveness[75]. - The company is focused on innovation and R&D to meet consumer demand for diverse fruit products, having been recognized as a high-tech enterprise[10]. Market Strategy and Growth - Online retail sales in China reached RMB 13.78 trillion in 2022, with the company actively participating in major online shopping events, contributing to its sales growth[4]. - The company aims to leverage China's large market potential and domestic demand to drive future growth and is actively seeking acquisition and strategic partnership opportunities[6]. - The company is actively seeking acquisition and strategic cooperation opportunities to enrich its existing business and expand its market presence[12]. - The company intends to strengthen its brand image and sales through various marketing activities and collaborations with online platforms[8]. Financial Management and Governance - The company has adopted the corporate governance code and complied with its provisions, except for a specific exception noted in the report[35]. - The board of directors is composed of 11 members, with a balanced structure to ensure independence, meeting the requirement of at least one-third independent non-executive directors[40]. - The company emphasizes the importance of board diversity, considering various factors such as gender, age, and professional experience in its appointments[49]. - The company is committed to regular monitoring and reviewing of its governance structure to implement necessary changes[41]. - The board is responsible for evaluating the nature and extent of risks the company is willing to accept to achieve its objectives[55]. Risk Management - The company has a systematic risk management approach to identify and mitigate risks affecting its strategic goals[55]. - The Risk Management and Internal Control Department coordinates risk assessments and responses, ensuring effective risk management systems[56]. - The group has identified five major financial risks, including market risk, credit risk, and liquidity risk, which remain stable compared to the previous year[79]. - The company has established risk management procedures to monitor credit risks continuously, ensuring timely follow-up actions on overdue debts[197]. Internal Controls and Audit - The internal control review covered the period from July 1, 2021, to June 30, 2022, and identified seven major internal control deficiencies[62]. - The audit committee met four times during the review year to oversee internal audit functions and compliance with accounting standards[46]. - The independent auditor's report indicates that the consolidated financial statements fairly present the group's financial position as of December 31, 2022, in accordance with Hong Kong Financial Reporting Standards[126]. - The auditor identified significant risks of material misstatement due to fraud or error, emphasizing the importance of internal controls[135]. Shareholder Relations - The company’s annual report and communications are made available to shareholders and the investment community to ensure effective communication[69]. - The board of directors acknowledges the importance of direct communication with shareholders during the annual general meeting[71]. - The board proposed a final dividend of HKD 0.05 per share for the year ending December 31, 2022, subject to shareholder approval[86]. Social Responsibility and Community Engagement - The group made donations of approximately RMB 10 million in areas such as culture, education, epidemic prevention, and poverty alleviation, compared to RMB 120,000 in 2021[98]. - The company is committed to environmental protection and has implemented measures to reduce greenhouse gas emissions and improve energy efficiency[77]. - The company emphasizes the importance of maintaining good working relationships with employees, with no major labor disputes reported during the review year[78]. Financial Risks and Challenges - The company faces risks from international political uncertainties and economic conditions, which may adversely affect overseas sales and competitiveness[82]. - The group experienced a delay in publishing its annual results due to issues related to bank confirmations and unauthorized transactions by subsidiaries[59]. - The group has lost control over Yichang Tiantong Group, resulting in the removal of its financial performance and cash flows from the consolidated financial statements[128]. Compliance and Regulatory Matters - The company is committed to transparency and compliance with securities regulations[110]. - The company has sought legal advice to regain control over Yichang Tian Tong Group, which includes Tian Tong Food and Beverage (Yuan An) Co., Ltd., but has faced refusal from security personnel to access the premises[148].

