年報 2024 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為相比起其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。有意投資 的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動風險，同時 無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表 示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告的資料乃遵照《聯交所的GEM證券上市規則》（「GEM上市規則」）而刊載，旨在提供有關福田股份有限公司（「本 公司」）的資料；本公司的董事（「董事」）願就本報告的資料共同及個別地承擔全部責任。各董事在作出一切合理查詢 後，確認就其所知及所信，本報告所載資料在各重要方面均屬準確完備，沒有誤導或欺詐成分，且並無遺漏任何事 項，足以令致本報告或其所載任何陳述產生誤導。 目錄 2 公司資料 4 主席報告 7 管理層討論及分析 1 ...

Financial Performance - For the fiscal year ending December 31, 2024, the company's revenue decreased to RMB 45,801,000 from RMB 106,584,000 in 2023, representing a decline of approximately 57.0%[4] - Gross profit for the same period was RMB 11,060,000, down from RMB 30,581,000, indicating a decrease of about 63.8%[4] - The company reported a net loss of RMB 7,042,000 for the year, compared to a profit of RMB 2,870,000 in the previous year, marking a significant turnaround[4] - The company's basic and diluted loss per share was RMB 0.23, compared to earnings of RMB 0.96 per share in the previous year[4] - Total revenue for the reportable segments decreased to RMB 45,801 thousand in 2024 from RMB 106,584 thousand in 2023, representing a decline of approximately 57.0%[19] - The total loss for the reportable segments was RMB 11,060 thousand in 2024, down from a profit of RMB 30,581 thousand in 2023[19] - Revenue from equipment sales dropped to RMB 14,325 thousand in 2024, a decrease of 72.2% compared to RMB 51,704 thousand in 2023[21] - Construction services revenue fell to RMB 6,596 thousand in 2024, down 82.7% from RMB 38,105 thousand in 2023[21] - Other services revenue increased to RMB 24,880 thousand in 2024, up 48.2% from RMB 16,775 thousand in 2023[21] - Revenue from mainland China accounted for RMB 42,501 thousand in 2024, down from RMB 106,544 thousand in 2023, a decrease of approximately 60.1%[19] - The company recorded a loss attributable to owners of approximately RMB 7,042,000 for the year ended December 31, 2024, compared to a profit of RMB 2,870,000 for the year ended December 31, 2023[41] Assets and Liabilities - Total assets decreased to RMB 166,280,000 in 2024 from RMB 194,239,000 in 2023, reflecting a decline of approximately 14.4%[5] - Current liabilities also decreased to RMB 137,902,000 from RMB 183,711,000, a reduction of about 25.0%[5] - The company's cash and cash equivalents increased to RMB 72,333,000 in 2024 from RMB 53,360,000 in 2023, showing an increase of approximately 35.5%[5] - The total equity attributable to owners decreased slightly to RMB 73,536,000 from RMB 75,006,000, a decline of about 1.9%[6] - Total assets decreased to RMB 225,890 thousand in 2024 from RMB 264,291 thousand in 2023, a reduction of approximately 14.5%[19] - Total liabilities decreased to RMB 152,354 thousand in 2024 from RMB 189,285 thousand in 2023, a decline of about 19.5%[19] Segment Performance - For the fiscal year ending December 31, 2024, total revenue from external customers reached RMB 45,801 thousand, with the breakdown as follows: EPC projects RMB 5,384 thousand, construction projects RMB 1,431 thousand, equipment projects RMB 14,106 thousand, service concession arrangements RMB 13,370 thousand, and others RMB 11,510 thousand[18] - The adjusted profit before tax for the segments totaled RMB 11,060 thousand, with contributions from EPC projects RMB 1,147 thousand, construction projects RMB 1,098 thousand, equipment projects RMB 7,343 thousand, service concession arrangements RMB 1,012 thousand, and others RMB 460 thousand[18] - As of December 31, 2024, total segment assets amounted to RMB 112,772 thousand, with the largest contribution from equipment projects at RMB 32,881 thousand and service concession arrangements at RMB 43,508 thousand[18] - Total segment liabilities as of December 31, 2024, were RMB 110,361 thousand, with the highest liabilities in EPC projects at RMB 40,832 thousand and equipment projects at RMB 38,256 thousand[18] Employee and Operational Costs - Employee costs decreased to RMB 8,616,000 in 2024 from RMB 15,868,000 in 2023, reflecting a significant reduction in wages and benefits[32] - The company employed 39 employees as of December 31, 2024, down from 52 employees in 2023[93] - The company has adopted a stock option plan to reward outstanding employee performance and contributions[93] Corporate Governance and Compliance - The company has adopted the corporate governance code as per GEM Listing Rules Appendix 15, effective for the year ending December 31, 2024, with the exception of the separation of roles between the Chairman and CEO[100] - The audit committee, consisting of three independent non-executive directors, has reviewed the group's annual performance for the year ending December 31, 2024, ensuring compliance with applicable accounting standards and GEM Listing Rules[103] - The board comprises five executive directors and three independent non-executive directors, ensuring sufficient independence in its composition[100] - The company has not identified any violations of the trading rules regarding securities transactions by directors for the year ending December 31, 2024[101] Future Outlook and Strategy - The company plans to increase investment in the Vietnamese market, leveraging its successful operational experience to attract long-term and new clients[42] - The company aims to maintain a cautious approach towards new projects with local clients due to extended payment terms and declining customer payment capabilities[43] - The company believes that traditional business remains its cornerstone and should receive increased investment, while new business types like data services should also be developed cautiously[45] - The company anticipates that the economic recovery in China will positively impact its performance in familiar markets like the Greater Bay Area[43] Stock Options and Shareholder Information - The stock option plan adopted on June 17, 2022, allows for the issuance of a total of 18,000,000 shares, representing 6% of the total shares issued as of the plan's adoption date[81] - The vesting period for the stock options is set at 3 years, with specific percentages vesting in each subsequent fiscal year[85] - The maximum number of shares that can be issued due to the exercise of stock options granted under the plan is capped at 1% of the company's issued share capital within any 12-month period[82] - The stock option plan is valid for a period of 10 years from the date of adoption, with approximately 7 years remaining as of the report date[90] - The company has granted 18,000,000 stock options to certain directors and employees under the stock option plan[77] - As of December 31, 2024, the company has 1,200,000 unexercised stock options, which could lead to the issuance of an additional 1,200,000 ordinary shares and an increase in capital of HKD 14,280,000 if fully exercised[92] Miscellaneous - The company did not recommend any dividend payments for 2024, consistent with 2023[31] - The company has not provided any financial assistance or guarantees to its subsidiaries as of December 31, 2024[76] - No significant events occurred after the reporting period that could materially impact the company's operations and financial performance[98] - The company will publish this announcement on the Stock Exchange's website and its own website for at least seven days from the date of publication[105]

