MINTH

MINTH GROUP LIMITED

敏實集團有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 425

CORE VALUES

Integrity

Trust

Teamwork

Drive Transformation

VISION

Create beauty in motion with intelligence

MISSION

To make automobiles lighter, smarter, and beautiful

2 Corporate Information
3 Summary of Financial Information
4 Chairperson's Statement
5 Management Discussion and Analysis
20 Directors and Senior Management
23 Corporate Governance Report
34 Directors' Report
54 Independent Auditor's Report
58 Consolidated Statement of Profit or Loss and Other Comprehensive Income
59 Consolidated Statement of Financial Position
61 Consolidated Statement of Changes in Equity
63 Consolidated Statement of Cash Flows
65 Notes to the Consolidated Financial Statements

Should there be any discrepancy between the English and Chinese versions, the English version shall prevail.

MINTH GROUP LIMITED

CORPORATE INFORMATION

THE BOARD OF DIRECTORS

Executive directors

Wei Ching Lien (Chairperson and Chief Executive Officer)
Ye Guo Qiang
Zhang Yuxia

Non-executive director

Chin Chien Ya

Independent non-executive directors

Wang Ching
Mok Kwai Pui Bill
Tatsunobu Sako
Meng Li Qiu
Chen Quan Shi (retired on 31 May 2024)

COMPANY SECRETARY

Yi Lei Li

REGISTERED OFFICE

Cricket Square
Hutchins Drive, P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

GROUP HEADQUARTER

3/F, No. 19 Lane 146, Xinhu 2nd Road
Neihu District, Taipei City
Postal Code 114065
Website: www.minthgroup.com

REGIONAL HEADQUARTERS

Asia-Pacific
No. 1 Yazhong Road, Nanhu District
Jiaxing City, Zhejiang Province
Postal Code 314006
China
Tel: (86 573) 8368-6700

North America
51331 Pontiac Trail, Wixom
Michigan, 48393, USA

Europe
Carl-von-Linde-Str. 38, 85716
Unterschleißheim, Germany

OFFICE IN HONG KONG

7/F., K11 Atelier, Victoria Dockside
No. 18 Salisbury Road
Tsim Sha Tsui, Hong Kong

PRINCIPAL BANKERS

Bank of China
Ningbo Development Zone sub-branch
21 Donghai Road
Ningbo Economic and Technological Development Zone
China

Citibank N.A.
Hong Kong Branch
44/F Citibank Tower
No. 3 Garden Road
Central, Hong Kong

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Suntera (Cayman) Limited
Suite 3204, Unit 2A
Block 3, Building D
P.O. Box 1586
Gardenia Court
Camana Bay
Grand Cayman, KY1-1100
Cayman Islands

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Computershare Hong Kong Investor Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wan Chai, Hong Kong

AUDITOR

Deloitte Touche Tohmatsu
Certified Public Accountants
35th Floor, One Pacific Place
88 Queensway
Hong Kong

LEGAL ADVISERS TO THE COMPANY

As to Hong Kong Law
Reed Smith Richards Butler LLP
17th Floor, One Island East
Taikoo Place, 18 Westlands Road
Quarry Bay, Hong Kong

As to PRC Law
Zhejiang T&C Law Firm
11/F Block A Dragon Century Square
1 Hangda Road, Hangzhou
China

As to Cayman Islands Law
Conyers Dill & Pearman
Century Yard, Cricket Square
Hutchins Drive, George Town
Grand Cayman, British West Indies

STOCK CODE

SEHK Code: 0425

SUMMARY OF FINANCIAL INFORMATION

A summary of the results, assets and liabilities of Ninth Group Limited (the "Company") together with its subsidiaries (collectively the "Group") for the last five financial years is as follows:

	For the year ended 31 December
	2020
RMB'000	2021
RMB'000	2022
RMB'000	2023
RMB'000	2024
RMB'000
Result
Turnover	12,466,858	13,919,269	17,306,393	20,523,674	23,147,123
Profit before tax	1,679,575	1,845,812	1,779,069	2,315,475	2,806,939
Income tax expense	(216,587)	(266,364)	(248,708)	(351,482)	(431,179)
Profit for the year	1,462,988	1,579,448	1,530,361	1,963,993	2,375,760
Attributable to:
Owners of the Company	1,395,509	1,496,507	1,500,584	1,903,231	2,319,300
Non-controlling interests	67,479	82,941	29,777	60,762	56,460
	1,462,988	1,579,448	1,530,361	1,963,993	2,375,760
	As at 31 December
---	---	---	---	---	---
	2020
RMB'000	2021
RMB'000	2022
RMB'000	2023
RMB'000	2024
RMB'000
Assets and Liabilities
Total assets	27,205,745	29,644,844	33,273,798	37,547,306	38,758,936
Total liabilities	(11,892,850)	(13,089,188)	(15,575,679)	(18,407,427)	(17,500,005)
	15,312,895	16,555,656	17,698,119	19,139,879	21,258,931
Equity attributable to owners of the Company	14,944,004	16,022,972	16,917,751	18,318,497	20,445,152
Non-controlling interests	368,891	532,684	780,368	821,382	813,779
	15,312,895	16,555,656	17,698,119	19,139,879	21,258,931

ANNUAL REPORT 2024

CHAIRPERSON'S STATEMENT

Dear Shareholders:

First of all, thank you very much for your trust and support in Minth Group!

As we all know, the international situation and trade environment have undergone drastic changes over the past year; in particular, with the new U.S. administration taking office, companies need to respond very quickly to many international trade conflicts.

Fortunately, as early as 2006 — nearly 20 years ago, Minth began its global layout and established a rapid response mechanism to deal with various emergencies. Our team has also built up very strong global operating capabilities through years of training and cultivation. As a result, despite the challenging global market conditions, Minth recorded an overall decent performance in 2024 since its inception, with its profit hitting a new high, consolidating our confidence in development for the next few years.

As protectionism intensifies around the globe, trade across continents has seen more barriers than ever before. However, Minth has developed a rapid response mechanism that can fully deal with such a situation.

We have highly competitive and low-cost production bases as well as assembly factories that cater for customers' needs in multiple countries in Europe, North America, and Asia. For example, in Europe, we have a strong production base in Serbia, which complements our assembly factories in the United Kingdom, Germany, France, Poland, and the Czech Republic, enabling comprehensive localised production in Europe. In North America, we have factories in Mexico, the U.S., and Canada. In Asia, we have factories in China, Thailand, and South Korea to independently support the business development of these three major markets. This allows Minth to fully realise its localised production. Our factories in China are the most comprehensive, and they are able to serve Chinese local brands and joint venture brands throughout China, while managing to maintain a favorable gross profit margin.

Minth has always been taking the lead in the industry in term of innovative products. For instance, Minth has proactively invested in and developed extensive technological resources within the low-altitude economy and artificial intelligence robotics sectors — both of which are strongly supported by the Chinese government at this stage — as well as the wireless charging industry, which is essential to meet the rigid demand from autonomous driving. It is anticipated that, as these sectors flourish in the future, Minth will be well-positioned to capitalise on and benefit from the growth of these emerging markets. Undoubtedly, we will continue to invest in R&D across other promising fields.

Our achievements in 2024 were underscored by the dedication of the entire workforce, who has laid a solid foundation for our next stage of development. We are fully confident that this marks just the beginning of a period of rapid growth for Minth.

On behalf of my colleagues at the Group, I would like to express our most sincere gratitude to all shareholders for their unwavering support.

Wei Ching Lien
Chairperson
24 March 2025

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW

During the year ended 31 December 2024 (the "Review Year"), the national and local governments actively implemented timely policies in the Chinese automobile market, such as vehicle scrapping subsidies and vehicle trade-ins, resulting in steady progress in production and sales throughout the year. According to the statistics from the China Association of Automobile Manufacturers ("CAAM"), the production and sales of China's passenger vehicles during the Review Year were approximately 27,477,000 units and approximately 27,563,000 units respectively, representing an increase of approximately 5.2% and approximately 5.8% year-on-year. During the Review Year, under the combined effects of favorable policies, ample supply, price reduction, and continuous improvement of infrastructure, the new energy vehicle ("NEVs") segment continued to thrive, and its market share among new vehicles sales had reached approximately 40.9%, with its sales amounting to approximately 12,866,000 units, representing a year-on-year increase of approximately 35.5%, out of which sales of plug-in hybrid vehicles increased by approximately 83.3% year-on-year, evidencing significant growth.

As to the Chinese market, during the Review Year, with its leading position in the field of electric vehicles ("EVs"), Chinese OEMs delivered stellar result with their passenger vehicles reaching a market share of approximately 65.2%, representing a year-on-year increase of approximately 9.2 percentage points. At the same time, intelligent and new energy transformation enabled Chinese auto brands to gradually enter the high-end market. As for joint venture OEMs, the market share of German, Japanese and American OEMs were approximately 14.6%, approximately 11.2% and approximately 6.4% respectively, representing a year-on-year drop of approximately 3.2 percentage points, approximately 3.2 percentage points and approximately 2.4 percentage points respectively. The market share of Korean OEMs amounted to approximately 1.6%, which remained basically flat with that of the same period in the previous year. According to the statistics of CAAM, during the Review Year, the export of passenger vehicles hit another new high, with sales of approximately 4,955,000 units, representing a year-on-year growth of approximately 19.7%, which has become one of the important driving forces for the growth of automobile production and sales.

As to the international market, during the Review Year, despite the increasingly stabilized supply chain and the substantial improvement in inventory, the global sales of light vehicles merely recorded a slight increase due to factors such as the geopolitical tension, the uneven economic growth across the globe and the slowdown in the growth of EVs. According to the statistics of GlobalData, during the Review Year, global sales of light vehicles were approximately 88,640,000 units, representing a year-on-year increase of approximately 2.1%. During the Review Year, among major mature markets, sales in the United States (the "US") amounted to approximately 15,977,000 units, representing a year-on-year growth of approximately 2.3%; sales in Western Europe amounted to approximately 11,550,000 units, which is basically flat when compared with that in 2023; and sales in Japan amounted to approximately 4,421,000 units, representing a year-on-year decrease of approximately 7.5%. As to major emerging markets, during the Review Year, sales in Brazil, Mexico and India increased by approximately 13.2%, approximately 9.8% and approximately 4.5% year-on-year respectively, while sales in Thailand dropped by approximately 26.2% year-on-year.

COMPANY OVERVIEW

The Group is primarily engaged in two major businesses, namely the research and development ("R&D"), production and sales of auto parts, as well as that of toolings and moulds. The auto part business of the Group mainly includes metal and trim products, plastic products, aluminium products and battery housing products. The tooling and mould business mainly includes various moulds, gauges and fixtures for the development, processing and production of automobile exterior decorative parts and body structural parts. As a globalized supplier, the Group has established worldwide presence through the development of R&D, design, production and sales networks in China, the US, Mexico, Germany, the United Kingdom, Serbia, the Czech Republic, Thailand, Japan, South Korea, France and Poland. Together with the new base in Canada that is under planning and construction, the Group is committed to continuously providing customers with quality services and products.

ANNUAL REPORT 2024

MANAGEMENT DISCUSSION AND ANALYSIS

During the Review Year, the four product business units ("BUs") of the Group, namely plastic products, aluminium products, metal and trim products, and battery housing products, continued to maintain effective collaboration with cross-functional departments and production plants to further improve operational efficiency. In line with the product characteristics of different BUs, the Group optimised the operation model of regional "major hubs" in tandem with satellite factories worldwide according to local conditions to achieve synergy in global production capacity while maintaining independent regional operations; and by continuing to enhance the "GLOCAL" (global + local) business philosophy, utilising the Group's global resources and best practices in operations, and optimising localised operations and supply chain layout, the Group strengthened its advantages in globalization and continuously built its core competitiveness in terms of layout, technology, product, resource and talent. During the Review Year, the Group implemented a differentiated management model in its production capacity layout, and established a systematic management process for its assets throughout the life cycle, thereby achieving a production capacity layout that is most in line with Minth's global operations. On the one hand, the Group moderately expanded production capacity in accordance with the actual needs of its business development, while exercising stringent control over the rationality and effectiveness of related investments and actively promoting equipment reuse with a remarkable result in effective control. On the other hand, the Group continuously monitored the operational efficiency of each factory, optimised and consolidated factories and production lines that have a lack of scale or with lower capacity utilisation rate, in order to further enhance its operations and profitability. In light of the past new business intakes and potential new orders demand in the future, the Group plans to increase capital expenditure in North America and Southeast Asia in an orderly manner, aiming at accelerating the business growth in these markets as well as further improving the Group's GLOCAL presence. The source of funding for such investment is expected to be mainly from operating cash inflow.

During the Review Year, the Group continued to deepen the implementation of Minth Operation Excellence System (敬實卓越儲管系統), remained committed to fully advancing lean operation and management, and pushed forward a number of cost reduction projects, resulting in a significant uptick in gross profit margin. Meanwhile, the Group continued to boost the overall competitiveness of its products through enhancing processes, manufacturing technologies and production models, and strived for a thorough penetration of these products at customers' end. Through frequent exchange and interaction with its customers, the Group remained committed to the provision of optimal and systematic solutions to customers' internal combustion engine ("ICE") vehicle models

and NEV models by perceiving customer demands in relation to product, technology and material innovation. Building on its diversified customer base, the Group closely monitored the business development of its OEM customers to timely adjust its business structure. During the Review Year, the Group continued to focus on the business development of Chinese OEMs and NEV start-ups, while playing an active role in supporting Chinese OEMs' overseas expansion strategy with its GLOCAL business philosophy and global layout advantages. During the Review Year, the Group strived to seize new business from international OEMs in the global market and secured multiple orders for battery housings, subframes, stiffener sills, grilles, etc. During the Review Year, the Group continued to grow its revenue from battery housing business, body and chassis structural parts and intelligent exterior decorative parts at a rapid pace, while achieving a steady growth in traditional products. This, coupled with the cultivation of new fields such as battery cell structural parts which have already been under planning, as well as the business expansion of sealing systems in new markets, will serve as the driving force of the Group's sustainable development in the medium to long term.

The Group continues to promote digital transformation and is ever-closer to digital operation and decision-making. Through the in-depth application of multiple digital systems, the Group has carried out the design and development of digitalization products covering the entire life cycle in relation to production, fixed assets and R&D data. This has laid a solid foundation for enhancing the digital management of its entire operation process and improving the efficiency of its corporate operations comprehensively. During the Review Year, the Group further strengthened its digital construction, continuously optimised SAP and its related systems, and implemented information input through AI means to better support its management and decision-making. Meanwhile, in terms of digital operations, the Group was committed to building benchmark factories and replicating them reasonably, thereby effectively facilitating the Group's agile operations.

During the Review Year, the Group continued to build on its environment, safety and occupational health ("EHS") system with the goal of "Green Manufacturing with Intelligence and Sustainable Development" to continuously deepen EHS management, continuously improve the construction of energy system and carbon emission management system, fulfil corporate social responsibilities, and continuously promote and create an excellent Minth EHS management system.

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

During the Review Year, the Group carried out ISO50001 energy management internal audit, management review and certification, with a certification coverage rate of around 86%. The Group has established energy management functions, annual performance targets, energy-saving management technical solutions and daily review systems at the plants, BUs and group levels. During the Review Year, the Group witnessed continuous improvement in energy conservation and carbon reduction, with energy consumption per RMB10,000 of output reduced by approximately 5.0% year-on-year. During the Review Year, the Group continued to enhance its digital EHS management and carbon emission management. With the eight modules launched on the Group's digital EHS system, namely the workplace accident management system, construction management system, EHS red line management system, EHS hidden-danger management system, EHS outstanding case library, carbon emission management system, EHS honours and awards system and STOP management system (safety training observation program management system), the Group has comprehensively improved its EHS management efficiency, EHS risk prevention capability and emergency handling capability in its global factories. In particular, the carbon emission management system is able to measure and verify carbon emission intensity, carbon footprint and energy consumption of large production lines, as well as to manage energy-saving and low-carbon projects, in a bid to facilitate the Group to achieve its goals of carbon peaking and carbon neutrality. The STOP management system has improved EHS leadership and employees' safety awareness by monitoring the safety level of employees' behaviours.

During the Review Year, the Group constantly introduced advanced technologies for wastewater, emissions and hazardous waste treatment to effectively reduce pollutant discharge and emission; increased investment in waste recycling facilities so as to reduce procurement of raw materials and supplies as well as operating costs; enhanced operation management of emission treatment facilities to ensure that the pollutant discharge of the Group is up to standards. During the Review Year, the Group continued to strengthen its safety management across all BUs on a uniform basis with a focus on on-site operations, and updated and refined its EHS red lines in line with the changes in relevant regulations. Based on a set of criteria called the "fourteen major red lines" and centering around "list management & process control", the Group put forward the EHS management principle of "clear communication, precise implementation, closed loop management and complete evidence chain" to enhance the safety awareness of employees and reinforce the management's awareness of risk identification, which will ensure operational safety at the factory level. The Group's EHS team continued to implement EHS red lines internal audit against each factory in Asia-Pacific, Europe and North America regions, commenced

corporate compliance evaluation from 45 dimensions, identified and reduced on-site key risks, and comprehensively enhanced its capability in management and control of EHS risks, which facilitated the Group to reduce the risks of the occurrence of fire accident and work-related injury and enhanced its EHS performance, so as to ensure safety and health in its operations eventually. The Group has formulated the "EHS Comprehensive Management Evaluation Criteria" to strengthen process management and enhance its EHS systematic management level through feedback and continuous improvement. The Group has passed 100% of renewal audits of the ISO45001 and ISO14001 Systems. During the Review Year, work-related injury or accident rate per million working hours of the Group was 1.00. The Group has always attached great importance to the development and management of occupational health by optimising management mechanisms for jobs exposed to occupational hazards, improving the working environment for staff and ensuring comprehensive implementation of the occupational health check systems to safeguard the general health and well-being of the employees.

As of the end of the Review Year, 4 subsidiaries of the Company were awarded "National Green Factory of China", 3 subsidiaries of the Company were awarded "National Green Supply Chain Management Enterprise of China", and 14 subsidiaries of the Company were awarded "Provincial and Municipal Green Factory of China". At the same time, the Group was awarded the title of China's "Top Runner for Industrial Carbon Peaking" in 2024, and was selected as one of the first "Waste-Free Groups" at the provincial level in Zhejiang Province.

During the Review Year, in strict compliance with the "Minth Group Internal Control and Risk Management System" and the "Minth Group Internal Control and Risk Management Guidelines", and fully leveraging its risk management online platform, the Group conducted comprehensive and in-depth upgrade and optimisation on its risk assessment mechanism. With its various functional departments and operating units carrying out ongoing risk assessments in a practical and effective manner, the Group has developed a comprehensive risk list and formulated targeted risk response strategies, fostering the in-depth integration of risk management into daily operation. These measures have enabled the visualised and dynamic management of risks, allowing the Group to timely and effectively monitor and respond to all types of risks. Adhering to its development strategy, the Group continuously strengthened its efforts in building and improving its internal control and risk management systems to ensure a clear definition of authority and responsibility. At the same time, by leveraging its advanced digital management platform, the Group has made every effort to expedite the construction of a framework system that facilitates process-centred internal control and management. This has resulted in a

ANNUAL REPORT 2024

MANAGEMENT DISCUSSION AND ANALYSIS

significant leap in its business processes, transitioning from standardisation to automation, which has greatly enhanced its operating efficiency and risk prevention and control capabilities. Based on its globalisation strategy, the Group conducted a comprehensive audit across regions including Asia-Pacific, Europe and North America, which effectively reduced both internal and external compliance risks and improved its operational efficiency and conversion rates of its business results. Jiaxing Minhui Automotive Parts Co., Ltd. (嘉興敏惠汽車零部件有限公司), Ningbo Shintai Machines Co., Ltd. (寧波信泰機械有限公司) and Zhejiang Minneng Technology Co., Ltd.* (浙江敏能科技有限公司), all being subsidiaries of the Company, have successfully completed annual supervisory audit for the ISO37001 anti-bribery management system, reflecting the Group's ongoing and effective implementation of its anti-bribery management system. During the Review Year, the Group also completed the updates of the "Minth Group Anti-Money Laundering Management System" and the "Minth Group Anti-Unfair Competition Code of Conduct". Meanwhile, in accordance with the "Minth Group Limited Code of Business Conduct and Ethics" and the "Minth Group Limited Whistleblowing Procedures for Ethics and Compliance", along with other policy documents outlining standards and requirements on business ethics and compliance, the Group has optimised the reporting and feedback mechanism. These protocols encourage the Group and all stakeholders to continuously work toward creating a transparent and incorruptible business environment that safeguards their lawful rights and interests. Based on the above relevant measures, the Group will continue to uphold the core values of integrity and improve its audit and supervision, internal control and risk management models, thereby ensuring that potential risks are contained within acceptable limits. These measures will safeguard and promote the sustainable and steady development of the Group.

BUSINESS AND OPERATION LAYOUT

During the Review Year, the Group's revenue was approximately RMB23,147,123,000, representing an increase of approximately 12.8% compared with approximately RMB20,523,674,000 in 2023. In particular, the Group's revenue from China was approximately RMB9,323,157,000, representing an increase of approximately 1.3% compared with approximately RMB9,204,126,000 in 2023. During the Review Year, the business of joint venture OEMs was impacted by fluctuations in production and sales, but driven by the continuous and rapid development of the business with Chinese OEMs as well as the NEV market in China, the Group's revenue from China continued to grow. The Group's international revenue during the Review Year was approximately RMB13,823,966,000, representing an increase of approximately 22.1% compared to approximately RMB11,319,548,000 in 2023, which was primarily attributable to the rapid ramp-up of the Group's battery housing business and the steady growth of its traditional product lines.

During the Review Year, the Group continued to witness a solid development of its new business intakes, with notable achievements in battery housing and body and chassis structural parts businesses.

In terms of battery housing business, the Group made a significant breakthrough in China by securing battery housing assembly orders from Changan and Volkswagen in Anhui for the first time. Meanwhile, the Group's presence in the battery housing business with multiple key customers has been steadily expanding. The Group successfully secured battery housing business from Hyundai-Kia in Europe, and further consolidated its partnership with Stellantis and other customers. The Group has also secured its first battery housing business order from Ford in North America and from Toyota in Japan. The continued expansion of its customer base not only demonstrates the Group's comprehensive competitiveness and brand influence, but has also laid a solid foundation for its long-term development. In respect of body and chassis structural parts business, the Group achieved its first breakthrough in the subframe as well as electronic control case and electronic motor housing businesses, securing orders from Volvo and Hyundai-Kia in Europe respectively. In addition, the Group received its first orders for structural products from Toyota in Japan and continued to expand its market share of structural components with Honda and Stellantis in North America.

During the Review Year, the Group continued to strengthen its position in the field of intelligent exterior components, expanding both its product offerings and market share. Following the successful intake of orders from Harmony Intelligent Mobility Alliance in 2023, the Group further deepened its cooperation with Huawei during the Review Year, securing orders for various products such as flush door handles, illuminated emblems, illuminated panels as well as structural components. The Group also successfully secured orders from Geely for multiple intelligent B pillars and quarter windows. In addition, the Group achieved its first breakthrough in the electronic controller business by securing orders for tailgate controllers from SAIC. This achievement not only enriches the Group's product mix but also demonstrates strong market recognition of its technological strength in automotive electronics, providing solid support for future expansion into more electronics-related businesses. Meanwhile, the Group made its first breakthrough in BYD's drone cabin business, further expanding the scope of its cooperation with BYD.

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

During the Review Year, the Group continued its efforts to expand the intake of new business for its traditional products. The Group further enhanced its collaboration with multiple Chinese brands, including BYD, Geely, and GAC, while strategically expanding its market share with Japanese brands in the international market, achieving significant progress across multiple product segments. Meanwhile, the Group optimised its business presence in North America, making continuous progress in its local production and supply chain management capabilities. By securing grille assembly business from Stellantis in North America, the Group moved from component supply to module assembly. It also obtained the roof rack business for one of the best-selling vehicle models in North America. During the Review Year, the Group suitably identified customer technology trends and leveraged favourable changes in the competitive landscape for trim products in North America, securing multiple orders from a leading EV manufacturer in the region, solidifying its position as a core global supplier for trim products to this customer. Additionally, building on its product experience in sealing systems in China market, the Group achieved its first breakthrough in the international market for this product during the Review Year, securing an order from Renault in Europe. The diversified product portfolio and balanced customer base not only enhance the Group's market competitiveness, but also strengthen its resilience to market risks, providing strong support for the Group's long-term and stable development.

During the Review Year, the Group continued to implement the GLOCAL philosophy in its operational practices through ongoing cultivation and retainment of global technical and managerial talents. At the same time, through the delegation of training to exemplary factories within the same BUs, the Group enhanced the comprehensive skills of core employees in local factories, thereby strengthening the flexibility and rapid response capabilities of its global factories to handle new mass production projects and unexpected situations. With the rapid growth of international revenue, the Group made strategical and continuous improvements to the localisation rate of its operations in North America and Europe, and a majority of the orders for these regions had been locally produced as of the end of the Review Year. This has helped keep the impact and uncertainties caused by tariffs and geopolitical factors within manageable limits. The Group continued to enhance the management standard of its factories globally, built benchmark factories and promoted their management models, and employed its experience from the benchmark factories in terms of operation, technology and innovation to empower its global operations. During the Review Year, the Group's global factories made comprehensive use of the advantageous resources of various locations to pursue local excellence, prioritizing to improve the process planning, production efficiency, product yield, and capacity utilisation rate for products with more complex processes, so as to achieve a comprehensive improvement in technology, quality, and processes.

During the Review Year, the Group continued to optimise the operational efficiency of its factories around the globe. The profitability of factories in Tianjin, Xianning, Qingyuan, and Jiaxing, China has significantly improved through technological enhancements, quality improvements, and the optimisation of inventory, packaging and logistics management. During the Review Year, the teams at Qingyuan and Thailand factories worked closely together to promote cultural integration, achieving overall efficiency improvements and quality enhancements through close collaboration and resource sharing. Building on the significant and steady improvements in the overall capabilities of its factories in Mexico and Thailand, the Group leveraged its resource advantages in North America, Thailand, and China to reduce local operating costs in North America. During the Review Year, the Group continued to consolidate the vertical integration of processes in its factories at different locations. The smelting and casting production lines in Serbia were officially put into operation, which not only enhances the competitiveness of its processes, but also provides green aluminium materials for the Group's battery housing and aluminium BUs, contributing to the Group's gradual realisation of its carbon neutrality target. During the Review Year, the Group's battery housing factories in France and Poland successively kicked off mass production, with the French factory turning profitable within the year. During the Review Year, the Group's factory in South Korea officially commenced production, further optimising the Group's localised supply capabilities and global layout. Additionally, during the Review Year, the Group further strengthened its working capital management, focusing on sorting out abnormal inventories, and implementing target-driven inventory management, while supporting the improvement of the production planning and warehouse management capacity of its international factories.

During the Review Year, the Group made stringent control over its capital expenditures and continued to implement its asset-light strategy. It rigorously assessed the rationality and necessity of new capacity investments, while also utilizing used equipment, reducing dedicated production lines, and enhancing production line flexibility. These measures improved capacity utilisation and, as a result, reduced overall investments. Given the volatility of the global economy and business environment, the Group has swiftly adjusted its investment pace, pursuing a dynamic balance between resource investment and operating results. In addition, the Group continued to implement measures to reduce costs and increase efficiency, as well as to save energy and reduce consumption. During the Review Year, the Group increased the recycling and reuse of scrap and waste materials, including aluminium, stainless steel, plastics, and chemicals used in the surface treatment production lines, and carried out reuse as far as practicable to reduce waste. Meanwhile, the Group has vigorously promoted photovoltaic power generation to gradually reduce the consumption of thermal power and enhance the proportion of green energy.

ANNUAL REPORT 2024

MANAGEMENT DISCUSSION AND ANALYSIS

The global macro environment and the development of the automobile industry are undergoing constant changes. During the Review Year, a number of European countries and OEMs have announced a slowdown in the electrification process of automobiles, and the lifecycle and iteration speed of existing models may be adjusted accordingly. In view of this, the Group continues to expand other product categories while stabilising the customer coverage of battery housings and related products, aiming to reducing potential risks by increasing market share and content value per vehicle. In addition, the Red Sea crisis had far-reaching impacts on the global logistics industry during the Review Year. The Group, in collaboration with its customers, logistics providers and other parties, made concerted efforts to effectively ensure the delivery of its products and keep the overall logistics costs at a relatively reasonable level by making timely adjustments to the production arrangements, improving packaging solutions and loading rates, and negotiating agreements on reasonable logistic solutions. The Group's quick response has been well recognised by its customers. During the Review Year, the Group achieved stable growth in results despite various uncertainties. The Group has always been committed to creating stable returns for its shareholders and other stakeholders, building a sustainable development path, and at the same time striving to minimise operational risks.

RESEARCH AND DEVELOPMENT

R&D and innovation are important pillars to corporate development and the Group attaches great importance to R&D planning. The Group had actively responded to the changes and developments in the automotive industry by laying down an innovation-driven strategy, optimising the structure of R&D organisations, strengthening the self-initiated R&D and innovative research capability in respect of basic materials, products and technologies, and continuing its investments in R&D. Through in-depth exchange with customers such as traditional OEMs, NEV start-ups and battery makers, the Group strived to firmly grasp the differences in product and technology requirements of various customers and the development trend; and through proactive self-innovation and cooperation with leading enterprises globally, to promote technical breakthrough of processing technology. The Group prospectively improved the R&D capability and management efficiency as a whole to further solidify its presence in core components for NEVs and ICE vehicles and to promote the integration of intelligent products and exterior decorative parts, thus consolidating its position as a core strategic partner to OEM customers. The Group will continue to engage in innovative R&D and deployment, devote itself to the business development of products including battery housings, body and chassis structural parts and intelligent integrated exterior decorative

parts, and contribute to the evolution of the automotive industry towards low carbon and intelligence. The Group has achieved tremendous milestones in these fields, which lays a solid foundation for the Group's future sustainable development.

During the Review Year, the Group continued to win nominations from traditional OEMs, NEV start-ups and battery makers, further consolidating the Group's leading position as one of the largest battery housing suppliers in the world. The Group paid close attention to the development of battery housing and its technology and conducted independent R&D. In view of the market trend and on the back of its advantages in processing technology, the Group has launched roll-forming battery housings and successfully won nominations from Chinese and European OEM customers. The Group continued to carry out R&D from different perspectives, such as structure, battery adaptability, application and materials and offer multiple cell-to-body (CTB) solutions for battery housings, providing innovative solutions to customers on a continuous basis. Based on its customer advantage in battery housings and deep cooperation with battery manufacturers, the Group successfully made a breakthrough in the orders for battery cell structural parts, which was gradually becoming another growth driver for the Group. The Group has been proactively tapping into complementary parts of battery housing and successfully developed products such as front and rear crash management systems, subframes and die casting structural parts, which has started to see order inflows. The Group has obtained orders of die-casting electric control case, which would facilitate the Group to achieve integration of battery housings and body and chassis structure progressively, while also promoting a significant increase in the Group's content value per vehicle.

As for intelligent exterior decorative products, the Group focused on the product R&D and expansion of intelligent front and rear modules and intelligent door systems to fully realise intelligent upgrade for exterior decorative products. During the Review Year, the Group prioritized the development of front and rear face assemblies, door assemblies and composite body structural parts. The Group has prospectively carried out R&D and planning for solutions of integrated intelligent front modules, which combine functions such as illumination, heating, wave transparency and automatic cleaning, and multiple industry-leading patents have already been authorised for those products and could be used for level 4 and above autonomous driving. The Group experienced increasing market penetration for several products, won nomination of a fully enclosed intelligent front module panel from a European OEM, and successfully achieved mass production of LiDAR compatible radomes on the first vehicle model of a well-known technology company which also straddles the car manufacturing industry. The

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

Group has successfully achieved a breakthrough in its integrated roof module project, and offered systematic solutions for leading Chinese NEV manufacturers in this regard. The Group has also actively deployed in the field of intelligent door systems, including application scenarios such as intelligent access and automatic opening, by which the doors are able to open automatically through contactless biometric identification of car owner, and the Group's self-developed technologies, such as intelligent pillar cover with face recognition function, electric side door system and ultralight door assemblies, have started to see order inflows. The Group attaches great importance to customers' needs in forward-looking technology and has signed a cooperation agreement with a European OEM to jointly develop future-oriented intelligent door solutions. The Group has made significant breakthroughs in the field of composite material application and body weight reduction in respect of door systems, the product solution of which, backed by the Group's unique VarinTech® technology, has been recognised by multiple customers in the NEV industry, and preliminary R&D projects have been gradually carried out to accelerate the commercial application and promotion of composite materials in the automotive industry.

The Group is also actively exploring new sectors and products to develop a second growth curve. In consideration of the developments in autonomous driving and future charging technology, the Group has been proactively cultivating EV wireless charging systems, and signing a strategic partnership framework agreement with Siemens of Germany to jointly carry out a wireless charging project. In light of market and policy trends, the Group has also ventured into the low-altitude economy and biorobotics fields, and has been actively attracting talents and effectively leveraging the advantages of lean manufacturing from the automotive industry to be well-prepared for large-scale commercialisation in these areas in the future. In the low altitude economy field, the Group focuses on the planning, R&D and production of two major product systems, namely the airframe and rotor system of low altitude aircraft. The design, development and delivery of over one hundred components have been completed for the first model of a customer. At the same time, the Group, together with multiple leading Chinese players of flying vehicle/eVTOL (electric Vertical Take-off and Landing), has initiated in-depth cooperation, and it also deeply participates in projects involving the certified models and airworthy depth of these customers. In the biorobotics field, the Group is focused on the independent R&D of integrated joint designs, motor drive technology, intelligent electronic skin and intelligent panels for robots, wireless charging system for robots and limb structural parts. The Group has established strong partnerships with multiple robotics customers for concurrent design of solutions and completed small batch delivery of samples during the Review Year.

The Group also attaches great importance to technological R&D of new materials and has continuously increased its R&D investment in materials, mastering the technologies of four core materials, namely high-performance collision aluminium, high performance elastomer materials, functional plastics and green materials, as well as the related surface treatment technologies. In particular, the Group has developed the Minal®-S636 aluminium alloy with 360Mpa ultra-high yield strength and excellent collision resistance, which has successfully passed the vehicle crash performance test and reached advanced level in the global market. As of 31 December 2024, the Group has over 60 core patents in terms of material formula and processing technology in relation to aluminium alloy, which have been widely applied in the battery housings and body and chassis structural parts of OEMs such as BMW, Benz and Volkswagen, demonstrating the Group's comprehensive technological capability in both product and material, as well as its role as a leading player in Asia-Pacific or even the global market. Meanwhile, in response to the carbon neutrality targets in various markets in the world, the Group developed its proprietary ECO-ALUMIN® S series, a type of environment-friendly collision aluminium, with a carbon emission of less than $2.5\mathrm{Kg.CO}_2/\mathrm{Kg.AL}$. In the meantime, the Group values the R&D and innovation of polymer materials and has completed the development of various green and low carbon materials, including but not limited to EcoSupElast® green elastomer materials, EcoOleCom® green plastics and bio-based materials, which have obtained technological certification from a number of OEMs and have been successfully put into mass production and application. These materials could reduce carbon emission by over $30\%$ comprehensively, contributing to the Group's realisation of its carbon neutrality goal.

The Group puts strong emphasis on the protection of intellectual property rights. It has initiated a comprehensive deployment in patents and trademarks for innovative products, and is focused on exploring and protecting high-value patents. The Group also actively improved the patent development globally, and enhanced the evaluation criteria for international patents as well as achieved systematic evaluation. During the Review Period, 449 new patent applications were filed by the Group, among which 63 applications were prioritized and related to high-value patents, and 43 applications were related to international patents. The applications for international patents cover various countries or regions including the European Union, the US, the United Kingdom, Japan, Mexico and Australia. During the Review Year, the Group was granted 400 new patents by competent authorities and 38 trademark registrations. The Group actively protects its intellectual

ANNUAL REPORT 2024
11

MANAGEMENT DISCUSSION AND ANALYSIS

property rights and carries out risk prevention management. It has conducted dozens of analyses in respect of patent right defences and infringement prevention, and filed a number of patent invalidation lawsuits to firmly safeguard its intellectual property rights and interests.

Corporate Social Responsibility

While pursuing maximum return to shareholders, the Group actively fulfills its corporate social responsibilities.

During the Review Year, the Group continued to improve its sustainability performance based on its environmental, social and governance (ESG) framework. In terms of environmental issues, the Group has continued to steadily promote energy conservation and carbon reduction at the operational level through process improvements and the deployment of renewable energy in its factories around the world. At product level, with battery housing as an outset, the Group has closely monitored the changes in the market as well as the electrification of automobile manufacturers from all over the world, and endeavoured to meet the comprehensive needs of its customers through R&D efforts, thus continuously contributing to achieving the goal of carbon neutrality. In terms of social issues, the Group continued to improve the construction of a sustainable supply chain by strengthening supplier training and auditing, and in order to enhance competitiveness of its employer brand, the Group reduced risks in labour management through refinement of regulations, optimization of management as well as cultural consensus. In terms of governance issues, Minth has conducted trainings on business ethics throughout the Group, which is supported by systematic policies and monitored at the Board level. In addition, the Group has strictly followed the requirements of the Stock Exchange for information disclosure and shall proactively disclose climate risk assessment in advance starting from its 2024 ESG report in accordance with the "Implementation Guidance for Climate Disclosures under HKEX ESG Reporting Framework" so as to be fully prepared for further compliance requirements in the future.

During the Review Year, based on the key strategic objectives of "Global Governance, Global Integration, All in to Fulfill", the Group continued to accelerate the integration and development of its corporate culture on a global scale. Meanwhile, the Group continuously improved and strengthened the overall wellness of all employees of the Group and their families.

During the Review Year, the Group continued to make strong efforts to promote enhancement of CSR on the part of its supply-chain partners. By formulating plans for the medium to long-term goals of carbon reduction of the suppliers, the Group increased utilization proportion of green energy and improved the efficiency of energy utilization. The Group also sped up its development and switch to the use of renewable materials, and its suppliers are encouraged and required to use recyclable raw materials. In connection with labour rights, health and safety, environmental protection and business ethics, the Group further enhanced the implementation of annual suppliers' audit and suppliers' self-inspection. The Group added and applied CSR requirements in its management rules for the admission and performance evaluation of suppliers. In the meantime, the Group continued to improve its internal control system for procurement, conducting investigation with sustained vigilance in relation to anti-fraud supervision and management in procurement.

Under the guidance of the business philosophy of "creating value for society", and with the principle of dedication and sharing of love, the Group has always adhered to the value of "caring for harmony", actively taking the lead to fulfill social responsibilities to care for disadvantaged groups, and paying attention to the education in poverty-stricken areas in China, and continued to create and explore new model for public welfare as a caring company in order to make contribution to the society through practical actions. During the Review Year, the Group supported a number of public welfare projects, such as the "Hope for Pearl" project, "Extraordinary Pearl Students of Minth Classes", "Courses for Colourful Pearls" and the "Xinhua Charity Primary School" project. During the Review Year, the Minth Foundation, established by the Group, invested RMB4.92 million in public welfare, funding a total of over 16,000 students and individuals, with a total of over 200,000 hours of activities by volunteers for public welfare undertakings; from 2013 to 2024, over RMB48.38 million has been spent on charitable projects by the Minth Foundation. The Minth Foundation is committed to the Group's initial aspiration of public welfare and is actively engaged in services and initiatives for people's livelihood. During the Review Year, the Minth Foundation was once again awarded "Top Ten Corporate Charity Foundations of Zhejiang". Furthermore, in August 2024, the Minth Foundation co-organized the Sino-Serbia cultural exchange program, which invited 100 Serbian youth to China for a 10-day cultural exchange visit.

Please refer to the 2024 Environmental, Social and Governance Report of the Company for more details.

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL REVIEW

Results

During the Review Year, the Group's revenue was approximately RMB23,147,123,000, representing an increase of approximately 12.8% from approximately RMB20,523,674,000 in 2023. During the Review Year, with the gradual mass production of undertaken projects and the steady increase in the sales of NEVs, the Group's battery-housing business continued to grow rapidly. Meanwhile, the Group's excellent performance in the sales of major vehicle models in the international market, coupled with the continuous balance and optimisation of customer mix, enabled the Group to achieve considerable revenue growth.

During the Review Year, the profit attributable to owners of the Company was approximately RMB2,319,300,000, representing an increase of approximately 21.9% from approximately RMB1,903,231,000 in 2023. This was mainly due to the better growth in gross profit compared to 2023 which was attributable to factors such as the economies of scale driven by the revenue growth of the Group, the continuous improvement in the capacity utilisation rate of the battery-housing product line and the promotion of measures to reduce cost and boost efficiency for each product line during the Review Year, which enabled the Group to further improve its profitability.

Sales of Products

During the Review Year, the Group continued focusing on the production of products including metal and trim products, plastic products, aluminium products, battery-housing products and toolings and moulds for automobiles, which were mainly supplied to the factories of major global OEMs.