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，概不對因本公告全部 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。 TIANYUN INTERNATIONAL HOLDINGS LIMITED 天韵國際控股有限公司 （於英屬處女群島註冊成立的有限公司） （股份代號：6836） 截 至2022年12月31日止年度之全年業績公告 | --- | --- | --- | |------------------------------------|--------------|--------------| | | | | | 摘 要 | | | | | | | | | 截 至 12 月 | 31 日止年度 | | | 2022 年 | 2021 年 | | | 人民幣百萬元 | 人民幣百萬元 | | 主要財務數據 | | | | 收 益 | | 871.6 | | 毛 利 | 680.7 | 235.1 | | 毛利率 | 189.8 | 27.0% | | 純利╱（淨虧損） | 27.9% | (0.9) | | 建議宣 ...

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，概不對因本公告全部 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。 TIANYUN INTERNATIONAL HOLDINGS LIMITED 天韵國際控股有限公司 （於英屬處女群島註冊成立的有限公司） （股份代號：6836） 截 至2022年12月31日止年度之全年業績公告 | --- | --- | --- | |------------------------------------|--------------|--------------| | | | | | 摘 要 | | | | | | | | | 截 至 12 月 | 31 日止年度 | | | 2022 年 | 2021 年 | | | 人民幣百萬元 | 人民幣百萬元 | | 主要財務數據 | | | | 收 益 | | 871.6 | | 毛 利 | 680.7 | 235.1 | | 毛利率 | 189.8 | 27.0% | | 純利╱（淨虧損） | 27.9% | (0.9) | | 建議宣 ...

Financial Performance - For the six months ended June 30, 2022, the company reported revenue of RMB 328.7 million, gross profit of RMB 87.2 million, and net profit of RMB 53.3 million[3]. - Revenue decreased from approximately RMB 400.9 million to approximately RMB 328.7 million, a decline of RMB 72.2 million or 18.0%[10]. - Sales from self-branded products dropped by RMB 77.2 million or 30.6%, accounting for 53.1% of total revenue[11]. - Revenue from original equipment manufacturing (OEM) sales increased by RMB 9.4 million or 7.5%, representing 41.0% of total revenue[12]. - Gross profit decreased from approximately RMB 110.4 million to approximately RMB 87.2 million, a decline of RMB 23.2 million or 21.0%[13]. - Overall gross margin slightly decreased from 27.5% to 26.5%, primarily due to a drop in self-branded sales margin[14]. - The company reported a net profit of approximately RMB 53.3 million for the six months ended June 30, 2022, a turnaround from a net loss of approximately RMB 69.2 million for the same period in 2021, resulting in a net profit margin of 16.2%[19]. - Operating profit for the six months ended June 30, 2022, was RMB 55,258 thousand, compared to an operating loss of RMB 62,045 thousand in 2021[29]. - The company reported a basic earnings attributable to equity holders of approximately RMB 53,341,000 for the six months ended June 30, 2022, compared to a loss of RMB 69,193,000 for the same period in 2021[46]. Sales and Market Expansion - The company continues to expand its sales footprint, enhancing brand awareness and penetration with a focus on high-quality food and beverage products[3]. - The company has launched new products, including the "Shiok Party" vitamin sports drink and the "Yao Guo Ji" fruit juice drink, which have received positive market feedback[4]. - The company’s self-owned brand products are now sold across 27 provinces, municipalities, and autonomous regions in China, supported by various online and offline promotional activities[4]. - The company aims to enhance its fresh fruit sales channels domestically and internationally, seeking partnerships with renowned brands to diversify its product offerings[5]. - Domestic sales contributed RMB 311,305,000, down from RMB 379,997,000, representing a decline of approximately 18%[40]. - Direct overseas sales were RMB 17,436,000, a decrease of about 17% from RMB 20,926,000 in the previous year[40]. Production and Innovation - The new production base in Yunnan Province has commenced operations, with a planned annual capacity of 90,000 tons, aimed at producing canned fruit and vegetable products, specialty beverages, and more[6]. - The company is committed to innovation and technology, focusing on improving production efficiency and expanding its product range to include diverse processed fruit products[7]. - The company plans to expand its product offerings in specialty beverages and processed fruit products to meet rising market demand[9]. - A