Financial Performance - The company's revenue for the six months ended June 30, 2024, was approximately RMB 17,832,000, a decrease of about 72.7% compared to RMB 65,362,000 in the same period of 2023[2] - The total gross profit for the same period was approximately RMB 6,405,000, down approximately 65.8% from RMB 18,737,000 in 2023[2] - The loss attributable to the company's owners was approximately RMB 814,000, compared to a profit of RMB 8,485,000 in the same period of 2023[2] - The company reported a total comprehensive income of RMB 8,293 thousand for the six months ended June 30, 2024, compared to RMB 8,485 thousand for the same period in 2023, showing a slight decrease of about 2.3%[8] - The company incurred a loss of RMB (814) thousand during the six months ended June 30, 2024, compared to a profit in the previous period, indicating a significant shift in financial performance[9] - The pre-tax loss for the six months ended June 30, 2024, was RMB 232 thousand, compared to a pre-tax profit of RMB 10,181 thousand for the same period in 2023[22] - The group reported a loss of approximately RMB 814,000 for the period, compared to a profit of RMB 8,485,000 in the same period in 2023, mainly due to delays in project confirmations and the completion of existing projects in Vietnam[67] Dividend and Equity - The board of directors does not recommend the payment of an interim dividend for this period[2] - As of June 30, 2024, the total equity amounted to RMB 81,001 thousand, an increase from RMB 71,053 thousand as of January 1, 2023, reflecting a growth of approximately 13.7%[8] - The total equity attributable to the company's owners was RMB 75,239,000, compared to RMB 75,006,000 as of December 31, 2023[7] - The board does not recommend the payment of an interim dividend for the six months ending June 30, 2024[68] Assets and Liabilities - The company's total assets less current liabilities as of June 30, 2024, amounted to RMB 80,748,000, compared to RMB 80,580,000 as of December 31, 2023[5] - Current assets net of current liabilities stood at RMB 10,932,000, slightly up from RMB 10,528,000 as of December 31, 2023[5] - Non-current assets totaled RMB 69,816,000 as of June 30, 2024, compared to RMB 70,052,000 as of December 31, 2023[5] - The company's total liabilities as of June 30, 2024, were RMB 75,239 thousand, slightly up from RMB 75,006 thousand as of January 1, 2024, indicating a stable liability management[9] Cash Flow - The net cash used in operating activities for the six months ended June 30, 2024, was RMB (3,613) thousand, compared to RMB (1,609) thousand for the same period in 2023, indicating a deterioration in cash flow[11] - The cash and cash equivalents at the end of the period were RMB 49,700 thousand, down from RMB 55,260 thousand at the beginning of the period, representing a decrease of approximately 10.4%[11] - The company's cash and bank balances were RMB 49,700,000, down from RMB 53,360,000 as of December 31, 2023[69] Revenue Breakdown - The revenue breakdown for the current period includes EPC project revenue of RMB 570,000, construction project revenue of RMB 144,000, equipment project revenue of RMB 4,147,000, service concession revenue of RMB 11,240,000, and O&M project revenue of RMB 1,731,000[50] - Revenue from EPC projects was approximately RMB 570,000, a decrease of about 98.9% or RMB 52,699,000 compared to RMB 53,269,000 in 2023, primarily due to the completion of a large EPC project in Vietnam[55] - Revenue from construction projects was approximately RMB 144,000, with no revenue reported in the same period of 2023[56] - Revenue from service franchise arrangements increased by approximately 9.2% or RMB 943,000, totaling RMB 11,240,000 compared to RMB 10,297,000 in 2023[59] - Revenue from equipment projects was approximately RMB 4,147,000, with no revenue reported in the same period of 2023[58] Operational Focus - The company has been focusing on environmental services, particularly in wastewater treatment and soil remediation, as part of its core business strategy[12] - The company plans to expand its service franchise arrangements, which include long-term operations of sludge treatment facilities, enhancing its market presence in environmental services[14] - The company is focusing on developing traditional businesses in Vietnam and closely monitoring economic trends in the Greater Bay Area[52] - The company plans to explore new business opportunities related to changing economic structures and consumer habits, such as new consumption and internet-related businesses[52] - The company is maintaining a cautious approach to client selection and revenue stabilization while controlling costs and monitoring cash flow[52] Employee and Share Options - The company has increased its share-based payment reserve to RMB 4,252 thousand as of June 30, 2024, from RMB 3,161 thousand at the beginning of the year, reflecting ongoing investment in human capital[9] - As of June 30, 2024, the group employed 42 staff members, down from 52 as of December 31, 2023, with employee costs amounting to approximately RMB 5.5 million compared to RMB 9.4 million in 2023[92] - The company has a stock option plan allowing for the issuance of up to 18,000,000 shares, representing 6% of the total shares issued as of the adoption date[25] - The maximum number of shares that may be issued under the share option plan is 18,000,000 shares, with 18,000,000 options granted on June 29, 2022, equivalent to the number of shares available for issuance[91] Governance and Compliance - The company maintains good corporate governance practices, with a board consisting of five executive directors and three independent non-executive directors, ensuring adequate independence[94] - The audit committee consists of three independent non-executive directors, ensuring compliance with applicable accounting standards and GEM listing rules[105] - The mid-term performance has been reviewed and deemed compliant with relevant legal requirements, indicating sufficient disclosure[105]