A breakdown on revenue by ultimate geographical delivery destinations of the customers is as follows:

Customer category	2024		2023
	RMB'000	%	RMB'000	%
The PRC	9,323,157	40.3	9,204,126	44.8
Other countries	13,823,966	59.7	11,319,548	55.2
Total	23,147,123	100.0	20,523,674	100.0

Revenue from International Markets

During the Review Year, the Group's revenue from international markets amounted to approximately RMB13,823,966,000, representing an increase of approximately 22.1% from approximately RMB11,319,548,000 in 2023. It accounted for approximately 59.7% of the total revenue of the Group in the Review Year, representing an increase when compared to approximately 55.2% in 2023.

Gross Profit

During the Review Year, the Group's gross profit was approximately RMB6,698,070,000, representing an increase of approximately 19.1% from approximately RMB5,621,991,000 in 2023. The gross profit margin for the Review Year was approximately 28.9%, representing an increase of approximately 1.5% from approximately 27.4% in 2023. It was mainly due to the fact that during the Review Year, the Group continuously enhanced the management standard of its factories globally, and by leveraging the advantages and resources of its global factories to pursue local excellence, the Group achieved comprehensive improvements in production efficiency and capacity utilisation, together with the improved economies of scale driven by the revenue growth, which contributed to a significant increase in the overall gross profit margin compared to 2023.

Investment Income

During the Review Year, investment income of the Group was approximately RMB325,291,000, representing a decrease of approximately RMB30,840,000 from approximately RMB356,131,000 in 2023. It was mainly due to a decrease in the interest income of the Group.

Other Income

During the Review Year, other income of the Group amounted to approximately RMB459,511,000, representing an increase of approximately RMB44,940,000 from approximately RMB414,571,000 in 2023. It was mainly attributable to the increases in indemnity income and government grants related to income.

Other Gains and Losses

During the Review Year, the Group's other gains and losses amounted to a net loss of approximately RMB7,201,000, representing a decrease of approximately RMB90,239,000 as compared to a net gain of approximately RMB83,038,000 in

ANNUAL REPORT 2024

MANAGEMENT DISCUSSION AND ANALYSIS

It was mainly attributable to the Group's settlement of insurance compensation and related penalties in 2023, while there were no such gains during the Review Year, as well as an increase in loss from the disposal of fixed assets during the Review Year.

Distribution and Selling Expenses

During the Review Year, the Group's distribution and selling expenses were approximately RMB1,047,605,000, representing an increase of approximately RMB255,695,000 from approximately RMB791,910,000 in 2023. It accounted for approximately 4.5% of the Group's revenue, representing an increase of approximately 0.6% from approximately 3.9% in 2023. It was mainly due to the increase in the Group's unit transportation cost, which was driven by a continuous rise in the global shipping market prices due to factors such as the Red Sea Crisis during the Review Year.

Administrative Expenses

During the Review Year, administrative expenses of the Group amounted to approximately RMB1,638,404,000, representing an increase of approximately RMB188,914,000 from approximately RMB1,449,490,000 in 2023. It accounted for approximately 7.1% of the Group's revenue, remaining basically the same as compared to approximately 7.1% in 2023. The increase in Group's administrative expenses as compared to that in 2023 was primarily attributable to the recruitment and retention of relevant personnel to meet international management needs due to the continuous expansion of global business scale, as well as the increase in other administrative expenses in companies located in North America, Europe and other regions because of their higher business volume during the Review Year. Meanwhile, the increase in the Group's revenue basically offset the impact of the increase in administrative expenses on its percentage of revenue.

Research Expenditure

During the Review Year, research expenditure of the Group amounted to approximately RMB1,449,444,000, representing an increase of approximately RMB52,822,000 from approximately RMB1,396,622,000 in 2023. It accounted for approximately 6.3% of the Group's revenue, representing a decrease of approximately 0.5% from approximately 6.8% in 2023. The increase in the Group's research expenditure as compared to that in 2023 was mainly attributable to the fact that the Group proactively responded to the reform and development of the automobile industry and strived to develop the second growth curve by actively exploring new sectors and products, as well as continuously invested in the R&D of innovative products and new material technologies including battery housings, body and chassis structural parts,

intelligent integrated exterior parts, biorobotics and eVTOL during the Review Year. The Group also introduced senior R&D talents and strengthened technological breakthrough with a view to promoting long-term sustainable growth of the Group's performance with innovative R&D. Meanwhile, the increase in the Group's revenue offset the impact of the increase in research expenditure on its percentage of revenue.

Share of Results of Joint Ventures

During the Review Year, the Group's share of results of joint ventures amounted to a net profit of approximately RMB37,716,000, representing a decrease of approximately RMB214,000 from a net profit of approximately RMB37,930,000 in 2023.

Share of Results of Associates

During the Review Year, the Group's share of results of associates amounted to a net loss of approximately RMB33,606,000, representing an increase of approximately RMB11,224,000 from a net loss of approximately RMB22,382,000 in 2023, which was mainly due to an increase in loss incurred by one of the associates during the Review Year, as it had not yet commenced mass production.

Income Tax Expense

During the Review Year, the Group's income tax expense was approximately RMB431,179,000, representing an increase of approximately RMB79,697,000 from approximately RMB351,482,000 in 2023.

During the Review Year, the effective tax rate was approximately 15.4%, representing an increase of approximately 0.2% from approximately 15.2% in 2023.

Profits Attributable to Non-controlling Interests

During the Review Year, the Group's profits attributable to non-controlling interests were approximately RMB56,460,000, representing a decrease of approximately RMB4,302,000 from approximately RMB60,762,000 in 2023, which was mainly due to the decreases in net profits caused by the decreases in revenue of certain non-wholly owned subsidiaries during the Review Year as compared to 2023.

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Financial Resources

As of 31 December 2024, the Group's total amount of cash and cash equivalents, pledged bank deposits and time deposits was approximately RMB5,274,971,000, representing a decrease of approximately RMB1,184,083,000 from approximately RMB6,459,054,000 as of 31 December 2023. As of 31 December 2024, the Group's low-cost borrowings in aggregate amounted to approximately RMB8,419,056,000, among which the equivalent of approximately RMB3,230,713,000, approximately RMB2,304,971,000, approximately RMB1,868,984,000, approximately RMB523,213,000, approximately RMB250,868,000, approximately RMB240,307,000 were denominated in RMB, Euro ("EUR"), US Dollar ("USD"), New Taiwan Dollar ("NTD"), Thai Baht, Hong Kong Dollar ("HKD"), respectively, representing a decrease of approximately RMB1,269,267,000 as compared to approximately RMB9,688,323,000 as of 31 December 2023. It was mainly attributable to borrowings made by the Group having considered the consolidated gains from exchange rates, interest rates and capital management.

During the Review Year, the Eurozone and the US dollar zone have started interest rate cuts, and the market expects further interest rate cuts. The Group will seize the opportunities arising from the interest rate and exchange rate window to continue to optimise its debt structure and reduce high-interest debts, so as to maintain the overall debt level of the Group within a reasonable and healthy range.

During the Review Year, the net cash flow from the Group's operating activities was approximately RMB3,274,402,000, indicating a sound cash flow condition.

During the Review Year, the Group's trade receivables turnover days were approximately 77 days, which were approximately 3 days shorter than approximately 80 days in 2023. This was mainly due to the increase in the revenue contribution from customers in international markets with shorter trade receivables cycles, coupled with the Group's enhanced management and control of payback during the Review Year. The combined effect of the above led to a decrease in the Group's trade receivables turnover days.

During the Review Year, the Group's trade payables turnover days were approximately 91 days, representing an increase of approximately 5 days from approximately 86 days in 2023, which was mainly due to the extended payment cycles upon active negotiations with suppliers based on the Group's growth in scale, as well as the changes in suppliers' settlement methods.

During the Review Year, the Group's inventories turnover days were approximately 96 days, representing an increase of approximately 3 days from approximately 93 days in 2023, which was mainly due to the increase in shipping cycles as a result of the Red Sea Crisis, as well as the increase in the Group's relevant inventory stocks as an active response to the demand for synergy in global production capacity, which was driven by the continuous progress of the global deployment of localised production during the Review Year. The combined effect of the above led to an increase in the inventory turnover days.

The Group's current ratio was approximately 1.2 as of 31 December 2024, which remained at the similar level as that of approximately 1.2 as of 31 December 2023. As of 31 December 2024, the Group's gearing ratio was approximately 24.3% (31 December 2023: approximately 28.4%), which was a percentage based on interest-bearing borrowings divided by total assets.

Note: The calculation methods for the above indicators are the same as those previously set out in the Company's prospectus dated 22 November 2005.

The Group's capital demands had no particular seasonality features.

The Group is of the view that the favourable performance in sales, production, R&D, and a healthy cash reserve during the Review Year have provided a solid guarantee for sustainable development in the future.

COMMITMENTS

As of 31 December 2024, the Group had the following commitments:

	RMB'000
Capital commitments
Capital expenditure contracted for but not provided in the consolidated financial statements in respect of:
Acquisitions of property, plant and equipment	468,437

ANNUAL REPORT 2024

MANAGEMENT DISCUSSION AND ANALYSIS

INTEREST RATE AND FOREIGN EXCHANGE RISKS

As of 31 December 2024, the balance of the Group's bank borrowings was approximately RMB8,419,056,000, of which approximately RMB1,878,086,000 was bearing at fixed interest rates, and approximately RMB6,540,970,000 was bearing at floating interest rates. The aforesaid borrowings had no seasonality features. In addition, approximately RMB4,259,711,000 of the borrowings was denominated in currencies other than the functional currencies of the Group's related entities, of which the equivalents of approximately RMB2,304,971,000, approximately RMB1,714,433,000 and approximately RMB240,307,000, were denominated in EUR, USD and HKD, respectively.

The Group's cash and cash equivalents, pledged bank deposits and time deposits are mainly denominated in RMB, USD and EUR. Remittance of funds out of the PRC is subject to the foreign exchange control restrictions imposed by the Chinese government.

As of 31 December 2024, the Group's total amount of cash and cash equivalents, pledged bank deposits and time deposits denominated in currencies other than the functional currencies was approximately RMB1,934,448,000, of which approximately RMB1,214,152,000 was denominated in USD, approximately RMB506,162,000 was denominated in EUR, approximately RMB171,965,000 was denominated in Japanese Yen, approximately RMB22,795,000 was denominated in Mexican Peso, approximately RMB19,200,000 was denominated in HKD, and the remainder of approximately RMB174,000 was denominated in other foreign currencies.

As a result of the constant expansion of international sales and the drastic fluctuations in the currency market, the management of the Group is highly concerned about the foreign exchange risks, and would take the exchange rate expectations of relevant currencies into full consideration when deciding the billing currencies for relevant businesses. The Group controls and mitigates foreign exchange risks by closely monitoring the size of its assets and liabilities denominated in foreign currencies in day-to-day operations and by selecting local currencies as settlement currencies appropriately according to the Group's international strategic deployment to reduce the size of businesses denominated in foreign currencies. Meanwhile, the Group also uses forward exchange contracts, currency swaps, options, interest rate swaps and other financial derivative products to further prevent interest rate risks and foreign exchange risks.

CONTINGENT LIABILITIES

As of 31 December 2024, the Group had no contingent liabilities (31 December 2023: Nil).

MORTGAGED ASSETS

As of 31 December 2024, the Group had borrowings of NTD60,000,000 (equivalent to RMB13,374,000) and approximately RMB2,807,000, which were mortgaged by land use rights with carrying value of approximately RMB6,093,000 and property, plant and equipment with carrying value of approximately NTD47,708,000 (equivalent to approximately RMB10,634,000) and approximately RMB10,912,000 (31 December 2023: the Group had borrowings of approximately RMB22,066,000, which were mortgaged by land use rights with carrying amounts of approximately RMB4,560,000 and property, plant and equipment with carrying amounts of approximately NTD49,134,000 (equivalent to approximately RMB11,370,000) and approximately RMB8,680,000).

As of 31 December 2024, the Group had borrowings of NTD144,000,000 (equivalent to RMB32,098,000), issued bills payables of approximately RMB779,194,000 due within 6 months, and issued letters of guarantee of approximately EUR22,226,000 (equivalent to approximately RMB167,268,000) and RMB121,680,000, which were pledged by bills receivables with fair value of approximately RMB6,932,000 and bank deposits of approximately RMB412,070,000, USD23,000,000 (equivalent to approximately RMB165,333,000), approximately EUR5,117,000 (equivalent to approximately RMB38,507,000) and approximately NTD6,118,000 (equivalent to approximately RMB1,364,000). The borrowings are to be settled in NTD and RMB (31 December 2023: the Group had borrowings of RMB50,000,000, and issued bills payables of approximately RMB985,396,000 due within 6 months and letters of guarantee of RMB136,680,000, which were mainly pledged by bills receivables with fair value of approximately RMB283,530,000 and bank deposits of USD65,230,000 (equivalent to approximately RMB462,005,000) and RMB365,000,000. The borrowings are to be settled in RMB).

CAPITAL EXPENDITURE

Capital expenditure includes the acquisition of property, plant and equipment, the increase in construction in progress and the addition of land use rights. During the Review Year, the Group's capital expenditure amounted to approximately RMB1,911,728,000 which was mainly invested to deploy production capacity in the international market and expand production capacity of innovative products such as battery-housing and body and chassis structural parts. During

MINTH GROUP LIMITED

the Review Year, the Group's capital expenditure decreased by approximately 40.9% from approximately RMB3,235,375,000 in 2023, which was mainly because the Group achieved the parallel development of synergy in global production capacity and independent regional operations, while exercising stringent control over the investment in fixed assets, actively promoting the renovation and reuse of old equipment, and continued to promote effective collaboration between its factories around the world in order to further improve production capacity utilisation efficiency and reduce unnecessary production capacity expansion.

Placing and Subscription

The Group had no placing and subscription of shares during the Review Year.

Material acquisitions and disposals

The Group had no material acquisition or disposal of subsidiaries, joint ventures and associates during the Review Year.

Employees

As of 31 December 2024, the Group had a total of 25,663 employees, representing an increase of 3,352 employees as compared to that of 31 December 2023, which was mainly attributable to the steady growth in the Group's revenue during the Review Year, as well as the Group's ongoing effort in pushing forward its strategies of diversified development in different business regions as well as market risk diversification, the consistent mass production of new projects in North America and Europe, and the investment in human resources related to the deepening of governance of various functions based on stable and sustainable development.

During the Review Year, the Group fully strengthened and continuously upgraded its organisational and synergistic capabilities at both the Group and regional levels to enhance the Group's overall operational capabilities and facilitate the achievement of operational results. The Group continued to deepen its efforts in Asia, North America and Europe, rapidly improving the operational system and management of the regional organisations of each BU, effectively promoting the efficiency improvement and long-term governance of regional shared functions, and fully implementing the Group's empowerment and supervision toward regions; at the same time, by strengthening the traction of performance on the Group's strategy, the Group strives to ensure that its overall strategic business targets are steadily progressing while promoting the achievement of performance targets in each region. Looking ahead to 2025, the Group will further enhance its organisational capabilities at the Group and regional level, and enhance the synergy between the Group and its regions in terms of resources and practices, in order to build a solid organisational foundation for Minth's global operations so as to maintain a steady and sustainable development.

During the Review Year, as the globalization strategy and layout continued to be implemented, the Group continued to focus on the improvement, iteration and digitization of the evaluation and development system, and continued to carry out the early-stage discovery and cultivation of high-potential talents integrating scenarios of both trainings and practices: (1) the talent assessment platform was optimized to accurately evaluate and recruit high-potential middle and senior management talents internally and externally to reserve a talent pool for the continued realization of the Group's global business strategies; (2) the long-term and short-term mechanisms for global talent development were upgraded and global rotation and exchange of talents were sealed up to strengthen managers' overall operational awareness and capabilities, optimising their mindset, and enhancing their leadership and management skills in the global cross-cultural environment; (3) a global learning resource system was established to promote the rapid dissemination, learning and mastering of concepts, knowledge, and skills among all types of talents; and (4) a global talent development system platform was established to provide guarantee for the improvement of talent development efficiency. Looking ahead to 2025, the Group will continue to deepen the construction of the global talent evaluation and development system, accelerate and expand the scale in respect of the discovery and training of global potential talents to build a solid talent foundation for Minth's global operations so as to maintain a steady and sustainable development.

During the Review Year, the Group has been actively practicing the GLOCAL concept based on a culture of love, focusing on the key strategic objectives of “Global Governance, Global Integration, All in to Fulfill”, and has continued to strengthen the practice of the Group's values and continuously accelerate the cultural integration of the Group's global operations. During the Review Year, the Group conducted multiple “Values As One” camps and team culture integration workshops around the world to promote the Group's global sharing and strengthening of the same core values. The Group pioneered in the cross-border cultural exchange project and implemented two Sino-Serbian youth international cultural exchange camps with a total of 200 participants, which actively promoted the cultural awareness and understanding of the two countries and promoted the improvement of corporate branding. At the same time, the Group continued to improve and strengthen employees' overall health and family happiness globally, carried out projects such as “Overall Wellness Workshops” and

MANAGEMENT DISCUSSION AND ANALYSIS

"Emotional Intelligence Workshops", and provided employees with personalized services such as one-on-one care, so as to empower employees' holistic health; in respect of the families of employees, the Group continued to carry out special programs such as "Love Enrichment Camp for Couples", "Parent Enlightening Course", "Family Drawing Room", and "Youth Summer Camp", especially in Serbia, the US, Thailand and other regions, to continuously empower the holistic health of employees' family members and enhance employees' sense of family happiness. Looking ahead to 2025, the Group will continue to embrace the culture of love, closely focus on the GLOCAL concept, deepen corporate culture and global governance of overall wellness to create a solid cultural foundation for Minth's global operations so as to maintain a steady and sustainable development.

During the Review Year, the Group launched multiple system projects, optimised multiple business processes, and continued to promote global governance and synergies of human resources. During the Review Year, the Group reviewed and updated remuneration and welfare policies in multiple major operating locations around the world, and continued to enhance the market competitiveness of its employees. Adhering to the orientation of "high value creates high returns", the Group has updated and implemented a number of long-term and short-term incentive policies to encourage employees to create comprehensive operational value, engage in new business development, and implement cost reduction and efficiency improvement measures.

Looking ahead to 2025, the Group will further focus on achieving long-term and short-term business goals, emphasizing on efficient organisational upgrades, comprehensive incentive and reward measures, global talent development, multi-cultural integration, and global branding enhancement on a global scale. With more pragmatic actions and closer cooperation, the Group endeavours to achieve future-oriented and sustainable "revenue growth, efficiency optimisation, and cost reduction."

FUTURE PROSPECTS AND STRATEGIES

During the Review Year, most of the industry characteristics, such as price wars and new models becoming important catalysts, have continued, which led to the underperformance of China's automobile market in the first half of the year. However, in the second half of the year, driven by the scrappage subsidies and trade-in policies, the production and sales of the automobile market observed a rebound, with a more remarkable performance in the end market, effectively driving the overall growth of the automobile industry, and this growth momentum is expected to continue in 2025. According to the forecast of CAAM, China's total sales of automobiles are expected to reach 32.9 million units in 2025, representing a year-on-year increase of 4.7%, among which total sales of passenger vehicles are expected to reach 28.9 million units, representing a year-on-year increase of 4.9%; total sales of NEVs are expected to reach around 16 million units, representing a year-on-year increase of 24.4%; and total exports are expected to reach 6.2 million units, representing a year-on-year increase of 5.8%.

Although the overall market has shown a steady upward trend, and the appeal to prevent involution has begun to emerge, the competitive situation regarding "price involution" and "configuration involution" remains difficult to change within a short period of time due to the intensification of product homogeneity. The involution situation urges automobile enterprises in China to overcome challenges through strategic innovation, so as to achieve a leading competitive position. Against this backdrop, it is expected that the market structure of the industry will continue to change, and the accompanying industry consolidation will emerge successively. Meanwhile, international market serves as an important growth engine for Chinese OEMs. Many of Chinese OEMs are sparing more efforts in their development in overseas markets, gradually transitioning from vehicle export to building local factories, which is also in response to the global trade barriers and volatile geopolitical situations.

MINTH GROUP LIMITED

MANAGEMENT DISCUSSION AND ANALYSIS

As for international markets, the recovery of the global economy has continued to bring positive impact over the Review Year. According to S&P Global, during the Review Year, global sales of automobiles amounted to 88.17 million units, representing a year-on-year increase of 2%, among which sales in North America reached 19.34 million units, representing a year-on-year increase of 3.3%, while sales in Europe reached 18.45 million units, representing a year-on-year increase of 3.6%. Despite the widespread uncertainty over global trade policy brought about by the new U.S. administration taking office, global sales of automobiles are expected to maintain growth momentum in 2025 considering the growth of emerging markets such as India and South America.

The Chinese market with intensified competition, and the international market with ever-changing policies, have brought uncertainty to the development of the automobile industry. However, at the same time, continuing changes toward electrification and intelligent technologies are reconfiguring the entire supply chain. The growth trend of NEVs is expected to remain unchanged, bringing more development opportunities for the industry as a whole. The Group will continue to focus on the development opportunities of the global market, grasp the development trend of new technologies and products in the industry, actively promote the innovation of new technologies and products, and utilise operational excellence to continuously reduce costs and improve quality with a view to creating value for its customers and the industry with better localised services.

The Group will actively respond to the challenges and opportunities brought about by the changes in the automobile and parts industry, and will continue to build up its comprehensive competitiveness in areas such as technology, quality and cost, focusing on the customers' concerns to become a leading global and trust worthy supplier to its customers. The Group will maintain a keen insight and fully leverage favorable policy conditions, respond to trends such as electrification, intelligence and lightweighting. The Group will also carry out strategic planning and technological innovations underpinned by its R&D repository stemming from the end-market and vehicle requirements, along with the advantages brought by the Group's global platform. Meanwhile, the Group will continue to deepen its cooperation with customers, enhance its local supply capability, and respond swiftly to external changes. The Group will adjust its global production capacity flexibly to match customers' globalisation strategies in order to explore more business development opportunities.

In terms of operational improvement, the Group will further optimise strategic planning of all BUs, continue to enhance its operational capabilities, especially for its international factories, select model factories in different regions for management replication and cost benchmarking, establish comprehensively competitive strengths in technology, cost, personnel efficiency and resource utilisation, and utilise global resources to achieve local excellence, thereby achieving effective enhancement in profitability. In the meantime, the Group will continue to improve the global layout of its BUs, reinforce its GLOCAL management capabilities, enhance its local supply level and maximise the global replication or sharing of the advantages of its different factories in technologies, management, cost, resources and talents, thereby comprehensively enhancing the Group's global competitiveness.

After the new U.S. administration took office, multiple plans regarding the imposition of tariffs on imported products have been issued successively, which are expected to have a far-reaching impact on the automobile industry. From an overall perspective, high tariffs will increase the cost of global automobile production and weaken the profitability of enterprises, especially those operating across borders. The Group will closely monitor the latest status of the tariff policy, fully consider and flexibly tune the global production layout in order to provide customers with the most optimised solutions. In order to achieve value positioning with a more flexible manner, the Group will balance and optimise its investment layout and value chain layout in the global market, cultivate its capability toward operational excellence, manage risks and respond to uncertainties in the macro environment. The Group has always adhered to globalisation in its business expansion, paid attention to changes in the global situation, and promoted diversified development in business regions and customer base. At the same time, the Group ensures that it builds a relatively independent operating space and realises large-scale production in each major market region, thus achieving a parallel layout of globalisation and regionalisation, ensuring the sound development of the Group while reducing the potential risks caused by the changes in the external environment and geopolitical factors. Meanwhile, the Group will continue to strengthen the construction of its global operation team, thereby solidifying the Group's core competitiveness in technology, products and talents, and provide customers with more systematic product solutions as well as customised product services, striving to become a global leader in the automobile parts industry.

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DIRECTORS AND SENIOR MANAGEMENT

DIRECTORS

Executive Directors

Wei Ching Lien (魏清蓮) ("Ms. Wei"), aged 68, is an executive Director, Chairperson, Chief Executive Officer ("CEO") of the Company and Chairperson of the Sustainability Committee of the Company. Ms. Wei graduated from National Taiwan University and obtained her master's degree in educational psychology and guidance from National Taiwan Normal University. Ms. Wei has over 44 years of experience in psychological counseling, talent development, team culture building and performance improvement. She has worked in professional psychological counseling organisations, universities and automobile parts companies. Since 2002, Ms. Wei has served as the Group's consultant, responsible for the development and optimisation of staff training activities, promoting the construction of values and culture and enhancing the effectiveness of teamwork. She served as the Group's chief human resources officer from March 2011 to April 2012. Ms. Wei was appointed as an executive Director and Chairperson of the Company on 28 May 2020 and as the Chief Executive Officer of the Company on 13 June 2022. Ms. Wei is the spouse of Mr. Chin Jong Hwa, the single largest shareholder of the Company, and the mother of Ms. Chin Chien Ya (a non-executive Director of the Company) and Mr. William Chin (the Chief Strategy Officer of the Company). As at 31 December 2024, Ms. Wei held 750,000 Shares of the Company, and Mr. Chin Jong Hwa held 450,072,000 Shares of the Company through his wholly-owned company, Minth Holdings Limited ("Minth Holdings"), which represented approximately $38.73\%$ of the total issued Shares. Since Ms. Wei is the spouse of Mr. Chin Jong Hwa, she is deemed to be interested in the 450,072,000 Shares in which Mr. Chin Jong Hwa was interested. As at 31 December 2024, save as disclosed herein, Ms. Wei had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Ye Guo Qiang (葉國強) ("Mr. Ye"), aged 45, is an executive Director of the Company and the Global R&D Senior Vice President of the Group. Mr. Ye graduated from Hangzhou Dianzi University, majoring in mechanical electronics. Prior to joining the Group in January 2005, he was a technical engineer of Ningbo Bluelight Industry Co., Ltd. Since joining the Group, Mr. Ye has worked successively as the laboratory chief of R&D center, general manager of the innovation research center and Global Innovation Vice President of the Group. He has accumulated extensive experience in the field of R&D and innovation of the Group. Mr. Ye was appointed as an executive Director on 31 May 2022. As at 31 December 2024, save for his interest in 30,000 Shares and 750,000 Share Options in the Company, Mr. Ye had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Zhang Yuxia (張玉霞) ("Ms. Zhang"), aged 45, is an executive Director of the Company and the Chief Financial Officer ("CFO") of the Group. Ms. Zhang graduated from University of Science and Technology Beijing in which she majored in metal pressure processing and later obtained her Master's degree in management from Beijing Forestry University. Ms. Zhang has over 19 years' extensive experience and knowledge in finance, taxes and global M&A management and is a qualified CPA. Prior to joining the Group, Ms. Zhang worked for Beiqi Foton Motor Co., Ltd., and then joined Beijing Reanda Accounting Firm as certified public accountant and project manager. In 2008, she continued her career in Minth Holdings Limited and its subsidiaries and successively served as audit manager, financial manager and financial director till January 2019. Ms. Zhang joined the Group in February 2019 and was appointed as CFO in March 2019. Ms. Zhang was appointed as an executive Director of the Company on 31 May 2023. As at 31 December 2024, save for her interest in 90,000 Shares and 900,000 Share Options in the Company, Ms. Zhang had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Non-executive Director

Chin Chien Ya (秦千雅) ("Ms. Chin"), aged 36, is a non-executive Director of the Company. Ms. Chin graduated first in her class from Boston College, majoring in Business Management, Accounting and Mathematics and later obtained her master's degree from the Harvard Graduate School of Education, researching in group learning and organizational change. Prior to joining the Group in August 2015, she was responsible for operations and marketing in a startup company in Taiwan, and subsequently worked in a public relations agency, specializing in providing corporate social responsibility campaigns and consulting services. Ms. Chin was appointed as an executive Director of the Company on 26 May 2016, during the tenure as executive Director, Ms. Chin served as the President of Minth North America, responsible for all operation management and business development in US, Canada, and Mexico, and later on was responsible for global strategic development of the Group at the headquarters. Ms. Chin was re-designated as a non-executive Director of the Company on 31 May 2023. Ms. Chin is the daughter of Mr. Chin Jong Hwa (the single largest shareholder of the Company) and Ms. Wei (an executive Director and Chairperson of the Company). Besides, she is the sister of Mr. William Chin (the Chief Strategy Officer of the Company). As at 31 December 2024, save for her interest in 250,000 Share Options in the Company, Ms. Chin had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

MINTH GROUP LIMITED

DIRECTORS AND SENIOR MANAGEMENT

Independent Non-executive Directors

Wang Ching (王京) (“Dr. Wang”), aged 70, is an independent non-executive Director and the chairman of the nomination committee of the Company (“Nomination Committee”). Dr. Wang has over 30 years’ managerial experience in investment banking, securities, treasury and asset management in the United States, Hong Kong, Taiwan and the PRC. He was the executive director of Shanghai International Asset Management (HK) Co., Ltd. from 2007 to 2022, a licensed corporation registered with Hong Kong Securities and Futures Commission. He was also the executive director of Shanghai International Shanghai Growth Investment Limited from 2007 to 2022, an investment fund company listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Dr. Wang also served as independent non-executive director of China Shuifa Singyes Energy Holdings Limited from December 2008 to December 2024 and Luen Thai Holdings Limited from April 2019 to March 2025, which are both listed on the Stock Exchange. Dr. Wang received his doctorate degree from the Graduate School of Business, Columbia University in 1992. Dr. Wang joined the Company as an independent non-executive Director on 26 October 2005. As at 31 December 2024, save for his interest in 150,000 Share Options in the Company, Dr. Wang had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Mok Kwai Pui Bill (吴贵楼) (“Mr. Mok”), aged 63, is an independent non-executive Director and the chairman of the audit committee (“Audit Committee”) and remuneration committee (“Remuneration Committee”) of the Company. Mr. Mok received his Bachelor of Arts Degree in Business Administration from the University of Washington in the United States in 1984 and a Master Degree in Business Administration from the Seattle University in the United States in 1987. Mr. Mok has over 30 years’ experience in accounting, finance and banking in Hong Kong and Mainland China with specific expertise in managing financial and accounting operations, fund raising, investor relations and executing corporate strategy. Mr. Mok served as the chief financial officer and company secretary of China Education Group Holdings Limited (stock code: 839, a company listed on the Main Board of the Stock Exchange) from May 2017 to April 2023. Mr. Mok was an independent non-executive director of Grand Ming Group Holdings Limited (stock code: 1271, a company listed on the Main Board of the Stock Exchange) from July 2013 to December 2022. He was an independent non-executive director of PF Group Holdings Limited (stock code: 8221, a company listed on the GEM of the Stock Exchange) from December 2016 to December 2020. Mr. Mok is a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants. As at the Latest Practicable Date, Mr. Mok did not hold any position with the Company and other members of the Group. Mr. Mok joined the Company as an independent non-executive Director on 31 May 2023. As at 31 December 2024, save for his interest in 50,000 Share Options in the Company, Mr. Mok had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Tatsunobu Sako (佐古适信) (“Mr. Sako”), aged 72, is an independent non-executive Director. Mr. Sako graduated from Keio University and received his bachelor’s degree in Commerce. Mr. Sako has over 40 years of managerial experience, he is currently chairman of Sojitz Machinery Corporation, and also serves as an independent director of Sinfonia Technology Co., Ltd., a company listed on the Tokyo Stock Exchange, and AAPICO Hitech PLC, a company listed on the Stock Exchange of Thailand. From April 1975 to March 2004, Mr. Sako has worked in Nissho Iwai Corporation at various roles such as general manager of its American branch and general manager of the automotive industry project department. Starting from April 2004, he worked successively at senior positions in Sojitz Corporation (formed through merger of Nissho Iwai Corporation and Nichimen Corporation), such as vice president of automotive business of machinery & aerospace division, managing executive officer and president of machinery division, and managing executive officer, President and CEO for Middle East & Africa. In June 2013, Mr. Sako was appointed as president and CEO of Sojitz Machinery Corporation. In June 2019, Mr. Sako was re-designated as president and CEO of Sojitz Machinery Holding Corp. Mr. Sako joined the Company as an independent non-executive Director on 31 May 2023. As at 31 December 2024, save for his interest in 50,000 Share Options in the Company, Mr. Sako had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Professor Meng Li Qiu (孟立秋) (“Professor Meng”), aged 61, is an independent non-executive Director. Professor Meng received her Bachelor and Master Degrees in Cartography from the Institute of Surveying and Mapping of People’s Liberation Army in 1982 and 1985 respectively, and her Ph.D. in Geodetic Engineering from the University of Hannover in 1993. Professor Meng received her professor qualification for Geoinformatics at the KTH Royal Institute of Technology in 1998, and was appointed to the Chair professor for Cartography at the Technical University of Munich (“TUM”) in October of the same year. Professor Meng’s key research areas include automatic map generalization, pattern recognition with neural networks, spatial data integration, semantic enrichment of 3D buildings, multimodal navigation algorithm, mobile map services, event mapping, visual analytics, ethical issues in AI, and HD map for autonomous driving. She was awarded the “Heinz Maier-Leibnitz Medal” in 2007 and the “Carus Medal and Prize” in 2011. Professor Meng was Senator of the Helmholtz

ANNUAL REPORT 2024

DIRECTORS AND SENIOR MANAGEMENT

Association from 2009 to 2012. She served as Senior Vice President of TUM from April 2008 to March 2014. She is currently a member of the German National Academy of Sciences and of the Bavarian Academy of Sciences. Professor Meng joined the Company as an independent non-executive Director on 31 October 2023. As at 31 December 2024, save for her interest in 50,000 Share Options in the Company, Professor Meng had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

SENIOR MANAGEMENT

Yi Lei Li (易蕾莉) (“Ms. Yi”), aged 51, is the Company Secretary of the Company. Ms. Yi obtained a Bachelor’s degree in English from East China Normal University in 1994 and then a Master’s degree in Corporate Governance from The Open University of Hong Kong in 2021. Ms. Yi is a fellow member of The Hong Kong Chartered Governance Institute and also holds the qualification of Board Secretary issued by The Shanghai Stock Exchange. Prior to joining the Group in February 2001, she was a lecturer at the Faculty of Foreign Languages in Ningbo University. Ms. Yi has over 20 years of experience in the Company’s business, operation and corporate governance through her successive roles as manager of the Human Resources Department, manager of Overseas Business Development Department, assistant to general manager and the head of the Investor Relations Department of the Group. Ms. Yi was appointed as the Company Secretary of the Company on 8 February 2018. As at 31 December 2024, save for her interest in 280,000 Shares and 470,000 Share Options in the Company, Ms. Yi had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

Liu Yan Chun (劉艷春) (“Mr. Liu”), aged 59, is the Senior Special Assistant to the CEO of the Group, responsible for assisting the CEO in overall management of the Group. Mr. Liu graduated from Harbin Institute of Technology in 1989, majoring in industrial management engineering, and has been engaged in production management since graduation. Since joining the Group in 1999, Mr. Liu has worked successively as quality system manager, senior plant manager, regional general manager, assistant to the Chairman and general manager of the R&D Center of the Group. He has rich experience in quality system, factory, R&D and operations management. Mr. Liu was the chief operating officer of the Group from September 2018 to September 2023, and was re-designated as Senior Special Assistant to the CEO of the Group since 1 October 2023. As at 31 December 2024, save for his interest in 100,000 Shares and 400,000 Share Options in the Company, Mr. Liu had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

William Chin, aged 38, is the Chief Strategy Officer (“CSO”) of the Group. Mr. William Chin is in charge of the overall strategy definition of the Group, and its overall relationship with customers, government, investors, and other external stakeholders of the Group. Mr. William Chin graduated from the University of Toronto with a Bachelor of Business Administration degree. Prior to working full time in the Group, Mr. William Chin had experience in starting his own marketing design company in 2010 and working in a family office with a focus on real estate investments across multiple markets around the world in 2012. Since July 2017, Mr. William Chin was appointed chairman of Shun On Electronic Co., Ltd., a company established in Taiwan with limited liability specializing in automotive electronics, the shares of which are listed on the Taiwan Stock Exchange (stock code: 6283). Mr. William Chin officially joined the Group and was appointed CSO of the Group on 1 July 2022. Mr. William Chin is the son of Mr. Chin Jong Hwa (the single largest shareholder of the Company) and Ms. Wei (an executive Director and Chairperson of the Company). Besides, Mr. William Chin is the brother of Ms. Chin Chien Ya, a non-executive Director of the Company. As at 31 December 2024, save for his interest in 300,000 Share Options in the Company, Mr. William Chin had no interests in the Shares of the Company within the meaning of Part XV of the SFO.

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE PRACTICE

The Company remains resolute in its application of the principles of good corporate governance (the "Principles") to the corporate governance of the Group. The Company regularly reviews its corporate governance policies to ensure that they remain updated and in compliance with the requirements with the Rules Governing the Listing of Securities ("Listing Rules") on the Stock Exchange. In particular, the Company adopted new Terms of Reference for the Remuneration Committee on 31 January 2023.

The Group commits to maintaining and ensuring a high level of corporate governance standards and continuously reviews and improves its corporate governance and internal control practices. Save as disclosed herein, the Company has fully complied with all code provisions set out in the Corporate Governance Code (the "Code") contained in Appendix C1 of the Listing Rules on the Stock Exchange for the Review Year. Set out below are the principles of corporate governance as adopted by the Company during the Review Year.

DISTINCTIVE ROLES OF CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT AND RELATIONSHIP BETWEEN BOARD MEMBERS

Ms. Wei, the Chairperson of the Board and CEO, is responsible for leading the Board in establishing and monitoring the implementation of strategies and plans to create values for Shareholders, managing the operations of the Group's businesses, proposing strategies to the Board and the effective implementation of the strategies and policies adopted by the Board.

As provided in the code provision C.2.1, the roles of the chairman and the chief executive should be separate and should not be performed by the same individual. As announced on 13 June 2022, the Company has been in search for a new CEO following the resignation of the then CEO and, in the meantime, Ms. Wei (an executive Director and the Chairperson) assumed (and remained as at the date of this annual report) the role of CEO. Taking into account Ms. Wei's in-depth understanding of the Group's business and essential role in empowering team members, and that major decisions are being made in consultation with members of the Board and relevant Board committees, the Board considers that the deviation from code provision C.2.1 is appropriate in such circumstances and allows for more effective planning and execution of long-term business strategies and enhances efficiency in decision-making during the interim period prior to the next appointment of CEO.

The senior management is delegated to assist the executive Directors with the implementation of business operations and reports to the CEO.

Ms. Wei is the mother of Ms. Chin, a non-executive Director.

RESPONSIBILITIES, ACCOUNTABILITIES AND CONTRIBUTIONS OF THE BOARD AND MANAGEMENT

The Board

The Board is responsible for leading and supervising the businesses, strategic policies and performance of the Company, as well as being collectively responsible for facilitating the successful development of the Company by detecting and supervising the Company's affairs. The Board makes objective decisions in the interest.

As of 31 December 2024, there are eight members on the Board, which are the Chairperson, two other executive Directors, one non-executive Director and four independent non-executive Directors ("INEDs").

The Company and each Director have entered into service contract or letter of appointment for a terms of 1 to 3 years, subject to retirement by rotation in accordance with the Articles of Association of the Company.

The INEDs are considered by the Board to be independent of the management and free of any relationship that could materially interfere with the exercise of their independent judgments. The Board considered that each of the INEDs brings his own relevant expertise to the Board and its deliberations.

None of the INEDs has any business or financial interests with the Group (except the share options granted to them as disclosed herein) nor has any relationship with other Directors and confirmed their independences to the Group.

The Board has delegated to the Chief Executive Officer and delegated through her to senior management the authority and responsibility for carrying out the Company's day-to-day management and operation. The delegated duties and responsibilities will be reviewed on a regular basis. The aforementioned senior executives shall obtain the approval from the Board prior to entering into any significant transactions.

In addition, the Board has established the Board Committees as shown below and delegated responsibilities as set out in their respective written terms of reference.

ANNUAL REPORT 2024

CORPORATE GOVERNANCE REPORT

All Directors (including the non-executive Director and INEDs) have brought a wide spectrum of valuable business experience, knowledge and expertise to the Board, facilitating an efficient and effective operation thereof. All Directors shall ensure that they will perform their duties in good faith, comply with applicable laws and regulations and act in the interests of the Company and shareholders at all times.

All Directors have full and timely access to all relevant information of the Company and the services and advice of the company secretary, to ensure that procedures of the Board and all applicable laws and regulations are complied with. Upon request, Directors, may seek independent professional advice when appropriate for discharging their duties to the Company, at the Company's expense.

Directors shall disclose to the Company details regarding other offices held by them, and the Board shall review the contribution required from each Director in performing his/her duties to the Company on a regular basis.

The Board reserves the decision-making power over all important issues, including the Company's policy matters, strategies and budget, internal controls and risk management, significant transactions (especially those that may involve conflict of interest), financial information, appointment of Directors and other significant operational issues. The responsibilities of the management are implementing decisions made by the Board, directing and coordinating the Company's daily business.

In respect of legal actions against Directors and senior management arising out of corporate activities, the Company has made arrangements for appropriate insurance cover Directors and executives regarding their duties.