new production base in Yunnan is expected to enhance overall production capacity and support the development of tropical and subtropical processed fruit products[9]. - The company is leveraging the Regional Comprehensive Economic Partnership (RCEP) to reduce procurement costs for raw materials[6]. Expenses and Financial Management - Research and development expenses increased by approximately RMB 3.4 million or 45.9%, rising from RMB 7.4 million to RMB 10.8 million[16]. - General and administrative expenses rose by approximately RMB 5.9 million or 55.1%, increasing from RMB 10.7 million to RMB 16.6 million[17]. - Income tax expenses decreased by RMB 3.8 million or approximately 27.0% to RMB 10.3 million for the six months ended June 30, 2022, compared to RMB 14.1 million for the same period in 2021[18]. - The company incurred capital expenditures of approximately RMB 7.8 million during the review period for construction and equipment improvements[24]. - The company incurred interest expenses of RMB 1,803,000, a slight decrease from RMB 1,885,000 in the previous year[34]. Assets and Liabilities - Cash and cash equivalents amounted to approximately RMB 565.9 million as of June 30, 2022, up from RMB 490.1 million as of December 31, 2021[22]. - Total assets as of June 30, 2022, increased to RMB 1,368,009 thousand from RMB 1,295,239 thousand as of December 31, 2021, reflecting a growth of approximately 5.6%[30][31]. - Trade receivables increased to RMB 146,054,000 as of June 30, 2022, up from RMB 128,909,000 as of December 31, 2021, representing a growth of 13.5%[53]. - Trade payables surged to RMB 44,893,000 as of June 30, 2022, compared to RMB 17,641,000 at the end of 2021, marking a significant increase of 153.5%[58]. - Bank borrowings decreased to RMB 75,131,000 as of June 30, 2022, down from RMB 92,286,000 at the end of 2021, a reduction of 18.5%[61]. Corporate Governance - The company emphasizes high standards of corporate governance to protect shareholder interests and enhance accountability[85]. - The audit committee has been established in accordance with listing rules to oversee financial reporting and internal controls[86]. - The audit committee consists of three independent non-executive directors, ensuring independent oversight of financial matters[86]. - An independent forensic investigation was initiated on May 18, 2022, to address unauthorized transactions, with a report issued on July 29, 2022[88]. - The company engaged a risk consulting firm for an internal control review covering the period from July 1, 2021, to June 30, 2022, with results reported to the board on August 5, 2022[88].

Financial Performance - For the six months ended June 30, 2021, the group's revenue, gross profit, and net profit increased by 54.3%, 54.2%, and 87.6% to RMB 472.2 million, RMB 131.8 million, and RMB 89.5 million respectively[4]. - The group's revenue increased from approximately RMB 306.0 million for the six months ended June 30, 2020, to approximately RMB 472.2 million for the six months ended June 30, 2021, representing an increase of approximately RMB 166.2 million or 54.3%[11]. - Revenue from self-branded processed fruit and beverage products increased to approximately RMB 311.5 million, a 92.0% increase from RMB 162.2 million in the same period last year, accounting for 66.0% of total revenue[13]. - Net profit rose by RMB 41.8 million or 87.6% to approximately RMB 89.5 million, with a net profit margin of 19.0% compared to 15.6% in the previous year[19]. - Operating profit for the six months ended June 30, 2021, was RMB 89,511,000, significantly higher than RMB 47,772,000 for the same period in 2020, reflecting an increase of 87%[60]. - Basic and diluted earnings per share for the period were RMB 0.090, an increase from RMB 0.048 in the previous year[35]. Market Expansion and Product Development - The group completed the acquisition of 100% equity in Tiantong Food (Yichang) Co., Ltd., issuing 13,050,000 shares as part of the deal, which is linked to performance