Financial Performance - The group's revenue for the six months ended June 30, 2024, was approximately RMB 17,832,000, a decrease of about 72.7% compared to RMB 65,362,000 for the same period in 2023[2]. - The total gross profit for the group during this period was approximately RMB 6,405,000, down approximately 65.8% from RMB 18,737,000 in the same period of 2023[2]. - The loss attributable to the company's owners was approximately RMB 814,000, compared to a profit of approximately RMB 8,485,000 in the same period of 2023[2]. - The company reported a basic and diluted loss per share of RMB (0.003) for the six months ended June 30, 2024, compared to earnings of RMB 0.027 for the same period in 2023[3]. - The total comprehensive income for the period ended June 30, 2024, was RMB (858) thousand, compared to RMB (814) thousand for the same period in 2023, reflecting a slight increase in losses[7]. - The pre-tax loss for the six months ended June 30, 2024, was RMB 6,430 thousand, compared to a pre-tax loss of RMB 9,408 thousand for the same period in 2023, showing an improvement of approximately 31.3%[18]. - The company reported other income of RMB 2,414 thousand for the first half of 2024, down from RMB 3,281 thousand in the same period of 2023[17]. - The cost of sales for the period was approximately RMB 11,427,000, a decrease of about 75.5% or RMB 35,198,000 compared to RMB 46,625,000 in the same period of 2023[42]. - Gross profit for the period was approximately RMB 6,405,000, a decrease of about 65.8% or RMB 12,332,000 compared to RMB 18,737,000 in the same period of 2023[43]. - The group reported a loss of approximately RMB 814,000 for the period, compared to a profit of approximately RMB 8,485,000 in the same period of 2023[47]. Assets and Liabilities - The group's total assets less current liabilities as of June 30, 2024, amounted to RMB 80,748,000, compared to RMB 80,580,000 as of December 31, 2023[5]. - Current assets as of June 30, 2024, totaled RMB 178,481,000, down from RMB 194,239,000 as of December 31, 2023[4]. - Trade receivables and bills receivable were RMB 90,288,000 as of June 30, 2024, compared to RMB 103,764,000 as of December 31, 2023[4]. - The company's cash and bank balances were RMB 49,700,000 as of June 30, 2024, down from RMB 53,360,000 as of December 31, 2023[4]. - The total equity attributable to the company's owners was RMB 75,239,000 as of June 30, 2024, compared to RMB 75,006,000 as of December 31, 2023[5]. - The company's total assets as of June 30, 2024, were RMB 98,818 thousand, reflecting a stable asset base despite the revenue decline[6]. - As of June 30, 2024, the total segment assets amounted to RMB 171,026 thousand, while total segment liabilities were RMB 129,126 thousand[16]. - The capital debt ratio as of June 30, 2024, was 55%, a decrease from 57% as of December 31, 2023[49]. Cash Flow - The net cash used in operating activities for the six months ended June 30, 2024, was RMB (3,613) thousand, compared to RMB (1,609) thousand for the same period in 2023, indicating a worsening cash flow situation[8]. - The cash and cash equivalents at the end of the period were RMB 49,700 thousand, a decrease from RMB 53,360 thousand at the beginning of the period[8]. - The company’s net cash used in financing activities was RMB (25,118) thousand for the six months ended June 30, 2023, indicating a significant outflow compared to the current period[8]. Revenue Breakdown - The service concession arrangement segment generated revenue of RMB 11,240 thousand, contributing significantly to the total revenue for the period[14]. - Revenue from EPC projects for the first half of 2024 was RMB 570 thousand, a drastic drop from RMB 53,269 thousand in the same period of 2023, indicating a decline of approximately 98.9%[17]. - Revenue from equipment projects amounted to RMB 4,147,000, with no revenue recorded in the same period of 2023[38]. - Revenue from service franchise arrangements for the period was approximately RMB 11,240,000, an increase of about 9.2% or RMB 943,000 compared to RMB 10,297,000 in the same period of 2023[39]. - Revenue from the other segment, including O&M projects and technical consulting services, was approximately RMB 1,731,000, a decrease of about 3.6% or RMB 65,000 compared to RMB 1,796,000 in the same period of 2023[40]. Share Options and Corporate Governance - The company has implemented a share option plan allowing for the issuance of up to 18,000,000 shares, representing 6% of the total shares issued as of the adoption date[20]. - The share options granted under the plan will vest over three fiscal years, with 40% vesting in the first year, 30% in the second year, and 30% in the third year[21]. - The stock option plan adopted on June 17, 2022, allows for the issuance of a total of 18,000,000 shares, representing 6% of the total shares issued as of the adoption date[54]. - The company maintains good corporate governance practices, with a board consisting of five executive directors and three independent non-executive directors, ensuring sufficient independence[67]. - The audit committee, consisting of three independent non-executive directors, reviewed the financial statements and confirmed compliance with applicable accounting standards and GEM listing rules[76]. Employee and Operational Changes - As of June 30, 2024, the group employed 42 employees, down from 52 employees as of December 31, 2023[65]. - Employee costs for the six months ended June 30, 2024, were approximately RMB 5.5 million, compared to RMB 9.4 million in 2023, indicating a reduction of about 41%[65]. - The company is focusing on maintaining stable income and controlling costs while being cautious about new business developments due to extended payment terms and declining customer payment capabilities[34]. - The company plans to continue expanding its service concession arrangements, which are expected to provide stable revenue streams in the long term[12]. - The company has adjusted resource allocation for business development, increasing investment in the Vietnamese market, which is expected to become a key market for future growth[33].