The Board met regularly during the year and on ad hoc basis as required by business needs. During the Review Year, the Board also performed the following corporate governance duties:

(i) to develop and review the Company's policies and practices on corporate governance;
(ii) to review and monitor the training and continuous professional development of Directors and senior management;
(iii) to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
(iv) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and

(v) to review the Company's compliance with the Code and disclosure in the Corporate Governance Report.

The Board met seven times during the Review Year and the Directors' attendance is shown in the table on page 29 of this annual report.

INEDs are allowed to seek advice from independent professional consultants while performing their responsibilities and the costs are to be borne by the Company. The Board has conducted a review of the effectiveness of the system of internal control of the Group.

Save for their business relationships as a result of their respective directorships and positions in the Company and what is disclosed in their biographies on page 20 to page 22 of this annual report, each of the members of the Board, including the Chairperson and the CEO, does not have any significant financial, business, family or other material/relevant relationship among one another.

Code Provision B.2.2 of the Code stipulates that every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. All the directors have been subject to retirement by rotation at least once every three years.

AUDIT COMMITTEE

The Group has established an Audit Committee with written terms of reference as suggested under the Code. As of 31 December 2024, the Audit Committee comprises all INEDs, namely Mr. Mok, Dr. Wang, Mr. Sako and Professor Meng. As of 31 December 2024, the chairman of the Audit Committee was Mr. Mok. Each member can bring to the Audit Committee his valuable experience in reviewing financial statements and evaluating significant internal control and financial issues of the Group and each of them possess a wealth of management experience in the accounting profession or commercial sectors. The Audit Committee held two meetings during the Review Year and the relevant Directors' attendance is shown in the table on page 29 of this annual report.

The main duties of the Audit Committee are as follows:

(i) to review the half-year and annual financial statements before they are submitted to the Board for approval;
(ii) to make recommendations to the Board on the appointment, reappointment and removal of the external auditor, and approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

(iii) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;
(iv) to review the Company’s financial controls, internal controls and risk management systems;
(v) to review the Group’s financial and accounting policies and practice;
(vi) to review and monitor the effectiveness of the internal audit function; and
(vii) to review the terms and conditions of connected transactions of the Group.

The Audit Committee reviewed the financial statements of the Group for the Review Year prior to recommending the financial statements to the Board for approval. The Board was informed that the Audit Committee had conducted a review of the effectiveness of the system of internal control and internal audit function of the Group. The Board has not taken a different view from that of the Audit Committee regarding the selection, resignation or dismissal of the external auditors.

REMUNERATION COMMITTEE

The Company established a Remuneration Committee in November 2005. Its terms of reference are summarized as follows:

(a) to formulate remuneration policy for approval by the Board, which shall take into consideration salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Company and its subsidiaries, and implement the remuneration policy laid down by the Board;
(b) without prejudice to the generality of the foregoing:

(i) to make recommendations to the Board on the Company’s policy and structure for all Directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
(ii) to ensure no director or any of his associates is involved in deciding his own remuneration;
(iii) to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management. Remuneration packages include benefits in kind, pension rights and compensation payable for loss or termination of their office or appointment;

(iv) to make recommendations to the Board on the remuneration of non-executive Directors;
(v) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;
(vi) to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;
(ix) to ensure remuneration levels are sufficient to attract and retain Directors to run the Company successfully without paying more than necessary;
(x) to engage such independent external professional advisors to assist and/or advise the Committee on issues as it considers necessary;
(xi) to review and approve matters relating to share schemes under Chapter 17 of the Listing Rules;
(xii) to do any such things to enable the Committee to perform its responsibilities and functions conferred on it by the Board; and
(xiii) to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by legislation.

As of 31 December 2024, the Remuneration Committee comprises all INEDs, namely Mr. Mok, Dr. Wang, Mr. Sako and Professor Meng. Mr. Mok was the chairman of the Remuneration Committee.

ANNUAL REPORT 2024

CORPORATE GOVERNANCE REPORT

The Remuneration Committee held three meetings during the Review Year to discuss remuneration related matters including determining the policy for the remuneration of executive directors, assessing performance of executive directors and approving the terms of executive directors' service contracts and reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules, and the relevant Directors' attendance is shown in the table set out on page 29 of this annual report. During the Review Year, other than the grant of share options on 2 May 2024, there were no other material matters relating to the share schemes of the Company which required review or approval by the Remuneration Committee. In relation to the grant of share options to directors and senior manager, the Remuneration Committee is of the view that the grant of share options without performance targets is market competitive and aligns with the purpose of the 2022 Share Option Scheme for the reasons that (i) the grantees are employees of the Group who will contribute directly to the overall business performance, sustainable development and/or good corporate governance of the Group; (ii) the grant is a recognition for the grantees' past contributions to the Group; and (iii) the share options are subject to certain vesting conditions and terms of the 2022 Share Option Scheme, which already cover situations where the share options will be lapsed in the event that such grantees cease to be employees of the Group.

In order to attract, retain, and motivate executives and key employees serving the Group, the Company adopted a conditional share option scheme (the "2012 Share Option Scheme") on 22 May 2012. The 2012 Share Option Scheme aims at granting share options (the "Share Options") to qualified persons who have contributed or will contribute to the Group as a reward or incentive in accordance with the terms of the 2012 Share Option Scheme. The 2012 Share Option Scheme was terminated on 22 May 2022. On the date of the 2022 annual general meeting of the Company, i.e. 31 May 2022, the Company adopted a new share option scheme (the "2022 Share Option Scheme") for a term of 10 years with salient terms similar to those of the 2012 Share Option Scheme (collectively the "Share Option Schemes"). The Company also adopted a share award scheme on 28 July 2020 (the "Share Award Scheme").

Details of the amount of Directors' emoluments are set out in note 12 to the consolidated financial statements and details of the Share Option Schemes and Share Award Scheme are set out in the Directors' Report and note 37 to the consolidated financial statements.

NOMINATION COMMITTEE

The Company established the Nomination Committee on 21 March 2012. Its duties are summarized as follows:

(a) to formulate nomination policy for the Board's consideration and implement the Board's approved nomination policy; and
(b) without prejudice to the generality of the foregoing:

(i) to review the structure, size and composition (including the skills, knowledge, experience and length of service) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
(ii) to identify individuals suitably qualified to become Board members and select or make recommendations on the selection of individuals to be nominated as Director;
(iii) to assess the independence of independent non-executive Directors;
(iv) to make recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors, in particular the Chairman and the CEO;
(v) to do any such things to enable the Nomination Committee to perform its responsibilities and functions conferred on it by the Board; and
(vi) to conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company's articles of association (the "Articles") or imposed by legislation.

As of 31 December 2024, the Nomination Committee comprises all INEDs, namely Dr. Wang, Mr. Mok, Mr. Sako and Professor Meng. Dr. Wang was the chairman of the Nomination Committee.

During the Review Year, the Nomination Committee held one meeting to (i) review the structure, size and composition (including the gender, age, cultural and educational background, professional experience, skills, knowledge and length of service) of the Board; (ii) assess the independence of INEDs; and (iii) adopt the Board diversity policy. Directors' attendance is shown in the table set out on page 29 of this annual report.

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

In assessing the Board composition, the Nomination Committee would take into account various aspects set out in the Board diversity policy, including but not limited to gender, age, cultural and educational background, professional knowledge and experience, industry knowledge and experience and technical skills. The Nomination Committee would consider and, where applicable, agree on measurable objectives for achieving diversity on the Board and make recommendation to the Board. During the Review Year, the Nomination Committee has not set any measurable objectives for implementing the policy. The Nomination Committee considered the current composition of the Board to be appropriate taking into account of the above. The Nomination Committee also reviewed and considered Dr. Wang's independence as long-serving INED.

According to the director nomination policy, in evaluating and selecting a candidate for directorship, the following criteria shall be considered:

character and integrity;
qualifications including professional qualifications, skills, knowledge and experience and diversity criteria under the Board diversity policy of the Company which are relevant to the Company's business and corporate strategy;
any measurable objectives adopted for achieving diversity on the Board;
requirement for the Board to have independent Directors in accordance with the Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Listing Rules;
the potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence, gender diversity and diversity of perspectives;
willingness and ability to devote sufficient time to discharge duties as a member of the Board and/or Board committee(s); and
such other criteria which are appropriate to the Company's business and corporate strategy and the Board's succession plan and, where applicable, which may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for nomination of directors and succession planning.

The Nomination Committee has also implemented the following procedures and processes in respect of the nomination of Directors pursuant to the director nomination policy:

The Nomination Committee and/or the Board may select candidates for directorship from various channels, including but not limited to internal promotion, re-designation, referral by other member of the management of the Company and external recruitment agents, and shall, upon receipt of the proposal on appointment of new Director and the biographical information (or relevant details) of the candidate, evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.
If the process yields more than one qualified candidate, the Nomination Committee and/or the Board shall rank them by order of preference based on the needs of the Company and reference check of each candidate (where applicable).
The Nomination Committee shall then recommend to the Board to appoint the appropriate candidate for directorship, as applicable.
For any person who is nominated by any shareholder of the Company for election as a Director at any general meeting of the Company, the Nomination Committee and/or the Board shall evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.
Where appropriate, the Nomination Committee and/or the Board shall make recommendation to the shareholders of the Company in respect of the proposed election of Director(s) at the general meeting of the Company.

SUSTAINABILITY COMMITTEE

The Company established a Sustainability Committee on 29 December 2022. The purpose of the Sustainability Committee is to advise and assist the Board in identifying, evaluating and managing the sustainability relating to environmental, social and governance issues of the Company and its subsidiaries.

As of 31 December 2024, the Sustainability Committee comprises eight Directors namely Ms. Wei, Mr. Ye, Ms. Zhang, Ms. Chin, Dr. Wang, Mr. Mok, Mr. Sako and Professor Meng. Ms. Wei was the Chairperson of the Sustainability Committee. The Sustainability Committee held one meeting during the Review Year and the relevant Directors' attendance is shown in the table on page 29 of this annual report.

ANNUAL REPORT 2024

CORPORATE GOVERNANCE REPORT

As at 31 December 2024 and up to now, the Company has four female directors. The Company is committed to maintaining the female representation on the Board. When considering new members for the Board, appointments will be made by considerations of objective criteria and due regard will be made to achieving and maintaining an appropriate balance in diversity, including in terms of gender, on the Board. Whilst the Board is conscious of achieving gender diversity on the Board when considering potential candidates, all appointments will be made on the basis of merit, taking into account the needs of the Group at the relevant time and the availability of suitable candidates.

Gender Diversity of Workforce

As at 31 December 2024, approximately 30.0% of the Group's employees were female. As at 31 December 2024, the Senior Management of the Group comprised approximately 33.3% female members, being the company secretary of the Company. The Board regularly assesses the Group's diversity profile of all levels of employees and considers the diversity policy to attract, retain and motivate employees from the widest possible pool of available talent. The Board considers that the gender ratio of the workforce of the Group, including the Senior Management, is appropriate for the operations of the Group and will strive to maintain this ratio. The Company is committed to maintaining the female representation on the Board as mentioned above.

SHAREHOLDERS' RIGHTS

Shareholders have the right to receive dividends according to the Company's dividend policy which is summarized as follows:

The Company shall, when recommending or declaring dividends, maintain adequate cash reserves for meeting its working capital requirements and needs for future growth as well as its share value in the long-run.
The declaration of dividend(s) and/or the amount of dividends (if any) that may be declared and distributed to the shareholders of the Company is subject to the discretion of the Board, the constitutional documents of the Company, all applicable laws and regulations and the factors set out below.
The Board shall also take into account the following factors of the Company and its subsidiaries when considering the declaration and payment of dividends:
financial results;
cash flow situation;
availability of distributable profits;
business conditions and strategies;
future operations and earnings;
development plans;
cash requirements;
capital requirements and expenditure plans;
interests of shareholders as a whole;
any restrictions on declaration and/or payment of dividends; and
any other factors that the Board may consider relevant.
Depending on the financial conditions of the Group and the conditions and factors as set out above, the following dividends may be proposed and/or declared by the Board for a financial year or period:
interim dividend;
final dividend;
special dividend; and
any distribution of net profits that the Board may deem appropriate.
Any final dividend for a financial year shall be subject to shareholders' approval.
The Company may declare and pay dividends by way of cash or scrip or by any other means that the Board considers appropriate.
Any dividend unclaimed shall be forfeited and reverted to the Company in accordance with the constitutional documents of the Company and all applicable laws and regulations.

Shareholders have right to raise questions and make suggestions on the business of the Company. All Shareholders shall have equal rights according to their respective shareholding and assume corresponding obligations.

Shareholders are entitled to get access to and participate in the material matters of the Company as prescribed by laws, administrative regulations and the Articles.

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board to proceed to convene such meeting the requisitionist(s) himself (themselves) may convene a physical meeting at only one location which will be the principal meeting place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

Shareholders should direct their questions about their shareholdings and proposals to be put forward at general meetings to the Company's Hong Kong Branch Registrar and Transfer office, Computershare Hong Kong Investor Services Limited at 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. If the Shareholders and the investors make a request for the Company's information, the Company will only provide such information to the extent that it is practicable to do so and such information is publicly available. Shareholders and the investors may communicate with the Company by mail, telephone and email, details for which are made available on the Company's website at www.minthgroup.com.

Composition of the Board and the Directors' attendance record for the year ended 31 December 2024

	2024 annual general meeting	The Board	Audit Committee	Remuneration Committee	Nomination Committee	Sustainability Committee
Number of Meetings	1	7	2	3	1	1
Executive Directors
Wei Ching Lien (Chairperson and Chief Executive Officer)	1	7	N/A	N/A	N/A	1
Ye Guo Qiang	1	7	N/A	N/A	N/A	1
Zhang Yuxia	1	7	N/A	N/A	N/A	1
Non-executive Director
Chin Chien Ya	1	7	N/A	N/A	N/A	1
Independent Non-executive Directors
Wang Ching	1	7	2	3	1	1
Mok Kwai Pui Bill	1	7	2	3	1	1
Tatsunobu Sako	1	7	2	3	1	1
Meng Li Qiu	1	7	2	3	1	1
Chen Quan Shi (retired on 31 May 2024)	0/1	3/3	1/1	2/2	1/1	1/1

INDEPENDENCE INFORMATION

The Company has received, from each of the INEDs, a confirmation of his or her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the INEDs independent.

DIRECTOR'S TRAINING AND DEVELOPMENT

Development and training of Directors is an ongoing process so that they can perform their duties appropriately. The Company regularly circulates details of training courses which may be of interest to Directors. All Directors are encouraged to attend relevant training courses.

During the Review Year, all Directors have participated in professional trainings to update their knowledge and skills. During the Review Year, the Company invited Reed Smith Richards Butler LLP to conduct a training in relation to the Listing Rules for all the Directors and senior management, with major topics including: directors' duties and continuing obligations, share schemes, treasury shares, ESG reports, connected transactions and notifiable transaction. All Directors have provided the Company with their training records for the year.

The Company Secretary has confirmed her attendance of more than 15 hours of professional training during the Review Year.

ANNUAL REPORT 2024

CORPORATE GOVERNANCE REPORT

According to the records maintained by the Company, the Directors received the following training with the emphasis on the roles, functions and duties of a director of a listed company in compliance with the Code on the continuous professional development during the Review Year:

Corporate Governance/Updates on Laws, Rules and Regulations/Updates on Industry Specific
Written Materials Briefings/Seminars

Executive Directors	✓	✓
Wei Ching Lien (Chairperson and Chief Executive Officer)	✓	✓
Ye Guo Qiang	✓	✓
Zhang Yuxia	✓	✓
Non-executive Director	✓	✓
Chin Chien Ya	✓	✓
Independent Non-executive Directors	✓	✓
Wang Ching	✓	✓
Mok Kwai Pui Bill	✓	✓
Tatsunobu Sako	✓	✓
Meng Li Qiu	✓	✓
Chen Quan Shi (retired on 31 May 2024)	✓	✓

AUDITOR'S REMUNERATION

The Company's independent external auditor is Deloitte Touche Tohmatsu. The Audit Committee is responsible for considering the appointment of the external auditor and reviewing any non-audit functions performed by the external auditor, including whether such non-audit functions could lead to any potential material adverse effect on the Company. During the Review Year, the services (and associated remuneration) provided to the Company by Deloitte Touche Tohmatsu were as follows:

RMB'000

Audit services	3,950
Non-audit services:
Tax and legal advisory services	2,534
Total	6,484

RISK MANAGEMENT AND INTERNAL CONTROL

The Board understands that appropriate internal control and risk management are indispensable to effective governance and fulfillment of strategic objectives of the Group. The Board has also confirmed that the Board is responsible for ensuring the Group to maintain appropriate and effective internal control at any time to safeguard the interest of its shareholders and the assets of the Group. The Board will review the risk management and internal control systems annually. The Board has conducted annual reviews over the risk management and internal control during the Review Year, and assessed the efficiency and sufficiency of risk management and internal control.

The Group has established three barriers for risk management and internal control. The first barrier is the identification, evaluation and acknowledgement of risks and critical control points during the operating process by different levels of management from each functional unit, with internal controls by means such as verification of authorization, physical control and separation of duties. The second barrier is the internal review of each functional unit or department. Regular internal review in respects of human rights, financial rights and related procedures is conducted by departments of the Group headquarters, such as Human Resources Department and Finance Department, to ensure the compliance with laws and regulations and requirements of the Stock Exchange, as well as the accuracy and fairness of the financial statements. Due diligence is performed in every functional unit to conduct self review and evaluation. The third barrier is the establishment of an audit and supervision department, which is independent of the business operation for the Group, to conduct irregular internal reviews over every system and subsidiaries or departments. In the case of material risks and loophole of internal control, the audit and supervision department will expand its coverage of auditing and report to the Audit Committee in a timely manner. Apart from sufficient allocation of resources, the Group ensures that the internal audit team can get access to all business filings, accounting records and related staff, so as to guarantee the effectiveness of its internal audit function. Whilst the three aforesaid barriers are positioned for risk management and internal control, the Group organizes seminars when necessary, where participants at all levels put forward cross-functional quick response and effective countermeasures towards the identified issues with potential high risk. Through the above, the Group can ensure that risk can be controlled within tolerance, and internal control can be effectively carried out.

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

The risk management and internal control system of the Group aims to manage, but not completely eliminate, the risks which hinder the achievement of business objectives, which only provides reasonable assurance, while cannot guarantee that material false statements and damages will be fully avoidable.

The Board considered that the Group's risk management and internal control systems maintained by the management are effective and adequate to address the financial, operational and compliance controls and risk management of the Group during the Review Year.

INVESTOR RELATIONS AND COMMUNICATION

Through its Investor Relations Department, the Company maintains proactive communications with investors, sell-side analysts and other capital market participants so as to enable them to fully understand the operation and development of the Group. The Company's senior management presents in briefings or conference calls for its annual and interim results every year. Through various activities such as analyst meetings and road shows, senior management provides public investors with updates on important information and responds to key questions which are of concerns to the investors. This has helped to reinforce the understanding of the Company's business and the overall development of the industry.

During the Review Year, the Group allocated more efforts in physical meetings, and flexibly arranged virtual meetings in consideration of the convenience of investors, which were conducive to enhancing the communication between the Group and the investment community. During the Review Year, the Company convened the previous annual general meeting in the form of a physical meeting in Hong Kong, and multiple shareholders attended the meeting and communicated with the Directors and management regarding their concerned questions. In addition, the Group held the results briefings for the previous year and the interim period of the Review Year in the form of physical meeting and telephone conference. In the meantime, Directors, senior management, heads of BUs and vice presidents of functional departments of the Group flexibly accommodated investor conference and promptly responded to the investment community in regard to their concerned questions, such as the product and business strategies of the Group, latest development of its battery housing business, succession planning of senior management, the updates of newly launched overseas factories as well as production and sales outlook of the NEVs, dividend policy, share buyback plans, fluctuating exchange rate, interest rate and raw material prices, geopolitical tensions, and contingency plan by the Group. The Company hosted over 270 meetings during the Review Year, including site visits, conference calls and video conferences. The Company also participated in 14 investment forums, facilitating in-depth communication with investors. During the Review Year, the Group further enhanced the interaction with and witnessed significant positioning increase from southbound stock connect investors, thus developing a more diversified and balanced shareholding structure. During the Review Year, plant tours at the Group's facilities in China (Jiaxing, Ningbo, Anji, Huaian etc.), Serbia and Mexico were arranged to facilitate investors to better understand the operations of the Group's different BUs.

Investor/Analyst Meetings by Category
Fund Managers
Analysts
Others

Investors/Analysts Met by Event
Regular Meetings
Investment Forums
Post-results Roadshows
Results Briefings

ANNUAL REPORT 2024

CORPORATE GOVERNANCE REPORT

IR CALENDAR 2024

Major Events	Dates	Online	Offline
UBS — 2024 Greater China Conference	9 January		✓
2023 Annual Results Briefing	27 March		✓
Annual Results Roadshow	27 March to 29 March		✓
Nomura — Smart Auto, Parts and Software Corporate Day 2024	6 May		✓
JP Morgan — Global China Summit 2024	22 May to 23 May		✓
Citi — 2024 Macro & Pan-Asia Investor Conference	29 May to 30 May		✓
2024 Annual General Meeting	31 May		✓
Morgan Stanley — Flagship China TMT Conference	5 June		✓
Deutsche Bank — Global Auto Industry Conference	11 June to 12 June		✓
2024 Interim Results Briefing	22 August	✓
Interim Results Roadshow	22 August to 23 August		✓
GF Securities — 2024 Autumn Investment Forum	28 August		✓
Guolian Securities — Strategy Conference for Hong Kong Listed Companies	17 October		✓
BofA Securities — 2024 China Conference	5 November		✓
Huatai Securities — Annual Strategy Conference	6 November		✓
Caitong Securities — 2025 Annual Strategy Conference	21 November		✓
GF Securities — Boutique Strategy Conference	4 December		✓
Roadshow in London and Edinburgh	4 December to 6 December		✓
Industrial Securities — 2025 Annual Strategy Conference	17 December		✓
GF Securities — Closed-door Conference for Listed Companies	20 December		✓

During 2024 All-Asia Executive Team survey by Extel (formerly known as Institutional Investor), the Company was ranked as the third place in ranking types of Best Company Board (buy-side), Best CFO (Ms. Zhang Yuxia, buy-side), Best IR Team (buy-side) and Best IR Professional (Ms. Yi Lei Li, both buy-side and combined) respectively in the Autos & Auto Parts sector (Small & Midcap). Furthermore, the Company was awarded by New Fortune as "Most Promising Consumer Sector Hong Kong Listed Companies". The Company would like to express its heartfelt gratitude to the Shareholders and other capital market participants for their consistent support, and its management and investor relations team will adhere to high ethical standards and continue to work with a humble and enthusiastic attitude, so as to maintain effective communication with the investment community.

Having considered the implementation and effectiveness of multiple channels of communication and engagement in place, the Board is satisfied that the Shareholders' Communication Policy has been properly implemented during the year and is effective.

The Company adopted the second amended and restated articles of association in May 2024, and please refer to the Company's announcement dated 25 April 2024 and circular dated 29 April 2024 for details of the amendments.

MINTH GROUP LIMITED

CORPORATE GOVERNANCE REPORT

DIRECTORS' AND AUDITOR'S RESPONSIBILITIES FOR ACCOUNTS

Director acknowledge their responsibility for preparing the accounts. For details of the Directors' responsibilities for preparing the accounts and the reporting responsibilities of the external auditor to the Shareholders, please refer to page 56 to page 57 of this annual report.

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE AND COMPLIANCE WITH MODEL CODE

The Company's corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on the Stock Exchange. Save as disclosed below, none of the Directors is aware of any information that would reasonably indicate that the Company did not comply with the Corporate Governance Code at any time during the Review Year.

As provided in the code provision C.1.6, independent non-executive Directors and other non-executive Directors should attend the general meeting and develop a comprehensive and balanced understanding of the views of shareholders. Ms. Chin Chien Ya, being a non-executive director of the Company, and Dr. Wang Ching, Mr. Tatsunobu Sako and Professor Meng Li Qiu, each being an independent non-executive Director of the Company, attended the 2024 annual general meeting of the Company through electronic means, Mr. Mok Kwai Pui Bill, being an independent non-executive Director of the Company attended the meeting in person, while Professor Chen Quan Shi (the then independent non-executive Director) was unable to attend the meeting due to his other business commitments.

As provided in the code provision C.2.1, the roles of the chairman and the chief executive should be separate and should not be performed by the same individual. As announced on 13 June 2022, the Company has been in search for a new chief executive officer ("CEO") following the resignation of the then CEO and, in the meantime, Ms. Wei Ching Lien (an executive Director and the Chairperson) assumed (and remained as at the date of the annual report) the role of CEO. Taking into account Ms. Wei's in-depth understanding of the Group's business and essential role in empowering team members, and that major decisions are being made in consultation with members of the Board and relevant Board committees, the Board considers that the deviation from code provision C.2.1 is appropriate in such circumstances and allows for more effective planning and

execution of long-term business strategies and enhances efficiency in decision-making during the interim period prior to the next appointment of CEO.

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix C3 to the Listing Rules as the Company's code of conduct and the code for dealing in the Company's securities by all Directors. Having made specific enquiries to all Directors, the Directors confirmed that they had strictly complied with the standards stipulated under the Model Code during the Review Year.

Notwithstanding the above, the Board is of the view that the Group has an effective management structure for its operations and sufficient checks and balances are in place. The Board will continue to review its corporate governance practices in order to enhance its corporate governance standard and to comply with regulatory requirements.

LOOKING FORWARD

The Group will keep on reviewing its corporate governance standards on a timely basis and the Board endeavors to take necessary actions to ensure compliance with the provisions of the Code.

ANNUAL REPORT 2024

DIRECTORS' REPORT

The Board is pleased to present the annual report and the audited financial statements of the Group for the Review Year.

PRINCIPAL ACTIVITIES

The Company acts as an investment holding company while its subsidiaries are engaged in design, manufacturing, processing, developing and sales of automobile body parts and moulds of passenger cars. Further discussion and analysis of these activities as required by Schedule 5 to the Companies Ordinance (Cap. 622 of the Laws of Hong Kong), including a fair review of the business and a discussion of the principal risks and uncertainties facing the Group, particulars of important events affecting the Group that have occurred since the end of the Review Year, and an indication of likely future development in the Group's business, can be found in the "Summary of Financial Information", "Chairperson's Statement" and "Management Discussion and Analysis" sections of this annual report.

RESULTS

The results of the Group for the Review Year are set out in the Consolidated Statement of Profit or Loss and Other Comprehensive Income on page 58 of this annual report.

DIVIDENDS

The Board has proposed to pay a final dividend of HK$0.435 per share to shareholders whose names appear on the Company's register of members on Monday, 9 June 2025. The proposed final dividend is expected to be paid on or around Wednesday, 25 June 2025. The payment of the dividend is subject to approval by shareholders at the forthcoming annual general meeting to be held on Friday, 30 May 2025.

The Company remains committed to delivering shareholder returns while ensuring long-term sustainable development. Taking into account factors such as earnings scale, cash flow position, and capital expenditure requirements, the Company plans to steadily increase the dividend payout ratio.

As at the date of this annual report, the Company holds a total of 10,244,000 treasury shares (either in its own name or are deposited with CCASS) and such treasury shares will not receive any final dividend. As such, the Company will withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, before the record date for the final dividend.

PROPERTY, PLANT AND EQUIPMENT

During the Review Year, the Group incurred approximately RMB1,911,728,000 for the acquisition of property, plant and equipment. Details of these and other movements in property, plant and equipment of the Group are set out in note 15 to the consolidated financial statements.

SHARE CAPITAL AND RESERVES

During the Review Year, the trustee of the Share Award Scheme did not purchase any shares of the Company ("Awarded Shares") on the Stock Exchange, and the Group did not grant any Awarded Shares to the grantees pursuant to the rules of the Share Award Scheme and the terms of the Trust Deed. 226,000 Awarded Shares were forfeited during the Review Year due to the resignation of grantees.

MINTH GROUP LIMITED

DIRECTORS' REPORT

During the Review Year, the Company repurchased a total of 10,244,000 shares of the Company, all of which were held as treasury shares.

Save as disclosed above, there was no purchase, sale or redemption by the Company or any of its subsidiaries of any listed securities of the Company (including sale or transfer of treasury shares) during the Review Year.

Movements in the reserves of the Group and the Company during the Review Year are set out in the Consolidated Statement of Changes in Equity on page 61 of this annual report.

The Company's reserves available for distribution represent the share premium, reserves and profit which in aggregate amounted to approximately RMB3,271 million as at 31 December 2024. Under the Companies Law, Cap 22 (Law 3 of 1961, consolidated and revised) of the Cayman Islands, the share premium of the Company is available for paying distributions or dividends to Shareholders subject to the provisions of the Company's memorandum and Articles and provided that immediately following the date on which distribution or dividend is proposed to be paid, the Company is able to pay its debts as they fall due in the ordinary course of business. In accordance with the Articles, dividends may be declared and paid out of the profits of the Company, realised or unrealised or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution, dividend may also be declared and paid out of share premium account of the Company.

DEBENTURES

During the Review Year, the Company did not issue any debentures.

FINANCIAL SUMMARY

A summary of the results of the assets and liabilities of the Group for the last five financial years is set out on page 3 of this annual report. The results do not constitute a part of the audited financial statements.

MAJOR SUPPLIERS AND CUSTOMERS

For the Review Year, the largest customer accounted for approximately 4.9% of the Group's revenue, and the five largest customers accounted for approximately 20.9% of the Group's revenue.

The purchases for the Review Year attributable to the Group's largest supplier and five largest suppliers were approximately 2.7% and approximately 8.4% of the Group's total cost of goods sold respectively.

None of the Directors, their respective associates or the existing shareholders (which to the knowledge of the Directors own more than 5% of the Company's share capital), has any interests in the Group's five largest customers and/or suppliers for the Review Year.

DONATION

During the Review Year, the donations made by the Group amounted to approximately RMB19,000 (2023: approximately RMB159,000).

ANNUAL REPORT 2024

DIRECTORS' REPORT

DIRECTORS

The Directors of the Company during the Review Year and up to the date of this annual report were:

Executive directors

Wei Ching Lien (Chairperson and Chief Executive Officer)
Ye Guo Qiang
Zhang Yuxia

Non-executive director

Chin Chien Ya

Independent non-executive directors

Wang Ching
Mok Kwai Pui Bill
Tatsunobu Sako
Meng Li Qiu
Chen Quan Shi (retired on 31 May 2024)

In accordance with Article 84 of the Articles, Ms. Chin, Dr. Wang and Mr. Ye will retire from office. Ms. Chin and Mr. Ye, both being eligible, offers themselves for re-election at the forthcoming AGM, while Dr. Wang has agreed with the Company that he will not be offering himself for re-appointment and his directorship with the Company shall cease at the conclusion of the AGM.

PERMITTED INDEMNITY PROVISION

Pursuant to the Company's Articles, every Director of the Company shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which he may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of the duty, or supposed duty, in his office or trust, provided that such indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to him. Such permitted indemnity provision was in force during the Review Year and at the time of approval of this annual report.

DIRECTORS' SERVICE CONTRACTS

None of the Director proposed for re-election at the forthcoming AGM has entered into a service contract which is not determinable by the Company or its subsidiaries within one year without payment of compensation, other than statutory compensation.

MINTH GROUP LIMITED

DIRECTORS' REPORT

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. Wang was appointed as an independent non-executive Director on 26 October 2005 and his appointment was most recently renewed to the Company's forthcoming AGM.

Mr. Mok was appointed as an independent non-executive Director on 31 May 2023 and his appointment was most recently renewed to the Company's forthcoming AGM.

Mr. Sako was appointed as an independent non-executive Director on 31 May 2023 and his appointment was most recently renewed to the Company's forthcoming AGM.

Professor Meng was appointed as an independent non-executive Director on 31 October 2023 and her appointment was most recently renewed to the Company's forthcoming AGM.

The Company has received, from each of the INEDs, an annual confirmation of his or her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the INEDs are independent.

DIRECTORS' AND SENIOR MANAGEMENT'S EMOLUMENT

The remuneration paid to the Directors, by name, for the year ended 31 December 2024 is set out in note 12 to the consolidated financial statements.

The remuneration of senior management, by band, for the year ended 31 December 2024 is set out below:

| | 2024
No. of
employees | 2023
No. of
employees |
| --- | --- | --- |
| HKD1,000,001 to HKD1,500,000 | 0 | 1 |
| HKD1,500,001 to HKD2,000,000 | 1 | 0 |
| HKD2,000,001 to HKD2,500,000 | 1 | 1 |
| HKD3,000,001 to HKD3,500,000 | 0 | 1 |
| HKD4,000,001 to HKD4,500,000 | 1 | 0 |

BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT

Brief biographical details of the Directors and senior management are set out on pages 20 to 22 of this annual report.

ANNUAL REPORT 2024

DIRECTORS' REPORT

DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION

As at 31 December 2024, the interests and short positions of the Directors and the chief executives of the Company in the Shares, underlying shares and debentures of the Company and its associated corporation (within the meaning of Part XV of the SFO), as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or which would otherwise have to be notified to the Company and the Stock Exchange pursuant to Division 7 and Division 8 of Part XV of the SFO (including interests and short positions, if any, which they are taken or deemed to have under such provisions of the SFO) and the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Rules Governing the Listing of Securities on the Stock Exchange, were as follows:

Interests or short positions in the shares of the Company and its associated corporations

Name of Directors, chief executives and their respective associates	Company/Name of Associated Corporation	Long/Short Position	Capacity	Total Number of Ordinary Shares	Percentage of the Company's Issued Share Capital (Note 1)
Wei Ching Lien	Company	Long position	Beneficial owner	750,000	0.06%
		Long position	Interest of spouse	450,072,000	38.73%
				(Note 2)
Ye Guo Qiang ("Mr. Ye")	Company	Long position	Beneficial owner	780,000	0.07%
				(Note 3)
Zhang Yuxia ("Ms. Zhang")	Company	Long position	Beneficial owner	990,000	0.09%
				(Note 4)
Chin Chien Ya	Company	Long position	Beneficial owner	250,000	0.02%
				(Note 5)
Wang Ching ("Dr. Wang")	Company	Long position	Beneficial owner	150,000	0.01%
				(Note 5)
Mok Kwai Pui Bill ("Mr. Mok")	Company	Long position	Beneficial owner	50,000	0.004%
				(Note 6)
Tatsunobu Sako ("Mr. Sako")	Company	Long position	Beneficial owner	50,000	0.004%
				(Note 6)
Meng Li Qiu ("Professor Meng")	Company	Long position	Beneficial owner	50,000	0.004%
				(Note 6)
William Chin	Company	Long position	Beneficial owner	300,000	0.03%
				(Note 6)

Note 1: The percentage of the Company's issued share capital is based on the 1,161,993,599 Shares issued as at 31 December 2024.
Note 2: As at 31 December 2024, Ms. Wei and Minth Holdings were beneficially interested in 750,000 Shares and 450,072,000 Shares respectively. Minth Holdings is wholly-owned by Mr. Chin Jong Hwa and he is therefore deemed to be interested in the entire 450,072,000 Shares held by Minth Holdings. Since Ms. Wei is the spouse of Mr. Chin Jong Hwa, Ms. Wei is deemed to be interested in the 450,072,000 Shares in which Mr. Chin Jong Hwa is deemed to be interested.
Note 3: This figure represents (i) 750,000 Share Options granted to Mr. Ye under the 2012 Share Option Scheme and the 2022 Share Option Scheme that are exercisable and (ii) 30,000 Shares held by Mr. Ye. Upon exercise of the 750,000 Share Options, Mr. Ye will own 780,000 Shares.
Note 4: This figure represents (i) 900,000 Share Options granted to Ms. Zhang under the 2012 Share Option Scheme and the 2022 Share Option Scheme that are exercisable and (ii) 90,000 Shares held by Ms. Zhang. Upon exercise of the 900,000 Share Options, Ms. Zhang will own 990,000 Shares.

MINTH GROUP LIMITED

DIRECTORS' REPORT

Note 5: These figures represent the number of Share Options granted to Ms. Chin and Dr. Wang under the 2012 Share Option Scheme and the 2022 Share Option Scheme that are exercisable. Upon exercise of the Share Options, Ms. Chin and Dr. Wang will own 250,000 Shares and 150,000 Shares, respectively.

Note 6: These figures represent the number of Share Options granted to Mr. Mok, Mr. Sako, Professor Meng and Mr. William Chin under the 2022 Share Option Scheme that are exercisable. Upon exercise of the Share Options, Mr. Mok, Mr. Sako, Professor Meng and Mr. William Chin will own 50,000 Shares, 50,000 Shares, 50,000 Shares and 300,000 Shares, respectively. Mr. William Chin, the Chief Strategy Officer of the Group, is the son of Ms. Wei and the brother of Ms. Chin.

Save as disclosed above, as at 31 December 2024, none of the Directors, chief executives and their associates had any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

SHARE OPTION SCHEMES

The 2005 Share Option Scheme was adopted by the Company for a period of 10 years pursuant to a written resolution of all the then shareholders of the Company on 13 November 2005. Such scheme was terminated on 22 May 2012 and the 2012 Share Option Scheme with substantively similar terms to the 2005 Share Option Scheme was adopted on the same day at the 2012 annual general meeting of the Company for 10 years. The 2012 Share Option Scheme had expired on 22 May 2022. On the date of the 2022 annual general meeting of the Company, i.e. 31 May 2022, the Company adopted the 2022 Share Option Scheme for a term of 10 years with salient terms similar to those of the 2012 Share Option Scheme.

The purpose of the 2022 Share Option Scheme is to enable the Group to grant options to selected participants as incentives or rewards for their contributions to the Group. All Directors, employees of the Group and service providers of the Group whom the Board considers, in its sole discretion, have contributed or will contribute to the Group are eligible to participate in the 2022 Share Option Scheme.

The 2022 Share Option Scheme will remain in force for a period of 10 years after the date on which the scheme was adopted. The total number of Shares which may be allotted and issued upon exercise of all options to be granted under the 2022 Share Option Scheme adopted by the Group must not in aggregate exceed 10% ("General Scheme Limit") of the Shares of the Company in issue on 31 May 2022, the date when the Company adopted the 2022 Share Option Scheme, which were 116,183,579 Shares. The Company may renew the General Scheme Limit with shareholders' approval provided that each such renewal may not exceed 10% of the Shares of the Company in issue as at the date of the shareholders' approval.

The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2022 Share Option Scheme and any other share option schemes adopted by the Company must not in aggregate exceed 30% of the Shares in issue from time to time.

Unless approved by shareholders of the Company, the total number of Shares issued and to be issued upon exercise of the options granted under the 2022 Share Option Scheme and any other share option schemes of the Company (including both exercised or outstanding options) to each participant in any 12-month period shall not exceed 1% of the issued share capital of the Company for the time being ("Individual Limit").

An option may be accepted by a participant within 28 days from the date of the offer of grant of the option. A nominal consideration of HKD1.00 is payable on acceptance of the grant of an option.

An option may be exercised in accordance with the terms of the 2022 Share Option Scheme at any time during the period to be determined and notified by the Board to each grantee, at the time of making an offer of the grant of an option which shall not expire later than 10 years from the date of grant of the option. The Board has the discretions to specify the minimum period for which an Option must be held.

ANNUAL REPORT 2024

DIRECTORS' REPORT

The subscription price for the Shares under the 2022 Share Option Scheme will be a price determined by the Directors, but shall not be less than the highest of (i) the closing price of shares as stated in the daily quotations sheets issued by the Stock Exchange on the date of the offer of grant, which must be a business day; (ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the date of the offer of grant; and (iii) the nominal value of the Shares.

As at the date of this annual report, the total number of unexercised outstanding Share Options under the 2012 Share Option Scheme is 17,287,200 which represents approximately 1.50% of the issued Shares (excluding treasury shares) as at the date of this annual report.

As at the date of this annual report, the total number of unexercised outstanding Share Options under the 2022 Share Option Scheme is 30,000,000 which represents approximately 2.60% of the issued Shares (excluding treasury shares) as at the date of this annual report.

The total number of Share Options available for grant under the scheme mandate of the 2022 Share Option Scheme as at 1 January 2024 and 31 December 2024 were 116,183,579 and 86,183,579 respectively. As at the date of this annual report, the total number of Shares available for issue under the 2012 Share Option Scheme and the 2022 Share Option Scheme is 133,470,779 which represents approximately 11.59% of the issued Shares as at the date of this annual report (excluding treasury shares).

During the Review Year, the total number of Share Options that the Company granted to the Directors and employees amounted to 30,000,000. As at the date of this annual report, the number of Share Options that could still be granted under the 2022 Share Option Scheme was 86,183,579, representing approximately 7.48% of the 1,151,792,999 Shares in issue (excluding treasury shares) as at 24 March 2025, being the date of this annual report.