targets of 80,000 tons of processed fruit and RMB 700 million in revenue[4]. - The new project in Yuan'an County, Yichang City, is expected to significantly increase production capacity for beverages, strategically expanding the group's market presence in Central China[4]. - The group launched a new self-branded vitamin sports drink "Shiok Party," which aligns with health trends and has gained rapid market acceptance[5]. - The group introduced a new fruit pulp beverage "Yao Guo Ji," combining fruit flesh, juice, and vitamins, which has attracted significant attention from the market and distributors[5]. - The group plans to introduce more flavors of the "Yao Guo Ji" beverage, including lychee, orange, coconut, hawthorn, pear, and loquat[5]. - The group is preparing to launch new beverage products with an expected annual design capacity of no less than 50,000 tons in 2021[8]. Sales and Distribution - The group's self-branded products are now sold across 27 provinces, municipalities, and autonomous regions in China, covering major retail chains[5]. - Sales of self-branded products contributed RMB 311.5 million, an increase of RMB 149.3 million or 92.0% compared to the previous year[12]. - Domestic sales increased to RMB 451,273,000 for the six months ended June 30, 2021, up from RMB 276,537,000 in 2020, representing a growth of 63%[54]. - Total sales of goods reached RMB 472,199,000, compared to RMB 305,959,000 in the previous year, marking a 54% increase[54]. Financial Position and Assets - Total assets and liabilities as of June 30, 2021, were approximately RMB 1,123.4 million and RMB 328.4 million, respectively, compared to RMB 1,016.5 million and RMB 347.7 million at the end of 2020[23]. - As of June 30, 2021, total assets increased to RMB 1,451,818 thousand, up from RMB 1,364,228 thousand as of December 31, 2020, representing a growth of approximately 6.4%[36]. - Non-current assets rose to RMB 664,244 thousand, compared to RMB 525,908 thousand in the previous year, marking a significant increase of about 26.3%[36]. - The company's retained earnings as of June 30, 2021, amounted to RMB 968,960,000, up from RMB 879,449,000 on January 1, 2021, indicating a profit of RMB 89,511,000 during the period[83]. Expenses and Liabilities - Selling and distribution expenses increased by approximately RMB 5.4 million or 90.0% to RMB 11.4 million, primarily due to higher promotional and advertising expenses[16]. - Income tax expense increased by RMB 1.9 million or 12.4% to RMB 17.2 million, mainly due to increased taxable income[18]. - General and administrative expenses decreased by RMB 1.3 million or 5.6% to RMB 22.1 million, but increased by approximately 22.9% when excluding foreign exchange differences[17]. - The company's total liabilities decreased to RMB 328,431 thousand from RMB 347,743 thousand, showing a decline of about 5.6%[37]. Corporate Governance - The company adheres to high standards of corporate governance as per the corporate governance code since its listing[106]. - The roles of chairman and CEO are held by the same individual, Yang Ziyuan, to provide strong leadership and effective strategic planning[106]. - The audit committee has been established in accordance with listing rules, serving as the main communication channel between other directors, external auditors, and management[108]. - The audit committee consists of three independent non-executive directors, including Mr. Ouyang Weili (Chairman), Mr. Liang Zhongkang, and Professor Lyu Yuanping[108]. Employee and Shareholder Information - The number of employees increased to 685 as of June 30, 2021, up from 645 as of December 31, 2020, with total employee costs reaching approximately RMB 24.8 million[29]. - Major shareholders include Rainbow Lead Ventures Limited with 26.64% ownership, Fortune Limited with 19.82%, and Rich Fortune Limited with 11.11%[100]. - The company has a stock option plan allowing for a maximum of 10% of issued shares, equating to 100,000,000 shares, to be granted as options[102].

