天长集团2024年年报

CONTENTS Chairman’s Statement4 Management Discussion and Analysis6 Environmental, Social and Governance Report12 Directors and Senior Management46 Corporate Governance Report48 Directors’ Report65 Independent Auditor’s Report76 Consolidated Income Statement Consolidated Statement of Comprehensive Income87 Consolidated Statement of Financial Position 88 Consolidated Statement of Changes in Equity90 Consolidated Statement of Cash Flows91 Notes to the Consolidated Financial Statements92 Five Years Financial Summary188 CORPORATE INFORMATION BOARD OF DIRECTORS Executive Directors Mr. Chan Tsan Lam(Chairman)Ms. Poon Po Han LisaMs. Chan Yin Yan Independent Non-Executive Directors Mr. Ng Chi WaiMr. Hung Chun LeungMr. Chan Bing Kai COMPANY SECRETARY Ms. Poon Po Han Lisa AUTHORISED REPRESENTATIVES Mr. Chan Tsan LamMs. Poon Po Han Lisa AUDIT COMMITTEE Mr. Ng Chi Wai(Chairman)Mr. Hung Chun LeungMr. Chan Bing Kai REMUNERATION COMMITTEE Mr. Chan Bing Kai(Chairman)Mr. Chan Tsan LamMr. Ng Chi Wai NOMINATION COMMITTEE Mr. Chan Tsan Lam(Chairman)Mr. Hung Chun LeungMr. Ng Chi Wai REGISTERED OFFICE Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands WEBSITE OF THE COMPANY www.hktcgroup.com www.hktcgroup.com PRINCIPAL PLACE OF BUSINESS IN THE PEOPLE’SREPUBLIC OF CHINA (“PRC”) 2 XingDe East RoadDongjiang High New TechnologyIndustrial Park, Zhongkai Hi-Tech District,Huizhou City, Guangdong Province,China HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS INHONG KONG Workshop Unit 613th Floor, Block BHoi Luen Industrial Centre55 Hoi Yuen RoadKwun TongHong Kong55B136 HONG KONG SHARE REGISTRAR AND TRANSFER OFFICE Tricor Investor Services Limited17/F, Far East Finance Centre16 Harcourt RoadHong Kong CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR ANDTRANSFER OFFICE Conyers Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Conyers Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands AUDITOR Forvis Mazars CPA LimitedCertified Public AccountantsRegistered Public Interest Entity Auditor42nd Floor, Central Plaza18 Harbour RoadWanchaiHong Kong LEGAL ADVISER AS TO HONG KONG LAWS Adrian Lau & Yim LawyersUnits 610-611, 6/F, Tower 2Lippo Centre, 89 Queensway, Admiralty,Hong Kong 8926610-611 PRINCIPAL BANKERS Bank of China (Hong Kong) LimitedThe Hongkong and Shanghai Banking Corporation LimitedDah Sing Bank LimitedBank of Communications Co., Ltd. STOCK CODE 2182 CHAIRMAN’S STATEMENT TO THE SHAREHOLDERS On behalf of the board (the “Board”) of directors (the “Directors”) of TianChang Group Holdings Ltd. (the “Company”), I am pleased to present theannual report of the Company and its subsidiaries (together, the “Group”)for the year ended 31 December 2024 (the “Year”). BUSINESS REVIEW The Group operates its business through three segments, namelyintegrated plastic solutions segment, electronic cigarette (the“e-cigarette”) products segment and medical consumable productssegment. The integrated plastic solutions segment engages in moulddesign and fabrication services as well as plastic component design andmanufacturing services. The e-cigarettes products segment engagesin the manufacturing and sales of e-cigarette products. The Group’smedical consumable products segment engages in the manufacturingand sales of disposable face masks products under our own brand nameof “CAREWE”. The Group distributes our products within the domesticmarket and to overseas markets, including Europe, Asia and the UnitedStates (the “U.S.”). The Group has also obtained the Authorised EconomicOperator (“AEO”) Certificate issued by the China Customs, which couldimprove the operational efficiency of the Group. CAREWE In 2024, the business environment remained volatile due to widespreadglobal inflation and uncertainties surrounding the global economicslowdown. These factors contributed to subdued consumer sentimentand more cautious spending behaviour, which in turn affected consumerdemand and sales orders. As a result, the Group recorded a decrease inrevenue and resulted in a loss after tax during the year. Despite theseuncontrollable external challenges and the unpredictable environment,the Group has remained committed to investing in research anddevelopment to drive long-term growth. A research and developmentcentre has been established at our Shenzhen office, with a primary focuson developing new products for integrated plastic solutions segment andadvancing the core technology of e-cigarettes, including atomization, coiltechnology and other related innovations. During the Year, the Group’s total revenue amounted to approximatelyHK$539.6 million(2023: HK$697.5million), representing a decreaseof approximately 22.6%. The Group recorded a gross profit ofapproximately HK$110.1 million(2023: HK$135.9million)with a grosspr