Details are as follows:

Name and category of participants	Number of Share Options (Note 1)									Weighted average closing price of Shares immediately before the date(s) on which Share Options were exercised (HKD)
	Outstanding as at 1 January 2024	Granted during the Review Year	Exercised during the Review Year	Cancelled during the Review Year	Lapsed during the Review Year	Outstanding as at 31 December 2024	Date of grant (Note 5)	Exercise period (Note 6)	Exercise price of the Share Options (HKD) (Note 7)
Directors, chief executives, and substantial Shareholders and their respective connected persons
Mr. Ye Guo Qiang	250,000	-	-	-	-	250,000	28-7-2020	1-7-2021 to 31-12-2025	23.85	N/A
	-	500,000	-	-	-	500,000	2-5-2024	5-5-2025 to 31-12-2029	14.30	N/A
Ms. Zhang Yuxia	400,000	-	-	-	-	400,000	28-7-2020	1-7-2021 to 31-12-2025	23.85	N/A
	-	500,000	-	-	-	500,000	2-5-2024	5-5-2025 to 31-12-2029	14.30	N/A
Ms. Chin Chien Ya (Note 2)	150,000	-	-	-	-	150,000	28-7-2020	1-7-2021 to 31-12-2025	23.85	N/A
	-	100,000	-	-	-	100,000	2-5-2024	5-5-2025 to 31-12-2029	14.30	N/A
Dr. Wang Ching	100,000	-	-	-	-	100,000	28-7-2020	1-7-2021 to 31-12-2025	23.85	N/A
	-	50,000	-	-	-	50,000	2-5-2024	5-5-2025 to 31-12-2029	14.30	N/A
Mr. Mok Kwai Pui Bill	-	50,000	-	-	-	50,000	2-5-2024	5-5-2025 to 31-12-2029	14.30	N/A

MINTH GROUP LIMITED

DIRECTORS' REPORT

Number of Share Options (Note 1)

Name and category of participants	Outstanding as at 1 January 2024	Granted during the Review Year	Exercised during the Review Year	Cancelled during the Review Year	Lapsed during the Review Year	Outstanding as at 31 December 2024	Date of grant (Note 5)	Exercise period (Note 6)	Exercise price of the Share Options (HKD) (Note 7)	Weighted average closing price of Shares immediately before the date(s) on which Share Options were exercised (HKD)
Mr. Tatsunobu Sako	–	50,000	–	–	–	50,000	2–5–2024	5–5–2025 to 31–12–2029	14.30	N/A
Professor Meng Li Qu	–	50,000	–	–	–	50,000	2–5–2024	5–5–2025 to 31–12–2029	14.30	N/A
Mr. Wu Tak Lung (Note 3)	100,000	–	–	–	–	100,000	28–7–2020	1–7–2021 to 31–12–2025	23.85	N/A
Mr. William Chin (Note 4)	–	300,000	–	–	–	300,000	2–5–2024	5–5–2025 to 31–12–2029	14.30	N/A
Subtotal	1,000,000	1,600,000	–	–	–	2,600,000
Other participants (Note 8)
Employee participants (in aggregate)	17,517,000	–	–	–	1,596,400	15,920,600	28–7–2020	1–7–2021 to 31–12–2025	23.85	N/A
	–	28,400,000	–	–	–	28,400,000	2–5–2024	5–5–2025 to 31–12–2029	14.30	N/A
Related entity participants (in aggregate)	–	–	–	–	–	–	N/A	N/A	N/A	N/A
Service providers (in aggregate)	530,000	–	–	–	–	530,000	28–7–2020	1–7–2021 to 31–12–2025	23.85	N/A
Subtotal	18,047,000	28,400,000	–	–	1,596,400	44,850,600
Total	19,047,000	30,000,000	–	–	1,596,400	47,450,600

Note 1: Numbers of Shares over which options were granted under the 2012 Share Option Scheme and the 2022 Share Option Scheme.
Note 2: Ms. Chin Chien Ya ("Ms. Chin"), a non-executive Director of the Company, is the daughter of Ms. Wei Ching Lien ("Ms. Wei", an executive Director and Chairperson of the Company).
Note 3: Mr. Wu Tak Lung retired as an independent non-executive Director of the Company on 31 May 2023.
Note 4: Mr. William Chin, the Chief Strategy Officer of the Group, is the son of Ms. Wei and the brother of Ms. Chin.
Note 5: The closing price of the Company's shares immediately before 28 July 2020 on which the Share Options were granted pursuant to the 2012 Share Option Scheme, i.e. on 27 July 2020 was HKD22.40. The closing price of the Company's shares immediately before 2 May 2024 on which the Share Options were granted pursuant to the 2022 Share Option Scheme, i.e. on 30 April 2024 was HKD13.44.
Note 6: The option period for the Share Options granted on 28 July 2020 is for five years five months and three days and the vesting periods of such Share Options are as follows: (i) up to 30% of the Share Options granted to be vested on or after 1 July 2021; (ii) up to a further 30% of the Share Options granted to be vested on or after 1 July 2022; and (iii) all of the remaining Share Options granted to be vested on or after 1 July 2023. The option period for the Share Options granted on 2 May 2024 is for five years seven months and twenty-nine days and the vesting periods of such Share Options are as follows: (i) up to 30% of the Share Options granted to be vested on or after 5 May 2025; (ii) up to a further 30% of the Share Options granted to be vested on or after 5 May 2026; and (iii) all of the remaining Share Options granted to be vested on or after 5 May 2027.
Note 7: The exercise price of the Share Options is subject to adjustment in the case of rights or bonus issues, or other similar changes on the Company's share capital.
Note 8: There are no (i) participant with Share Options granted and to be granted in excess of the 1% individual limit, and (ii) related entity participant or service provider with Share Options granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding treasury shares).

ANNUAL REPORT 2024

DIRECTORS' REPORT

During the Review Year, no Share Options were exercised by the grantees of the Company's 2012 and 2022 Share Option Schemes in accordance with the rules and terms thereof, and 1,596,400 Share Options lapsed as a result of the resignation of grantees. For the fair value of the Share Options granted, please refer to note 37 to the consolidated financial statements.

Apart from the Share Option Schemes as disclosed above, no Share Option was granted, exercised, cancelled or lapsed during the Review Year. Particulars of the Company's Share Option Schemes are set out in note 37 to the consolidated financial statements.

SHARE AWARD SCHEME

On 28 July 2020, The Company adopted a share award scheme (the "Share Award Scheme") to allow share awards at the absolute discretion of the Board. The purposes of the Scheme are to recognise the contributions by certain eligible participants and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group. Selected participants pursuant to the terms of the Share Award Scheme will be notified the number of shares awarded to them.

The total number of Awarded Shares available for grant under the scheme mandate of the Share Award Scheme as at 1 January 2024 and 31 December 2024 were 112,868,900 and 113,094,900 respectively. As at the date of this annual report, the total number of Shares available for issue under the Share Award Scheme is 103,606,900 which represents approximately 9.00% of the issued Shares as at the date of this annual report (excluding treasury shares).

The total number of Shares that may be issued in respect of Share Options and Awarded Shares granted under all schemes of the Company during the Review Year divided by the weighted average number of Shares in issue (excluding treasury shares) for the Review Year was approximately 4.09%.

On 22 January 2025 (the "Date of Grant"), the Group granted a total of 895,000 Awarded Share to certain grantees under the Share Award Scheme, representing approximately 0.08% of the total number of issued shares (excluding treasury shares) as of the Date of Grant. The details of the aforementioned grant of share awards are set out in the announcement of the Company dated 22 January 2025.

SUMMARY OF THE SCHEME RULES

(1) Purposes and Objectives

The purposes of the Scheme are to recognise the contributions by certain Eligible Participants and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group.

(2) Eligible Participants for the Scheme

The Board may, from time to time, at its absolute discretion select any Eligible Participant (other than any Excluded Participant) for participation in the Scheme as a Selected Participant. Participation in the Scheme is limited to Selected Participants only. The entitlement to the Awarded Shares and/or the Related Income shall be designated by the Board at its absolute discretion.

(3) Duration

Subject to any early termination as may be determined by the Board, the Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date.

MINTH GROUP LIMITED

DIRECTORS' REPORT

(4) Administration

The Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and the Trust Deed (as the case may be). The Trustee shall hold the Shares and the income derived from the Trust Fund in accordance with the Scheme Rules and the terms of the Trust Deed.

(5) Scheme Limit

The Board shall not make any further award of Awarded Shares which will result in the aggregate number of Shares awarded by the Board under the Scheme exceeding ten per cent. of the issued share capital of the Company from time to time. Further, the maximum number of Shares which may be awarded to a Selected Participant under the Scheme shall not exceed one per cent. of the issued share capital of the Company from time to time.

(6) Operation

Pursuant to the Scheme Rules, the Company may from time to time,

(i) issue new Awarded Shares under the general mandate granted and/or renewed by the Shareholders at the annual general meeting of the Company and/or under specific authority granted by its Shareholders to the Trustee to be held on trust for the relevant Selected Participant; or

(ii) the Board may select the Selected Participant(s) and determine the Reference Amount for the purchase of the issued Shares for each of them, or otherwise determine from time to time a Reference Amount for the purchase of Shares, and notify the Trustee of its decision. Within such period as may be determined by the Board after receiving the Reference Amount, the Trustee shall apply the same towards the purchase (or subscription, as the case may be) of the maximum number of board lots of Shares at a price which falls within a range to be set by the Board. The Shares so purchased, the Related Income and any balance of the Reference Amount after completion of the purchase shall form part of the Trust Fund.

The Board may, at its discretion and from time to time, determine a Reference Amount in respect of which the Trustee shall purchase Awarded Shares from the market even though no Eligible Participants has yet been designated a Selected Participant, as a reserve for future awards to Selected Participants. The Board shall then cause such Reference Amount to be paid to the Trustee for acquisition of Shares for the purpose of the Awarded Shares under the Scheme on such terms and conditions as may be determined by the Board.

(7) Restrictions

No Award shall be made by the Board and no new Awarded Shares shall be issued under the Scheme and no instructions to acquire Shares shall be given to the Trustee under the Scheme where any director is in possession of unpublished price-sensitive information in relation to the Group or where dealings by Directors are prohibited under any code or requirement of the Listing Rules and all applicable laws from time to time.

(8) Grant and Vesting

The Company shall notify each Selected Participant of the number of Awarded Shares granted to each Selected Participant by a Grant Notice which shall set out the respective entitlement of each Selected Participant and specify the additional conditions pursuant to which the Awarded Shares and/or the Related Income shall vest in each respective Selected Participant. The Trustee shall not hold any income of the Trust Fund upon trust for the Selected Participant, who are not entitled to any income or rights attached to or derived from the Awarded Shares (inclusive of any nil-paid rights, options or warrants derived from the Awarded Shares apart from the Related Income) from the date of the grant of the Award until the vesting of the Awarded Shares in the Selected Participant. The Board has the discretion to specify the consideration payable on acceptance of the grant of an award.

ANNUAL REPORT 2024

DIRECTORS' REPORT

Subject to the Scheme Rules and the fulfilment of all vesting conditions as specified in the Grant Notice (such fulfilment shall be confirmed by the Board), the respective Awarded Shares and the Related Income held by the Trustee on behalf of a Selected Participant shall vest in such Selected Participant, and the Trustee shall cause such vested Awarded Shares and the Related Income to be transferred to, or to the order of, such Selected Participant in accordance with the procedure specified in the Scheme Rules.

Except in the circumstances as set out under (9) below, upon the vesting of the Awarded Shares, barring any unforeseen circumstances, unless otherwise agreed between the Board and the Trustee,

(i) the Board shall send to the relevant Selected Participant a Vesting Notice and for purchase of Awarded Shares, together with such prescribed reply slip which require the Selected Participant to execute to effect the vesting and transfer of the Awarded Shares and the Related Income and,

(ii) subject to the receipt by the Trustee of (a) the reply slip prescribed in the Vesting Notice and duly signed by the Selected Participant within the period stipulated in the Vesting Notice, and (b) a confirmation from the Company that all vesting conditions having been fulfilled, the Trustee shall transfer the relevant Awarded Shares (and where applicable, together with the Related Income) to the relevant Selected Participant as soon as practicable after the Vesting Date and in any event not later than such period after the Vesting Date as may be reasonably determined by the Board. The final decision in relation to such transfer shall be subject to the absolute discretion of the Board.

Prior to the Vesting Date, any Award made hereunder shall be personal to the Selected Participant to whom it is made and shall not be assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to the Awarded Shares and the Related Income referable to him pursuant to such Award.

(9) Disqualification of Selected Participants/Lapse of Award

In the event of a Total Lapse, all Awarded Shares and the Related Income which have not vested shall not vest on the relevant Vesting Date and shall become Returned Shares and the income of the Trust.

In the event of a Partial Lapse, subject to the absolute discretion of the Board, the relevant part of an Award made to such Selected Participant shall automatically lapse forthwith and the relevant Awarded Shares and the Related Income which have not vested shall not vest on the relevant Vesting Date but shall become Returned Shares and income of the Trust.

In respect of a Selected Participant who retired, resigned or whose employment/engagement was terminated by agreement with a member of the Group at any time prior to or on the Vesting Date, all the Awarded Shares and the Related Income of the relevant Selected Participant shall immediately lapse. All the Awarded Shares and the Related Income of the relevant Selected Participant shall become Returned Shares and income of the Trust.

In the event of the death of a Selected Participant at any time, the award of the Awarded Shares and the Related Income shall immediately lapse and all the Awarded Shares (or Reference Amount, as the case may be) and the Related Income of the relevant Selected Participant shall become Returned Shares and income of the Trust.

MINTH GROUP LIMITED

DIRECTORS' REPORT

If there occurs an event of change in control of the Company, whether by way of offer, merger, scheme of arrangement or otherwise, all the Awarded Shares and the Related Income shall immediately vest on the date when such change of control event becomes or is declared unconditional and such date shall be deemed to be the Vesting Date. Subject to the receipt by the Trustee of duly executed reply slip to the Vesting Notice within 7 Business Days from the deemed Vesting Date, the Trustee shall transfer the Awarded Shares and the Related Income to the Selected Participant.

The Trustee shall hold the Returned Shares exclusively for the benefit of all or one or more of the Eligible Participants (excluding any Excluded Participant). The Board shall in its absolute discretion have the right to determine whether a proposed awardee is a Selected Participant at the time of award. When Returned Shares have been awarded, the Board shall notify the Trustee accordingly.

(10) Voting Rights

The Trustee shall not exercise the voting rights in respect of any Shares held by it as nominee or under the Trust (if any) (including but not limited to the Awarded Shares, the Returned Shares, any bonus Shares and scrip Shares derived therefrom).

(11) Termination

(i) The Scheme shall terminate on the earlier of:

(a) on the 10th anniversary date of the Adoption Date; and
(b) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant.

(ii) Upon termination of the Scheme,

(a) no further grant of Awarded Shares and the Related Income may be made under the Scheme, these rules of the Scheme shall remain in full force and effect in respect only of Awards which have been granted during the term of the Scheme and which remain unvested or which have vested but not yet been issued to a Selected Participant immediately prior to the termination of the Scheme;
(b) all the Awarded Shares and the Related Income of the Selected Participants granted under the Scheme shall become vested on the Selected Participants so referable on such date of termination save in respect of the Total Lapse or otherwise, subject to the receipt by the Trustee of the reply slip to the Vesting Notice prescribed by the Trustee and duly executed by the Selected Participant within the period stipulated by the Trustee;
(c) Returned Shares and such non-cash income remaining in the Trust Fund shall be sold by the Trustee, within such period after receiving notice of such termination of the Scheme as may be determined by the Board; and
(d) the Residual Cash for the Selected Participants, net proceeds of sale referred to in paragraph (ii)(b) above and such other funds remaining in the Trust Fund (after making appropriate deductions in respect of all disposal costs, liabilities and expenses) shall be remitted to the Company forthwith.

ANNUAL REPORT 2024

DIRECTORS' REPORT

(12) Alteration

The Scheme may be altered in any respect by a resolution of the Board provided that no such amendment shall operate to affect adversely any subsisting rights of any Selected Participant.

Details of the movement of the Awarded Shares during the Review Year and during the financial year ended 31 December 2023 are set out in the tables as follows:

Name and category of participants	Outstanding as at 1 January 2024	Number of Awarded Shares							Fair value of Awarded Shares at the date of grant (HKD)	Weighted average closing price of Shares immediately before the date(s) on which Awarded Shares were vested (HKD)	Grant price of the Awarded Shares (HKD)
		Granted during the Review Year	Vested during the Review Year	Cancelled during the Review Year	Lapsed during the Review Year	Outstanding as at 31 December 2024	Date of grant (Note 1)	Vesting period
Directors
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Participants with Awarded Shares in excess of 1% individual limit
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Related entity participants or service providers with Awarded Shares granted during the Review Year exceeding 0.1% of the total issued Shares
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other employee participants (in aggregate)
	2,258,000	-	-	-	226,000	2,032,000	29-3-2021	(Note 2)	31.25	N/A	0
Other related entity participants (in aggregate)
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other service providers (in aggregate)
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other participants
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Total	2,258,000	-	-	-	226,000	2,032,000
Name and category of participants	Outstanding as at 1 January 2023	Number of Awarded Shares							Fair value of Awarded Shares at the date of grant (HKD)	Weighted average closing price of Shares immediately before the date(s) on which Awarded Shares were vested (HKD)	Grant price of the Awarded Shares (HKD)
---	---	---	---	---	---	---	---	---	---	---	---
		Granted during the year	Vested during the year	Cancelled during the year	Lapsed during the year	Outstanding as at 31 December 2023	Date of grant (Note 1)	Vesting period
Directors
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Participants with Awarded Shares in excess of 1% individual limit
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Related entity participants or service providers with Awarded Shares granted during the year exceeding 0.1% of the total issued Shares
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other employee participants (in aggregate)
	2,565,000	-	-	-	307,000	2,258,000	29-3-2021	(Note 2)	31.25	N/A	0
Other related entity participants (in aggregate)
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other service providers (in aggregate)
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Other participants
N/A	-	-	-	-	-	-	N/A	N/A	N/A	N/A	N/A
Total	2,565,000	-	-	-	307,000	2,258,000

MINTH GROUP LIMITED

DIRECTORS' REPORT

Note 1: The closing price of the Shares immediately before the date on which the Awarded Shares were granted on 29 March 2021, i.e. on 26 March 2021 was HKD31.05.

Note 2: According to the amended vesting conditions, the vesting of 50% of the Awarded Shares is deferred from the third to the fourth anniversary of the date of grant whereas the remaining 50% of the Awarded Shares will also vest on the fourth anniversary of the date of grant, on the basis of satisfaction of relevant vesting conditions.

Note 3: There are no (i) participant with Awarded Shares granted and to be granted in excess of the 1% individual limit (as defined in Rule 17.03D(1) of the Listing Rules), and (ii) related entity participant or service provider with Awarded Shares granted and to be granted in any 12-month period exceeding 0.1% of the Shares in issue (excluding treasury shares).

For more details of the Share Award Scheme, please refer to note 37 to the consolidated financial statements.

During the year ended 31 December 2024, there were no contributions forfeited by the Group on behalf its employees who leave the plan prior to vesting fully in such contribution, nor had there been any utilization of such forfeited contributions to reduce future contributions. As at 31 December 2024, no forfeited contributions were available for utilization by the Group to reduce the existing level of contributions as described in paragraph 26(2) of Appendix D2 to the Listing Rules.

EQUITY-LINKED AGREEMENTS

Other than the 2012 and 2022 Share Option Scheme, no equity-linked agreements that will or may result in the Company issuing Shares or that require the Company to enter into any agreements that will or may result in the Company issuing Shares were entered into by the Company during the Review Year or subsisted at the end of the Review Year.

DIRECTORS' RIGHTS IN PURCHASING SHARES OR DEBENTURE

Save as disclosed in this annual report, at no time during the Review Year was the Company, its holding company or its subsidiaries a party to any arrangements which enabled the Directors to acquire benefits by means of acquisition of Shares in or debenture of the Company or any other body corporate.

DIRECTORS' AND THE CONTROLLING SHAREHOLDER'S INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCE

Save as disclosed in this annual report, no transactions, arrangements or contracts of significance to which the Company or any of its subsidiaries was a party and in which a Director or an entity connected with a Director had a material interest, whether directly or indirectly, subsisted during or at the end of the Review Year.

Save as disclosed in this annual report, no transactions, arrangements or contracts of significance (including contract of significance for provision of services to the Group) to which the Company or any of its subsidiaries was a party and in which a controlling shareholder of the Company or any of its subsidiaries was also a party, subsisted during or at the end of the Review Year.

MANAGEMENT CONTRACT

No contracts concerning the management and administration of the whole or any substantial part of the business of the Group were entered into or existed during the Review Year.

ANNUAL REPORT 2024

DIRECTORS' REPORT

SUBSTANTIAL SHAREHOLDERS

Interests or short positions in the Company

As at 31 December 2024, the interests or short positions of substantial Shareholders, other than the Directors or the chief executives of the Company, in the Shares and underlying shares of the Company as recorded in the register of substantial Shareholders maintained by the Company pursuant to Section 336 of the SFO are as follows:

Name of Substantial Shareholder	Capacity	Long/Short Position	Total Number of Ordinary Shares	Percentage of the Company's Issued Share Capital (Note 1)
Chin Jong Hwa	Interest of controlled corporations	Long position	450,072,000	38.73%
	Interest of spouse	Long position	750,000 (Note 2)	0.06%
Minth Holdings Limited ("Minth Holdings")	Beneficial owner	Long position	450,072,000 (Note 3)	38.73%
Invesco Asset Management Limited	Investment manager	Long position	70,656,000	6.08%
JPMorgan Chase & Co.	Beneficial owner	Long position	7,743,638	0.67%
		Short position	6,310,768 (Note 4)	0.54%
	Investment manager	Long position	40,393,251	3.48%
	Person having a security interest in shares	Long position	1,451,743	0.12%
	Approved lending agent	Long position	19,855,495	1.71%

Note 1: The percentage of the Company's issued share capital of 1,161,993,599 Shares as at 31 December 2024.
Note 2: As at 31 December 2024, Minth Holdings and Ms. Wei were beneficially interested in 450,072,000 Shares and 750,000 Shares respectively. Minth Holdings was wholly-owned by Mr. Chin Jong Hwa and he was therefore deemed to be interested in the entire 450,072,000 Shares held by Minth Holdings. Since Mr. Chin Jong Hwa is the spouse of Ms. Wei, he is deemed to be interested in the 750,000 Shares in which Ms. Wei is interested.
Note 3: As at 31 December 2024, Minth Holdings, a company wholly-owned by Mr. Chin Jong Hwa, was beneficially interested in 450,072,000 Shares.
Note 4: As at 31 December 2024, according to the information disclosed to the Company under Division 2 and Division 3 of Part XV of the SFO, these Shares were held by corporations controlled directly or indirectly as to 100% by JPMorgan Chase & Co.

Other than as disclosed above, as at 31 December 2024, the Company had not been acknowledged by any person of any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

MINTH GROUP LIMITED

DIRECTORS' REPORT

PURCHASE, SALE OR REDEMPTION OF SHARES OF THE COMPANY

During the Review Year, the trustee of the Share Award Scheme did not purchase any Shares of the Company on the Stock Exchange.

During the Review Year, the Company repurchased a total of 10,244,000 shares of the Company with details as below, all of which were held as treasury shares.

Date of repurchase of Shares	Number of Shares repurchased	Lowest repurchase price per Share (HKD)	Highest repurchase price per Share (HKD)	Aggregate price paid (HKD)
August 2024	786,000	11.14	11.50	8,908,000.00
September 2024	1,350,000	12.90	14.60	18,521,540.00
October 2024	2,714,000	14.12	15.96	41,093,422.20
November 2024	4,894,000	13.04	14.60	67,175,872.60
December 2024	500,000	13.20	13.36	6,640,450.00
Total	10,244,000			142,339,284.80

CONTINUING CONNECTED TRANSACTIONS

On 23 February 2022, the Group as purchaser entered into the Wuhan Camera Purchase Agreement, the Jiaxing Camera Purchase Agreement and the Guangzhou Camera Purchase Agreement with Jiaxing Shun Min Electronic Co., Ltd.* (嘉興淳敏電子有限公司) ("Jiaxing Shun Min") as supplier to purchase automobile camera devices, parts and accessories for the period from 23 February 2022 to 22 February 2025.

On 23 February 2022, the Company (through its indirect wholly-owned subsidiary Jiaxing Minsheng Automotive Parts Co., Ltd.* (嘉興敏勝汽車零部件有限公司)) as purchaser entered into the PCBA Purchase Agreement with Jiaxing Shun Min, as supplier to purchase printed circuit boards assembly for the period from 23 February 2022 to 22 February 2025.

On 23 February 2022, the Company (through its indirect wholly-owned subsidiary, Jiaxing Minhui Automotive Parts Co., Ltd. (嘉興敏惠汽車零部件有限公司)) as purchaser entered into the Suppliers Agreement with Zhejiang Tianchong Vehicle Lamp Co., Ltd. (浙江天翀車燈集團有限公司) as the assembly supplier and Jiaxing Shun Min as the tier 2 supplier for the assembly of printed circuit board parts for the period from 23 February 2022 to 22 February 2025.

Subsequently, the Group has received increased orders for certain of its products, which has resulted in increased orders for products supplied by Jiaxing Shun Min under the agreements stated above (the "Agreements"). On 29 December 2022, the Group revised the original annual caps for the Agreements for the annual year ending 22 February 2023, 22 February 2024 and 22 February 2025 respectively.

On 31 December 2024, the Group as purchaser entered into the Jiaxing Camera Purchase Agreement with Jiaxing Shun Min as supplier to purchase automobile camera devices, parts and accessories for the period from 1 January 2025 to 31 December 2027 to replace the 2022 Jiaxing Camera Purchase Agreement which has been terminated with effect from 1 January 2025. The Group as purchaser also entered into the Hubei Camera Purchase Agreement on the same date with Jiaxing Shun Min as supplier to purchase automobile camera devices, parts and accessories for the period from 1 January 2025 to 31 December 2027.

ANNUAL REPORT 2024

DIRECTORS' REPORT

As Jiaxing Shun Min is indirectly wholly-owned by Shun On Electronic Co., Ltd.* (淳安電子股份有限公司) ("Shun On Electronic"), and in turn Mr. Chin Jong Hwa, the single largest shareholder of the Company and his associates are together indirectly beneficially interested in 35.12% of Shun On Electronic, Jiaxing Shun Min is a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Agreements constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

Further details of the Agreements are set out in the Company's announcements dated 23 February 2022, 29 December 2022 and 31 December 2024. The Company confirms that it has complied with the disclosure requirements in respect of the above continuing connected transactions in accordance with Chapter 14A of the Listing Rules.

The independent non-executive Directors have reviewed and confirmed that the above continuing connected transactions that were carried out during the year ended 31 December 2024 have been entered into by the Group:

(a) in the ordinary and usual course of business of the Group;
(b) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and
(c) in accordance with the agreements governing the transactions that are fair and reasonable and in the interests of the shareholders of the Company as a whole.

The Board further confirmed that in accordance with Rule 14A.71 of the Listing Rules, for the purposes for Rule 14A.56, the auditor of the Company has provided a letter to the Board confirming that nothing has come to their attention that causes them to believe that the above continuing connected transactions:

(i) have not been approved by the Board;
(ii) were not entered into, in all material respects in accordance with the relevant agreements governing the transactions; and
(iii) have exceeded the cap.

Save for the above, during the Review Year, the Group did not enter into any continuing connected transactions which is subject to the reporting, annual review, announcement and/or independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

REMUNERATION POLICY

Remuneration policy of the Group is set by the Remuneration Committee, making reference to legal framework, market condition and performance of the Group and individual staff. The remuneration policy and remuneration packages of the Directors and senior management staff of the Group are reviewed by the Remuneration Committee, making reference to the prevailing market practice, his/her duties and responsibilities within the Group and his/her contribution to the Group.

Ms. Wei, the executive Director has agreed to waive her remuneration since 28 May 2020.

The Company has adopted the Share Option Schemes as an incentive to Directors and eligible employees, details of the Share Option Schemes are set out on pages 39 to 42 of this annual report.

The Company has also adopted the Share Award Scheme which provides incentives to employees, details of the scheme are set out on pages 42 to 47 of this annual report and note 37 to the financial statements.

MINTH GROUP LIMITED

DIRECTORS' REPORT

SUFFICIENCY OF PUBLIC FLOAT

Based on information that is publicly available to the Company and within the knowledge of the Directors, as at the latest practicable date prior to the issue of this annual report, the Company has maintained sufficient public float as required under the Listing Rules.

COMPLIANCE WITH RELEVANT LAWS AND REGULATIONS

As the Group mainly operates in China through its subsidiaries, it is subject to the Chinese laws and regulations relating to the R&D, production and distribution of auto parts, toolings and moulds including but not limited to those on the quality, safety, environmental protection, intellectual property, labor and personnel. Meanwhile, as a company incorporated in the Cayman Islands and listed on the Stock Exchange, the Company is governed by the Company Law of the Cayman Islands, the Listing Rules and the Securities and Futures Ordinance ("SFO").

During the Review Year, to the best knowledge of the Board, the Group does not have any incidence of non-compliance with the relevant laws and regulations that would have a significant impact on the Group's business and operations.

The relevant laws and regulations that have significant impact on the Group's business and the compliance measures adopted and implemented during the Review Year are outlined below.

The Group strictly complies with laws, regulations and standards that governing the automotive industry specifically, such as the Product Quality Law of the People's Republic of China, the Group has established the Quality Manual of the Group in accordance with the requirements of the IATF16949 Automotive Quality Management System Standard, so as to standardise the automotive product quality management system, objectives and policies and strengthen quality management.

In the area of environmental protection which are related to air and greenhouse gas emissions, discharges into water and land, and generation of hazardous and non-hazardous waste, the Group strictly complies with laws, regulations and standards, such as the Environmental Protection Law of the People's Republic of China, the Law of the People's Republic of China on Promoting Clean Production, the Energy Conservation Law of the People's Republic of China, the Law of the People's Republic of China on Prevention and Control of Water Pollution, the Law of the People's Republic of China on Prevention and Control of Air Pollution, the Law of the People's Republic of China on the Prevention and Control of Environmental Pollution Caused by Solid Waste. The Group has continuously improved the internal environmental management mechanism and documents, such as Environmental Management Manual, regularly update the latest list of laws and regulations on environmental protection, ensuring the standardisation and compliance of environmental protection management. The Group also actively promotes the certification of its environmental management system, and implement energy management and carbon emission reduction activities and plans within the scope of the global environmental management system.

The Group is in strict accordance with national, regional and industrial laws, regulations and standards on occupational health and safety, such as The Production Safety Law of the People's Republic of China, The Law of the People's Republic of China on the Prevention and Control of Occupational Diseases, The Labour Law of the People's Republic of China, The Labour Contract Law of the People's Republic of China, The Minimum Wage Regulations of the People's Republic of China. In order to comply with these laws and regulations, the Group pays attention to the development and management of corporate occupational health, improves the management mechanism for positions exposed to occupational hazards, and fully implements the occupational health checkup system to ensure that employees are healthy at work and happy in life, as well as having rules in place relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, anti-discrimination and other benefits and welfare, etc.

ANNUAL REPORT 2024

DIRECTORS' REPORT

ENVIRONMENTAL POLICIES AND PERFORMANCE

Upholding the principle of green production and sustainable development, the Group clearly defines its responsibility on environmental protection, strengthens on-site supervision and management, attaches great importance to the identification and elimination of hidden dangers, and rolls out the environmental protection initiatives in a standardized, uniform and systematic manner. In the meantime, the Group is committed to low-carbon operations and management from the perspectives of digitalization, systemization, green energy, green supply chain, low-carbon R&D and circular economy. The Group continues to expand the installation of photovoltaic power generation facilities to maximize its efforts in energy conservation and emission reduction, sources low-carbon raw materials such as eco-friendly aluminum and recycled plastic materials as alternatives, and promotes the application of smart energy system and carbon emission management system enabled by the technology of Industrial Internet of Things in order to reduce the carbon footprint of the Group's products.

RELATIONSHIP WITH KEY STAKEHOLDERS

The Group emphasises on maintaining good relationship with its stakeholders and considers it a key element to sustainable business growth.

Employees

The Group has always been people-oriented and has attached great importance to human resource management. The Group attract excellent talents through fair recruitment policy and provide employees with training opportunities, good career development prospect and growth opportunities. From time to time, the Group ensures to offer its employees remuneration packages that are comprehensive and attractive. Some employees of the Group are granted Share Options and/or Awarded Shares under the Company's 2012 and 2022 Share Option Schemes and Share Award Scheme in recognition of their contribution. The Group also value its employee's physical and mental development. Diverse events and activities are organised for the employees for fostering work-life balance and personal growth.

Customers

The Group is committed to offering its customers products and services to the best of its ability. The Group highly value comments and suggestions of its customers and have always maintained effective communications with the customers. The Group will continue to reach out for current and prospective customers through, inter-alia, on-site visits and major customers' satisfaction surveys. The Group believe that customers' feedback would help it identify areas of improvement and advance it to achieve excellence.

Suppliers

Maintaining good relationship with suppliers is essential to the Group's business performance and growth because suppliers can have direct influence over the quality of the products and services and customer satisfaction. The Group has formulated related measurements in respect of the supplier selection procedures, quality testing methods and comprehensive appraisal and evaluation system on potential and existing suppliers and their products and performance. The Group is committed to establishing a close and long-term partnership with its business partners.

MATERIAL LITIGATION AND ARBITRATION

The Group was not engaged in any litigation or arbitration of material importance during the Review Year and up to the date of this report.

EVENT AFTER THE REPORTING PERIOD

No significant events occurred after the reporting period which would have a material adverse impact on the final position of the Company.

MINTH GROUP LIMITED

DIRECTORS' REPORT

TAX RELIEF AND EXEMPTION

The Directors are not aware of any tax relief and exemption available to the Shareholders by reason of their holding the Company's securities.

PRE-EMPTIVE RIGHTS

There are no provisions for pre-emptive rights under the Company's articles of association, or the laws of Cayman Islands, which would oblige the Company to offer new Shares on a pro-rata basis to existing shareholders.

AUDITOR

The Company's independent external auditor is Deloitte Touche Tohmatsu, and has not been changed in the last three years. A resolution will be proposed at the forthcoming AGM to re-appoint Messrs. Deloitte Touche Tohmatsu as auditor of the Company.

UPDATES ON BIOGRAPHICAL DETAILS OF DIRECTORS UNDER RULE 13.51B(1) OF THE LISTING RULES

Pursuant to Rule 13.51B(1) of the Listing Rules, save for the remuneration paid to the Directors during the Review Year set out in note 12 to the consolidated financial statements, there is no other information required to be disclosed.

By Order of the Board

Minth Group Limited

Wei Ching Lien

Chairperson

Hong Kong, 24 March 2025

ANNUAL REPORT 2024

INDEPENDENT AUDITOR'S REPORT

Deloitte.

德勤

TO THE SHAREHOLDERS OF MINTH GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

OPINION

We have audited the consolidated financial statements of Minth Group Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") set out on pages 58 to 194, which comprise the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended and notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2024, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing ("HKSAs") issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA's Code of Ethics for Professional Accountants (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

MINTH GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

Occurrence of the revenue recognition from sales of automobile body parts
(Refer to Note 5 to the consolidated financial statements)

We identified the occurrence of the revenue recognition from sales of automobile body parts as a key audit matter due to the significance of revenue recognition from sales of automobile body parts to the Group's consolidated financial statements.

For the year ended 31 December 2024, the Group has recognised revenue of Renminbi ("RMB") 21,494,177,000 from its sales of automobile body parts, which accounted for 92.86% of total revenue of the Group.

As disclosed in note 5 to the consolidated financial statements, revenue from sales of automobile body parts is recognised when control of the products has been transferred to the customer, being at the point the goods are delivered to the customer's specific location and accepted by the customer.

How our audit addressed the key audit matters

Our procedures in relation to occurrence of the revenue recognition from sales of automobile body parts included:

Obtaining an understanding and evaluating the key internal controls in respect of the occurrence of the revenue recognition from sales of automobile body parts;
Reviewing the sales contracts with customers, on a sampling basis, and verifying the terms and conditions set out in the sales contracts regarding the criteria of satisfaction of performance obligation;
Analysing revenue and gross margin from sales of automobile body parts during the current reporting period and identifying unusual fluctuations and inquiring the management to understand and evaluate the appropriateness of the reasons for the unusual fluctuations (if applicable); and
Testing the sales of automobile body parts, on a sampling basis, by inspecting the relevant supporting documents on the completion of sales.

ANNUAL REPORT 2024

INDEPENDENT AUDITOR'S REPORT

OTHER INFORMATION

The directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRSs issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

MINTH GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of the Company.
Conclude on the appropriateness of the directors of the Company's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Kay Man Wo, Dick.