Market Performance - The processed fruit market in China grew by 8% year-on-year in 2019, reaching RMB 12 billion, with Tianyun International being a leading player in the industry[4]. - For the six months ended June 30, 2020, the brand value of Shandong Tiantong Food Co., Ltd. exceeded RMB 1.5 billion, reflecting a steady increase in market share[5]. - Despite the impact of COVID-19, the company continued to expand its sales network, covering 27 provinces and municipalities in China by June 30, 2020[6]. - Revenue from local and overseas customers based in China for the six months ended June 30, 2020, was RMB 276,537,000, a decrease of 36.3% compared to RMB 433,493,000 for the same period in 2019[57]. - Total sales revenue for the six months ended June 30, 2020, was RMB 305,959,000, down 33.1% from RMB 457,613,000 in 2019[57]. Product Development - The company launched new processed fruit products, including cherry tomatoes, grapes, and mangoes, which received positive consumer feedback[6]. - The group plans to launch a new line of self-owned brand vitamin sports drinks in the fourth quarter of 2020[11]. - The company introduced new packaging types, including 5-liter aluminum foil bags and 9-liter square buckets, which were well-received by customers[6]. Financial Performance - The group's revenue decreased from approximately RMB 457.6 million for the six months ended June 30, 2019, to approximately RMB 306.0 million for the same period in 2020, representing a decline of RMB 151.6 million or 33.1%[12]. - The gross profit decreased from approximately RMB 127.9 million in 2019 to approximately RMB 85.5 million in 2020, a decline of RMB 42.4 million or 33.2%[16]. - Net profit decreased by approximately RMB 22.6 million or 32.1%, from RMB 70.3 million to RMB 47.7 million, with a net profit margin of 15.6%[21]. - The company reported a net profit of RMB 47,772 thousand for the six months ended June 30, 2020, compared to a profit of RMB 70,297 thousand in the same period of 2019, reflecting a decrease of approximately 32.1%[40]. Operational Adjustments - The overall business operations began to recover in the second quarter of 2020 as the pandemic situation improved domestically[5]. - The company experienced a decline in revenue due to the suspension of production and operations from late January to late February 2020, attributed to the COVID-19 pandemic[43]. - The company has implemented multiple preventive measures in response to the COVID-19 pandemic, closely monitoring its impact on operations and financial conditions[43]. Cost Management - Sales and distribution expenses decreased by approximately RMB 0.9 million or 13.0% year-on-year, from RMB 6.9 million to RMB 6.0 million[18]. - General and administrative expenses increased by approximately RMB 2.0 million or 9.3% year-on-year, from RMB 21.4 million to RMB 23.4 million[19]. - Income tax expenses decreased by approximately RMB 9.7 million or 38.8%, from RMB 25.0 million to RMB 15.3 million[20]. Cash Flow and Liquidity - Cash and cash equivalents increased to approximately RMB 500.3 million as of June 30, 2020, from RMB 472.0 million as of December 31, 2019[24]. - The cash generated from operating activities for the six months ended June 30, 2020, was RMB 72,891 thousand, significantly up from RMB 33,564 thousand in the same period of 2019, representing an increase of approximately 117.7%[41]. - The net cash used in investing activities was RMB 46,050 thousand for the six months ended June 30, 2020, compared to RMB 5,139 thousand in the prior year, indicating a substantial increase in investment outflows[41]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to protect shareholder interests[106]. - The audit committee has been established to oversee financial reporting and internal controls, consisting of three independent non-executive directors[108]. - The chairman and CEO roles are held by the same individual to provide strong leadership, despite the corporate governance code suggesting separation[106]. Shareholder Information - The company paid dividends of RMB 26,333 thousand during the reporting period, reflecting a commitment to returning value to shareholders despite the operational challenges faced[40]. - Major shareholders include Sichuan Development International Holdings Limited with 263,914,740 shares, representing 27.00% of the total issued share capital[99]. - The company’s major shareholders and their respective holdings include Fu Wei Limited with 191,702,260 shares (19.61%) and Zhi Fu Limited with 110,000,000 shares (11.25%)[99].