Financial Performance - The company's revenue for the year ended December 31, 2023, was approximately RMB 106,584,000, a decrease of about RMB 150,165,000 or approximately 58.5% compared to RMB 256,749,000 in 2022[10]. - The company recorded a profit attributable to owners of approximately RMB 2,870,000 for the year ended December 31, 2023, compared to a loss of RMB 11,547,000 in the previous year[10]. - The company's business revenue for the year ended December 31, 2023, was approximately RMB 106,584,000, a decrease of about 58.5% compared to RMB 256,749,000 for the year ended December 31, 2022[20]. - Gross profit for the year ended December 31, 2023, was approximately RMB 30,581,000, an increase of about 29.8% from RMB 23,565,000 in 2022[28]. - Other income and gains for the year ended December 31, 2023, amounted to approximately RMB 4,141,000, representing a 55.7% increase from RMB 2,659,000 in 2022[29]. - The group's cost of sales for the year ended December 31, 2023, was approximately RMB 76,003,000, a decrease of about 67.4% compared to RMB 233,184,000 in 2022[27]. - Administrative expenses decreased by approximately 21.1% to RMB 19,865,000 for the year ended December 31, 2023, down from RMB 25,197,000 in 2022[32]. - Other expenses decreased by approximately 64.3% to RMB 2,090,000 for the year ended December 31, 2023, compared to RMB 5,853,000 in 2022[33]. - The group's total equity attributable to shareholders as of December 31, 2023, was approximately RMB 75,006,000, an increase from RMB 71,053,000 in 2022[36]. - The group's cash and cash equivalents as of December 31, 2023, were approximately RMB 53,360,000, a slight decrease from RMB 55,260,000 in 2022[36]. - The debt-to-equity ratio as of December 31, 2023, was 57%, down from 72% in 2022[39]. Revenue Breakdown - Revenue from EPC projects was approximately RMB 62,342,000, while revenue from equipment projects was RMB 27,077,000 and revenue from service concession arrangements was RMB 12,636,000[10]. - Revenue from EPC projects increased significantly to approximately RMB 62,342,000, up about 486.3% from RMB 10,634,000 in the previous year, primarily due to the recognition of revenue from a large EPC project in Vietnam[22]. - Revenue from construction projects decreased by approximately 76.7% to RMB 390,000, down from RMB 1,675,000 in 2022, due to the recognition of revenue from only four construction projects[23]. - Revenue from equipment projects fell by approximately 87.6% to RMB 27,077,000, compared to RMB 218,795,000 in 2022, mainly due to the recognition of revenue from five equipment projects[24]. - Revenue from service concession arrangements decreased by about 21.1% to RMB 12,636,000, down from RMB 16,014,000 in the previous year, primarily due to lower service and interest income[25]. - Maintenance service revenue decreased by approximately 57.0% to RMB 4,139,000, compared to RMB 9,631,000 in 2022, attributed to fewer technical consulting projects contributing to revenue[26]. Strategic Plans and Market Focus - The company plans to increase investment in the Vietnamese market, believing it will become a key market for sustainable development[14]. - A new business contract worth several tens of millions of RMB was signed in early 2023 for a project in Vietnam, expected to commence construction between late 2024 and early 2025[14]. - The company aims to maintain a conservative operational strategy to stabilize cash flow and gradually recover in the post-pandemic market environment[12]. - The company will continue to focus on the Guangdong-Hong Kong-Macao Greater Bay Area, leveraging established customer relationships for better performance[14]. - The company is seeking deeper cooperation with clients who have environmental needs, aiming to secure long-term business opportunities[14]. Employee and Management Information - The company employed 52 employees as of December 31, 2023, down from 69 employees in 2022[75]. - Employee costs for the year ended December 31, 2023, were approximately RMB 15.9 million, compared to RMB 21.5 million in 2022[75]. - The company will review and determine the remuneration of directors and senior management based on recommendations from the remuneration committee[75]. - The company emphasizes the importance of training for directors and employees to maintain and enhance their professional skills[76]. - The company aims to ensure employee compensation levels are aligned with industry standards and linked to performance[75]. Stock Option Plan - The stock option plan allows for a maximum issuance of 18,000,000 shares, representing 6% of the total shares issued as of the plan adoption date and the current year's performance announcement date[60]. - The maximum number of shares that can be issued to any participant in a 12-month period cannot exceed 1% of the company's issued share capital[62]. - The vesting period for the stock option plan is set at a minimum of 12 months[65]. - The exercise price for the stock options will be the