Deloitte Touche Tohmatsu
Certified Public Accountants
Hong Kong
24 March 2025

ANNUAL REPORT 2024

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 31 December 2024

| | NOTES | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- | --- |
| Revenue | 5 | 23,147,123 | 20,523,674 |
| Cost of sales | | (16,449,053) | (14,901,683) |
| Gross profit | | 6,698,070 | 5,621,991 |
| Investment income | 7 | 325,291 | 356,131 |
| Other income | 8 | 459,511 | 414,571 |
| Impairment losses under expected credit loss model, net of reversal | | (16,369) | (22,283) |
| Other gains and losses | 9 | (7,201) | 83,038 |
| Distribution and selling expenses | | (1,047,605) | (791,910) |
| Administrative expenses | | (1,638,404) | (1,449,490) |
| Research expenditure | | (1,449,444) | (1,396,622) |
| Interest expenses | | (521,020) | (515,499) |
| Share of results of joint ventures | | 37,716 | 37,930 |
| Share of results of associates | | (33,606) | (22,382) |
| Profit before tax | | 2,806,939 | 2,315,475 |
| Income tax expense | 10 | (431,179) | (351,482) |
| Profit for the year | 11 | 2,375,760 | 1,963,993 |
| Other comprehensive income: | | | |
| Item that will not be reclassified to profit or loss: | | | |
| Gain on remeasurement of plan assets | | 156 | 1,150 |
| Items that may be reclassified subsequently to profit or loss: | | | |
| Exchange differences arising on translation of foreign operations | | (133,958) | 69,735 |
| Fair value loss on debt instruments measured at fair value through other comprehensive income | | (670) | (1,116) |
| Other comprehensive (expense) income for the year, net of income tax | | (134,472) | 69,769 |
| Total comprehensive income for the year | | 2,241,288 | 2,033,762 |
| Profit for the year attributable to: | | | |
| Owners of the Company | | 2,319,300 | 1,903,231 |
| Non-controlling interests | | 56,460 | 60,762 |
| | | 2,375,760 | 1,963,993 |
| Total comprehensive income for the year attributable to: | | | |
| Owners of the Company | | 2,208,801 | 1,979,753 |
| Non-controlling interests | | 32,487 | 54,009 |
| | | 2,241,288 | 2,033,762 |
| Earnings per share | 14 | | |
| Basic | | RMB2.019 | RMB1.654 |
| Diluted | | RMB2.019 | RMB1.654 |

58 MINTH GROUP LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2024

| | NOTES | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- | --- |
| Non-current assets | | | |
| Property, plant and equipment | 15 | 15,798,496 | 15,475,982 |
| Right-of-use assets | 16 | 1,034,728 | 1,057,581 |
| Goodwill | 17 | 98,030 | 98,030 |
| Other intangible assets | 18 | 91,523 | 112,323 |
| Interests in joint ventures | 19 | 288,678 | 274,546 |
| Interests in associates | 20 | 95,211 | 132,746 |
| Deferred tax assets | 22 | 482,985 | 418,768 |
| Prepayment for acquisition of property, plant and equipment | | 460,998 | 944,330 |
| Derivative financial assets | 27 | 863 | 2,361 |
| Contract assets | 25 | 1,003,741 | 943,395 |
| Contract costs | 25 | 92,920 | 107,460 |
| Financial assets at fair value through profit or loss | 26 | 1,075,344 | 29,578 |
| Plan assets | 38 | 2,446 | 3,519 |
| Time deposits | 28 | 1,063,624 | 453,293 |
| | | 21,589,587 | 20,053,912 |
| Current assets | | | |
| Inventories | 23 | 4,640,941 | 3,982,201 |
| Trade and other receivables | 24 | 7,476,017 | 6,609,980 |
| Contract assets | 25 | 289,026 | 263,034 |
| Financial assets at fair value through profit or loss | 26 | 189,542 | — |
| Derivative financial assets | 27 | 21,558 | 19,804 |
| Debt instruments at fair value through other comprehensive income | 21 | 314,881 | 584,837 |
| Loan receivable | | 26,037 | 27,777 |
| Pledged bank deposits and time deposits | 28 | 1,770,568 | 1,840,456 |
| Cash and cash equivalents | 28 | 2,440,779 | 4,165,305 |
| | | 17,169,349 | 17,493,394 |
| Current liabilities | | | |
| Trade and other payables | 29 | 7,260,369 | 7,004,330 |
| Tax liabilities | | 206,248 | 226,173 |
| Borrowings | 31 | 5,893,775 | 5,851,363 |
| Lease liabilities | 34 | 21,918 | 19,604 |
| Contract liabilities | 30 | 162,728 | 139,650 |
| Derivative financial liabilities | 27 | 20,577 | 1,773 |
| Other long-term liabilities due within one year | 40 | 1,011,176 | 874,500 |
| | | 14,576,791 | 14,117,393 |
| Net current assets | | 2,592,558 | 3,376,001 |
| Total assets less current liabilities | | 24,182,145 | 23,429,913 |

ANNUAL REPORT 2024

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 December 2024

| | NOTES | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- | --- |
| Capital and reserves | | | |
| Share capital | 32 | 116,269 | 116,269 |
| Share premium and reserves | | 20,328,883 | 18,202,228 |
| Equity attributable to owners of the Company | | 20,445,152 | 18,318,497 |
| Non-controlling interests | 33 | 813,779 | 821,382 |
| Total equity | | 21,258,931 | 19,139,879 |
| Non-current liabilities | | | |
| Deferred tax liabilities | 22 | 196,651 | 222,853 |
| Borrowings | 31 | 2,525,281 | 3,836,960 |
| Lease liabilities | 34 | 62,261 | 66,574 |
| Derivative financial liabilities | 27 | 14,054 | 6,265 |
| Contract liabilities | 30 | 104,898 | — |
| Deferred income | 39 | 20,069 | 44,553 |
| Other long-term liability | 40 | — | 112,829 |
| | | 2,923,214 | 4,290,034 |
| | | 24,182,145 | 23,429,913 |

The consolidated financial statements on pages 58 to 194 were approved and authorised for issue by the board of directors (the "Board") on 24 March 2025 and are signed on its behalf by:

Wei Ching Lien
DIRECTOR

Zhang Yuxia
DIRECTOR

MINTH GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2024

	Share capitalRMB'000	Share premiumRMB'000	Treasury stockRMB'000	Special reserveRMB'000	Other reserveRMB'000	Statutory surplus reserve fundRMB'000	Enterprise expansion fundRMB'000	FVTOCI reserveRMB'000	Exchange reserveRMB'000	Share-based payment reserveRMB'000	Retained profitsRMB'000	Attributable to owners of the CompanyRMB'000	Non-controlling interestsRMB'000	TotalRMB'000
At 1 January 2024	116,269	4,153,085	(202,636)	276,199	73,976	1,073,376	430,651	(1,688)	(69,447)	264,280	12,234,432	18,318,497	821,382	19,139,879
Profit for the year	-	-	-	-	-	-	-	-	-	-	2,319,300	2,319,300	56,460	2,375,760
Fair value gain on debt instruments measured at fair value through other comprehensive income	-	-	-	-	-	-	-	(670)	-	-	-	(670)	-	(670)
Exchange differences arising on translation of foreign operations	-	-	-	-	-	-	-	-	(109,985)	-	-	(109,985)	(23,973)	(133,958)
Remeasurement of plan assets	-	-	-	-	-	-	-	-	-	-	156	156	-	156
Total comprehensive income for the year	-	-	-	-	-	-	-	(670)	(109,985)	-	2,319,456	2,208,801	32,487	2,241,288
Recognition of equity-settled share-based payments (note 37(a)(b))	-	-	-	-	-	-	-	-	-	46,809	-	46,809	-	46,809
Transfer to other reserve for share option and restricted shares forfeited after the vesting date	-	-	-	-	13,667	-	-	-	-	(13,667)	-	-	-	-
Dividends declared to non-controlling interests (note 33)	-	-	-	-	-	-	-	-	-	-	-	-	(39,848)	(39,848)
Recognition of equity-settled share-based payment in a subsidiary (note 37(c))	-	-	-	-	-	-	-	-	-	770	-	770	1,343	2,113
Acquisition of additional interest in subsidiaries (note 33)	-	-	-	-	288	-	-	-	-	-	-	288	(1,585)	(1,297)
Treasury stock (note)	-	-	(130,013)	-	-	-	-	-	-	-	-	(130,013)	-	(130,013)
At 31 December 2024	116,269	4,153,085	(382,649)	276,199	87,931	1,073,376	430,651	(2,358)	(179,432)	318,192	14,553,888	20,445,152	813,779	21,258,931

ANNUAL REPORT 2024
61

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2024

	Share capital RMB'000	Share premium RMB'000	Treasury stock RMB'000	Special reserve RMB'000	Other reserve RMB'000	Statutory surplus reserve fund RMB'000	Enterprise expansion fund RMB'000	FVTOOI reserve RMB'000	Exchange reserve RMB'000	Share-based payment reserve RMB'000	Retained profits RMB'000	Attributable to owners of the Company RMB'000	Non-controlling interests RMB'000	Total RMB'000
At 1 January 2023	116,255	4,148,705	(258,661)	276,199	72,693	1,073,376	430,651	(572)	(145,935)	266,411	10,938,629	16,917,751	780,368	17,698,119
Profit for the year	-	-	-	-	-	-	-	-	-	-	1,903,231	1,903,231	60,762	1,963,993
Fair value gain on debt instruments measured at fair value through other comprehensive income	-	-	-	-	-	-	-	(1,116)	-	-	-	(1,116)	-	(1,116)
Exchange differences arising on translation of foreign operations	-	-	-	-	-	-	-	-	76,488	-	-	76,488	(6,753)	69,735
Remeasurement of defined benefit obligation	-	-	-	-	-	-	-	-	-	-	1,150	1,150	-	1,150
Total comprehensive income for the year	-	-	-	-	-	-	-	(1,116)	76,488	-	1,904,381	1,979,753	54,009	2,033,762
Recognition of equity-settled share-based payments (note 37(a)(b))	-	-	-	-	-	-	-	-	-	22,984	-	22,984	-	22,984
Transfer to other reserve for share option forfeited after the vesting date	-	-	-	-	6,170	-	-	-	-	(6,170)	-	-	-	-
Dividends recognised as distribution (note 13)	-	-	6,025	-	-	-	-	-	-	-	(608,578)	(602,553)	-	(602,553)
Dividends declared to non-controlling interests (note 33)	-	-	-	-	-	-	-	-	-	-	-	-	(130,936)	(130,936)
Capital contribution from non-controlling shareholders (note 33)	-	-	-	-	(1,803)	-	-	-	-	-	-	(1,803)	144,111	142,308
Recognition of equity-settled share-based payment in a subsidiary (note 37(c))	-	-	-	-	-	-	-	-	-	1,989	-	1,989	3,467	5,456
Acquisition of additional interest in subsidiaries (note 33)	-	-	-	-	(3,064)	-	-	-	-	-	-	(3,064)	(29,637)	(32,721)
Exercise of share options	14	4,380	-	-	-	-	-	-	-	(934)	-	3,460	-	3,460
At 31 December 2023	116,269	4,153,085	(252,636)	276,199	73,976	1,073,376	430,651	(1,688)	(69,447)	284,280	12,234,432	18,318,497	821,382	19,139,879

Note:
The special reserve of the Group represents the difference between the nominal amount of the shares issued by the Company and the aggregate amount of the paid-in capital of subsidiaries acquired pursuant to the group reorganisation in June 2005.

The other reserve of the Group consists of: (i) contributions from the single largest shareholder, Mr. Chin Jong Hwa ("Mr. Chin"), in connection with the Group's acquisition of an associate from Mr. Chin pursuant to the group reorganisation; (ii) reserve arising from acquisition of additional interest in subsidiaries; (iii) revaluation reserve recognised upon acquisition of businesses from interests in joint ventures; (iv) reserve transferred from share options reserve for share options forfeited after the vesting dates; and (v) contributions from the non-controlling shareholders in subsidiaries.

The financial instruments measured at fair value through other comprehensive income ("FVTOCI") reserve represents the changes in fair value of bills receivables which were measured as debt instruments at FVTOCI.

As stipulated by the relevant laws and regulations for foreign investment enterprise in the People's Republic of China (the "PRC"), the PRC subsidiaries are required to maintain a statutory surplus reserve fund which is non-distributable. Appropriations to such reserve are made out of profit after taxation of the statutory financial statements of the PRC subsidiaries. The amount and basis of allocation are decided by its respective board of directors annually. The statutory surplus reserve fund can be used to make up its prior year losses, if any, and can be applied in conversion into capital by means of capitalisation issue. The enterprise expansion fund is also appropriated out of profit after taxation of the statutory financial statements of the PRC subsidiaries subject to the approval by its respective board of directors annually, for the use of development and expanding the capital base of the PRC subsidiaries.

On 21 August 2024, the board of directors of the Company decided to repurchase up to 116,199,359 shares of the Company, representing 10% of the total number of issued shares. Such repurchase will be conducted in the open market from time to time, in accordance with prevailing market conditions, and will utilize a maximum amount of HK$500,000,000 for the Proposed Share Repurchase. The actual repurchase price for each share shall be no more than 5% higher than the average closing market price for the Shares over the five trading days immediately preceding each repurchase. As of 31 December 2024, the Group repurchased a total of 10,244,000 shares at an aggregate cost amounting to RMB130 million.

MINTH GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2024

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Operating activities | | |
| Profit before tax | 2,806,939 | 2,315,475 |
| Adjustments for: | | |
| Finance costs | 521,020 | 515,499 |
| Interest income | (325,291) | (356,131) |
| Share of results of joint ventures | (37,716) | (37,930) |
| Share of results of associates | 33,606 | 22,382 |
| Depreciation of property, plant and equipment | 1,452,180 | 1,302,281 |
| Depreciation of right-of-use assets | 45,268 | 46,665 |
| Amortisation of other intangible assets | 46,820 | 44,964 |
| Share-based payment expense | 48,922 | 28,440 |
| Fair value changes of other financial assets at fair value through profit or loss ("FVTPL") | 27,909 | — |
| Fair value changes of derivative financial instruments | (15,152) | (44,848) |
| Gain on disposal of other financial assets at FVTPL | (6,344) | — |
| Losses(gains) on disposal of property, plant and equipment | 24,509 | (16,464) |
| Proceeds from the acquisition of investment in a joint venture | 70 | 791 |
| Gain on disposal of associates | (415) | — |
| Impairment loss, net of reversal | | |
| — property, plant and equipment | 12,291 | 4,603 |
| — financial assets and other items under expected credit loss model | 16,369 | 22,283 |
| — inventories | 114,530 | 39,420 |
| Net foreign exchange (gain)loss | (151,773) | 267,475 |
| Operating cash flows before movements in working capital | 4,613,742 | 4,154,905 |
| Increase in inventories | (773,337) | (393,739) |
| Increase in trade and other receivables | (929,799) | (321,011) |
| Increase in debt instruments at FVTOCI | (30,245) | (421,125) |
| Increase in contract assets | (86,338) | (44,292) |
| Decrease in contract costs | 14,540 | 26,227 |
| Increase in trade and other payables | 879,386 | 791,630 |
| Increase (decrease) in contract liabilities | 127,976 | (36,972) |
| Cash generated from operations | 3,815,925 | 3,755,623 |
| Income taxes paid | (541,523) | (389,716) |
| Net cash from operating activities | 3,274,402 | 3,365,907 |

ANNUAL REPORT 2024

CONSOLIDATED STATEMENT OF

CASH FLOWS

For the year ended 31 December 2024

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Investing activities | | |
| Proceeds from redemption of other financial assets and derivative financial instruments | 9,241,587 | 9,598,656 |
| Interest received | 376,240 | 432,525 |
| Proceeds from disposal of financial assets at FVTPL | 20,581 | — |
| Dividend received from a joint venture and an associate | 20,049 | 1,500 |
| Proceeds from disposal of property, plant and equipment | 15,660 | 83,025 |
| Investment in other financial assets and derivative financial instruments | (9,200,098) | (9,478,279) |
| Purchases of property, plant and equipment | (1,906,002) | (3,218,344) |
| Acquisition of financial assets at FVTPL | (1,272,985) | — |
| Payments for right-of-use assets | (5,726) | (17,031) |
| Purchases of other intangible assets | (26,098) | (43,856) |
| Government subsidies received relating to the purchase of property, plant and equipment | 63,927 | 143,169 |
| Placement of pledged bank deposits and time deposits | (1,616,229) | (2,161,322) |
| Withdrawal of pledged bank deposits | 1,089,503 | 1,036,688 |
| Net cash inflow arising on disposal of subsidiaries | — | 152,510 |
| Net cash inflow arising on disposal of associates | 4,130 | — |
| Payments for investment in associates | — | (715) |
| Payment on acquisition of interest in a joint venture | (2,940) | (1,720) |
| Net cash inflow arising on settlement of consideration receivable in respect of disposal of subsidiaries | 2,160 | — |
| Repayment for loan to an associate | — | 73,516 |
| Repayment for loan to a related party | 1,809 | — |
| Loan to an associate | — | (100,699) |
| Net cash used in investing activities | (3,194,432) | (3,500,377) |
| Financing activities | | |
| Repayments of borrowings | (29,281,109) | (33,252,064) |
| Repayments of lease liabilities | (29,951) | (19,867) |
| New borrowings raised | 28,176,742 | 34,454,240 |
| Dividends paid to owners of the Company | — | (602,553) |
| Dividends paid to non-controlling shareholders | (32,533) | (141,648) |
| Interest paid | (497,275) | (499,292) |
| Proceeds from exercise of share options | — | 3,460 |
| Payment on repurchase shares as treasury stock | (130,013) | — |
| Capital contributions from non-controlling shareholders | — | 142,308 |
| Payment on acquisition of non-controlling interests | (1,297) | (32,721) |
| Net cash (used in)from financing activities (note 43) | (1,795,436) | 51,863 |
| Net decrease in cash and cash equivalents | (1,715,466) | (82,607) |
| Cash and cash equivalents at the beginning of the year | 4,165,305 | 4,220,651 |
| Effect of foreign exchange rate changes | (9,060) | 27,261 |
| Cash and cash equivalents at the end of the year | 2,440,779 | 4,165,305 |
| Analysis of the balances of cash and cash equivalents | | |
| Cash and cash equivalents | 2,440,779 | 4,165,305 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2024

1. GENERAL INFORMATION

The Company was incorporated under the Companies Law of the Cayman Islands on 22 June 2005 and registered as an exempted company with limited liability. Its registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The shares of the Company have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") since 1 December 2005. The Company acts as an investment holding company with its subsidiaries engaged in the design, development, manufacture, processing and sales of automobile body parts and moulds. The principal activities of the Company's subsidiaries are set out in note 44.

Mr. Chin, the single largest shareholder of the Company, held 450,072,000 shares of the Company through his wholly-owned company, Minth Holdings Limited, representing approximately 38.73% of the total issued shares (including the treasury shares). Minth Holdings Limited, a limited company incorporated in the British Virgin Islands on January 7, 2005, was previously known as Linkfair Investments Limited.

The consolidated financial statements are presented in Renminbi ("RMB"), which is the same as the functional currency of the Company.

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs")

Amendments to HKFRSs that are mandatorily effective for the current year

In the current year, the Group has applied the following amendments to HKFRSs issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") for the first time, which are mandatorily effective for the Group's annual period beginning on 1 January 2024 for the preparation of the consolidated financial statements:

Amendments to HKFRS 16	Lease Liability in a Sale and Leaseback
Amendments to HKAS 1	Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020)
Amendments to HKAS 1	Non-current Liabilities with Covenants
Amendments to HKAS 7 and HKFRS 7	Supplier Finance Arrangements

Except as described below, the application of the amendments to HKFRSs in the current year has had no material impact on the Group's financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (CONTINUED)

Amendments to HKFRSs that are mandatorily effective for the current year (Continued)

2.1 Impacts on application of Amendments to HKAS 1 Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020) (the “2020 Amendments”) and Amendments to HKAS 1 Non-current Liabilities with Covenants (the “2022 Amendments”)

The Group has applied the amendments for the first time in the current year.

The 2020 Amendments provide clarification and additional guidance on the assessment of right to defer settlement for at least twelve months from reporting date for classification of liabilities as current or non-current, which:

specify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. Specifically, the classification should not be affected by management intentions or expectations to settle the liability within 12 months.
clarify that the settlement of a liability can be a transfer of cash, goods or services, or the entity's own equity instruments to the counterparty. If a liability has terms that could, at the option of the counterparty, result in its settlement by the transfer of the entity's own equity instruments, these terms do not affect its classification as current or non-current only if the entity recognises the option separately as an equity instrument applying HKAS 32 Financial Instruments: Presentation.

For rights to defer settlement for at least twelve months from reporting date which are conditional on the compliance with covenants, the 2022 Amendments specifically clarify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity's right to defer settlement of a liability for at least twelve months after the reporting date, even if compliance with the covenant is assessed only after the reporting date. The 2022 Amendments also specify that covenants with which an entity must comply after the reporting date (i.e. future covenants) do not affect the classification of a liability as current or non-current at the reporting date. However, if the entity's right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants, the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

In accordance with the transition provision, the Group has applied the new accounting policy to the classification of liabilities as current or non-current retrospectively. The following is the impact of the application of the amendments:

Borrowings which are subject to meeting certain conditions/covenants within 12 months from reporting date

The Group's right to defer settlement for borrowings of RMB1,459,425,000 and RMB1,101,960,000 as at 1 January and 31 December 2023, respectively are subject to compliance with certain financial ratios only after the reporting period. Upon the application of the 2022 Amendments, such borrowings are still classified as non-current as the covenants which the Group is required to comply with only after the reporting period do not affect whether that right exists at the end of the reporting date.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

2. APPLICATION OF NEW AND AMENDMENTS TO HONG KONG FINANCIAL REPORTING STANDARDS ("HKFRSs") (CONTINUED)

Amendments to HKFRSs that are mandatorily effective for the current year (Continued)

2.1 Impacts on application of Amendments to HKAS 1 Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5 (2020) (the “2020 Amendments”) and Amendments to HKAS 1 Non-current Liabilities with Covenants (the “2022 Amendments”) (Continued)

Borrowings which are subject to meeting certain conditions/covenants within 12 months from reporting date (Continued)

Except as described above, the application of the 2020 and 2022 Amendments has no other material impact on the classification of the Group's other liabilities. The change in accounting policy does not have impact to the Group's profit or loss or earnings per share for the current and prior years presented.

New and amendments to HKFRSs in issue but not yet effect

The Group has not early applied the following new and amendments to HKFRSs that have been issued but are not yet effective:

Amendments to HKFRS 9 and HKFRS 7
Amendments to the Classification and Measurement of Financial Instruments³

Amendments to HKFRS 10 and HKAS 28
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture¹

Amendments to HKFRS Accounting Standards
Annual Improvements to HKFRS Accounting Standards — Volume 11³

Amendments to HKAS 21
Lack of Exchangeability²

HKFRS 18
Presentation and Disclosure in Financial Statements⁴

Effective for annual periods beginning on or after a date to be determined.
Effective for annual periods beginning on or after 1 January 2025.
Effective for annual periods beginning on or after 1 January 2026.
Effective for annual periods beginning on or after 1 January 2027.

Except for the new HKFRS mentioned below, the Directors of the Company anticipate that the application of all other new and amendments to HKFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

HKFRS 18 Presentation and Disclosure in Financial Statements

HKFRS 18 Presentation and Disclosure in Financial Statements, which sets out requirements on presentation and disclosures in financial statements, will replace HKAS 1 Presentation of Financial Statements. This new HKFRS Accounting Standard, while carrying forward many of the requirements in HKAS 1, introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements. In addition, some HKAS 1 paragraphs have been moved to HKAS 8 and HKFRS 7. Minor amendments to HKAS 7 Statement of Cash Flows and HKAS 33 Earnings per Share are also made.

HKFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after 1 January 2027, with early application permitted. The application of the new standard is expected to affect the presentation of the statement of profit or loss and disclosures in the future financial statements. The Group is in the process of assessing the detailed impact of HKFRS 18 on the Group's consolidated financial statements.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION

3.1 Basis of preparation of consolidated financial statements

The consolidated financial statements have been prepared in accordance with HKFRSs issued by the HKICPA. For the purpose of preparation of the consolidated financial statements, information is considered material if such information is reasonably expected to influence decisions made by primary users. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and by the Hong Kong Companies Ordinance.

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values at the end of the reporting period, as explained in the accounting policies set out below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of HKFRS 2 Share-based Payment, leasing transactions that are accounted for in accordance with HKFRS 16 Lease and measurements that have some similarities to fair value but are not fair value, such as net realisable value in HKAS 2 Inventories or value in use in HKAS 36 Impairment of Assets.

For financial instruments which are transacted at fair value and a valuation technique that unobservable inputs are to be used to measure fair value in subsequent periods, the valuation technique is calibrated so that at initial recognition the results of the valuation technique equals the transaction price.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Group has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Group's voting rights in an investee are sufficient to give it power, including:

the size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Group, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Basis of consolidation (Continued)

Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests in subsidiaries are presented separately from the Group's equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.

Changes in the Group's interests in existing subsidiaries

Changes in the Group's interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's relevant components of equity and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries, including re-attribution of relevant reserves between the Group and the non-controlling interests according to the Group's and the non-controlling interests' proportionate interests.

Any difference between the amount by which the non-controlling interests are adjusted, and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and non-controlling interests (if any) are derecognised. A gain or loss is recognised in the profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the carrying amount of the assets (including goodwill), and liabilities of the subsidiary attributable to the owners of the Company. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable HKFRSs). The fair value of any investment retained in the former subsidiary at the date when the control is lost is regarded as the fair value on initial recognition for subsequent accounting under HKFRS 9 Financial Instruments ("HKFRS 9") or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Business combinations or asset acquisitions

Optional concentration test

The Group can elect to apply an optional concentration test, on a transaction-by-transaction basis, that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The gross assets under assessment exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is met, the set of activities and assets is determined not to be a business and no further assessment is needed.

Asset acquisitions

When the Group acquires a group of assets that do not constitute a business, the Group identifies and recognises the individual identifiable assets acquired and liabilities assumed by allocating the purchase price first to financial assets/financial liabilities at the respective fair values, the remaining balance of the purchase price is then allocated to the other identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction does not give rise to goodwill or bargain purchase gain.

Business combinations

A business is an integrated set of activities and assets which includes an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired processes are considered substantive if they are critical to the ability to continue producing outputs, including an organised workforce with the necessary skills, knowledge, or experience to perform the related processes or they significantly contribute to the ability to continue producing outputs and are considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred.

The identifiable assets acquired and liabilities assumed must meet the definitions of an asset and a liability in the Conceptual Framework for Financial Reporting (the "Conceptual Framework") except for transactions and events within the scope of HKAS 37 or HK(IFRIC)-Int 21, in which the Group applies HKAS 37 or HK(IFRIC)-Int 21 instead of the Conceptual Framework to identify the liabilities it has assumed in a business combination. Contingent assets are not recognised.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Business combinations or asset acquisitions (Continued)

Business combinations (Continued)

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with HKAS 12 Income Taxes and HKAS 19 Employee Benefits respectively;
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with HKFRS 2 Share-based Payment at the acquisition date (see the accounting policy below);
assets (or disposal groups) that are classified as held for sale in accordance with HKFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard; and
lease liabilities are recognised and measured at the present value of the remaining lease payments (as defined in HKFRS 16) as if the acquired leases were new leases at the acquisition date, except for leases for which (a) the lease term ends within 12 months of the acquisition date; or (b) the underlying asset is of low value. Right-of-use assets are recognised and measured at the same amount as the relevant lease liabilities, adjusted to reflect favourable or unfavourable terms of the lease when compared with market terms.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net amount of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed as at acquisition date. If, after re-assessment, the net amount of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the relevant subsidiary's net assets in the event of liquidation are initially measured at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets.

When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control), and the resulting gain or loss, if any, is recognised in profit or loss or other comprehensive income, as appropriate. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income and measured under HKFRS 9 would be accounted for on the same basis as would be required if the Group had disposed directly of the previously held equity interest.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see the accounting policy above) less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination, which represent the lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating segment.

A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired. For goodwill arising on an acquisition in a reporting period, the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment before the end of that reporting period. If the recoverable amount is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of cash-generating units).

On disposal of the relevant cash-generating unit or any of the cash-generating unit within the group of cash-generating units, the attributable amount of goodwill is included in the determination of the amount of profit or loss on disposal. When the Group disposes of an operation within the cash-generating unit (or a cash-generating unit within a group of cash-generating units), the amount of goodwill disposed of is measured on the basis of the relative values of the operation (or the cash-generating unit) disposed of and the portion of the cash-generating unit (or the group of cash-generating units) retained.

The Group’s policy for goodwill arising on the acquisition of associates and joint ventures is described below.

Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Investments in associates and joint ventures (Continued)

The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting. The financial statements of associates and joint ventures used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. Changes in net assets of the associate/joint venture other than profit or loss and other comprehensive income are not accounted for unless such changes resulted in changes in ownership interest held by the Group. When the Group's share of losses of an associate or joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interest that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The Group assesses whether there is an objective evidence that the interest in an associate or a joint venture may be impaired. When any objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with HKAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with HKAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in the investee with a resulting gain or loss being recognised in profit or loss. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset within the scope of HKFRS 9, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition. The difference between the carrying amount of the associate or joint venture and the fair value of any retained interest and any proceeds from disposing of the relevant interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon disposal/partial disposal of the relevant associate or joint venture.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Investments in associates and joint ventures (Continued)

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

Changes in the Group's interests in associates and joint ventures

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

Acquisition of additional interests in a joint venture

When the Group increases its ownership interest in a joint venture but the Group continues to use the equity method, goodwill is recognised at acquisition date if there is excess of the consideration paid over the share of carrying amount of net assets attributable to the additional interests in associates or joint ventures acquired. Any excess of share of carrying amount of net assets attributable to the additional interests in associates or joint ventures acquired over the consideration paid is recognised in the profit or loss in the period in which the additional interest are acquired.

Revenue from contracts with customers

Information about the Group's accounting policies relating to contracts with customers is provided in Notes 5, 24, 25 and 30.

Leases

The Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

The Group as a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Group applies practical expedient not to separate non-lease components from lease component, and instead account for the lease component and any associated non-lease components as a single lease component.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Leases (Continued)

The Group as a lessee (Continued)

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to leases of buildings, motor vehicles, equipment and machinery that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis or another systematic basis over the lease term.

Right-of-use assets

The cost of right-of-use assets includes:

the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date, less any lease incentives received;
any initial direct costs incurred by the Group; and
an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.

Refundable rental deposits

Refundable rental deposits paid are accounted under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Leases (Continued)

The Group as a lessee (Continued)

Lease liabilities

At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable.

Variable lease payments that do not depend on an index or a rate are not included in the measurement of lease liabilities and right-of-use assets, and are recognised as expense in the period in which the event or condition that triggers the payment occurs.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.

Changes in the basis for determining the future lease payments as a result of interest rate benchmark reform

For changes in the basis for determining the future lease payments as a result of interest rate benchmark reform, the Group applies the practical expedient to remeasure the lease liabilities by discounting the revised lease payments using the unchanged discount rate and makes a corresponding adjustment to the related right-of-use assets. A lease modification is required by interest rate benchmark reform if, and only if, both of these conditions are met:

the modification is necessary as a direct consequence of interest rate benchmark reform; and
the new basis for determining the lease payments is economically equivalent to the previous basis (i.e. the basis immediately preceding the modification).

The Group as a lessor

Classification and measurement of leases

Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. All of the Group's leases during the year and prior year are classified as operating leases.

Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and such costs are recognised as an expense on a straight-line basis over the lease term.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Leases (Continued)

The Group as a lessor (Continued)

Allocation of consideration to components of a contract

When a contract includes both leases and non-lease components, the Group applies HKFRS 15 to allocate consideration in a contract to lease and non-lease components. Non-lease components are separated from lease components on the basis of their relative stand-alone selling prices.

Refundable rental deposits

Refundable rental deposits received are accounted for under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments from lessees.

Lease modifications

Changes in considerations of lease contracts that were not part of the original terms and conditions are accounted for as lease modifications, including lease incentives provided through forgiveness or reduction of rentals.

The Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognised at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. When a fair value gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is also recognised in profit or loss. When a fair value gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is also recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised in profit or loss in the period in which they arise.

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into the presentation currency of the Group (i.e. RMB) using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during the period, in which case the exchange rates prevailing at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity under the heading of exchange reserve (attributed to non-controlling interests as appropriate).

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Foreign currencies (Continued)

Goodwill and fair value adjustments to identifiable assets acquired arising on an acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale.

Any specific borrowing that remains outstanding after the related asset is ready for its intended use or sale is included in the general borrowing pool for calculation of capitalisation rate on general borrowings. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognised as a deduction from the carrying amount of the relevant asset in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Government grants relating to compensation of expenses are deducted from the related expenses, other government grants are presented under "other income".

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

Taxation

Income tax expense represents the sum of current and deferred income tax expense.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from 'profit before tax' because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Taxation (Continued)

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and at the time of the transaction does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For the purposes of measuring deferred tax for leasing transactions in which the Group recognises the right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.

For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies HKAS 12 requirements to the lease liabilities, and the related assets separately. The Group recognises a deferred tax asset related to lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised and a deferred tax liability for all taxable temporary differences.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Taxation (Continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority on either:

(a) the same taxable entity; or
(b) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income, in which case, the current and deferred tax are also recognised in other comprehensive income. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

In assessing any uncertainty over income tax treatments, the Group considers whether it is probable that the relevant tax authority will accept the uncertain tax treatment used, or proposed to be used by individual group entities in their income tax filings. If it is probable, the current and deferred taxes are determined consistently with the tax treatment in the income tax filings. If it is not probable that the relevant taxation authority will accept an uncertain tax treatment, the effect of each uncertainty is reflected by using either the most likely amount or the expected value.

Employee benefits

Retirement benefit costs

Payments to defined contribution retirement benefit plans and state-managed retirement benefit schemes are recognised as an expense when employees have rendered service entitling them to the contributions.

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. In determining the present value of the Group's defined benefit obligations and the related current service cost and, where applicable, past service cost, the Group attributes benefit to periods of service under the plan's benefit formula. However, if an employee's service in later years will lead to a materially higher level of benefit than earlier years, the Group attributes the benefit on a straight-line basis from:

(a) the date when service by the employee first leads to benefits under the plan (whether or not the benefits are conditional on further service) until
(b) the date when further service by the employee will lead to no material amount of further benefits under the plan, other than from further salary increases.

Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the consolidated statement of financial position with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Employee benefits (Continued)

Retirement benefit costs (Continued)

Past service cost is recognised in profit or loss in the period of a plan amendment or curtailment and a gain or loss on settlement is recognised when settlement occurs. When determining past service cost, or a gain or loss on settlement, an entity shall remeasure the net defined benefit liability or asset using the current fair value of plan assets and current actuarial assumptions, reflecting the benefits offered under the plan and the plan assets before and after the plan amendment, curtailment or settlement, without considering the effect of asset ceiling (i.e. the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan).

Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. However, if the Group remeasures the net defined benefit liability or asset before plan amendment, curtailment or settlement, the Group determines net interest for the remainder of the annual reporting period after the plan amendment, curtailment or settlement using the benefits offered under the plan and the plan assets after the plan amendment, curtailment or settlement and the discount rate used to remeasure such net defined benefit liability or asset, taking into account any changes in the net defined benefit liability or asset during the period resulting from contributions or benefit payments.

Defined benefit costs are categorised as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
net interest expense or income; and
remeasurement.

The retirement benefit obligation recognised in the consolidated statement of financial position represents the actual deficit or surplus in the Group's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

Discretionary contributions made by employees reduce service cost upon payment of these contributions to the plan.

When the formal terms of the plan specify that there will be contributions from employees, the accounting depends on whether the contributions are linked to service, as follows:

If the contributions are not linked to services (e.g. contributions are required to reduce a deficit arising from losses on plan assets or from actuarial losses), they are reflected in the remeasurement of the net defined benefit liability or asset.
If contributions are linked to services, they reduce service costs. For the amount of contribution that is dependent on the number of years of service, the entity reduces service cost by attributing the contributions to periods of service using the attribution method required by HKAS 19 paragraph 70 for the gross benefits. For the amount of contribution that is independent of the number of years of service, the Group reduces service cost in the period in which the related service is rendered.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Employee benefits (Continued)

Termination benefits

A liability for a termination benefit is recognised at the earlier of when the Group entity can no longer withdraw the offer of the termination benefit and when it recognises any related restructuring costs.

Short-term employee benefits

Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to be paid as and when employees render the services. All short-term employee benefits are recognised as an expense unless another HKFRS requires or permits the inclusion of the benefit in the cost of an asset.

A liability is recognised for benefits accruing to employees (such as wages and salaries and annual leave) after deducting any amount already paid.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date. Any changes in the liabilities' carrying amounts resulting from service cost, interest and remeasurements are recognised in profit or loss except to the extent that another HKFRS requires or permits their inclusion in the cost of an asset.

Share-based payments

Equity-settled share-based payment transactions

Shares/Share options granted to employees

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity (share-based payments reserve). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve.

When share options are exercised, the amount previously recognised in share-based payments reserve will be transferred to share capital and share premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognised in share-based payments reserve will be transferred to other reserve.

When shares granted are vested, the amount previously recognised in share-based payments reserve will be transferred to share premium.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Shares/Share options granted to non-employees

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. The fair values of the goods or services received are recognised as expenses (unless the goods or services qualify for recognition as assets).

Property, plant and equipment

Property, plant and equipment including buildings held for use in the production or supply of goods or services, or for administrative purposes (other than construction in progress and freehold land). Property, plant and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.

Freehold lands are not depreciated and are measured at cost less subsequent accumulated impairment losses.

Buildings in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including costs of testing whether the related assets are functioning properly and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Sale proceeds of items that are produced while bringing an item of property, plant and equipment to the location and condition necessary for it to be capable of operating in the manner intended by management (such as samples produced when testing whether the asset is functioning properly), and the related costs of producing those items are recognised in the profit or loss. The cost of those items are measured in accordance with the measurement requirements of HKAS 2. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

When the Group makes payments for ownership interests of properties which includes both leasehold land and building elements, the entire consideration is allocated between the leasehold land and the building elements in proportion to the relative fair values at initial recognition. To the extent the allocation of the relevant payments can be made reliably, interest in leasehold land is presented as "right-of-use assets" in the consolidated statement of financial position. When the consideration cannot be allocated reliably between non-lease building element and undivided interest in the underlying leasehold land, the entire properties are classified as property, plant and equipment.

Depreciation is recognised so as to write off the cost of assets other than freehold land and properties under construction less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including properties under construction for such purposes). Investment properties include land held for undetermined future use, which is regarded as held for capital appreciation purpose.

Investment properties also include leased properties which are being recognised as right-of-use assets and subleased by the Group under operating leases.

Investment properties are initially measured at cost, including any directly attributable expenditure. Subsequent to initial recognition, investment properties are stated at cost less subsequent accumulated depreciation and any accumulated impairment losses. Depreciation is recognised so as to write off the cost of investment properties over their estimated useful lives and after taking into account of their estimated residual value, using the straight-line method.

Construction costs incurred for investment properties under construction are capitalised as part of the carrying amount of the investment properties under construction.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. A leased property which is recognised as a right-of-use asset is derecognised if the Group as intermediate lessor classifies the sublease as a finance lease. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the property is derecognised.

Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Internally-generated intangible assets — research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Intangible assets (Continued)

Internally-generated intangible assets — research and development expenditure (Continued)

An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at costs less accumulated amortisation and any accumulated impairment losses on the same basis as intangible assets that are acquired separately.

Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Impairment losses on property, plant and equipment, right-of-use assets, contract costs and intangible assets other than goodwill

At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets, intangible assets with finite useful lives and contract costs to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

The recoverable amount of property, plant and equipment, right-of-use assets and intangible assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.

Before the Group recognises an impairment loss for assets capitalised as contract costs under HKFRS 15 Revenue from Contracts with Customers, the Group assesses and recognises any impairment loss on other assets related to the relevant contracts in accordance with applicable standards. Then, impairment loss, if any, for assets capitalised as contract costs is recognised to the extent the carrying amounts exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services that have not been recognised as expenses. The assets capitalised as contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro-rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognised immediately in profit or loss.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Impairment losses on property, plant and equipment, right-of-use assets, contract costs and intangible assets other than goodwill (Continued)

Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Cash and cash equivalents

Cash and cash equivalents presented on the consolidated statement of financial position include:

(a) cash, which comprises of cash on hand and demand deposits, excluding bank balances that are subject to regulatory restrictions that result in such balances no longer meeting the definition of cash; and

(b) cash equivalents, which comprises of short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a weighted average method. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Costs necessary to make the sale include incremental costs directly attributable to the sale and non-incremental costs which the Group must incur to make the sale.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Contingent liabilities

A contingent liability is a present obligation arising from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Where the Group is jointly and severally liable for an obligation, the part of the obligation that is expected to be met by other parties is treated as a contingent liability and it is not recognised in the consolidated financial statements.

The Group assesses continually to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the consolidated financial statements in the reporting period in which the change in probability occurs, except in the extremely rare circumstances where no reliable estimate can be made.

Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instruments. All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with HKFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liabilities and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets

Classification and subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

the financial asset is held within a business model whose objective is to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are subsequently measured at FVTOCI:

the financial asset is held within a business model whose objective is achieved by both selling and collecting contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All other financial assets are subsequently measured at FVTPL, except that at initial recognition of a financial asset the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity investment is neither held for trading nor contingent consideration recognised by an acquirer in a business combination to which HKFRS 3 Business Combinations applies.

A financial asset is held for trading if:

it has been acquired principally for the purpose of selling in the near term; or
on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
it is a derivative that is not designated and effective as a hedging instrument.

(i) Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost and debt instruments receivables subsequently measured at FVTOCI. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit-impaired.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Classification and subsequent measurement of financial assets (Continued)

(ii) Debt instruments classified as at FVTOCI

Subsequent changes in the carrying amounts for debt instruments classified as at FVTOCI as a result of interest income calculated using the effective interest method are recognised in profit or loss. All other changes in the carrying amount of these debt instruments are recognised in other comprehensive income and accumulated under the heading of FVTOCI reserve. Impairment allowances are recognised in profit or loss with corresponding adjustment to other comprehensive income without reducing the carrying amounts of these debt instruments. When these debt instruments are derecognised, the cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss.

(iii) Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI or designated as FVTOCI are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset and is included in the "other gains and losses" line item.

Impairment of financial assets and other items subject to impairment assessment under HKFRS 9

The Group performs impairment assessment under expected credit loss ("ECL") model on financial assets (including trade and other receivables, loan receivable, time deposits, pledged bank deposits, cash and cash equivalents, debt instruments at FVTOCI and other item (contract assets)) which are subject to impairment assessment under HKFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL ("12m ECL") represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are done based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.

The Group always recognises lifetime ECL for trade receivables, contract assets and lease receivables. The ECL on these debtors with high credit risk are assessed individually and the remaining is assessed using a provision matrix with appropriate groupings.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Impairment of financial assets and other items subject to impairment assessment under HKFRS 9 (Continued)

For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

(i) Significant increase in credit risk

In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;
significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;
an actual or expected significant deterioration in the operating results of the debtor;
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Impairment of financial assets and other items subject to impairment assessment under HKFRS 9 (Continued)

(i) Significant increase in credit risk (Continued)

Despite the foregoing, the Group assumes that the credit risk on a debt instrument has not increased significantly since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit risk if i) it has a low risk of default; ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term; and iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group considers a debt instrument to have low credit risk when it has an internal or external credit rating of 'investment grade' as per globally understood definitions.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

(ii) Definition of default

For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).

Irrespective of the above, the Group considers that default has occurred when a financial asset is more than 90 days past due unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

(a) significant financial difficulty of the issuer or the borrower;
(b) a breach of contract, such as a default or past due event;
(c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider; or
(d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Impairment of financial assets and other items subject to impairment assessment under HKFRS 9 (Continued)

(iv) Write-off policy

The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.

(v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data and forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights. The Group uses a practical expedient in estimation ECL on trade receivables and contract assets. The measurement of ECL on those trade receivables and contract assets with high credit risk are assessed on an individual basis, and the remaining is assessed collectively using a provision matrix taking into consideration historical credit loss experience, adjusted for forward looking information that is available without undue cost or effort.

Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition. For a lease receivable, the cash flows used for determining the ECL is consistent with the cash flows used in measuring the lease receivable in accordance with HKFRS 16.

Lifetime ECL for certain trade receivables, contract assets and lease receivable are considered on a collective basis taking into consideration past due information and relevant credit information such as forward looking macroeconomic information.

For collective assessment, the Group takes into consideration the following characteristics when formulating the grouping:

Past-due status;
Nature, size and industry of debtors; and
External credit ratings where available;

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Impairment of financial assets and other items subject to impairment assessment under HKFRS 9 (Continued)

(v) Measurement and recognition of ECL (Continued)

The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortised cost of the financial asset.

Except for investments in debt instruments that are measured at FVTOCI, the Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of trade receivables, other receivables and contract assets where the corresponding adjustment is recognised through a loss allowance account. For investments in debt instruments that are measured at FVTOCI, the loss allowance is recognised in other comprehensive income and accumulated in the FVTOCI reserve without reducing the carrying amounts of these debt instruments. Such amount represents the changes in the FVTOCI reserve in relation to accumulated loss allowance.

