北方矿业股份有限公司2025年年度报告

2025Annual Report Contents目錄 Corporate Information2Chairman’s Statement4Management Discussion and Analysis8Biographical Details of Directors23Report of the Directors26Corporate Governance Report37Independent Auditor’s Report52Consolidated Statement of Profit or Loss andOther Comprehensive Income59Consolidated Statement of Financial Position61Consolidated Statement of Changes in Equity63Consolidated Statement of Cash Flows64Notes to Consolidated Financial Statements66Summary of Financial Information175 Corporate Information Yang Ying Min(Chairman and Chief Executive Officer)Qian Yi Dong(Deputy Chairman)Huang ZhidanShen JianQian Si Qun(appointed with effect from 28 March 2025) Independent Non-executive DirectorsShek Man HoShen Ming JieFeng Jia Wei COMPANY SECRETARYHo Wing Yan AUTHORISED REPRESENTATIVEYang Ying Min AUDIT COMMITTEEShek Man Ho(Chairman)Shen Ming JieFeng Jia Wei REMUNERATION COMMITTEEShen Ming Jie(Chairman)Feng Jia WeiQian Yi Dong NOMINATION COMMITTEEYang Ying Min(Chairman)Shen Ming JieFeng Jia Wei CORPORATE GOVERNANCE COMMITTEE Feng Jia Wei(Chairman)Shek Man HoShen Ming Jie FINANCIAL REPORTING COMMITTEE Shek Man Ho(Chairman)Shen Ming JieFeng Jia Wei Corporate Information AUDITORSSuya WWC CPA LimitedCertified Public Accountants REGISTERED OFFICE Clarendon House2 Church StreetHamilton HM 11Bermuda Clarendon House2 Church StreetHamilton HM 11Bermuda HEAD OFFICE AND PRINCIPALPLACE OF BUSINESS 6202004–05 Room 2004–05, 20/FKwan Chart Tower6 Tonnochy RoadWan ChaiHong Kong PRINCIPAL SHARE REGISTRAR Appleby Global Corporate Services (Bermuda) LimitedCanon’s Court, 22 Victoria Street,P.O. Box HM1179, Hamilton HM EXBermuda Appleby Global Corporate Services (Bermuda) LimitedCanon’s Court, 22 Victoria Street,P.O. Box HM1179, Hamilton HM EXBermuda(effect from 10 January 2025) HONG KONG BRANCH SHARE REGISTRAR ANDTRANSFER OFFICE 1617 Tricor Investor Services Limited17th FloorFar East Finance CentreNo. 16 Harcourt RoadHong Kong(effect from 28 February 2025) 433 SHARE INFORMATION Stock code: 433(The Stock Exchange of Hong Kong Limited) www.northmining.com.hk WEBSITEwww.northmining.com.hk Chairman’s Statement Dear Shareholders, On behalf of the board of directors (the “Board”) of North Mining SharesCompany Limited (the “Company”, together with its subsidiariesreferred to as the “Group”). It is with great pride and appreciation thatI present the Chairman’s Statement for the year ended 31 December2025, a period marked by resilience, operational progress, and strategicadvancement across our mining operation. BUSINESS REVIEW Mining Operation Following the successful resumption of full-scale mining operationsin October 2024 at our key site in Shaanxi Province Luo Nan Xian,the mining operation delivered robust performance throughout 2025.Enhanced safety protocols, upgraded equipment, and optimisedprocesses enabled us to achieve higher production volumes andconsistent molybdenum concentrate grades. Revenue and profitabilityfrom molybdenum concentrate sales, along with by-products such assulfuric acid and iron concentrate, showed substantial growth comparedto the prior year, reflecting improved operational efficiency and favourablemarket conditions for molybdenum driven by demand in China’s steelindustry. We continued to invest in modernising our mining assetswith advanced technologies to support long-term sustainability andenvironmental compliance. We would like to express our sincere gratitude to our employees andmanagement at all levels for their hard work and dedication this year. Wealso thank our suppliers and customers for their continued support andtrust. Chairman’s Statement Very Substantial Disposal 886 The Group’s chemical trading operation mainly comprise manufacturingand sale of chemical products in the PRC, which are conducted by AnhuiTongxin. Despite continuous effort to improve its operation, the Group’schemical trading operations have recorded unsatisfactory financialperformance, with consecutive net losses for the two years ended 31December 2024 and 31 December 2025. At the same time, the chemicaltrading operation recorded net liabilities of approximately HK$886 millionas at 31 December 2025, exerting a substantial adverse impact on theGroup’s overall financial position. The Company therefore has beenidentifying possible course of terminating or disposing the operation ofAnhui Tongxin and together with the aluminium metal trading operationwith the aim to improve the Group’s overall financial performance. The Board consider that the disposal of whole chemical trading operationand aluminium meal trading operation represents a valuable opportunityfor the Group to restructure its strategic business focus and redirectresources towards developing its principal mining operation. Having considered the above reasons and benefits, the Board considerthat the terms of the sale and purchase agreement are fair and reasonableand the transactions contemplated thereunder are o