higher of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[66]. - The stock option plan is valid for a period of 10 years from the adoption date, with approximately 8 years remaining as of the report date[69]. - The company granted stock options with an exercise price of HKD 1.19, with a fair value of HKD 670,352 for options granted in 2022[70]. - As of December 31, 2023, there are 1,200,000 stock options outstanding, with no options exercised or forfeited during the period[70]. - The company has additional stock options with a fair value of HKD 502,764, set to expire on December 31, 2024, with 900,000 options outstanding[70]. - Another set of stock options, also with a fair value of HKD 502,764, is scheduled to expire on December 31, 2025, with 900,000 options outstanding[70]. - The options granted have a vesting period from the grant date until the end of the respective financial years[70]. - The company plans to continue its stock option program to incentivize key personnel and align their interests with shareholders[70]. - The total number of stock options granted and outstanding reflects the company's commitment to employee retention and motivation[70]. - The exercise price of HKD 1.19 is set to encourage participation in the company's growth[70]. - The company is focused on maintaining a robust stock option plan as part of its overall compensation strategy[70]. - The stock options are part of a broader strategy to enhance employee engagement and performance[70]. Corporate Governance and Compliance - The audit committee has reviewed the audited consolidated financial statements for the year ending December 31, 2023, confirming compliance with applicable accounting standards and GEM listing rules[130]. - The company has maintained sufficient public float as required by GEM listing rules as of December 31, 2023[133]. - The board consists of four executive directors, one non-executive director, and three independent non-executive directors as of December 31, 2023[144]. - The company has adopted the corporate governance code effective until December 31, 2023, ensuring the roles of chairman and CEO are separate[141]. - The board plans to meet at least four times a year to review financial and operational performance and discuss the group's direction and strategy[149]. - The company has established three committees: the audit committee, the remuneration committee, and the nomination committee, to oversee specific aspects of the company's affairs[161]. - The chairman of the audit committee is Mr. Xie Zhiwei, an independent non-executive director[164]. - The company arranged training sessions for all directors on GEM listing rules and relevant regulations, ensuring they are well-informed of their responsibilities[160]. - The company has a clear separation of roles between the chairman and the CEO, with Mr. Xie serving as both, providing strong leadership[154]. - The audit committee is responsible for reviewing the effectiveness of the company's financial reporting procedures and risk management systems[162]. - The company has a policy for the appointment and re-election of directors, with a minimum service contract period of three years for executive directors[156]. - The board chairman met with non-executive directors at least once during the year to discuss board matters[155]. - The company ensures that all directors have access to necessary information and can seek independent professional advice when needed[159]. - The company has established a shareholder communication policy to provide timely and comprehensive information to shareholders and investors[196]. Market Risks and Challenges - The company faces significant risks from regulatory changes that could impact its operations in the wastewater treatment sector[98]. - The company anticipates increased competition in the wastewater treatment market from both existing competitors and new entrants[100]. - The board believes that the business environment may not improve immediately due to various challenges, including global political situations and the pace of China's reintegration into the global trade system[16]. - The company faces risks in attracting and retaining skilled personnel essential for achieving its business objectives, and it offers competitive compensation packages to mitigate this risk[104]. Shareholder Information - The company has no plans to declare a final dividend for the year ended December 31, 2023[82]. - The company's distributable reserves as of December 31, 2023, amounted to approximately RMB 63.3 million[94]. - The company did not engage in any purchase, sale, or redemption of its listed securities during the year ended December 31, 2023[93]. - The company has not adopted any predetermined dividend payout ratio[85]. - The board of directors retains discretion to declare dividends, subject to applicable laws and regulations[87]. - The company allows shareholders holding at least 10% of the paid-up capital to request a special general meeting[197].