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically:

For financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the 'Other gains and losses' line item (note 9) as part of the net foreign exchange gains/(losses);
For debt instruments measured at FVTOCI that are not part of a designated hedging relationship, exchange differences on the amortised cost of the debt instrument are recognised in profit or loss in the 'Other gains and losses' line item (note 9) as part of the net foreign exchange gains/(losses). As the foreign currency element recognised in profit or loss is the same as if it was measured at amortised cost, the residual foreign currency element based on the translation of the carrying amount (at fair value) is recognised in other comprehensive income in the fair value through other comprehensive income;
For financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the 'Other gains and losses' line item (note 9) as part of the gain/(loss) from changes in fair value of financial assets;

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial assets (Continued)

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and liability for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

On derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss previously accumulated in the FVTOCI reserve is reclassified to profit or loss.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial liabilities and equity (Continued)

Financial liabilities at amortised cost

Financial liabilities including borrowings, other long-term liabilities and trade and other payables are subsequently measured at amortised cost, using the effective interest method.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which HKFRS 3 applies, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is held for trading if:

it has been acquired principally for the purpose of repurchasing it in the near term; or
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

For financial liabilities that are designated as at FVTPL, the amount of changes in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. For financial liabilities that contain embedded derivatives, such as convertible loan note, the changes in fair value of the embedded derivatives are excluded in determining the amount to be presented in other comprehensive income. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained profits/others upon derecognition of the financial liability.

Financial liabilities at amortised cost

Financial liabilities including borrowings, trade payables and others are subsequently measured at amortised cost, using the effective interest method.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'Other gains and losses' line item in profit or loss (note 9) as part of net foreign exchange gains/(losses) for financial liabilities that are not part of a designated hedging relationship.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

3. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

3.2 Material accounting policies information (Continued)

Financial instruments (Continued)

Financial liabilities and equity (Continued)

Foreign exchange gains and losses (Continued)

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is recognised in profit or loss.

Derivative financial instruments

Derivatives are initially recognised at fair value at the date when derivative contracts are entered into and are subsequently remeasured to their fair value at the end of the reporting period. The resulting gain or loss is recognised in profit or loss immediately.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Offsetting a financial asset and a financial liability

A financial asset and a financial liability are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

4. KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that has a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

4. KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)

Provision of ECL for trade receivables and contract assets

The measurement of ECL on those trade receivables and contract assets with high credit risk are assessed on an individual basis, and the remaining is assessed collectively using provision matrix. The provision matrix is based on the Group's historical default rates taking into consideration of forward-looking information that is reasonable and supportable available without undue costs or effort. At every reporting date, the historical observed default rates are reassessed and changes in the forward-looking information are considered.

The provision of ECL is sensitive to changes in estimates. The information about the ECL and the Group's trade receivables are disclosed in notes 42 and 24 respectively.

Useful lives, residual values and impairment of property, plant and equipment

The Directors determine the residual values, useful lives and related depreciation charges for the Group's property, plant and equipment. This estimate is based on the historical experience of the actual residual values and useful lives of property, plant and equipment of similar nature and functions. In addition, the Directors assess impairment whenever events or changes in circumstances and technical innovation of automobile products indicate that the carrying amount of an asset may not be recoverable. As at 31 December 2024, the carrying amount of the Group's property, plant and equipment was RMB15,798,496,000 (net of accumulated impairment loss of RMB67,978,000) (2023: carrying amount of the Group's property, plant and equipment was RMB15,475,982,000 (net of accumulated impairment loss of RMB59,962,000)).

Allowances for inventories

The Directors review the aging of the inventories at the end of the reporting period, and make allowance for obsolete and slow-moving inventory items identified that are no longer suitable for use in production or saleable in the market. The Directors estimate the net realisable value for such items based primarily on the latest invoice prices and current market conditions. The Group carries out an inventory review on a product-by-product basis at the end of the reporting period and makes allowance for obsolete and slow-moving items. As at 31 December 2024, the carrying amount of inventories was RMB4,640,941,000 (net of allowance for inventories of RMB202,169,000) (2023: carrying amount of inventories was RMB3,982,201,000 (net of allowance for inventories of RMB98,423,000)).

Fair value measurements and valuation processes

Some of the Group's assets and liabilities are measured at fair value for financial reporting purposes. A valuation team has been set up, which is headed up by the Chief Financial Officer ("CFO") of the Group, to determine the appropriate valuation techniques and inputs for fair value measurements.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Group determines the appropriate valuation techniques and inputs to estimate the fair value of certain types of financial instruments. Note 42(c) provides detailed information about the valuation techniques, inputs and key assumptions used in the determination of the fair value of various types of financial instruments.

The CFO works closely with the qualified external valuers and internal specialists to establish the appropriate valuation techniques and inputs to the model.

As at 31 December 2024, the fair values of financial assets at FVTPL, debt instruments at FVTOCI, derivative financial assets and derivative financial liabilities were estimated to be RMB1,264,886,000 (2023: RMB29,578,000), RMB314,881,000 (2023: RMB584,837,000), RMB22,421,000 (2023: RMB22,165,000) and RMB34,631,000 (2023: RMB8,038,000), respectively.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

5. REVENUE

(i) Disaggregation of revenue from contracts with customers

	For the year ended 31 December 2024
	Automobile body parts RMB'000	Moulds RMB'000	Total RMB'000
Types of goods or services
Sales of goods	21,494,177	1,652,946	23,147,123
Geographical markets
The PRC	8,591,303	731,854	9,323,157
Other countries	12,902,874	921,092	13,823,966
Total	21,494,177	1,652,946	23,147,123

Since the year ended 31 December 2024, information about the Company's revenue was presented on the ultimate geographical delivery destinations of the customers, whilst in prior years such information was presented on the geographical locations of the Company's customers. Meanwhile, corresponding comparative figures have been updated to conform to the current year presentation.

	For the year ended 31 December 2023
	Automobile body parts RMB'000	Moulds RMB'000	Total RMB'000
Types of goods or services
Sales of goods	19,151,489	1,372,185	20,523,674
Geographical markets
The PRC	8,345,964	858,162	9,204,126
Other countries	10,805,525	514,023	11,319,548
Total	19,151,489	1,372,185	20,523,674

All the revenue of the Group has been recognised at a point in time.

(ii) Performance obligations for contracts with customers

Sales of automobile body parts

The Group sells automobile body parts directly to customers in accordance with the orders from and framework contracts entered with the customers. Revenue is recognised when control of the products has transferred to the customer, being at the point the goods are delivered to the customer. Delivery occurs when the products have been accepted by the customer. The normal credit term is 60 to 90 days effective from the invoice date. When the customer pay in advance for the orders, the transaction price received by the Group is recognised as a contract liability until the goods have been delivered to the customer.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

5. REVENUE (CONTINUED)

(ii) Performance obligations for contracts with customers (Continued)

Development of moulds

The Group develops moulds for customers in accordance with the requirements specified in the relevant contract entered with the customers. Revenue is recognised when the development of moulds is completed and accepted by the customer. Acceptance occurs when the moulds have been verified and confirmed by the customer. For those the consideration for the development of moulds are paid separately, the normal credit term is 60 to 90 days effective from the invoice date. When the customer pay in advance for the orders, the transaction price received by the Group is recognised as a contract liability until the revenue in respect of moulds have been recognised.

Where a contract contains both development of moulds and sales of the relevant automobile body parts, the mould development is considered as a separate performance obligation other than the delivery of automobile body parts. Revenue is recognised when the development of moulds is completed and accepted by the customer. Transaction price is allocated between sales of automobile body parts and the development of moulds on a stand-alone selling price basis. The transaction price allocated to the development of moulds is recognised as contract assets at the time of revenue recognised and until the right to consideration becoming unconditional (i.e. over the period of delivery of relevant automobile body parts).

(iii) Transaction price allocated to the remaining performance obligation for contracts with customers

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) of development of moulds as at the end of the reporting period and the expected timing of recognising revenue are as follows:

| | 2024
Moulds
RMB'000 | 2023
Moulds
RMB'000 |
| --- | --- | --- |
| Within one year | 2,794,877 | 2,957,572 |
| More than one year but not more than two years | 1,226,939 | 1,188,989 |
| More than two years | 264,733 | 90,050 |
| | 4,286,549 | 4,236,611 |

All automobile body parts are delivered within period less than one year. As permitted under HKFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. SEGMENT INFORMATION

Information reported to the executive Directors of the Company, being the chief operating decision makers ("CODM"), for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided.

No operating segments have been aggregated in arriving at the reportable segments of the Group.

Segment revenue and results

The following is an analysis of the Group's revenue and results by reportable and operating segments.

FOR THE YEAR ENDED 31 DECEMBER 2024

	Plastic RMB 000	Metal & Trim RMB 000	Battery-housing RMB 000	Aluminium RMB 000	Others RMB 000	Elimination RMB 000	Consolidated RMB 000
Revenue	5,865,183	5,488,146	5,337,514	4,917,171	2,921,190	(1,382,081)	23,147,123
Segment profit	1,472,124	1,525,553	1,143,917	1,638,561	922,805	(4,890)	6,698,070
Investment income							325,291
Other unallocated income, gains and losses							435,941
Unallocated expenses							(4,135,453)
Interest expenses							(521,020)
Share of results of joint ventures							37,716
Share of results of associates							(33,606)
Profit before tax							2,806,939
Income tax expense							(431,179)
Profit for the year							2,375,760

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. SEGMENT INFORMATION (CONTINUED)

Segment revenue and results (Continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

	Plastic RMB'000	Metal & Trim RMB'000	Battery-housing RMB'000	Aluminium RMB'000	Others RMB'000	Elimination RMB'000	Consolidated RMB'000
Revenue	5,625,554	5,463,692	3,536,029	4,328,137	2,389,869	(819,607)	20,523,674
Segment profit	1,351,232	1,447,438	685,282	1,624,719	519,073	(5,753)	5,621,991
Investment income							356,131
Other unallocated income, gains and losses							475,326
Unallocated expenses							(3,638,022)
Interest expenses							(515,499)
Share of results of joint ventures							37,930
Share of results of associates							(22,382)
Profit before tax							2,315,475
Income tax expense							(351,482)
Profit for the year							1,963,993

The accounting policies of the reportable and operating segments are the same as the Group's accounting policies described in note 3. Segment profit represents the gross profit earned by each segment without allocation of investment income, other income, impairment losses under expected credit loss model (net of reversal), other gains and losses, distribution and selling expenses, administrative expenses, research expenditure, interest expenses and share of results of associates and joint ventures. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment.

The CODM makes decisions according to operating results of each segment. No analysis of segment asset and segment liability is presented as the CODM does not regularly review such information for the purposes of resource allocation and performance assessment. Therefore, only segment revenue and segment results are presented.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

6. SEGMENT INFORMATION (CONTINUED)

Geographical information

The Group's operations are located in the PRC, the United States of America (the "USA"), Japan, Thailand, Germany, Serbia, Mexico, the United Kingdom, Republic of Korea, France, Czech, Canada and Poland.

Information about the Group's revenue is presented based on ultimate geographical delivery destinations of the Group's customers.

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| The PRC | 9,323,157 | 9,204,126 |
| Other countries | 13,823,966 | 11,319,548 |
| | 23,147,123 | 20,523,674 |

Information about the Group's non-current assets is presented based on the geographical locations of the assets.

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| The PRC | 10,522,105 | 11,144,498 |
| Other countries | 8,442,220 | 8,001,895 |
| | 18,964,325 | 19,146,393 |

Note: Non-current assets excluded deferred tax assets, plan assets, time deposits, derivative financial assets and financial assets at FVTPL.

Information about major customer

No single customer contributed 10% or more to the Group's revenue for both 2024 and 2023.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

7. INVESTMENT INCOME

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Interest on bank deposits | 324,068 | 355,537 |
| Interest on loan receivables | 1,223 | 594 |
| Total | 325,291 | 356,131 |

8. OTHER INCOME

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Government grants (note i) | 297,602 | 281,249 |
| Service and consultation income (note ii) | 34,310 | 27,972 |
| Sales of scrap and raw materials (note iii) | 34,345 | 47,729 |
| Rental income, net of outgoings | 17,201 | 27,401 |
| Indemnity income | 64,567 | 20,809 |
| Others | 11,486 | 9,411 |
| Total | 459,511 | 414,571 |

Notes:
(i) The amounts represent the various subsidies granted by the PRC local government authorities to group entities as incentives for their good performance in quality control or environmental protection, or involvement in the hi-tech know-how industry and product development activities. The government grants were unconditional and had been approved by the PRC local government authorities.
(ii) The Group provides certain maintenance, repairing and technical consultation services to customers, which are recognised as a performance obligation satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Group's performance as the Group performs. As a practical expedient, the Group has not disclosed the information of unsatisfied performance obligation since the performance obligation has an original expected duration of one year or less. The amounts shown in note 8 for the year have been offset by the relevant costs for service and consultation income of RMB27,383,000 (2023: RMB21,283,000).
(iii) Revenue for sales of scrap and raw materials is recognised when control of the materials has been transferred to the buyer, being at the point the goods are delivered to the buyer. As a practical expedient, the Group has not disclosed the information of unsatisfied performance obligation since the performance obligation has an original expected duration of one year or less. The amounts shown in note 8 for the year have been offset by the relevant costs for sales of scrap and raw materials of RMB453,546,000 (2023: RMB418,068,000).

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

9. OTHER GAINS AND LOSSES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Net foreign exchange gains | 31,355 | 7,817 |
| Gains on fair value changes of derivative financial instruments | 15,152 | 44,848 |
| Loss on fair value changes of other financial assets at FVTPL | (27,909) | — |
| Gain on disposal of other financial assets at FVTPL (note 26(ii)) | 6,344 | — |
| Impairment loss for property, plant and equipment (note 15(ii)) | (12,291) | (4,603) |
| (Losses)gains on disposal of property, plant and equipment and other intangible assets | (24,509) | 16,464 |
| Gain on termination of a lease arrangement (note) | — | 12,947 |
| Reversal on over-provision of Mexico customs dispute | — | 16,162 |
| Others | 4,657 | (10,597) |
| Total | (7,201) | 83,038 |

Note:
During the prior year, the Group, as a lessor, entered into a termination agreement with a third party in respect of a long-term operating lease arrangement with rental consideration of RMB15,712,000 which has been settled in full. For the year ended 31 December 2023, termination compensation amounting to RMB12,947,000 has been received by the Group.

10. INCOME TAX EXPENSE

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current tax: | | |
| PRC Enterprise Income Tax | 395,722 | 367,845 |
| Other jurisdictions | 133,196 | 101,929 |
| | 528,918 | 469,774 |
| Over provision in prior years: | | |
| PRC Enterprise Income Tax | (7,320) | (10,569) |
| Deferred tax: | | |
| Current year credit (note 22) | (90,419) | (107,723) |
| | 431,179 | 351,482 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

10. INCOME TAX EXPENSE (CONTINUED)

No provision for taxation in Hong Kong has been made as the Group's income neither arises in, nor is derived from Hong Kong.

Under the Law of the Macau Corporate Income Tax (the "MCIT Law"), the tax rate of Minth International Macau Commercial Offshore Limited ("Minth Macau") is 12%.

Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25%.

Under the Law of the Mexican Corporate Income Tax (the "CIT Law"), the tax rate of the Mexico subsidiaries is 30%.

Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

According to the EIT Law of the PRC, which issued in the year 2007, and the Caishui [2011] No. 58 ("Circular 58"), certain of the group entities located in the PRC were entitled to the following tax concession:

i) Those entities which are located in specific provinces of western China and engaged in specific encouraged industries would enjoy a preferential tax rate of 15% under the EIT Law until 31 December 2030.

ii) Those entities which are qualified as Hi-New Tech Enterprises would enjoy a preferential tax rate of 15% under EIT Law during the current and prior year and subject to every 3-year renewal.

Under the relevant tax law and implementation regulations of the PRC, withholding income tax is applicable to interest and dividends payable to investors that are "non-tax resident enterprises", which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such interest or dividends have their sources within the PRC. Under such circumstances, dividends distributed from the PRC subsidiaries to offshore group entities in respect of the undistributed profits attributable to the Group as earned by the Group's PRC subsidiaries from 1 January 2008 onwards shall be subject to the withholding tax at 10% or a lower treaty rate. Under the relevant tax treaty, the withholding tax rate on distributions to Hong Kong resident companies is 5%. Therefore, withholding tax has been provided for based on the anticipated dividends to be distributed by the PRC entities.

The Group has applied the temporary exception issued by the HKICPA in July 2023 from the accounting requirements for deferred taxes in HKAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes.

The Organization for Economic Co-operation and Development ("OECD") published Pillar Two model rules in December 2021, with the effect that a jurisdiction may enact domestic tax laws ("Pillar Two legislation") to implement the Pillar Two model rules on a globally agreed common approach. Pillar Two legislation applies to a member of a multinational group within the scope of the Pillar Two model rules, which the Group is reasonably expected to fall into. It imposes a top-up tax on profits arising in a jurisdiction whenever the effective tax rate determined by the Pillar Two model rules on a jurisdictional basis is below a minimum rate of 15%.

The Group is operating in certain jurisdictions where the Pillar Two Rules is effective/enacted but not effective. The Group has reviewed its corporate structure in light of the introduction of Pillar Two model rules in various jurisdictions. While such new rules introduce complexity into the Group's calculation of income tax expense, Pillar Two does not have a material impact to the Group's tax expense in 2024. Due to the novelty and complexity of Pillar Two, the Group continues to monitor for advancements and further guidance on Pillar Two rules, considering impacts of such developments on its tax expense.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

10. INCOME TAX EXPENSE (CONTINUED)

The tax expense for the year can be reconciled to the profit before tax per the consolidated statement of profit or loss and other comprehensive income as follows:

	2024		2023
	RMB'000	%	RMB'000	%
Profit before tax	2,806,939		2,315,475
Tax at the applicable income tax rate of 25% (2023: 25%) (note)	701,735	25.0	578,868	25.0
Tax effect of share of results of associates and joint ventures	(1,028)	—	(3,887)	(0.2)
Tax effect of expenses not deductible for tax purpose	21,627	0.8	25,719	1.1
Tax effect of tax losses not recognised	71,049	2.5	58,309	2.5
Tax effect of deductible temporary differences not recognised	2,519	0.1	3,393	0.1
Utilisation of deductible temporary differences previously not recognised	(13,383)	(0.5)	(10,270)	(0.4)
Tax effect of utilisation of tax losses previously not recognised as deferred tax assets	(58,910)	(2.1)	(99,806)	(4.3)
Effect of tax concessions granted to the PRC subsidiaries	(248,037)	(8.8)	(190,757)	(8.2)
Withholding tax provision on the profits of the PRC subsidiaries	53,619	1.9	68,193	2.9
Tax effect of different tax rates of subsidiaries	34,264	1.2	33,320	1.4
Super deduction for research and development expenses	(124,956)	(4.5)	(101,031)	(4.4)
Over provision in respect of prior years	(7,320)	(0.3)	(10,569)	(0.5)
Tax expense and effective tax rate for the year	431,179	15.4	351,482	15.2

Note:
The domestic tax rate (which is the PRC Enterprise Income Tax Rate) in the jurisdiction where the operation of the Group is substantially based in used.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

11. PROFIT FOR THE YEAR

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Profit for the year has been arrived at after charging (crediting): | | |
| Directors' remuneration (note 12) | 6,985 | 4,955 |
| Other staff's salaries and allowances | 4,348,176 | 3,865,713 |
| Other staff's related welfare and benefits | 326,043 | 302,286 |
| Other staff's retirement benefits scheme contributions | 276,928 | 229,476 |
| Other staff's share-based payments | 47,017 | 22,568 |
| Total staff costs | 5,005,149 | 4,424,998 |
| Less: Staff costs included in research expenditure | (997,695) | (963,789) |
| | 4,007,454 | 3,461,209 |
| Remuneration of the Company's auditor | 3,950 | 3,950 |
| Depreciation of property, plant and equipment | 1,452,180 | 1,302,281 |
| Depreciation of right-of-use assets | 45,268 | 46,665 |
| Amortisation of other intangible assets | 46,820 | 44,964 |
| Amortisation of contract costs | 14,593 | 29,792 |
| Total depreciation and amortisation | 1,558,861 | 1,423,702 |
| Less: Depreciation and amortisation included in research expenditure | (39,555) | (37,554) |
| | 1,519,306 | 1,386,148 |
| Cost of inventories recognised | 16,449,053 | 14,901,683 |
| Write-down of inventories | 114,818 | 40,258 |
| Reversal of inventories provision | (288) | (838) |
| Impairment losses recognised on property, plant and equipment
included in other gains and losses | 12,291 | 4,603 |
| Rental income | (26,546) | (38,724) |
| Less: Direct operating expense that generated rental income
during the year | 9,345 | 11,323 |
| Research expenditure recognised as an expense and comprised: | | |
| Staff costs | 997,695 | 963,789 |
| Cost of materials | 330,240 | 294,852 |
| Depreciation and amortisation expenses | 39,555 | 37,554 |
| Other operating costs | 81,954 | 100,427 |
| | 1,449,444 | 1,396,622 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. DIRECTORS' AND CHIEF EXECUTIVE'S AND EMPLOYEES' EMOLUMENTS

(a) Directors' and Chief Executive's emoluments

The emoluments paid or payable to the Directors and the chief executive during the year were as follows:

	Other emoluments
	Fees
RMB'000	Salaries and other benefits
RMB'000	Performance related bonus
RMB'000	Share-based payments
RMB'000	Retirement benefits scheme contributions
RMB'000	Total
RMB'000
2024
Executive directors:
Ms. Wei (note i)	—	—	—	—	—	—
Zhang Yuxia	—	1,767	459	733	9	2,968
Ye Guo Qiang	—	1,010	709	733	9	2,461
	—	2,777	1,168	1,466	18	5,429

The executive directors' emoluments shown above were for their services in connection with the management of the affairs of the Company and the Group.

Note:

(i) During the year ended 31 December 2024, Ms. Wei, waived all of her emoluments.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

12. DIRECTORS' AND CHIEF EXECUTIVE'S AND EMPLOYEES' EMOLUMENTS (CONTINUED)

(a) Directors' and Chief Executive's emoluments (Continued)

	Other emoluments
	Fees RMB'000	Salaries and other benefits RMB'000	Performance related bonus RMB'000	Share-based payments RMB'000	Retirement benefits scheme contributions RMB'000	Total RMB'000
Non-executive directors: Chin Chien Ya	309	—	—	147	9	465
	309	—	—	147	9	465
Independent non-executive directors: Wang Ching	157	—	—	73	—	230
Chen Quan Shi (note i)	62	—	—	—	—	62
Mok Kwai Pui Bill	219	—	—	73	—	292
Tatsunobu Sako	179	—	—	73	—	252
Meng Li Qiu	182	—	—	73	—	255
	799	—	—	292	—	1,091

The non-executive director and independent non-executive directors' emoluments shown above were for their services as Directors. Performance related bonus is determined based on their duties and responsibilities of the relevant individuals within the Group and the Group's performance.

Note:

(i) On 31 May 2024, Chen Quan Shi resigned as non-executive director of the Company.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. DIRECTORS' AND CHIEF EXECUTIVE'S AND EMPLOYEES' EMOLUMENTS (CONTINUED)

(a) Directors' and Chief Executive's emoluments (Continued)

	Other emoluments
	Fees RMB'000	Salaries and other benefits RMB'000	Performance related bonus RMB'000	Share-based payments RMB'000	Retirement benefits scheme contributions RMB'000	Total RMB'000
2023
Executive directors:
Ms. Wei (note i)	—	—	—	—	—	—
Zhang Yuxia (note ii)	—	1,763	338	166	7	2,274
Ye Guo Qiang	—	785	296	104	7	1,192
Chin Chien Ya (note ii)	—	476	—	26	36	538
	—	3,024	634	296	50	4,004

The executive directors' emoluments shown above were for their services in connection with the management of the affairs of the Company and the Group.

Notes:

(i) During the year ended 31 December 2023, Ms. Wei, waived all of her emoluments.
(ii) On 31 May 2023, Chin Chien Ya re-designated as non-executive director of the Company. On the same day, Zhang Yuxia was appointed as executive director of the Company instead.

	Other emoluments
	Fees RMB'000	Salaries and other benefits RMB'000	Performance related bonus RMB'000	Share-based payments RMB'000	Retirement benefits scheme contributions RMB'000	Total RMB'000
Non-executive directors: Chin Chien Ya (note i)	182	—	—	36	7	225
	182	—	—	36	7	225
Independent non-executive directors:
Wang Ching	155	—	—	42	—	197
Wu Tak Lung (note ii)	73	—	—	42	—	115
Chen Quan Shi	150	—	—	—	—	150
Mok Kwai Pui Bill (note iii)	129	—	—	—	—	129
Tatsunobu Sako (note iv)	104	—	—	—	—	104
Meng Li Qiu (note v)	31	—	—	—	—	31
	642	—	—	84	—	726

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. DIRECTORS' AND CHIEF EXECUTIVE'S AND EMPLOYEES' EMOLUMENTS (CONTINUED)

(a) Directors' and Chief Executive's emoluments (Continued)

Notes:

(i) On 31 May 2023, Chin Chien Ya was re-designated as non-executive director of the Company.
(ii) On 31 May 2023, Wu Tak Lung retired as independent non-executive director of the Company.
(iii) On 31 May 2023, Mok Kwai Pui Bill was appointed as independent non-executive director of the Company.
(iv) On 31 May 2023, Tatsunobu Sako was appointed as independent non-executive director of the Company.
(v) On 31 October 2023, Meng Li Qiu was appointed as independent non-executive director of the Company.

(b) Employees' emoluments

During the years ended 31 December 2024 and 2023, no emoluments had been paid by the Group to the Directors or the five highest-paid individuals referred to in (b) as an inducement to join or upon joining the Group or as a compensation for loss of office.

During the year ended 31 December 2024, of the five highest-paid individuals, three (2023: three) were directors whose emoluments are set out above. The emoluments of the remaining two (2023: two) highest-paid individuals are as follows:

	Salaries and other benefits RMB'000	Performance related bonus RMB'000	Share-based payments RMB'000	Retirement benefits scheme contributions RMB'000	Total RMB'000
2024	1,815	1,277	513	18	3,623
2023	1,811	899	216	15	2,941

Performance related bonus is determined based on their duties and responsibilities of the relevant individuals within the Group and the Group's performance.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

12. DIRECTORS' AND CHIEF EXECUTIVE'S AND EMPLOYEES' EMOLUMENTS (CONTINUED)

(b) Employees' emoluments (Continued)

Their emoluments, including the Directors, are within the following bands:

| | 2024
No. of
employees | 2023
No. of
employees |
| --- | --- | --- |
| Hong Kong dollars (“HK$”) | | |
| HK$500,001 to HK$1,000,000 | 1 | 1 |
| HK$1,000,001 to HK$1,500,000 | — | 2 |
| HK$1,500,001 to HK$2,000,000 | 1 | — |
| HK$2,000,001 to HK$2,500,000 | 1 | 2 |
| HK$2,500,001 to HK$3,000,000 | 1 | — |
| HK$3,000,001 to HK$3,500,000 | 1 | — |

13. DIVIDENDS

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Dividends recognised as distribution during the year:
2023 Final — Nil (2022 final dividend — HK$0.578 per share) | — | 608,578 |

No final dividend has been paid by the Company for the year ended 31 December 2023 whilst for the year ended 31 December 2022, a final dividend of HK$0.578 per share totalling HK$671,542,000 (equivalent to RMB608,578,000) was approved by the shareholders and subsequently paid to the shareholders of the Company.

A final dividend of HK$0.435 per share totalling HK$500,907,000 (equivalent to RMB463,860,000) for the year ended 31 December 2024 has been proposed by the Board and is subject to approval by the shareholders in the annual general meeting to be held on 30 May 2025.

As of 31 December 2024, there were a total of 10,244,000 shares (either in the Company's own name or are deposited with Central Clearing and Settlement System), which will not receive any final dividend.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

14. EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share attributable to owners of the Company is based on the following data:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Earnings | | |
| Earnings for the purpose of calculating basic earnings per share | 2,319,300 | 1,903,231 |
| Effect of dilutive potential ordinary shares: | | |
| Adjustment to the share of profit of subsidiaries
based on dilution of their earnings per share | (1) | — |
| Earnings for the purpose of diluted earnings per share | 2,319,299 | 1,903,231 |
| | 2024
'000 | 2023
'000 |
| Number of shares | | |
| Weighted average number of ordinary shares for the purpose of
basic earnings per share (note) | 1,148,623 | 1,150,383 |
| Effect of dilutive potential ordinary shares: | | |
| Options | — | — |
| Weighted average number of ordinary shares for the purpose of diluted
earnings per share | 1,148,623 | 1,150,383 |

Note:
The weighted average number of ordinary shares for the purpose of basic earnings per share has been adjusted by the number of unvested ordinary shares held by the trustee for the 2020 Share Award Scheme and the number of shares repurchased as of 31 December 2024.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

For the year ended 31 December 2024

PROPERTY, PLANT AND EQUIPMENT

| | Freehold land
RMB'000 | Buildings
RMB'000 | Furniture and equipment
RMB'000 | Leasehold improvements
RMB'000 | Motor vehicles
RMB'000 | Plant and machinery
RMB'000 | Construction in progress
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| COST | | | | | | | | |
| At 1 January 2023 | 189,752 | 4,676,068 | 874,944 | 101,388 | 39,464 | 10,057,856 | 2,961,242 | 18,900,714 |
| Exchange adjustments | 6,508 | 44,052 | 55,803 | 91 | 169 | 103,858 | 185,783 | 396,264 |
| Additions | 25,332 | 43,472 | 72,487 | 2,058 | 3,842 | 265,284 | 2,861,966 | 3,274,441 |
| Disposals | - | (23,698) | (16,740) | (4,693) | (8,245) | (119,183) | (3,097) | (175,656) |
| Write-off (note ii) | - | (2,255) | (350) | - | - | (27,100) | (258) | (29,963) |
| Reduction of government subsidies related to assets (note i) | - | (58,104) | (1,323) | - | - | (117,307) | - | (176,734) |
| Transfer | 54 | 593,311 | 83,174 | 4,627 | 4,413 | 1,485,140 | (2,170,719) | - |
| At 31 December 2023 | 221,646 | 5,272,846 | 1,067,995 | 103,471 | 39,643 | 11,648,548 | 3,834,917 | 22,189,066 |
| Exchange adjustments | (226) | (23,548) | (19,680) | (957) | (161) | (77,622) | (94,451) | (216,645) |
| Additions | 27,305 | 73,543 | 221,372 | 7,496 | 17,917 | 146,745 | 1,587,087 | 2,081,465 |
| Disposals | - | (5,832) | (44,784) | (3,925) | (9,979) | (126,993) | - | (191,513) |
| Reduction of government subsidies related to assets (note i) | - | (15,047) | (42) | (2,057) | - | (67,032) | - | (84,178) |
| Transfer | - | 961,610 | 77,596 | 8,108 | 707 | 2,239,807 | (3,287,828) | - |
| At 31 December 2024 | 248,725 | 6,263,572 | 1,302,457 | 112,136 | 48,127 | 13,763,453 | 2,039,725 | 23,778,195 |
| DEPRECIATION AND IMPAIRMENT | | | | | | | | |
| At 1 January 2023 | - | 1,128,747 | 484,697 | 66,680 | 25,739 | 3,756,489 | 3,073 | 5,465,425 |
| Exchange adjustments | - | 22,071 | 27,057 | 24 | 68 | 30,609 | 128 | 79,957 |
| Provided for the year | - | 219,371 | 133,374 | 8,436 | 3,933 | 937,167 | - | 1,302,281 |
| Impairment loss recognised in profit or loss (note ii) | - | - | - | - | - | 4,603 | - | 4,603 |
| Eliminated on disposals | - | (13,624) | (8,363) | (2,607) | (4,449) | (80,176) | - | (109,219) |
| Write-off (note iii) | - | (2,255) | (350) | - | - | (27,100) | (258) | (29,963) |
| At 31 December 2023 | - | 1,354,310 | 636,415 | 72,533 | 25,291 | 4,621,592 | 2,943 | 6,713,084 |
| Exchange adjustments | - | (8,459) | (2,073) | (257) | (60) | (44,398) | (106) | (55,353) |
| Provided for the year | - | 252,753 | 145,700 | 9,172 | 5,005 | 1,039,550 | - | 1,452,180 |
| Impairment loss recognised in profit or loss (note ii) | - | - | - | - | - | 5,000 | 7,291 | 12,291 |
| Eliminated on disposals | - | (2,950) | (30,223) | (401) | (3,150) | (99,733) | - | (136,457) |
| Write-off (note iii) | - | - | - | - | - | (6,046) | - | (6,046) |
| At 31 December 2024 | - | 1,595,654 | 749,819 | 81,047 | 27,086 | 5,515,965 | 10,128 | 7,979,699 |
| CARRYING AMOUNT | | | | | | | | |
| At 31 December 2024 | 248,725 | 4,667,918 | 552,638 | 31,089 | 21,041 | 8,247,488 | 2,029,597 | 15,798,496 |
| At 31 December 2023 | 221,646 | 3,918,536 | 431,580 | 30,938 | 14,352 | 7,026,956 | 3,831,974 | 15,475,982 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

15. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

The above items of property, plant and equipment, other than construction in progress, are depreciated on a straight-line basis, after taking into account their estimated residual value, at the following rates per annum:

Freehold land	N/A
Buildings	2.50%–5.00%
Furniture and equipment	9%–18%
Leasehold improvements	18%
Motor vehicles	18%
Plant and machinery	6%–33.33%

The freehold land is located in the USA, Mexico, Japan, Thailand, Germany, Serbia, Republic of Korea, Taiwan and Poland, respectively.

As of 31 December 2024, the Group had borrowings of approximately RMB16,181,000, which were mortgaged by freehold land and buildings with carrying values of approximately NTD47,708,000 (equivalent to approximately RMB10,634,000) and approximately RMB10,912,000, respectively (2023: the Group had borrowings of approximately RMB22,066,000, which were mortgaged by freehold land and buildings with carrying values of approximately NTD49,134,000 (equivalent to approximately RMB11,370,000) and approximately RMB13,240,000, respectively).

Notes:

(i) The government subsidies of RMB84,178,000 have been treated as a deduction from the carrying amount of the relevant assets, among which amount of RMB52,144,000 is received during the year ended 31 December 2024 (2023: government subsidies of RMB176,734,000 have been treated as a deduction from the carrying amount of the relevant assets, among which amount of RMB115,322,000 is received during the year ended 31 December 2023).

(ii) The Group has recognised an impairment loss of RMB5,000,000 relating to plant and machinery and RMB7,291,000 relating to construction in progress (2023: of RMB4,603,000 relating to plant and machinery).

(iii) Assets being written off during the current year represented the plant and machinery that had been fully impaired in prior years.

16. RIGHT-OF-USE ASSETS

	Leasehold lands RMB'000	Buildings RMB'000	Motor vehicles RMB'000	Total RMB'000
As at 31 December 2024
Carrying amount	956,919	77,773	36	1,034,728
As at 31 December 2023
Carrying amount	975,213	82,123	245	1,057,581
For the year ended 31 December 2024
Depreciation charge	(24,020)	(21,039)	(209)	(45,268)
For the year ended 31 December 2023
Depreciation charge	(25,397)	(20,721)	(547)	(46,665)

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

16. RIGHT-OF-USE ASSETS (CONTINUED)

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Expense relating to short-term leases and leases of low-value assets | 102,890 | 75,222 |
| Total cash outflow for leases | 132,841 | 159,275 |
| Additions to right-of-use assets (note) | 26,784 | 21,509 |

Note: During the year ended 31 December 2024, the Group recognised RMB5,726,000 right-of-use assets for newly obtained land use right located in the PRC (2023: RMB17,031,000). Meanwhile, the Group recognised right-of-use assets of RMB21,058,000 in respect of newly obtained buildings during the year ended 31 December 2024 (2023: right-of-use assets of RMB4,478,000 in respect of newly obtained buildings).

For both years, the Group leases lands, various offices, warehouses and vehicles for its operations. Lease contracts are entered into for fixed term of 1 year to 50 years. Lease terms are negotiated on an individual basis and contain different terms and conditions. In determining the lease term and assessing the length of the non-cancellable period, the Group applies the definition of a contract and determines the period for which the contract is enforceable.

In addition, the Group owns several industrial buildings where its manufacturing facilities are primarily located and office buildings. The Group is the registered owner of these property interests, including the underlying leasehold lands. Lump sum payments were made upfront to acquire these property interests. The leasehold land components of these owned properties are presented separately only if the payments made can be allocated reliably.

As at 31 December 2024, the Group has obtained the land-use-right certificates for all leasehold lands.

The Group regularly entered into short-term leases for buildings, motor vehicles, equipment and machinery. As at 31 December 2024 and 2023, the portfolio of short-term leases is similar to the portfolio of short-term leases to which the short-term lease expense disclosed above.

Restrictions or covenants on leases

As of 31 December 2024, the Group held a land-use-right at the cost of RMB6,093,000. The land-use-right was mortgaged as collaterals for the Group's borrowings (Note 31).

In addition, lease liabilities of RMB84,179,000 are recognised with related right-of-use assets of RMB77,809,000 as at 31 December 2024 (2023: lease liabilities of RMB86,178,000 are recognised with related right-of-use assets of RMB82,368,000). The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Lease committed

As at 31 December 2024 and 2023, the Group has not entered into any new leases that are not yet commenced.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

17. GOODWILL

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Goodwill | 98,030 | 98,030 |

The goodwill held by the Group as at 31 December 2024 arose on (i) the acquisition of a subsidiary, Jiaxing Minrong Automotive Parts Co., Ltd. (嘉興敏榮汽車零部件有限公司) ("Jiaxing Minrong") in 2006; (ii) the acquisition of a subsidiary, Plastic Trim International, Inc. ("PTI") in 2014; (iii) the acquisition of a subsidiary, Jiaxing Minde Automotive Parts Co., Ltd. (嘉興敏德汽車零部件有限公司) ("Jiaxing Minde") in 2016; (iv) the acquisition of a subsidiary, United Alloy-Tech. Company LTD. (精確實業股份有限公司) ("UATC") in 2018 and (v) the acquisition of a subsidiary, Guangzhou Tokai Minth Parts Automotive Parts Co.,Ltd. (廣州東海敏孚汽車部件有限公司) ("Guangzhou Tokai") in 2019.

The English names are for identification purposes only.

Impairment test on goodwill

(i) Jiaxing Minrong

As at 31 December 2024, the carrying amount of goodwill allocated to the cash-generating unit of auto-parts manufacturing business of Jiaxing Minrong is RMB15,276,000 (2023: RMB15,276,000). The recoverable amount of the cash-generating unit is determined based on a value in use calculations. The key assumptions for the value in use calculations relate to the pre-tax discount rate, growth rates and profit margin during the forecast period. Those calculations use cash flow projections based on financial budgets approved by the management covering a five-year period with appropriate discount rate. Growth rate beyond the five-year period is assumed to be zero.

The management believes that any reasonably possible change in any of these key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit. As at 31 December 2024 and 2023, the recoverable amount of the cash-generating unit is greater than the carrying amount.

(ii) PTI

As at 31 December 2024, the carrying amount of goodwill allocated to the cash-generating unit of moulding and extrusion manufacturing of PTI is RMB31,131,000 (2023: RMB31,131,000). The recoverable amount of the cash-generating unit is determined based on a value in use calculations. The key assumptions for the value in use calculations relate to the pre-tax discount rate, growth rates and profit margin during the forecast period. Those calculations use cash flow projections based on financial budgets approved by the management covering a five-year period with appropriate discount rate. Growth rate beyond the five-year period is assumed to be zero.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

17. GOODWILL (CONTINUED)

Impairment test on goodwill (Continued)

(iii) Jiaxing Minde

As at 31 December 2024, the carrying amount of goodwill allocated to the cash-generating unit of auto-parts manufacturing business of Jiaxing Minde is RMB36,821,000 (2023: RMB36,821,000). The recoverable amount of the cash-generating unit is determined based on a value in use calculations. The key assumptions for the value in use calculations relate to the pre-tax discount rate, growth rates and profit margin during the forecast period. Those calculations use cash flow projections based on financial budgets approved by the management covering a five-year period with appropriate discount rate. Growth rate beyond the five-year period is assumed to be zero.

(iv) UATC

As at 31 December 2024, the carrying amount of goodwill allocated to the cash-generating unit of auto-parts manufacturing business of UATC is RMB14,277,000 (2023: RMB14,277,000). The recoverable amount of the cash-generating unit is determined based on a value in use calculations. The key assumptions for the value in use calculations relate to the pre-tax discount rate, growth rates and profit margin during the forecast period. Those calculations use cash flow projections based on financial budgets approved by the management covering a five-year period with appropriate discount rate. Growth rate beyond the five-year period is assumed to be zero.

(v) Guangzhou Tokai

As at 31 December 2024, the carrying amount of goodwill allocated to the cash-generating unit of auto-parts manufacturing business of Guangzhou Tokai is RMB525,000 (2023: RMB525,000). The recoverable amount of the cash-generating unit is determined based on a value in use calculations. The key assumptions for the value in use calculations relate to the pre-tax discount rate, growth rates and profit margin during the forecast period. Those calculations use cash flow projections based on financial budgets approved by the management covering a five-year period with appropriate discount rate. Growth rate beyond the five-year period is assumed to be zero.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

18. OTHER INTANGIBLE ASSETS

| | Emission rights
RMB'000 | Patent
RMB'000 | Software and others
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- |
| COST | | | | |
| At 1 January 2023 | 13,023 | 4,677 | 308,217 | 325,917 |
| Additions | 49 | 91 | 43,716 | 43,856 |
| Disposals | — | (705) | (17,193) | (17,898) |
| Exchange adjustments | — | — | 2,002 | 2,002 |
| At 31 December 2023 | 13,072 | 4,063 | 336,742 | 353,877 |
| Additions | 844 | 7,114 | 18,140 | 26,098 |
| Disposals | — | — | (4,745) | (4,745) |
| Exchange adjustments | — | (4) | (675) | (679) |
| At 31 December 2024 | 13,916 | 11,173 | 349,462 | 374,551 |
| AMORTISATION | | | | |
| At 1 January 2023 | 12,267 | 2,144 | 198,658 | 213,069 |
| Charge for the year | 141 | 127 | 44,696 | 44,964 |
| Eliminated on disposals | — | (705) | (17,193) | (17,898) |
| Exchange adjustments | — | — | 1,419 | 1,419 |
| At 31 December 2023 | 12,408 | 1,566 | 227,580 | 241,554 |
| Charge for the year | 220 | 1,638 | 44,962 | 46,820 |
| Eliminated on disposals | — | — | (4,745) | (4,745) |
| Exchange adjustments | — | (3) | (598) | (601) |
| At 31 December 2024 | 12,628 | 3,201 | 267,199 | 283,028 |
| CARRYING AMOUNT | | | | |
| At 31 December 2024 | 1,288 | 7,972 | 82,263 | 91,523 |
| At 31 December 2023 | 664 | 2,497 | 109,162 | 112,323 |

The other intangible assets included above have definite useful lives over which the assets are amortised. The amortisation periods range from two to ten years.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Cost of unlisted investments in joint ventures | 144,406 | 177,834 |
| Exchange adjustments | (88) | 620 |
| Share of post-acquisition profits, net of dividends received | 144,360 | 96,092 |
| | 288,678 | 274,546 |

As at 31 December 2024 and 2023, the Group had interests in the following joint ventures:

Name of entities	Country of incorporation and operation	Attributable equity interest of the Group		Share capital		Principal activities
		2024%	2023%	2024	2023
Wuhan Minth Nojima Automotive Parts Co., Ltd.* ("Wuhan Minth Nojima")
武溪敏島汽車零部件有限公司	The PRC	50.00	50.00	United States dollars ("US$")
4,700,000	US$4,700,000	Design, manufacture, develop and sales of automobile body parts
Jiaxing Clean Wave E-Drive System Co., Ltd.* 克林威孚電驅動系統
[嘉興]有限公司	The PRC	N/A (note)	51.00	N/A	US$29,412,000	Research and development, production, sales and after sales services of electric drive systems
HaMinGi (Ningbo) Automotive Ltd.*
("HaMinGi")
哈敏吉(寧波)汽車新材料有限公司	The PRC	30.00	40.00	US$24,951,000	US$24,951,000	Manufacture and sales of soft automotive interior trim materials and provide relevant technical services
Hella Minth (Jiaxing) Automotive Parts Co., Ltd.* ("Hella Minth")
敏實海拉(嘉興)汽車零部件有限公司	The PRC	50.00	50.00	RMB150,000,000	RMB150,000,000	Design, manufacture, develop and sales of automobile body parts
Jiaxing Minshuo Intelligent Technology Co., Ltd.* ("Jiaxing Minshuo")
嘉興市敏碳智能科技有限公司	The PRC	30.00	30.00	RMB10,000,000	RMB10,000,000	Design, manufacture, develop and sales of automobile body parts

The English names are for identification purposes only.

Note:

During the current year, the Group entered into a sale and purchase agreement with Clean Wave Technologies Hong Kong Limited ("Clean Wave Hong Kong"), pursuant to which Clean Wave Hong Kong agrees to sell and the Group agrees to purchase the remaining 49% equity interests of Jiaxing Clean Wave E-Drive System Co., Ltd. with a consideration of RMB2,940,000. The acquisition has been completed on 20 August 2024, upon which, Jiaxing Clean Wave E-Drive System Co., Ltd. became a wholly owned subsidiary of the Group.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES (CONTINUED)

The summarised financial information in respect of each of the Group's material joint ventures which is accounted for using the equity method is set out below, representing amounts shown in the joint ventures' financial statements prepared in accordance with HKFRSs:

(a) Wuhan Minth Nojima

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 63,336 | 72,683 |
| Non-current assets | 25,720 | 38,031 |
| Current liabilities | 24,780 | 42,374 |
| Non-current liabilities | — | 90 |
| The above amounts of assets and liabilities include the following:
Cash and cash equivalents | 33,036 | 15,699 |
| | For the year ended
31 December 2024
RMB'000 | For the year ended
31 December 2023
RMB'000 |
| Revenue | 112,656 | 194,605 |
| (Loss) Profit for the year | (3,974) | 2,802 |
| Dividend declared from the joint venture to the Group | — | — |
| The above profit for the year include the following:
Depreciation and amortisation | 2,846 | 2,833 |
| Interest income | 77 | 315 |
| Income tax expense | 83 | 562 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES (CONTINUED)

(a) Wuhan Minth Nojima (Continued)

Reconciliation of the above summarised financial information to the carrying amount of the interest in Wuhan Minth Nojima recognised in the consolidated financial statements:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Net assets of Wuhan Minth Nojima | 64,276 | 68,250 |
| Proportion of the Group's ownership interest in
Wuhan Minth Nojima | 50% | 50% |
| Carrying amount of the Group's interest in Wuhan Minth Nojima | 32,138 | 34,125 |

(b) HaMinGi

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 325,063 | 243,905 |
| Non-current assets | 110,932 | 107,183 |
| Current liabilities | 38,926 | 39,173 |
| Non-Current liabilities | 55,581 | 47,721 |
| The above amounts of assets and liabilities include the following:
Cash and cash equivalents | 54,580 | 152,433 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES (CONTINUED)

(b) HaMinGi (Continued)

	For the year ended 31 December 2024 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	281,551	146,869
Profit for the year	108,937	39,130
Dividend declared from the joint venture to the Group	9,493	—
The above profit for the year include the following: Depreciation and amortisation	14,485	14,398
Interest income	2,014	3,332
Income tax expense	5,361	4,288

Reconciliation of the above summarised financial information to the carrying amount of the interest in HaMinGi recognised in the consolidated financial statements:

	2024 RMB'000	2023 RMB'000
Net assets of HaMinGi	341,488	264,194
Proportion of the Group's ownership interest in HaMinGi	30%	40%
Carrying amount of the Group's interest in HaMinGi	112,182	105,678

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES (CONTINUED)

(c) Hella Minth

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 185,669 | 154,666 |
| Non-current assets | 200,416 | 198,392 |
| Current liabilities | 100,561 | 100,936 |
| The above amounts of assets and liabilities include the following:
Cash and cash equivalents | 51,086 | 39,410 |
| | For the year ended 31 December 2024
RMB'000 | For the year ended 31 December 2023
RMB'000 |
| Revenue | 233,072 | 215,991 |
| Profit for the year | 53,402 | 49,918 |
| Dividend declared from the joint venture to the Group | 10,000 | — |
| The above profit for the year include the following:
Depreciation and amortisation | 22,581 | 19,352 |
| Interest income | 928 | 451 |
| Income tax expense | 7,773 | 15,737 |

Reconciliation of the above summarised financial information to the carrying amount of the interest in Hella Minth recognised in the consolidated financial statements:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Net assets of Hella Minth | 285,524 | 252,122 |
| Proportion of the Group's ownership interest in Hella Minth | 50% | 50% |
| Carrying amount of the Group's interest in Hella Minth | 142,762 | 126,061 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

19. INTERESTS IN JOINT VENTURES (CONTINUED)

Aggregate information of joint ventures that are not material

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| The Group's share of loss | (9,679) | (4,080) |
| Aggregate carrying amount of the Group's interests
in these joint ventures | 1,596 | 8,682 |

20. INTERESTS IN ASSOCIATES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Cost of unlisted investments in associates | 190,726 | 261,509 |
| Exchange adjustments | — | (289) |
| Share of post-acquisition losses, net of dividends received | (95,515) | (70,084) |
| Impairment (note) | — | (58,390) |
| | 95,211 | 132,746 |

Note:
During the year ended 31 December 2018, impairment loss of RMB58,390,000 was recognised in relation to the Group's interest in an associate, Clean Wave Technologies Limited ("Clean Wave"), because of the technological obsolescence and the deterioration of market environment in which the entity operates, and the Group estimated that the carrying amount of interests in associate cannot be recovered. During the year ended 31 December 2024, Clean Wave was deregistered, thus the impairment was written off.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

20. INTERESTS IN ASSOCIATES (CONTINUED)

As at 31 December 2024 and 2023, the Group had interests in the following associates:

Name of entities	Country of incorporation and operation	Attributable equity interest of the Group		Share capital		Principal activities
		2024%	2023%	2024	2023
Jiaxing TAB-MINTH Mobility Equipment Co., Ltd.*
嘉興豐實福祉汽車部件有限公司	The PRC	35.00	35.00	US$1,000,000	US$1,000,000	Wholesale, sales agency and import and export of automobile parts, and relevant technical consultancy, assembly and maintenance services
Wuhan Sankei Minth Automotive Parts Co., Ltd. ("Wuhan Sankei Minth")*
武漢三基敏實汽車零部件有限公司	The PRC	30.00	30.00	US$7,500,000	US$7,500,000	Manufacture and sales of exhaust systems for automobiles
Clean Wave	The USA	N/A	13.20	N/A	Ordinary share: US$11,439
Preference share: US$27,126,263	Producing the next generation of electric motors, power electronic controls for electric & hybrid electric vehicles
Seat Metal Parts China Co., Ltd. ("Seat Metal Parts")*
浙江車精汽車部件有限公司	The PRC	10.00 (note i)	10.00	RMB45,000,000	RMB45,000,000	Design, manufacture and sales of automotive parts and moulds
Jiangsu Min'an Electric Cars Co., Ltd. ("Jiangsu Min'an")*
江蘇敏安電動汽車有限公司	The PRC	12.69 (note ii)	12.69	US$130,000,000	US$130,000,000	Design, development and wholesale of automobile body for electric vehicles
Ningbo Minhe New Material Co., Ltd. ("Ningbo Minhe")*
寧波敏和新材料有限公司	The PRC	40.00 (note iii)	40.00	RMB10,000,000	RMB10,000,000	Manufacturing and sales of metal materials and automobile body parts
Speed Vision Inception Co., Ltd. ("Speed Vision")*
敏視歐源(上海)智能科技有限公司	The PRC	N/A (note iv)	35.00	N/A	RMB10,000,000	Science and technology promotion and application services
Zhejiang Sanhua Minshi Auto Parts Co., Ltd. ("Sanhua Minshi")*
浙江三花敏實汽車零部件有限公司	The PRC	49.00 (note v)	49.00	RMB100,000,000	RMB100,000,000	Manufacture and sales of automobile parts
Taiwan Businessmen Cross Strait Industry Private Fund Management (Xiamen) Co., Ltd. ("Cross Strait Management")*
台南海峽兩岸產業私募基金管理 (廈門)有限公司	The PRC	N/A (note vi)	5.45	N/A	RMB5,147,061	Fund investment and management

The English names are for identification purposes only.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

20. INTERESTS IN ASSOCIATES (CONTINUED)

Notes:

(i) The board of directors of Seat Metal Parts consists of 3 directors, of which one is appointed by Minth Investment Limited* (明拓投資有限公司) ("Minth Investment"), a wholly-owned subsidiary of the Group, and therefore, the Group has significant influence over Seat Metal Parts.

(ii) The board of directors of Jiangsu Min'an consists of 3 directors, of which one is appointed by Cheerplan (China) Investments Co., Ltd.* (展圈(中國)投資有限公司) ("Cheerplan China"), a wholly-owned subsidiary of the Group, and therefore, the Group has significant influence over Jiangsu Min'an.

(iii) The board of directors of Ningbo Minhe consists of 5 directors, of which two are appointed by Cheerplan China, a wholly-owned subsidiary of the Group, and therefore, the Group has significant influence over Ningbo Minhe.

(iv) During the year ended 31 December 2024, the Group entered into a sale and purchase agreement with one third party, pursuant to which the Group agrees to sell and the third party agrees to purchase the 35% equity interests of Speed Vision at the consideration of RMB3,662,000. The transaction has been completed on 28 May 2024, upon which, the Group derecognised all the equity shares on the entity.

(v) During the year ended 31 December 2022, Minth Automotive Technology Research & Development Co., Ltd.* (敏實汽車技術研發有限公司), a wholly-owned subsidiary of the Group participated in the establishment of Sanhua Minshi, which subscribes 49% of the equity shares. The Company is of the opinion that the Group has significant influence over Sanhua Minshi by taking all the rights and decision powers pursuant to the shareholders agreement into consideration.

(vi) During the current year, the Group entered into sale and purchase agreements with two third parties, pursuant to which the Group agrees to sell and these two third parties agree to purchase all equity interests of Cross Strait Management at the total consideration of RMB468,000. The transaction has been completed on 15 November 2024, upon which, the Group derecognised all the equity shares on the entity.

The English names are for identification purposes only.

The summarised financial information in respect of each of the Group's material associates is set out below, representing amounts shown in the associate's financial statements prepared in accordance with HKFRSs.

All of these associates are accounted for using the equity method in these consolidated financial statements.

(a) Jiangsu Min'an

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 3,878 | 31,982 |
| Non-current assets | 889,290 | 1,283,212 |
| Current liabilities | 202,663 | 430,357 |
| Non-current liabilities | 378,832 | 478,832 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

20. INTERESTS IN ASSOCIATES (CONTINUED)

(a) Jiangsu Min'an (Continued)

	For the year ended 31 December 2024 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	1,615	6,891
Loss for the year	(94,332)	(79,221)

Reconciliation of the above summarised financial information to the carrying amount of the interest in Jiangsu Min'an recognised in the consolidated financial statements:

	2024 RMB'000	2023 RMB'000
Net assets of Jiangsu Min'an	311,673	406,005
Proportion of the Group's ownership interest in Jiangsu Min'an	12.69%	12.69%
Carrying amount of the Group's interest in Jiangsu Min'an	39,551	51,522

(b) Wuhan Sankei Minth

	2024 RMB'000	2023 RMB'000
Current assets	72,797	80,515
Non-current assets	41,342	46,470
Current liabilities	22,511	17,858
Non-Current liabilities	21,603	24,790

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

20. INTERESTS IN ASSOCIATES (CONTINUED)

(b) Wuhan Sankei Minth (Continued)

	For the year ended 31 December 2024 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	56,896	64,463
Loss for the year	(13,302)	(10,376)
Dividend declared from the associate to the Group	—	(1,500)

Reconciliation of the above summarised financial information to the carrying amount of the interest in Wuhan Sankei Minth recognised in the consolidated financial statements:

	2024 RMB'000	2023 RMB'000
Net assets of Wuhan Sankei Minth	71,035	84,337
Proportion of the Group’s ownership interest in Wuhan Sankei Minth	30.00%	30.00%
Carrying amount of the Group’s interest in Wuhan Sankei Minth	21,311	25,301

Aggregate information of associates that are not individually material

	2024 RMB'000	2023 RMB'000
The Group’s share of loss	(18,201)	(9,016)
Aggregate carrying amount of the Group’s interests in these associates	34,349	55,923

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

21. DEBT INSTRUMENTS AT FVTOCI

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Bills receivables | 314,881 | 584,837 |

The balance represents bills receivables held by the Group which is measured at FVTOCI since the bills are held within the business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets, and the contractual cash flows are solely payments of principal and interest on the principal amount outstanding. Bills receivables held by the Group as at 31 December 2024 will mature within 6 months (2023: within 6 months).

As of 31 December 2024, bills receivables amounting to RMB6,932,000 were pledged for issuing bills payables.

Details of impairment assessment are set out in note 42.

22. DEFERRED TAXATION

For the purpose of presentation in the consolidated statement of financial position, certain deferred tax assets and liabilities have been offset. The following is the analysis of deferred tax balances for financial reporting purposes:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Deferred tax assets | 482,985 | 418,768 |
| Deferred tax liabilities | (196,651) | (222,853) |
| | 286,334 | 195,915 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

22. DEFERRED TAXATION (CONTINUED)

The following are the major deferred tax assets and liabilities recognised and movements thereon during the current year:

Deferred tax assets have not been offset:

| | Allowance for financial assets
RMB'000 | Allowance for inventories
RMB'000 | Impairment for property, plant and equipment
RMB'000 | Unrealised profit for intra-group transactions
RMB'000 | Temporary differences of expense
RMB'000 | Tax losses carry forwards
RMB'000 | Lease liabilities
RMB'000 | Retirement benefit obligation
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At 1 January 2023 | 4,966 | 15,137 | 6,022 | 110,137 | 108,350 | 44,211 | 20,042 | 4,470 | 313,335 |
| Credit (charge) to profit or loss | 2,495 | (3,220) | (432) | 52,950 | 110,620 | (10,470) | (3,326) | — | 148,617 |
| Charge to other comprehensive income for the year | — | — | — | — | — | — | — | (306) | (306) |
| At 31 December 2023 | 7,461 | 11,917 | 5,590 | 163,087 | 218,970 | 33,741 | 16,716 | 4,164 | 461,646 |
| Credit (charge) to profit or loss | 1,012 | 24,863 | 121 | 38,286 | 3,720 | 21,029 | (807) | — | 88,224 |
| At 31 December 2024 | 8,473 | 36,780 | 5,711 | 201,373 | 222,690 | 54,770 | 15,909 | 4,164 | 549,870 |

Deferred tax liabilities have not been offset:

| | Temporary differences of income
RMB'000 | Fair value adjustments on acquisition of subsidiaries
RMB'000 | Withholding tax on undistributed dividends
RMB'000 | Right-of-use assets
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- | --- |
| At 1 January 2023 | (75,851) | (921) | (128,023) | (20,042) | (224,837) |
| Credit (charge) to profit or loss | 23,944 | 29 | (68,193) | 3,326 | (40,894) |
| At 31 December 2023 | (51,907) | (892) | (196,216) | (16,716) | (265,731) |
| Credit (charge) to profit or loss | (33,982) | 29 | 35,341 | 807 | 2,195 |
| At 31 December 2024 | (85,889) | (863) | (160,875) | (15,909) | (263,536) |

ANNUAL REPORT 2024
133

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

22. DEFERRED TAXATION (CONTINUED)

At the end of the reporting period, the Group has unused tax losses of RMB973,713,000 (2023: RMB837,366,000) available for offset against future profits. Among these losses, a deferred tax asset of RMB54,770,000 (2023: RMB33,741,000) has been recognised. No deferred tax asset has been recognised in respect of the remaining RMB731,552,000 (2023: RMB698,667,000) due to the unpredictability of future profit streams.

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Tax loss expire in 2024 | — | 27,689 |
| Tax loss expire in 2025 | 12,502 | 52,304 |
| Tax loss expire in 2026 | 101,254 | 137,467 |
| Tax loss expire in 2027 | 112,897 | 149,866 |
| Tax loss expire in 2028 | 120,999 | 217,880 |
| Tax loss expire in and after 2029 | 383,900 | 113,461 |
| | 731,552 | 698,667 |

Under the EIT Law, withholding tax is imposed on dividends declared in respect of profits earned by the PRC subsidiaries from 1 January 2008 onwards. During the year ended 31 December 2024, the Group distributed retained profits from its PRC subsidiaries to the Company, totaling RMB1,779.20 million, and meanwhile the withholding tax of RMB88.96 million was paid (during the year ended 31 December 2023: RMB70 million).

As of 31 December 2024, deferred taxation has not yet been provided for in the consolidated financial statements in respect of certain temporary differences attributable to accumulated profits of the PRC subsidiaries amounting to RMB42 million (2023: RMB1,157 million) as the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

At the end of the reporting period, the Group has not recognized deferred tax asset in relation to deductible temporary differences of RMB2,546,000 (2023: RMB46,002,000) as it is not probable that taxable profit will be available against which the deductible temporary differences can be utilised.

23. INVENTORIES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Raw materials | 2,238,022 | 1,680,471 |
| Work in progress | 750,657 | 666,124 |
| Finished goods | 1,652,262 | 1,635,606 |
| | 4,640,941 | 3,982,201 |

During the current year, allowance for inventories amounting to RMB114,530,000 (2023: RMB39,420,000) has been recognised in cost of sales.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

TRADE AND OTHER RECEIVABLES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Trade receivables | | |
| — associates | 11,515 | 11,320 |
| — joint ventures | 10,671 | 31,437 |
| — other related parties* | 810 | 3,873 |
| — third parties | 5,420,359 | 4,743,969 |
| Less: Allowance for credit losses | (58,755) | (50,571) |
| | 5,384,600 | 4,740,028 |
| Bills receivables | 559 | — |
| Other receivables | 157,035 | 101,870 |
| Less: Allowance for credit losses | — | (951) |
| | 157,035 | 100,919 |
| | 5,542,194 | 4,840,947 |
| Prepayments to suppliers | 895,439 | 867,904 |
| Utilities and rental prepayments | 37,158 | 39,815 |
| Prepaid value-added tax recoverable and refundable | 829,000 | 634,756 |
| Consideration receivable for disposal of subsidiaries | — | 2,160 |
| Interest receivables | 172,226 | 224,398 |
| Total trade and other receivables | 7,476,017 | 6,609,980 |

As at 1 January 2023, trade receivables from contracts with customers amounted to RMB4,642,841,000.
* The companies are those in which Mr. Chin and his family have control.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

24. TRADE AND OTHER RECEIVABLES (CONTINUED)

The Group normally grants to customers a credit period of 60 days to 90 days (2023: 60 days to 90 days) effective from the invoice date. The following is an aged analysis of trade receivables net of allowance for credit losses presented based on the invoice date at the end of the reporting period, which approximated the respective revenue recognition dates:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Age | | |
| 0 to 90 days | 4,783,627 | 4,245,889 |
| 91 to 180 days | 429,407 | 353,866 |
| 181 to 365 days | 125,932 | 98,771 |
| 1 to 2 years | 38,202 | 35,547 |
| Over 2 years | 7,432 | 5,955 |
| | 5,384,600 | 4,740,028 |

As at 31 December 2024, included in the Group's trade receivables balance are debtors with aggregate gross amount of RMB408,898,000 (2023: RMB212,895,000) which are past due as at the reporting date and assessed collectively based on provision matrix. Out of the past due balances, RMB256,059,000 (2023: RMB128,409,000) is not considered credit impaired. With reference to the historical records, past experience and also available reasonable and supportive forward-looking information to those customers, the management of the Group does not consider these receivables as credit-impaired as these customers have a good business relationship and satisfactory settlement history. The Directors have considered the recoverable amount and credit quality of the relevant customers and concluded that ECL is not significant to the Group. The Group does not hold any collateral over these balances. The remaining balance of RMB152,839,000 (2023: RMB84,486,000) has been past due 90 days or more and is considered credit impaired.

Details of the provision of ECL of trade and other receivables for the years ended 31 December 2024 and 2023 are set out in note 42.

The Group's trade and other receivables which are not denominated in the functional currencies of the respective group entities are as follows:

| Original currencies | US$
RMB'000 | Euro
(“EUR”)
RMB'000 | HK$
RMB'000 | Mexico Peso
(“MXN”)
RMB'000 |
| --- | --- | --- | --- | --- |
| At 31 December 2024 | 410,486 | 542,493 | 15,790 | 20,803 |
| At 31 December 2023 | 246,046 | 396,218 | 2,074 | 16,023 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

25. CONTRACT ASSETS AND CONTRACT COSTS

Contract assets

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Moulds development | 1,300,783 | 1,214,445 |
| Less: Allowance for credit losses | (8,016) | (8,016) |
| | 1,292,767 | 1,206,429 |
| Analysed for reporting purposes as: | | |
| Current | 289,026 | 263,034 |
| Non-current | 1,003,741 | 943,395 |
| | 1,292,767 | 1,206,429 |

As at 1 January 2023, contract assets amounted to RMB1,162,137,000.

The contract assets are in relation to the Group's rights to consideration for moulds development work which are fully completed and accepted by the customers but not billed yet. The contract assets are transferred to trade receivables at the time the rights to consideration become unconditional as stipulated in the relevant contracts.

Contract assets, that are not expected to be settled within the Group's normal operating cycle, are classified as current and non-current based on expected settlement dates.

Contract costs

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Incremental costs to obtain contracts | 92,920 | 107,460 |

Note: Contract costs capitalised as at 31 December 2024 relate to the incremental costs paid to strategic customers, in order to secure new sale and purchase agreements for the Group's products. Contract costs are recognised in the consolidated statement of profit or loss in the period in which revenue from the related product sales is recognised. The amount of capitalised costs recognised in the consolidated statement of profit or loss during the year was RMB14,593,000 (2023: RMB29,792,000). There was no impairment in relation to the costs capitalised during the year ended 31 December 2024 (2023: Nil).

The Group applies the practical expedient and recognises the incremental costs of obtaining contracts relating to the sale of products as an expense when incurred if the amortisation period of the assets that the Group otherwise would have recognised is one year or less.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

26. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Listed equity investments | 204,217 | — |
| — Equity shares in a PRC A share listed entity (note i) | 189,542 | — |
| — Equity shares in a non-PRC listed entity (note ii) | 14,675 | — |
| Unlisted equity investments (note ii) | — | 29,578 |
| Structured deposit (note iii) | 1,060,669 | — |
| | 1,264,886 | 29,578 |
| Analysed for reporting purposes as: | | |
| Current | 189,542 | — |
| Non-current | 1,075,344 | 29,578 |
| | 1,264,886 | 29,578 |

Notes:

As at 31 December 2024, the financial asset at FVTPL held by the Group are composed of:

(i) The above listed equity investments represent ordinary shares of an entity listed in PRC A share stock market which are held for trading and measured at fair value through profit or loss.

(ii) The above listed equity investments represent ordinary shares of an entity listed in Finland NASDAQ HELSINKI ("NASDAQ") stock market which is established in Finland and primarily engaged in producing and sales of nano-material. The Group made an initial investment of EUR3,000,000 in 2022 on the entity when it is a private entity. During the year ended 31 December 2024, the Group disposed partially of its equity share on the entity before it became listed in NASDAQ with a gain of RMB6,344,000 as disclosed in Note 9 and continuously measures the remaining shares at fair value through profit or loss. Additionally, the Group disposed its equity investment in a limited partnership with a consideration of RMB6,000,000 which approximates its initial investment cost.

(iii) During the year ended 31 December 2024, the Group entered into structured deposit agreements with two banks with an amount of USD150,000,000 (equivalent to approximately RMB1,073,015,000). The loss on fair value changes of RMB17,481,000 were recognized during the current year.

Details of the fair value measurement of the financial assets at FVTPL are set out in Note 42(c).

Financial assets at FVTPL that are denominated in currencies other than the functional currency of the respective group entity are set out below:

| Original currencies | USD
RMB'000 | EUR
RMB'000 |
| --- | --- | --- |
| At 31 December 2024 | 1,060,669 | 14,675 |
| At 31 December 2023 | — | 23,578 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

DERIVATIVE FINANCIAL ASSETS/LIABILITIES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Derivative financial assets | | |
| Foreign exchange forward contracts (a) | — | 18,393 |
| Foreign exchange structural option contracts (b) | 1,671 | — |
| Cross-currency swap contracts (c) | 19,987 | — |
| Interest rate swap contracts (d) | 763 | 3,772 |
| | 22,421 | 22,165 |
| Derivative financial liabilities | | |
| Foreign exchange forward contracts (a) | — | 1,706 |
| Foreign exchange structural option contracts (b) | 5,994 | 67 |
| Cross-currency swap contracts (c) | 28,637 | 6,265 |
| | 34,631 | 8,038 |
| | 2024
RMB'000 | 2023
RMB'000 |
| Analysed for reporting purpose as: | | |
| Current assets | 21,558 | 19,804 |
| Non-current assets | 863 | 2,361 |
| | 22,421 | 22,165 |
| Current liabilities | 20,577 | 1,773 |
| Non-current liabilities | 14,054 | 6,265 |
| | 34,631 | 8,038 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. DERIVATIVE FINANCIAL ASSETS/LIABILITIES (CONTINUED)

(a) Foreign exchange forward contracts

At the end of the reporting period, the Group had the following outstanding foreign exchange forward contracts to mitigate its foreign currency exposure.

Major terms of these contracts are as follows:

31 December 2024

Nil

31 December 2023

Notional amount	Maturity dates	Exchange rates
Sell US$135,000,000
Buy RMB970,689,810	4 January 2024 to 3 July 2024	US$1: RMB7.0225 to US$1: RMB7.2756
Sell EUR23,000,000
Buy RMB179,900,164	4 January 2024 to 7 February 2024	EUR1: RMB7.7562 to EUR1: RMB7.8915
Sell RMB7,245,500
Buy US$1,000,000	6 March 2024	US$1: RMB7.2455
Sell US$300,000
Buy KRW386,700,000	27 February 2024	US$1: KRW1,289

(b) Foreign exchange structural option contracts

31 December 2024

As of 31 December 2024, the Group had the following outstanding foreign exchange structural option contracts:

i) The Group entered into several foreign exchange structural option contracts with a bank to eliminate the exposure to fluctuations in foreign currency exchange rate arising from anticipated foreign currency sales transactions, in particular, to buy RMB and sell US$. The major terms of the foreign exchange structural option contracts are as follows:

	Average strike rate	Notional amount US$’000	Fair value assets RMB’000	Fair value liabilities RMB’000
Sell US$ Six months to one year	7.7250	50,000	—	1,859

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. DERIVATIVE FINANCIAL ASSETS/LIABILITIES (CONTINUED)

(b) Foreign exchange structural option contracts (Continued)

ii) The Group entered into foreign exchange structural option contracts with a bank to manage its foreign exchange rate risk arising from net exposure of net asset which are denominated in currencies at US$ and EUR up to 3 months, and the major terms of the contracts are as follows:

	Average Strike Rate 1	Average Strike Rate 2	Notional amount US$'000	Fair value assets RMB'000	Fair value liabilities RMB'000
Option1: Buy US$ put/RMB call Less than 3 months	7.0200	7.2200	5,000	50	—
Option2: Sell US$ call/RMB put Less than 3 months	7.0200	7.2200	10,000	—	1,143
	Average Strike Rate 1	Average Strike Rate 2	Notional amount EUR'000	Fair value assets RMB'000	Fair value liabilities RMB'000
Option1: Buy EUR put/RMB call Less than 3 months	7.5800	7.7800	3,000	158	—
Option2: Sell EUR call/RMB put Less than 3 months	7.5800	7.7800	6,000	—	142

At each valuation date:

(i) If no Target Knock-in Event (target currency rate reach "Strike Rate 1") ever occurred, the contract shall terminate in advance and all transactions with expiry dates falling after the Target Knock-in Date shall terminate and be deemed cancelled;

(ii) If the Target Knock-in Event (target currency rate higher than "Strike Rate 1" and less than "Strike Rate 2") ever occurred, Option 2 shall terminate in advance, and Option 1 shall be exercised. The net settlement amount will be calculated based on "Strike Rate 2" multiplied by the notional amount and settled in RMB equivalent;

(iii) If the Target Knock-in Event (target currency rate higher than "Strike Rate 2") ever occurred, Option 1 shall terminate in advance, and Option 2 shall be exercised. The net settlement amount will be calculated based on "Strike Rate 2" multiplied by the notional amount of Option 2, and settled in RMB equivalent.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. DERIVATIVE FINANCIAL ASSETS/LIABILITIES (CONTINUED)

(b) Foreign exchange structural option contracts (Continued)

iii) The Group entered into foreign exchange structural option contracts with a bank to manage its foreign exchange rate risk arising from net exposure of net asset which are denominated in currencies at US$ and EUR, and the major terms of the contracts are as follows:

	Average Strike Rate	Average Knock-out Rate	Average Knock-in Rate	Notional amount EUR'000	Fair value assets RMB'000	Fair value liabilities RMB'000
Sell EUR/Buy RMB
Less than 3 months	8.0100	7.8000	8.2800	2,027	403	403
	Average Strike Rate	Average Knock-out Rate	Average Knock-in Rate	Notional amount US$'000	Fair value assets RMB'000	Fair value liabilities RMB'000
Sell US$/Buy RMB
Less than 3 months	7.2485	7.0538	7.3950	17,770	166	551
Three months to six months	7.2476	7.0545	7.3940	15,236	429	965
Six months to one year	7.2320	7.0271	7.3600	10,663	465	931

At each valuation date:

(i) If the Target Knock-out Event (target currency rate lower than Knock-out Rate, or between Strike Rate and Knock-in Rate) ever occurred, the contract shall terminate in advance and all transactions with expiry dates falling after the Target Knock-out Date shall terminate and be deemed cancelled;

(ii) If no Target Knock-out Event (target currency rate lower than Knock-out Rate, or between Strike Rate and Knock-in Rate) ever occurred, the net settlement amount will be calculated based on Strike Rate multiplied by the notional amount of the contract, and settled in RMB equivalent.

31 December 2023

As of 31 December 2023, the Group had the following outstanding foreign exchange structural option contracts:

A foreign exchange structural option contract begins on 22 May 2023 with settlement date at 24 May 2024 regarding US$ against RMB:

At each valuation date:

(i) If no Target Knock-out Event (target value reach 0.1500 (expressed as the amount of RMB per 1 USD)) ever occurred, settlement is calculated based on 7.1300 ("Strike Rate") multiplied by the notional amount of USD1,000,000, settled in RMB equivalent;

(ii) Upon the occurrence of a Target Knock-out Event, the contract shall terminate in advance and all transactions with expiry dates falling after the Target Knock-out Date shall terminate and be deemed cancelled.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. DERIVATIVE FINANCIAL ASSETS/LIABILITIES (CONTINUED)

(c) Cross-currency swap contracts

Major terms of the contracts outstanding at 31 December 2024 are as follows:

31 December 2024

Swaps	Maturity dates
From US$20,000,000 to RMB140,000,000 at the final maturity date and interest from US$-4.30% to RMB-2.90% per annum, quarterly settlement	20 April 2026
From EUR7,834,023 to RMB60,000,000 at the final maturity date and interest from EUR-Euro Inter-Bank Offered Rate ("EURIBOR") +0.37% to RMB-3.00% per annum, quarterly settlement	15 May 2026
From US$27,000,000 to RMB187,380,000 at the final maturity date and interest from US$-4.18% to RMB-2.90% per annum, quarterly settlement	15 May 2026
From US$35,000,000 to RMB247,719,500 at the final maturity date and currency rate from 7.2500 to 7.0777	24 April 2025
From EUR17,700,000 to RMB138,399,840 at the final maturity date and currency rate from 7.8790 to 7.8192	24 June 2025
From RMB108,148,655 to US$15,000,000 at the final maturity date and currency rate from 7.2099 to 6.9489	24 April 2025
From RMB144,198,220 to US$20,000,000 at the final maturity date and currency rate from 7.2099 to 6.9489	24 April 2025
From RMB108,240,000 to US$15,000,000 at the final maturity date and currency rate from 7.2160 to 6.9480	14 May 2025
From RMB138,980,400 to EUR17,700,000 at the final maturity date and currency rate from 7.8520 to 7.6720	24 June 2025
From RMB72,115,000 to US$10,000,000 at the final maturity date and currency rate from 7.2115 to 6.9467	14 May 2025
From US$16,000,000 to RMB116,908,800 at the final maturity date and currency rate from 7.3095 to 7.3068	8 January 2025
From US$10,000,000 to RMB70,787,000 at the final maturity date and currency rate from 7.2435 to 7.0787	14 May 2025
From US$15,000,000 to RMB106,276,500 at the final maturity date and currency rate from 7.2456 to 7.0851	14 May 2025

Major terms of the contracts outstanding at 31 December 2023 are as follows:

31 December 2023

Swaps	Maturity dates
From US$20,000,000 to RMB140,000,000 at the final maturity date and interest from US$-4.30% to RMB-2.90% per annum, quarterly settlement	20 April 2026
From EUR7,834,023 to RMB60,000,000 at the final maturity date and interest from EUR-EURIBOR +0.37% to RMB-3.00% per annum, quarterly settlement	15 May 2026
From US$27,000,000 to RMB187,380,000 at the final maturity date and interest from US$-4.18% to RMB-2.90% per annum, quarterly settlement	15 May 2026

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

27. DERIVATIVE FINANCIAL ASSETS/LIABILITIES (CONTINUED)

(d) Interest rate swap contracts

31 December 2024

Major terms of the contracts outstanding at 31 December 2024 are as follows:

Notional amount	Maturity dates	Swaps
EUR10,000,000	4 August 2025	Interest from EUR — EURIBOR to fixed rate 1.2000% on a quarterly basis

31 December 2023

Major terms of the contracts outstanding at 31 December 2023 are as follows:

Notional amount	Maturity dates	Swaps
US$10,000,000	26 July 2024	Interest from US$-Secured Overnight Financing Rate to fixed rate 2.5000% on a quarterly basis
EUR10,000,000	4 August 2025	Interest from EUR — EURIBOR to fixed rate 1.2000% on a quarterly basis

All the above derivative instruments are carried at fair value. The fair value measurement of the derivative instruments is disclosed in note 42(c).

28. CASH AND CASH EQUIVALENTS AND PLEDGED BANK DEPOSITS AND TIME DEPOSITS

Bank balances carry interest at market rates which range from 0.00% to 6.50% (2023: 0.00% to 6.50%) per annum. The pledged bank deposits and time deposits carry interest at fixed interest rates which range from 0.15% to 6.05% (2023: 0.25% to 6.05%) per annum.

As at 31 December 2024 and 2023, pledged bank deposits and time deposits, in which amount of RMB617,274,000 (2023: RMB1,840,456,000) mainly represent deposits pledged to banks to secure short-term banking facilities including bills payables granted to the Group for purchases of materials for manufacturing and are therefore classified as current assets.

The Group's pledged bank deposits and time deposits and cash and cash equivalents that are denominated in currencies other than the functional currencies of the relevant group entities are mainly set out below:

| Original currencies | US$
RMB'000 | EUR
RMB'000 | HK$
RMB'000 | JPY
RMB'000 | MXN
RMB'000 |
| --- | --- | --- | --- | --- | --- |
| At 31 December 2024 | 1,214,152 | 506,162 | 19,200 | 171,965 | 22,795 |
| At 31 December 2023 | 1,079,354 | 145,618 | 13,474 | 95,229 | 18,894 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

TRADE AND OTHER PAYABLES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Trade payables | | |
| — associates | 25,494 | 24,896 |
| — joint ventures | 60,973 | 57,289 |
| — non-controlling shareholders of subsidiaries | — | 112 |
| — other related parties | 11,986 | 6,594 |
| — third parties | 3,886,885 | 3,244,514 |
| | 3,985,338 | 3,333,405 |
| Bills payables | 868,761 | 1,014,233 |
| Other payables | | |
| — associates | 61 | 61 |
| — joint ventures | 395 | 430 |
| — non-controlling shareholders of subsidiaries | 2,528 | 1,753 |
| — other related parties | 843 | 1,702 |
| | 3,827 | 3,946 |
| | 4,857,926 | 4,351,584 |
| Payroll and welfare payables | 808,094 | 765,074 |
| Consideration payable of acquisition of property, plant and equipment | 560,130 | 846,827 |
| Technology support services fees payable | 11,804 | 21,516 |
| Freight and utilities payable | 119,140 | 80,093 |
| Other tax payable | 114,168 | 112,353 |
| Deposits received | 9,012 | 5,366 |
| Dividend payables | 17,936 | 10,621 |
| Others | 762,159 | 810,896 |
| Total trade and other payables | 7,260,369 | 7,004,330 |

The companies are those in which Mr. Chin and his family have control.

The average credit period on purchases of goods is 30 days to 90 days (2023: 30 days to 90 days).

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

29. TRADE AND OTHER PAYABLES (CONTINUED)

The following is an aged analysis of trade payables presented based on the invoice date at the end of the reporting period:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Age | | |
| 0 to 90 days | 3,220,295 | 2,631,211 |
| 91 to 180 days | 486,325 | 447,812 |
| 181 to 365 days | 199,883 | 180,444 |
| 1 to 2 years | 67,045 | 64,009 |
| Over 2 years | 11,790 | 9,929 |
| | 3,985,338 | 3,333,405 |

Bills payables held by the Group as at 31 December 2024 will mature within 6 months (2023: within 6 months).