Financial Performance - The company's revenue for the year ended December 31, 2023, was RMB 106,584,000, a decrease of 58.5% compared to RMB 256,749,000 in 2022[5] - Gross profit increased to RMB 30,581,000, up 29.7% from RMB 23,565,000 in the previous year[5] - The company reported a profit before tax of RMB 2,997,000, compared to a loss of RMB 12,061,000 in 2022[5] - Net profit for the year was RMB 2,870,000, a significant recovery from a loss of RMB 11,547,000 in the prior year[5] - Revenue from equipment sales in 2023 was RMB 51,704,000, down from RMB 218,795,000 in 2022, representing a decline of 76.4%[19] - Revenue from construction services increased to RMB 38,105,000 in 2023 from RMB 12,309,000 in 2022, marking a growth of 209.5%[19] - The company reported a pre-tax consolidated profit of RMB 2,997,000 for 2023, recovering from a loss of RMB 12,061,000 in 2022[16] - Other income increased to RMB 4,141,000 in 2023 from RMB 2,659,000 in 2022, representing a growth of 55.6%[25] - The company recorded a profit attributable to owners of approximately RMB 2,870,000 for the year ended December 31, 2023, compared to a loss of approximately RMB 11,547,000 for the year ended December 31, 2022[52] - Administrative expenses and various costs significantly decreased in 2023, contributing to the turnaround from previous years' losses to a profit[50] Assets and Liabilities - Total assets decreased to RMB 194,239,000 from RMB 250,123,000, reflecting a reduction of 22.4%[6] - Current liabilities also decreased to RMB 183,711,000 from RMB 254,409,000, a decline of 27.8%[6] - The total assets reported as of December 31, 2023, were RMB 264,291,000, down from RMB 331,300,000 in 2022, a decrease of 20.2%[16] - The total liabilities as of December 31, 2023, were RMB 189,285,000, a reduction from RMB 260,247,000 in 2022, reflecting a decrease of 27.3%[16] - Trade receivables decreased to RMB 135,619,000 in 2023 from RMB 149,689,000 in 2022, indicating a reduction of 9.4%[32] - Total trade payables decreased to RMB 129,798,000 in 2023 from RMB 181,652,000 in 2022, a reduction of 28.5%[35] - The company had no secured bank loans as of December 31, 2023, compared to RMB 25,000,000 in 2022[36] - The debt-to-equity ratio as of December 31, 2023, was 57%, down from 72% in 2022[75] Revenue Breakdown - Revenue from major customer A was RMB 32,691,000 in 2023, while customer C generated RMB 26,082,000, down from RMB 208,365,000 in 2022[18] - Revenue from the mainland China market was RMB 73,893,000 in 2023, significantly lower than RMB 256,709,000 in 2022, a decline of 71.2%[17] - Revenue from construction projects for the year ended December 31, 2023, was approximately RMB 390,000, a decrease of about 76.7% compared to RMB 1,675,000 for the year ended December 31, 2022[56] - Revenue from equipment projects for the year ended December 31, 2023, was approximately RMB 27,077,000, a decrease of about 87.6% compared to RMB 218,795,000 in 2022[59] - Revenue from service franchise arrangements for the year ended December 31, 2023, was approximately RMB 12,636,000, down about 21.1% from RMB 16,014,000 in 2022[60] - Revenue from maintenance services for the year ended December 31, 2023, was approximately RMB 4,139,000, a decrease of about 57.0% from RMB 9,631,000 in 2022[61] - The revenue from EPC projects for the year ended December 31, 2023, was approximately RMB 62,342,000, an increase of approximately 486.3% compared to RMB 10,634,000 for the year ended December 31, 2022[55] Employee and Operational Costs - The company’s employee costs decreased to RMB 15,868,000 in 2023 from RMB 21,467,000 in 2022, a reduction of 26.3%[27] - Employee costs for the year ended December 31, 2023, were approximately RMB 15.9 million, a decrease from RMB 21.5 million in 2022, with the workforce reduced to 52 employees from 69[107] - Financing costs significantly reduced to RMB 128,000 in 2023 from RMB 2,230,000 in 2022, a decline of 94.2%[28] - The financing costs decreased due to the repayment of bank loans, contributing to the company's profitability in 2023[50] Corporate Governance and Compliance - The company adopted the corporate governance code as per GEM listing rules, with the chairman also serving as the CEO, which the board believes provides strong leadership[115] - The company has implemented a code of conduct for securities trading by directors and employees, with no known violations reported for the year ended December 31, 2023[116] - The audit committee, consisting of three independent non-executive directors, reviewed the annual performance for the year ended December 31, 2023, ensuring compliance with applicable accounting standards and GEM listing rules[118] - The financial data presented does not constitute audited consolidated financial statements but has been reviewed by the audit committee and approved by the board[119] - The company is committed to maintaining good corporate governance standards and regularly reviews its internal control and risk management systems[114] Future Outlook and Strategy - The company plans to increase investment in the Vietnamese market, citing significant recovery and successful past operations in the region[48] - The company aims to maintain a cautious and pragmatic approach in 2024, focusing on client selection, stable income, cost control, and cash flow management[51] - The company continues to focus on the Greater Bay Area while maintaining communication with new clients to enhance business opportunities[48] Share Options and Employee Incentives - The company adopted a share option scheme on June 17, 2022, granting 18,000,000 options to directors and employees, representing 6% of the total shares issued as of the announcement date[89][94] - The share option plan aims to encourage contributions to the group's long-term development and enhance its ability to attract and retain skilled individuals[91] - The maximum number of shares that may be issued upon the exercise of options under the plan is capped at 18,000,000 shares[94] - The vesting period for the share options is set at a minimum of 12 months[99] - The share options can be exercised within 10 years from the grant date, with the exercise price determined based on the higher of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[102][103] - The total number of options exercised during the period was zero, indicating no options were exercised[104] - The company plans to continue its strategy of granting stock options to incentivize employees and align their interests with shareholders[105]

Financial Performance - For the nine months ended September 30, 2023, the group's revenue was approximately RMB 100,312,000, a decrease of about 24.4% compared to RMB 132,687,000 for the same period in 2022[3] - The gross profit for the same period was approximately RMB 29,824,000, an increase of about 39.0% from RMB 21,455,000 in 2022[3] - The profit attributable to owners of the company was approximately RMB 12,491,000, compared to a loss of RMB 1,075,000 in the same period of 2022[3] - For the third quarter ended September 30, 2023, the revenue was RMB 34,950,000, down from RMB 70,953,000 in 2022, representing a decrease of approximately 50.7%[4] - The gross profit for the third quarter was RMB 11,087,000, compared to RMB 10,093,000 in 2022, reflecting an increase of about 9.8%[4] - The group reported a profit before tax of RMB 15,910,000 for the nine months, compared to a loss of RMB 313,000 in the same period of 2022[4] - The total comprehensive income for the nine months was RMB 12,492,000, compared to a loss of RMB 1,293,000 in the same period of 2022[5] - The revenue from EPC projects was RMB 56,665,000, significantly up from RMB 15,351,000 in the previous year, representing a growth of 269.5%[17] - The revenue from equipment projects decreased to RMB 25,034,000 from RMB 95,447,000, a decline of 73.8%[17] - The pre-tax profit for the period was RMB 15,910,000, compared to a pre-tax loss of RMB 313,000 in the same period last year[14][16] - The company reported a total of RMB 3,870,000 in other income, which includes bank interest income and government grants, compared to RMB 3,483,000 in the previous year[17] - The company recorded a profit attributable to owners of approximately RMB 12,491,000, compared to a loss of RMB 1,075,000 in the same period of 2022[42] - The company recorded a profit of RMB 12,491,000 for the period, compared to a loss of RMB 1,075,000 in the same period of 2022, driven by high-margin project revenue and reduced administrative expenses[56] Dividend and Share Options - The board of directors does not recommend the payment of an interim dividend for this period[3] - The company did not recommend any dividend payment for the period, consistent with the previous year[32] - The company has 15,000,000 unexercised share options as of September 30, 2023, which represents approximately 5% of the total issued shares[27] - The fair value of share options granted on June 29, 2022, was approximately HKD 9,154,000, with an expense of HKD 2,809,000 recognized during the period[26] - The maximum number of shares that may be issued upon the exercise of options under the scheme is capped at 18,000,000 shares, equivalent to 6% of the total issued shares as of September 30, 2023[74] - The vesting period for the share options is set at three years, with specific percentages vesting in subsequent fiscal years[80] - The exercise price for options granted under the scheme is determined based on the higher of specified criteria[83] - The share option scheme is valid for a period of 10 years from the date of adoption, with approximately 9 years remaining as of the report date[85] - The company granted a total of 18,000,000 share options under the share option scheme as of June 29, 2022, with no additional options available for grant as of January 1, 2023[93] - The exercise price for the share options is set at HKD 1.19, with 1,200,000 options remaining for the year ending December 31, 2023[88] - For the year ending December 31, 2024, there are 900,000 options remaining, and for the year ending December 31, 2025, another 900,000 options are available[88] - The company reported no share options exercised during the period, making it ineligible to disclose exercised options under GEM listing rules[93] - The total number of share options granted to other employees amounts to 3,200,000 for the year ending December 31, 2023[90] - The company has a total of 2,400,000 options remaining for both the years ending December 31, 2024 and December 31, 2025[90] Operational Focus and Strategy - The company is focused on environmental services, including wastewater treatment and soil remediation, as part of its core business strategy[12] - The company plans to increase investment in the Vietnamese market, which is expected to become a key market for its continued development[38] - The company aims to maintain a prudent and pragmatic approach, focusing on stabilizing income, controlling costs, and monitoring cash flow for the remainder of 2023 and into 2024[40] - The company will continue to focus on the Greater Bay Area while maintaining communication with existing and new clients[38] - The company acknowledges ongoing challenges in the business environment, including global political issues and the uncertain integration of China into the global trade system[39] Cost Management and Expenses - Administrative expenses and financing costs have significantly decreased compared to the same period in 2022, leading to an overall improvement in financial data for 2023[39] - Sales cost decreased to RMB 70,488,000, down 36.6% from RMB 111,232,000 in 2022, attributed to higher gross margins from a large EPC project in Vietnam[51] - Selling and distribution expenses decreased to RMB 975,000, down 27.4% from RMB 1,343,000 in 2022, primarily due to reductions in salaries and employee benefits[53] - Administrative expenses reduced to RMB 16,689,000, a decrease of 24.4% from RMB 22,089,000 in 2022, mainly due to lower salaries and R&D expenses[55] Corporate Governance - The board is committed to maintaining good corporate governance practices, which are essential for business strategy formulation and risk management[58] - The audit committee consists of three independent non-executive directors, with Mr. Xie Zhiwei as the chairman[95] - The financial statements for the period were reviewed, including the unaudited condensed consolidated financial statements[95] - The report will be published on the Hong Kong Stock Exchange website and the company's website for at least seven days from the publication date[95]

China TianYF Holdings Group Limited 中 國 天 億 福 控 股 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8196） 截 至2023年9月30日 止 九 個 月 第 三 季 度 業 績 公 告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM已 定 位 為 相 比 起 在 聯 交 所 上 市 的 其 他 公 司 可 能 帶 有 較 高 投 資 風 險 的中小型公司提供一個上市的市場。有意投資者應了解投資於該等公司 的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯 交所主板買賣的證券承受較大的市場波動風險，同時無法保證在GEM買 賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所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，並明確表示概不就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 本公告乃根據聯交所GEM證券上市規則（「GEM上市規則」）的規定而提供 有關中國天億福控股集團有限公司（「本公司」，連同其附 ...

Financial Performance - The group's revenue for the six months ended June 30, 2023, was approximately RMB 65,362,000, an increase of about 5.9% compared to RMB 61,734,000 for the same period in 2022[5] - The total gross profit for the same period was approximately RMB 18,737,000, representing a significant increase of about 64.9% from RMB 11,362,000 in 2022[5] - The profit attributable to the owners of the company was approximately RMB 8,485,000, a turnaround from a loss of RMB 3,580,000 in the same period of 2022[5] - The company reported a pre-tax profit of RMB 10,181,000 for the six months ended June 30, 2023, compared to a pre-tax loss of RMB 3,764,000 in the same period of 2022[6] - Basic and diluted earnings per share for the six months ended June 30, 2023, were RMB 0.028, compared to a loss per share of RMB 0.012 in the same period of 2022[8] - The company reported a net loss of RMB 3,580,000 for the six months ended June 30, 2023, compared to a net loss of RMB 44,206,000 for the same period in 2022, indicating a significant improvement[13] - Total comprehensive loss for the period was RMB 3,602,000, which includes a foreign exchange loss of RMB 22,000[13] - The company reported a significant increase in rental income to RMB 1,393,000 in 2023 from RMB 1,008,000 in 2022, an increase of 38.3%[26] - Other income and gains increased to approximately RMB 3,281,000, a rise of about 74.1% from RMB 1,885,000 in 2022[70] Assets and Liabilities - The company's total assets as of June 30, 2023, were RMB 206,509,000, down from RMB 250,123,000 as of December 31, 2022[10] - The company's net asset value increased to RMB 81,001,000 as of June 30, 2023, compared to RMB 71,053,000 at the end of 2022[11] - The company's cash and bank balances decreased to RMB 28,316,000 from RMB 55,260,000 at the end of 2022[10] - Trade payables decreased to RMB 150,483,000 from RMB 181,652,000 at the end of 2022[10] - Total assets as of June 30, 2023, amounted to RMB 207,490,000, while total liabilities were RMB 168,337,000, resulting in a net asset position[24] - The capital debt ratio as of June 30, 2023, was 65%, down from 72% as of December 31, 2022[79] Cash Flow - Cash and cash equivalents decreased by RMB 26,752,000, ending at RMB 28,316,000 as of June 30, 2023, compared to RMB 57,621,000 at the end of June 30, 2022[15] - Operating cash flow showed a net outflow of RMB 1,609,000 for the six months ended June 30, 2023, down from a net inflow of RMB 6,444,000 in the same period of 2022[15] - The company’s financing activities resulted in a net cash outflow of RMB 25,118,000 for the period, compared to a net inflow of RMB 5,315,000 in the previous year[15] - The company’s cash flow from investment activities showed a slight outflow of RMB 25,000, indicating minimal investment activity during the period[15] Business Operations - The company operates in four main business segments: EPC projects, construction projects, equipment projects, and service franchise arrangements, focusing on environmental services such as wastewater treatment[20] - The company plans to continue expanding its environmental services and enhance its operational capabilities in wastewater treatment and soil remediation[20] - Revenue from EPC projects reached RMB 53,269,000, significantly up from RMB 14,416,000 in the previous year, marking a growth of 269%[26] - The revenue from EPC projects during this period was approximately RMB 53,269,000, while revenue from service concession arrangements was about RMB 10,297,000, and O&M project revenue was approximately RMB 1,796,000[55] - The company is focusing on expanding its operations in the Vietnamese market, having signed new contracts worth several tens of millions of RMB, with construction expected to start in 2024[58] Employee and Governance - The group employed 50 employees, a decrease from 69 employees as of December 31, 2022[117] - Employee benefits expenses, including salaries and wages, totaled RMB 9,408,000, slightly down from RMB 9,659,000 in 2022[28] - The company aims to ensure employee compensation levels are in line with industry practices and current market conditions[117] - The company maintains good corporate governance standards, with the board reviewing and improving governance practices regularly[120] - The board consists of four executive directors, one non-executive director, and three independent non-executive directors, ensuring sufficient independence[120] Share Options and Dividends - The company has implemented a share option plan allowing for the issuance of up to 18,000,000 shares, representing approximately 6% of the total shares issued as of the adoption date[31] - The company did not recommend any interim dividend for the six months ended June 30, 2023, consistent with the previous year[44] - The company has 18,000,000 unexercised share options with an exercise price of HKD 1.19, which could potentially increase the share capital by HKD 21,420,000 if fully exercised[39] - The share options have a vesting period of three years, with specific percentages vesting in subsequent fiscal years[103] Future Outlook - The company provided a positive outlook for the second half of 2023, projecting a revenue growth of 10% to 1.32 billion RMB[136] - New product launches are expected to contribute an additional 200 million RMB in revenue, with a focus on innovative technology solutions[136] - Strategic acquisitions are planned to enhance product offerings, with an estimated investment of 300 million RMB allocated for this purpose[136] - Research and development expenditures have increased by 30%, totaling 150 million RMB, to support new technology initiatives[136] - The company aims to improve operational efficiency, targeting a 5% reduction in costs by optimizing supply chain processes[136] - The company is committed to sustainability, with plans to reduce carbon emissions by 20% over the next three years[136]

China TianYF Holdings Group Limited 中 國 天 億 福 控 股 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8196） 截 至2023年6月30日 止 六 個 月 中 期 業 績 公 告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM已 定 位 為 相 比 起 在 聯 交 所 上 市 的 其 他 公 司 可 能 帶 有 較 高 投 資 風 險 的中小型公司提供一個上市的市場。有意投資者應了解投資於該等公司 的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主 板買賣的證券承受較大的市場波動風險，同時無法保證在GEM買賣的證 券會有高流通量的市場。 香港交易及結算所有限公司及聯交所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，並明確表示概不就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 本公告乃根據聯交所GEM證券上市規則（「GEM上市規則」）的規定而提供 有關中國天億福控股集團有限公司（「本公司」，連同其附屬公司，統稱「 ...