The Group's trade and other payables which are not denominated in the functional currencies of the respective group entities are as follows:

| Original currencies | US$
RMB'000 | JPY
RMB'000 | EUR
RMB'000 | HK$
RMB'000 | MXN
RMB'000 |
| --- | --- | --- | --- | --- | --- |
| At 31 December 2024 | 57,076 | 51,273 | 128,910 | 8,242 | 102,777 |
| At 31 December 2023 | 51,605 | 51,290 | 168,739 | 8,142 | 126,594 |

30. CONTRACT LIABILITIES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Sales of automobile body parts | 172,015 | 41,206 |
| Sales of moulds | 95,611 | 98,444 |
| | 267,626 | 139,650 |
| Analyzed as | | |
| Current | 162,728 | 139,650 |
| Non-current | 104,898 | — |
| | 267,626 | 139,650 |

During the year ended 31 December 2024, the Group entered into a contract with customer, pursuant to which, revenue will be realized upon the future delivery of goods (2023: nil).

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

30. CONTRACT LIABILITIES (CONTINUED)

The following table shows how much of the revenue recognised relates to carried-forward contract liabilities and how much relates to performance obligations that were satisfied in prior periods.

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Sales of automobile body parts and moulds | | |
| Revenue recognised that was included in the contract liability balance
at the beginning of the year | 135,018 | 163,575 |

31. BORROWINGS

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Secured (note) | 48,279 | 72,066 |
| Unsecured | 8,370,777 | 9,616,257 |
| | 8,419,056 | 9,688,323 |
| Fixed-rate borrowings | 1,878,086 | 2,214,356 |
| Variable-rate borrowings | 6,540,970 | 7,473,967 |
| | 8,419,056 | 9,688,323 |
| Carrying amount repayable: | | |
| Within one year | 5,893,775 | 5,851,363 |
| Within a period of more than one year but not exceeding two years | 530,307 | 1,051,131 |
| Within a period of more than two years but not exceeding five years | 1,994,974 | 2,785,829 |
| | 8,419,056 | 9,688,323 |

Note: As at 31 December 2024 and 2023, the balance was secured by pledged bank deposits, bills receivables, freehold land, buildings and land use right of the Group.

The Group has variable-rate borrowings which carry interest at the London Inter-Bank Offered Rate. Interest is repriced every one month, three months or one year.

The ranges of the effective interest rates on the Group's borrowings are as follows:

	2024	2023
Effective interest rate:
Fixed-rate borrowings	0.36% to 3.50%	1.80% to 5.10%
Variable-rate borrowings	2.40% to 6.75%	0.49% to 6.60%

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

31. BORROWINGS (CONTINUED)

The Group's borrowings that are denominated in currencies other than the functional currencies of the relevant group entities are set out below:

| Original currencies | US$
RMB'000 | HK$
RMB'000 | EUR
RMB'000 |
| --- | --- | --- | --- |
| At 31 December 2024 | 1,714,433 | 240,307 | 2,304,971 |
| At 31 December 2023 | 187,692 | — | 4,419,681 |

In respect of non-current bank borrowings with carrying amount of RMB925,143,000 as at 31 December 2024 (31 December 2023: RMB1,101,960,000), the Group is required to comply with certain financial covenants which are tested on an annual basis as long as the borrowings are outstanding.

The Group has complied with these covenants at the reporting period end and classified the related bank borrowings balance as non-current liabilities.

32. SHARE CAPITAL

	Number of shares		Share capital
	2024
'000	2023
'000	2024
HK$'000	2023
HK$'000
Ordinary shares of HK$0.1 each
Authorised
At beginning and end of year	5,000,000	5,000,000	500,000	500,000
	Number of shares		Share capital
---	---	---	---	---
	2024
'000	2023
'000	2024
RMB'000	2023
RMB'000
Issued and fully paid
At beginning of year	1,161,994	1,161,836	116,269	116,255
Exercise of share options under the Company's employee share option scheme (note 37(a))	—	158	—	14
At end of year	1,161,994	1,161,994	116,269	116,269

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Balance at beginning of year | 821,382 | 780,368 |
| Share of total comprehensive income for the year | 32,487 | 54,009 |
| Capital contribution from non-controlling shareholders | — | 144,111 |
| Recognition of equity-settled share-based payment in a subsidiary (note 37(c)) | 1,343 | 3,467 |
| Acquisition of additional interest in subsidiaries (note ii) | (1,585) | (29,637) |
| Dividends declared to non-controlling shareholders during the year | (39,848) | (130,936) |
| Balance at end of year | 813,779 | 821,382 |

As at 31 December 2024 and 2023, the Group had following subsidiaries with non-controlling interests:

Name of subsidiaries	Place of incorporation and principal place of business	Proportion of ownership interests and voting rights held by non-controlling interests		Profit (loss) allocated to non-controlling interests		Accumulated non-controlling interests
		31/12/2024 %	31/12/2023 %	2024 RMB'000	2023 RMB'000	31/12/2024 RMB'000	31/12/2023 RMB'000
Guangzhou Minhui Automobile Parts Co., Ltd.* ("Guangzhou Minhui")
廣州敏業汽車零部件有限公司	the PRC as a foreign equity joint venture enterprise	30.00	30.00	3,279	10,693	25,186	61,754
Guangzhou Tokai	the PRC as a foreign equity joint venture enterprise	50.00	50.00	20,419	28,443	92,850	72,431
Wuhan Tokai Minth Automotive Parts Co., Ltd.*
武漢東海敏實汽車零部件有限公司	the PRC as a foreign equity joint venture enterprise	50.00	50.00	11,184	12,718	114,252	103,068
UATC (note i)	Taiwan	63.55	63.55	25,836	15,599	400,819	398,667
Tianjin Tokai Minth Automotive Parts Co., Ltd.*
天津東海敏實汽車零部件有限公司	the PRC as a foreign equity joint venture enterprise	50.00	50.00	1,037	212	28,486	27,449
Minth ElectriCity Technology	France	30.00	30.00	2,230	(4,146)	115,387	113,157
Qingyuan Tokai Minth Automotive Parts Co., Ltd.*
清邁東海敏實汽車零部件有限公司	the PRC as a foreign equity joint venture enterprise	50.00	50.00	(6,757)	(2,485)	15,880	22,637
Huainan Minth Exteriors Systems Co., Ltd.*
("Huainan Minth") (note ii)
淮南敏實汽車外飾系統有限公司	the PRC as a foreign equity joint venture enterprise	N/A	49.90	—	288	—	1,585
Individually immaterial subsidiaries with non-controlling interests						20,919	20,634
						813,779	821,382

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

Notes:

(i) The Group held 36.45% equity share on UATC which is listed on Taipei Exchange (GreTai Securities Market).

The Directors assessed whether the Group has control over UATC based on whether the Group has the practical ability direct the relevant activities of UATC unilaterally. In making the judgement, the Directors have taken into consideration the Group's absolute size of holding in UATC versus the relative size of and dispersion of the shareholdings owned by the other shareholders and the right possessed by the Group to appoint three out of four executive directors of the board of UATC. After the above-mentioned assessment, the Directors concluded that the Group still remains sufficiently dominant voting interest to direct the relevant activities of UATC and therefore the Group has control over UATC.

(ii) During the current year, the Group entered into a sale and purchase agreement with Magna International (Hong Kong) Limited ("Magna International"), the minority shareholder of a subsidiary of the Group, Huainan Magna Minth Exteriors Systems Co., Ltd., (淮南徽豪汽車外飾系統有限公司) ("Huainan Magna Minth") and pursuant to which Magna International had agreed to sell and the Group had agreed to purchase 49.90% equity interests of Huainan Magna Minth at the consideration of RMB1,297,400. The acquisition has been completed on 13 August 2024, upon which, Huainan Magna Minth became a wholly owned subsidiary of the Group, which was called as Huainan Minth.

The English names are for identification purposes only.

Summarised financial information in respect of each of the Group's subsidiaries that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intra-group eliminations.

(i) Guangzhou Minhui

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 138,972 | 193,875 |
| Non-current assets | 152,944 | 171,253 |
| Current liabilities | 203,981 | 154,564 |
| Non-current liabilities | 150 | 175 |
| Equity attributable to owners of the Company | 62,599 | 148,635 |
| Non-controlling interests | 25,186 | 61,754 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

(i) Guangzhou Minhui (Continued)

	For the year ended 31 December 2024 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	217,197	348,097
Expenses	206,266	312,454
Profit for the year	10,931	35,643
Profit attributable to owners of the Company	7,652	24,950
Profit attributable to non-controlling interests	3,279	10,693
Dividends declared to non-controlling shareholders	39,848	1,500
Net cash inflow from operating activities	17,931	28,859
Net cash outflow from investing activities	(794)	(2,649)
Net cash inflow (outflow) from financing activities	10,719	(76,109)
Net cash inflow (outflow)	27,856	(49,899)

(ii) Guangzhou Tokai

	2024 RMB'000	2023 RMB'000
Current assets	174,287	156,476
Non-current assets	74,603	86,421
Current liabilities	63,019	97,817
Non-current liabilities	171	218
Equity attributable to owners of the Company	92,850	72,431
Non-controlling interests	92,850	72,431

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

(ii) Guangzhou Tokai (Continued)

	For the year ended 31 December 2023 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	280,996	377,887
Expenses	240,158	321,002
Profit for the year	40,838	56,885
Profit attributable to owners of the Company	20,419	28,442
Profit attributable to non-controlling interests	20,419	28,443
Dividends declared to non-controlling shareholders	—	71,926
Net cash inflow from operating activities	61,319	57,425
Net cash (outflow) inflow from investing activities	(26,611)	59,880
Net cash outflow from financing activities	—	(136,659)
Net cash inflow (outflow)	34,708	(19,354)

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

(iii) Wuhan Tokai Minth Automotive Parts Co., Ltd.

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 212,868 | 187,096 |
| Non-current assets | 146,784 | 160,607 |
| Current liabilities | 129,621 | 140,018 |
| Non-current liabilities | 153 | 175 |
| Equity attributable to owners of the Company | 115,626 | 104,442 |
| Non-controlling interests | 114,252 | 103,068 |
| | For the year ended
31 December 2024
RMB'000 | For the year ended
31 December 2023
RMB'000 |
| Revenue | 420,408 | 400,860 |
| Expenses | 398,040 | 375,424 |
| Profit for the year | 22,368 | 25,436 |
| Profit attributable to owners of the Company | 11,184 | 12,718 |
| Profit attributable to non-controlling interests | 11,184 | 12,718 |
| Dividends declared to non-controlling shareholders | — | 53,763 |
| Net cash inflow from operating activities | 72,534 | 57,764 |
| Net cash (outflow) inflow from investing activities | (2,079) | 39,571 |
| Net cash outflow from financing activities | (39,329) | (79,727) |
| Net cash inflow | 31,126 | 17,608 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

(iv) UATC and UATC's subsidiaries

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Current assets | 977,188 | 708,255 |
| Non-current assets | 891,375 | 1,576,655 |
| Current liabilities | 779,703 | 648,284 |
| Non-current liabilities | 386,583 | 947,183 |
| Equity attributable to owners of the Company | 300,320 | 289,832 |
| Non-controlling interests of UATC | 400,819 | 398,667 |
| Non-controlling interests of UATC's subsidiaries | 1,138 | 944 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

33. NON-CONTROLLING INTERESTS (CONTINUED)

(iv) UATC and UATC's subsidiaries (Continued)

	For the year ended 31 December 2024 RMB'000	For the year ended 31 December 2023 RMB'000
Revenue	1,009,617	702,103
Expenses	968,961	677,541
Profit for the year	40,656	24,562
Profit attributable to owners of the Company	14,820	9,153
Profit attributable to non-controlling interests of UATC	25,836	15,599
Loss attributable to non-controlling interests of UATC's subsidiaries	(193)	(190)
Profit for the year	40,656	24,562
Other comprehensive income (expense) attributable to owners of the Company	10,681	(2,679)
Other comprehensive income (expense) attributable to non-controlling interests of UATC	2,276	(5,030)
Other comprehensive expense attributable to non-controlling interests of UATC's subsidiaries	(123)	(206)
Other comprehensive income (expense) for the year	12,957	(7,915)
Total comprehensive income attributable to owners of the Company	25,501	6,474
Total comprehensive income attributable to non-controlling interests of UATC	28,112	10,569
Total comprehensive expense attributable to non-controlling interests of UATC's subsidiaries	(316)	(396)
Total comprehensive income for the year	53,613	16,647
Net cash inflow from operating activities	32,895	148,347
Net cash outflow from investing activities	(103,510)	(877,736)
Net cash inflow from financing activities	76,543	578,918
Net cash inflow (outflow)	5,928	(150,471)

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

34. LEASE LIABILITIES

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Lease liabilities payable: | | |
| Within one year | 21,918 | 19,604 |
| Within a period of more than one year but not more than two years | 8,827 | 17,754 |
| Within a period of more than two years but not more than five years | 38,134 | 30,275 |
| Within a period of more than five years | 15,300 | 18,545 |
| | 84,179 | 86,178 |
| Less: Amount due for settlement within 12 months shown under current liabilities | (21,918) | (19,604) |
| Amount due for settlement after 12 months shown under non-current liabilities | 62,261 | 66,574 |

The weighted average incremental borrowing rates applied to lease liabilities range from 1.30% to 4.17% (2023: 1.30% to 3.92%) per annum.

35. OPERATING LEASING ARRANGEMENTS

The Group as lessor

All of the properties and machineries held by the Group for rental purposes have committed lessees. Rental income achieved during the current year was RMB26,546,000 (2023: RMB38,724,000).

Undiscounted lease payments receivable on leases are as follows:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Within one year | 6,233 | 3,809 |
| In the second to fifth year inclusive | 20,104 | 3,078 |
| After five years | 14,793 | 1,220 |
| | 41,130 | 8,107 |

36. COMMITMENTS

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Capital expenditure contracted for but not provided in the consolidated financial statements in respect of: | | |
| Acquisitions of property, plant and equipment | 468,437 | 662,368 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

37. SHARE-BASED PAYMENT TRANSACTIONS

(a) Equity-settled share option scheme

The Company's share option scheme (the "2005 Share Option Scheme") was adopted pursuant to a resolution passed on 13 November 2005 for the primary purpose of providing incentives to Directors and eligible employees, and originally adopted for a term of 10 years. Under the 2005 Share Option Scheme, the Board may grant options to eligible employees, including the Directors, to subscribe for the shares of the Company. The 2005 Share Option Scheme has been terminated and replaced by a new share option scheme, which was approved in the annual general meeting held on 22 May 2012 and was valid for 10 years from the date of its adoption (the "2012 Share Option Scheme"). The 2012 Share Option Scheme was expired in May 2022. During the year of 2022, one new share option scheme was adopted pursuant to a resolution which was approved in the annual general meeting held on 31 May 2022 and will be valid for 10 years from the date of its adoption (the "2022 Share Option Scheme").

On 28 July 2020, the Company offered to grant share options to certain eligible participants who have contributed or will contribute to the Group as a reward or incentive under the 2012 Share Option Scheme to subscribe for a total of 28,000,000 ordinary shares of HK$0.10 each in the issued share capital of the Company. Exercise price of the share options granted is HK$23.85 per share, validity period of the share options are from 1 July 2021 to 31 December 2025.

During the year ended 31 December 2024, the Group has granted 30,000,000 share options to certain directors and employees under the 2022 Share Option Scheme on 2 May 2024, pursuant to which, 30% of the granted options can be exercised on or after 5 May 2025, 30% of the granted options can be exercised on or after 5 May 2026 and the remaining 40% of granted options can be exercised on or after 5 May 2027. The exercise price is HK$14.30.

At 31 December 2024, the total number of shares in respect of which options had been granted and remained outstanding under the 2012 Share Option Scheme and 2022 Share Option Scheme was 47,450,600 (2023: 19,047,000), representing 4.08% (2023: 1.64%) of the shares of the Company in issue at end of the reporting period.

Details of the specific categories of options are as follows:

Option type	Date of grant	Tranche	Vesting period	Exercise period	Exercise price HK$	Fair value at grant date HK$
2020 (note i)	28/07/2020	A	28/07/2020 to 01/07/2021	01/07/2021 to 31/12/2025	23.85	6.29
	28/07/2020	B	28/07/2020 to 01/07/2022	01/07/2022 to 31/12/2025	23.85	6.59
	28/07/2020	C	28/07/2020 to 01/07/2023	01/07/2023 to 31/12/2025	23.85	6.74
	28/07/2020	E	28/07/2020 to 01/07/2021	01/07/2021 to 31/12/2025	23.85	6.32
	28/07/2020	F	28/07/2020 to 01/07/2022	01/07/2022 to 31/12/2025	23.85	6.61
	28/07/2020	G	28/07/2020 to 01/07/2023	01/07/2023 to 31/12/2025	23.85	6.75
2024 (note ii)	02/05/2024	A	02/05/2024 to 05/05/2025	05/05/2025 to 31/12/2029	14.30	3.98
	02/05/2024	B	02/05/2024 to 05/05/2026	05/05/2026 to 31/12/2029	14.30	4.28
	02/05/2024	C	02/05/2024 to 05/05/2027	05/05/2027 to 31/12/2029	14.30	4.50
	02/05/2024	E	02/05/2024 to 05/05/2025	05/05/2025 to 31/12/2029	14.30	3.98
	02/05/2024	F	02/05/2024 to 05/05/2026	05/05/2026 to 31/12/2029	14.30	4.28
	02/05/2024	G	02/05/2024 to 05/05/2027	05/05/2027 to 31/12/2029	14.30	4.50

Notes:
(i) For the Share Options granted in 2020, the tranche A, B and C are granted to Directors and senior employees, while the tranche E, F and G are granted to other participants (excluding associates of Directors).
(ii) For the Share Options granted in 2024, the tranche A, B and C are granted to Directors, while the tranche E, F and G are granted to other employees (including associates of Directors).

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

37. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

(a) Equity-settled share option scheme (Continued)

The following tables disclose movements of the Company's share options held by employees and directors during the year ended 31 December 2024 and 2023:

Year ended 31 December 2024:

Option type	Outstanding at 01/01/2024	Granted during the year	Exercised during the year	Forfeited during the year (note)	Outstanding at 31/12/2024
2020-A	2,204,600	—	—	(224,700)	1,979,900
2020-B	3,048,600	—	—	(224,700)	2,823,900
2020-C	4,064,800	—	—	(299,600)	3,765,200
2020-E	2,083,041	—	—	(254,220)	1,828,821
2020-F	3,276,840	—	—	(254,220)	3,022,620
2020-G	4,369,120	—	—	(338,960)	4,030,160
2024-A	—	390,000	—	—	390,000
2024-B	—	390,000	—	—	390,000
2024-C	—	520,000	—	—	520,000
2024-E	—	8,610,000	—	—	8,610,000
2024-F	—	8,610,000	—	—	8,610,000
2024-G	—	11,480,000	—	—	11,480,000
	19,047,000	30,000,000	—	(1,596,400)	47,450,600
Exercisable at the end of the year					17,450,600
Weighted average exercise price	HK$23.85	HK$14.30	—	HK$23.85	HK$17.81

The share options outstanding at 31 December 2024 had remaining contractual life of 1–5 years (2023: 1–2 years).

Note: During the year ended 31 December 2024, none options (2023: 16,517,500 options) are expired, and 1,596,400 options (2023: 2,781,100 options) are forfeited.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

37. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

(a) Equity-settled share option scheme (Continued)

Year ended 31 December 2023:

Option type	Outstanding at 01/01/2023	Granted during the year	Exercised during the year	Forfeited and Expired during the year (note)	Outstanding at 31/12/2023
2018-A	2,492,450	—	—	(2,492,450)	—
2018-B	2,492,450	—	—	(2,492,450)	—
2018-C	3,469,600	—	—	(3,469,600)	—
2018-E	2,403,300	—	—	(2,403,300)	—
2018-F	2,403,300	—	—	(2,403,300)	—
2018-G	3,256,400	—	—	(3,256,400)	—
2020-A	2,810,600	—	(30,000)	(576,000)	2,204,600
2020-B	3,654,600	—	(30,000)	(576,000)	3,048,600
2020-C	4,872,800	—	(40,000)	(768,000)	4,064,800
2020-E	2,360,111	—	(18,740)	(258,330)	2,083,041
2020-F	3,551,910	—	(16,740)	(258,330)	3,276,840
2020-G	4,735,880	—	(22,320)	(344,440)	4,369,120
	38,503,400	—	(157,800)	(19,298,600)	19,047,000
Exercisable at the end of the year					19,047,000
Weighted average exercise price	HK$29.75	—	HK$23.85	HK$35.62	HK$23.85

Note: The forfeiture represented the share options granted to the eligible directors and employees of the Group, which were forfeited upon their resignation in respective years.

During the current year, none options were exercised (the weighted average closing price of the Company's shares immediately before the dates on which the options were exercised was HK$24.45 for the year ended 31 December 2023).

The closing price of the Company's shares immediately before 2 May 2024, the date of grant, was HK$13.44. The weighted average fair value of the options on the grant date was HK$4.28, which was calculated using the Binomial model. The inputs into the model were as follows:

	2024 options
Grant date share price	HK$14.30
Exercise price	HK$14.30
Expected volatility	48%
Option life	5.66 years
	From HK$0.73 to
Expected dividend yield	HK$1.50
Risk-free interest rate	3.71%

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

37. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

(a) Equity-settled share option scheme (Continued)

The Binomial model had been used to estimate the fair value of a series of share options granted under the 2022 Share Option Scheme. The variables and assumptions used in computing the fair value of the share options were based on the directors' best estimate. Changes in variables and assumptions may result in changes in the fair value of the options.

The Group recognised the total expense of RMB39,732,000 (2023: RMB10,442,000) for the year ended 31 December 2024 in relation to share options granted by the Company.

(b) Restricted shares of the Company

The Company adopted a share award scheme (the "Scheme") on 28 July 2020, of which the purpose is to recognise the contributions by certain eligible participants (the "Scheme Participants") and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group.

Pursuant to the Scheme, the Board of Directors shall select the Scheme Participants and determine the number of shares to be awarded (the "Restricted Shares"). An independent trustee appointed by the Board (the "Trustee") shall purchase from the market such number of issued ordinary shares to be awarded as specified by the Board.

In September 2020, the Group has purchased 8,520,000 issued ordinary shares from the market through the trustee with the consideration amounted to approximately HK$251,265,000 (equivalent to approximately RMB222,075,000). In March 2022, the Group purchased additional 3,000,000 issued ordinary shares from the market through the trustee, the consideration for which amounted to approximately HK$57,944,000 (equivalent to approximately RMB46,731,000). These ordinary shares are held in trust for the relevant Scheme Participants until such shares will be vested with the Scheme Participants in accordance with the provisions of the Scheme. Pursuant to the Scheme, in any event, the aggregate number of Shares held by the trustee (whether directly or indirectly through other controlled corporations) as a whole would not exceed 2% of the issued share capital of the Company at any time (on an actual basis as well as on a fully diluted basis).

On 29 March 2021, the Board resolved to approve the initial grant of 3,000,000 Restricted Shares under the Scheme to the Scheme participants at the grant price of zero per Restricted Share, and vest over a four-year period that each 50% of the awards vesting on the third and fourth anniversary of the grant date, respectively.

The fair value of Restricted Shares with service conditions or performance conditions is based on the fair market value of the underlying ordinary shares on the date of grant, taking into account the terms and conditions upon which the shares were granted.

During the year ended 31 December 2024, the Group changes vesting condition of the Scheme, under which the vesting of 50% of the Awarded Shares is deferred from the third to the fourth anniversary of the date of grant whereas the remaining 50% of the Awarded Shares will also vest on the fourth anniversary of the date of grant, on the basis of satisfaction of relevant vesting conditions.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

37. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

(b) Restricted shares of the Company (Continued)

The following table summarised the Group's Restricted Shares activity for the current period:

	Number of Restricted Stocks
Outstanding as at 1 January 2024	2,258,000
Granted during the year	—
Exercised during the year	—
Forfeited during the year	(226,000)
Outstanding as at 31 December 2024	2,032,000

The Group recognised the total expenses of RMB7,077,000 (2023: RMB12,542,000) for the year ended 31 December 2024 in relation to restricted share units stated above.

(c) Restricted shares of UATC

UATC, a subsidiary of the Group announced a share award scheme (the "UATC Scheme") on 8 June 2022, of which the purpose is to recognise the contributions by corresponding eligible participants (the "UATC Scheme Participants") and to provide them with incentives in order to retain them for the continual operation and development of UATC.

Pursuant to the UATC Scheme, UATC shall issue new 1,500,000 ordinary shares with nominal value of NTD10. The Board of UATC Directors shall select the UATC Scheme Participants and determine the number of shares to be awarded (the "UATC Restricted Shares"). On 20 September 2022, the Board of UATC resolved to issue 1,500,000 new shares and approve the grant of corresponding shares to the UATC Scheme participants at the grant price of zero per Restricted Share, and vest over a Three-year period that 30%, 30% and 40% of the awards vesting on the first, second and third anniversary of the grant date, respectively.

The fair value of Restricted Shares with service conditions or performance is based on the fair market value of the underlying ordinary shares on the date of grant, taking into account the terms and conditions upon which the shares were granted.

The following table summarised the UATC's Restricted Shares activity for the current period:

	Number of Restricted Stocks
Outstanding as at 1 January 2024	1,082,800
Granted during the year	—
Exercised during the year	—
Forfeited during the year (note)	(18,270)
Outstanding as at 31 December 2024	1,064,530

Note: As at 31 December 2024, certain employees left UATC after the restricted shares granted.

UATC recognised the total expenses of RMB2,113,000 (2023: RMB5,456,000) for the year ended 31 December 2024 in relation to restricted share units granted.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

38. RETIREMENT BENEFITS SCHEME

Defined contribution plans

The employees of the Group's PRC subsidiaries are members of the state-managed retirement benefit scheme operated by the PRC government. The subsidiaries are required to contribute a certain percentage of their payroll to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefits scheme is to make the required contributions under the scheme.

The total cost charged to profit or loss of RMB276,955,000 (2023: RMB229,533,000) represents contributions paid to the retirement benefits scheme by the Group in respect of the current year.

Defined benefit plans

The Group sponsors a funded defined benefit plan for qualifying employees of UATC in Taiwan, China. The defined benefit plan is administered by a separate fund that is legally separated from the entity. The pension committee is composed of one or more members. The pension committee is required by law and by its articles of association to act in the interest of the fund and of all relevant stakeholders in the scheme, i.e. active employees, inactive employees, retirees, employers. The pension committee is responsible for the investment policy with regard to the assets of the fund.

The total cost charged to profit or loss for the year ended 31 December 2024 is RMB29,000 (2023: RMB25,000), representing the service cost and net interest on the net defined benefit liability.

The actuarial valuation showed that the market value of plan assets was RMB2,446,000 (2023: RMB2,303,000) and that the actuarial value of these assets outweighs the benefits that had accrued to members.

The amount included in the consolidated statement of financial position arising from the Group's obligation in respect of its defined benefit plan is as follows:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Present value of funded defined benefit obligations | — | — |
| Fair value of plan assets | 2,446 | 2,303 |
| Funded status and net asset arising from defined benefit obligation | 2,446 | 2,303 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

39. DEFERRED INCOME

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Government grants received
— non-current liabilities | 20,069 | 44,553 |

40. OTHER LONG-TERM LIABILITIES DUE WITHIN ONE YEAR

During the year ended 31 December 2020, the Group entered into an agreement with a local government agency in the PRC, who agreed to inject capital contribution amounting to RMB117,000,000 into Qingyuan Minth Automobile Parts Co., Ltd.* (清递敏實汽車零部件有限公司) ("Qingyuan Minth"), a subsidiary of the Group. Pursuant to the capital injection agreement, the local government agency would not participate in Qingyuan Minth's operation and management. The local government agency would enforce the right requiring the Group, and the Group is obligated, to redeem the capital injection from local government agency within five years after the receipt of the capital, together with interest calculated based on the below-market interest rate stipulated in the agreement. Therefore, the capital injection made by the local government agency is treated as a long-term liability. The difference between the present value of the long-term liability based on the expected repayment term and its principal amount is accounted for as government grant and recorded as deferred income. As at 31 December 2024, the carrying amount of this long-term liability together with the interest payable is RMB118,076,000 (31 December 2023: RMB112,829,000), which will be due within one year as disclosed in "Other long-term liabilities due within one year".

During the year ended 31 December 2019, the Group entered into an agreement with local government funds in the PRC to establish a partnership Jiaxing Minth Equity Investment Partnership Enterprise (Limited Partnership) (嘉興敏實定向股權投資合夥企業(有限合夥)) ("Jiaxing Partnership") with a period of 5 years, whose only investment target is Jiaxing Minhua Automotive Parts Co., Ltd. (嘉興敏華汽車零部件有限公司) ("Jiaxing Minhua"), a subsidiary of the Group. Pursuant to the agreement, the local government funds would contribute capital amounting to RMB800,000,000 into the Jiaxing Partnership. The local government funds would neither participate in Jiaxing Partnership's nor Jiaxing Minhua's operation and management. The local government funds would require the Group and the Group is obligated to redeem RMB800,000,000 of the capital contributed by the local government funds together with interest calculated based on the market interest rate, no later than the expiry of the operation period of Jiaxing Partnership. The interest could be recognised as a reduction of interest expenses incurred under the terms of the agreement when certain conditions are fulfilled during the operation period of Jiaxing Partnership. During the year ended 31 December 2022, the Group met certain conditions stipulated in the agreement under which corresponding government subsidies were recognised as a reduction of interest expenses incurred. The Group treats the capital contribution by the local government funds together with interest payable as a long-term liability and measures corresponding interest payable based on its best estimate. As at 31 December 2024, the carrying amount of this long-term liability together with the interest payable of RMB893,100,000 (31 December 2023: RMB874,500,000) was due, among which, the Group has subsequently redeemed RMB600,000,000 prior to the report date, and the remaining part is still under negotiation with local government on redemption method. Therefore, the whole balance of RMB893,100,000 was disclosed in "Other long-term liabilities due within one year".

The English names are for identification purposes only.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

41. RELATED PARTY TRANSACTIONS AND CONNECTED TRANSACTIONS

Saved as disclosed in the Directors' report, the transactions below do not fall within the definition of "connected transaction" or "continuing connected transaction" under the Listing Rules, or if otherwise, such transaction is fully exempt from announcement, shareholders' approval and review requirements under the Listing Rules during the year and prior year:

Relationship with related/connected party	Nature of transactions	2024 RMB'000	2023 RMB'000
A joint venture, in which the Group has a 50% equity interest	Sales of finished goods	32,720	40,364
	Purchases of finished goods/semi-finished goods	40,668	37,047
	Consulting services income	519	566
	Property rentals income	2,518	2,518
	Purchases of property, plant and equipment	—	45
	Other expense	345	766
	Sales of raw materials	7,427	3,842
	Proceeds from disposal of property, plant and equipment	—	11
	Sales of moulds	219	469
	Other income	442	673
	Purchases of moulds	—	5,863
A joint venture, in which the Group has a 50% equity interest	Consulting services income	7,438	7,599
	Purchases of finished goods/semi-finished goods	214,557	176,001
	Purchases of property, plant and equipment	—	100
	Sales of finished goods	939	2,160
	Sales of raw materials	115	2,464
	Other expense	640	1,150
	Property rentals income	1,396	1,372
	Utilities income	4,897	6,470
	Proceeds from disposal of property, plant and equipment	2,147	—
	Sales of moulds	3,503	—
	Purchases of moulds	8,505	—
A joint venture, in which the Group has a 30% (2023: 40%) equity interest	Utilities income	4,726	2,590
	Property rentals income	4,028	3,793
	Consulting services income	100	230
	Sales of finished goods	14	60
A joint venture, in which the Group has a 35% equity interest (note)	Utilities income	N/A	263
	Purchases of raw materials/semi-finished goods	N/A	47,131
	Sales of finished goods	N/A	2,846
An associate, in which the Group has a 35% equity interest	Property rentals income	35	25
	Utilities income	7	13

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

41. RELATED PARTY TRANSACTIONS AND CONNECTED TRANSACTIONS (CONTINUED)

Relationship with related/connected party	Nature of transactions	2024 RMB'000	2023 RMB'000
An associate, in which the Group has a 10% equity interest	Purchases of finished goods/semi-finished goods	27,378	16,164
An associate, in which the Group has a 30% equity interest	Sales of finished goods/raw materials	1,016	517
	Purchases of raw materials	1,953	4,561
	Property rentals income	2,577	2,589
	Utilities income	609	593
	Other expense	—	432
An associate, in which the Group has a 40% equity interest	Purchases of finished goods/semi-finished goods	16,541	28,437
	Sales of finished goods	20	86
	Other expense	17,498	—
An associate, in which the Group has a 35% equity interest	Purchases of semi-finished goods/raw materials	510	1,658
	Purchases of moulds	130	1,008
	Purchases of property, plant and equipment	63	—
An associate, in which the Group has a 49% equity interest	Consulting services income	14,505	3,758
	Purchases of raw materials	6,187	181
	Interest income	—	594
	Utilities income	—	2,240
	Other expense	60	—
Non-controlling shareholders of subsidiaries	Sales of finished goods	—	201
	Purchases of raw materials and moulds	864	3,186
	Other expense	792	184
	Technology support services charges	4,611	12,067
	Purchases of intangible assets	—	2,382
Companies in which Mr. Chin and his family have control	Sales of raw materials	30	—
	Sales of moulds	220	2,507
	Purchases of finished goods	28,054	11,355
	Purchases of raw materials/semi-finished goods	5,010	5,693
	Technology support services charges	4,030	1,158
	Consulting services income	—	25
	Property rentals payment	6,516	3,334
	Other expense	29,751	8,763
	Purchases of property, plant and equipment	248	349
	Utilities income	3,595	2,960

Note:
A joint venture was no longer the related party of the Group since July, 2023. The transactions for the previous year disclosed above represented the transactions between January 1, 2023 and June 30, 2023.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 31 December 2024

41. RELATED PARTY TRANSACTIONS AND CONNECTED TRANSACTIONS (CONTINUED)

The remuneration of Directors and other members of key management during the year is as follows:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Short-term benefits | 8,148 | 7,194 |
| Post-employment benefits | 43 | 71 |
| Share-based payments | 2,418 | 632 |
| | 10,609 | 7,897 |

The remuneration of Directors and key executives is determined by the remuneration committee having regard to the performance of individuals and market trends.

42. FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Financial assets: | | |
| Financial assets at amortised cost (including cash and cash equivalents) | 11,015,427 | 11,554,336 |
| Derivative financial assets | 22,421 | 22,165 |
| Financial assets at FVTPL | 1,264,886 | 29,578 |
| Debt instruments at FVTOCI | 314,881 | 584,837 |
| Financial liabilities: | | |
| Amortised cost | 15,768,339 | 16,791,934 |
| Derivative financial liabilities | 34,631 | 8,038 |

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies

The Group's major financial instruments include trade and other receivables, cash and cash equivalents, pledged bank deposits and time deposits, time deposits, debt instruments at FVTOCI, derivative financial assets/liabilities, financial assets at FVTPL, loan receivable, borrowings, trade and other payables, other long-term liabilities and other long-term liabilities due within one year. Details of the financial instruments are disclosed in respective notes. The risks associated with these financial instruments include market risk (currency risk and interest rate risk), credit risk and liquidity risk and risks arising from the interest rate benchmark reform. The policies on how to mitigate these risks are set out below. The management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Market risk

(i) Currency risk

The Group's exposure to foreign currency risk is arising mainly from:

The Company and certain subsidiaries have bank balances denominated in foreign currencies.
Certain subsidiaries of the Group also have foreign currency denominated sales and purchases and certain trade receivables and payables of these subsidiaries are denominated in foreign currencies other than the functional currency of respective subsidiaries (i.e. RMB, US$, etc.).
The Company and certain subsidiaries also have borrowings denominated in foreign currencies.

The carrying amounts of the Group's major foreign currency denominated monetary assets and monetary liabilities at the end of reporting period are as follows:

	Liabilities		Assets
	2024 RMB'000	2023 RMB'000	2024 RMB'000	2023 RMB'000
US$	1,771,509	239,297	2,685,307	1,325,400
EUR	2,433,881	4,588,420	1,063,330	565,414
JPY	51,273	51,290	171,965	95,229
HK$	248,549	8,142	34,990	15,548
MXN	102,777	126,594	43,598	34,917
	4,607,989	5,013,743	3,999,190	2,036,508

The Group also entered into certain foreign exchange forward contracts, foreign exchange structural option contracts and cross-currency swap contracts to mitigate its foreign currency exposure.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Market risk (Continued)

(i) Currency risk (Continued)

Sensitivity analysis

This sensitivity analysis details the Group's sensitivity to a 5% (2023: 5%) increase and decrease in RMB against the relevant foreign currencies. 5% (2023: 5%) represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% (2023: 5%) change in foreign currency rates. A positive number below indicates an increase in post-tax profit where RMB strengthens 5% (2023: 5%) against the relevant currency while a negative number indicates a decrease in post-tax profit.

This sensitivity analysis also details the Group's sensitivity to a 5% (2023: 5%) increase and decrease in US$ against the relevant foreign currencies. 5% (2023: 5%) represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% (2023: 5%) change in foreign currency rates.

	2024 RMB'000	2023 RMB'000
If RMB strengthens against US$	(28,691)	(332,244)
If RMB weakens against US$	28,691	332,244
If RMB strengthens against EUR	86,137	1,345,318
If RMB weakens against EUR	(86,137)	(1,345,318)
If RMB strengthens against JPY	(5,842)	(105)
If RMB weakens against JPY	5,842	105
If RMB strengthens against HK$	9,038	(289)
If RMB weakens against HK$	(9,038)	289
If US$ strengthens against EUR	41	1,046
If US$ weakens against EUR	(41)	(1,046)
If US$ strengthens against MXN	2,504	1,649
If US$ weakens against MXN	(2,504)	(1,649)
If US$ strengthens against JPY	170	2
If US$ weakens against JPY	(170)	(2)

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Market risk (Continued)

(ii) Interest rate risk

The Group is exposed to fair value interest rate risk in relation to fixed-rate bank deposits, bank borrowings and lease liabilities. The Group is also exposed to cash flow interest rate risk in relation to variable-rate bank balances and bank borrowings (see notes 28 and 31). The Group's exposures to interest rates on interest rate swap contracts and foreign exchange structural option contracts are detailed in the liquidity risk management section of this note. The Group monitors interest rate exposure and will consider hedging significant interest rate exposure should the need arise.

Sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for variable-rate financial instruments (including bank balances and borrowings) at the end of the reporting period. The analysis is prepared assuming the balances outstanding at the end of the reporting period were outstanding for the whole year. A 50 basis point (2023: 50 basis point) increase or decrease in interest rates on variable-rate bank balances and a 50 basis point (2023: 50 basis point) increase or decrease in interest rates on variable-rate borrowings represent management's assessment of the reasonably possible change in interest rates.

If interest rates on variable-rate bank balances had been 50 basis point (2023: 50 basis point) higher/ lower and all other variables were held constant, the Group's post-tax profit would have increased/ decreased by RMB10,329,000 (2023: increased/decreased by RMB9,119,000). If interest rates on variable-rate borrowings had been 50 basis point (2023: 50 basis point) higher/ lower and all other variables were held constant, the Group's post-tax profit would have decreased/increased by RMB27,681,000 (2023: decreased/increased by RMB32,321,000). This is mainly attributable to the Group's exposure to interest rates on its variable-rate bank balances and borrowings.

(iii) Other price risk

The Group is exposed to equity price risk through its investments in equity securities measured at FVTPL. The management of the Group manages this exposure by maintaining a portfolio of investments with different risks. The Group has appointed a special team to monitor the price risk to ensure that follow-up action is taken to recover the relevant risk.

Sensitivity analysis

The sensitivity analysis has been determined based on the exposure to equity price risk at the reporting date.

If the prices of the respective financial assets at FVTPL had been 10% (2023: Nil) higher/ lower, the post-tax profit for the year ended December 31, 2024 would increase/decrease by 17,212,000 (2023: Nil) as a result of the changes in fair value of listed equity investments at FVTPL.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment

The Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recognised financial assets and contract assets as stated in the consolidated statement of financial position.

Trade receivables and contract assets arising from contracts with customers

The customers of the Group are mainly sizable domestic and international automobile manufacturers and certified suppliers of those automobile manufacturers. The Group arranges production plan and deliver automobile body parts strictly following orders from customers in accordance with the production plan of the customers. For mould development, the Group requires certain prepayment in advance before the commencement of development. Furthermore, the management of the Group has delegated a team responsible for determination of credit limits and credit approvals. Before accepting any new customer, the Group uses an internal credit scoring system to assess the potential customer's credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed once a year. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. In this regard, the Directors consider that the Group's credit risk is significantly reduced.

As part of the Group's impairment assessment, the Group uses provision matrix to assess the impairment for its customers excluding those debtors with high credit risk because these customers consist of a large number of customers with common risk characteristics that are representative of the customers' abilities to pay all amounts due in accordance with the contractual terms. The provision matrix is based on internal credit ratings as groupings of various debtors that have similar loss patterns. The measurement of ECL on trade receivables and contract assets with high credit risk are assessed on an individual basis.

The estimated loss rates are estimated based on historical observed default rates over the expected life of the debtors and are adjusted for forward-looking information that is available without undue cost or effort. The grouping is regularly reviewed by management to ensure relevant information about specific debtors is updated.

Pledged bank deposits and time deposits/time deposits/cash and cash equivalents

Credit risk on pledged bank deposits and time deposits/time deposits/cash and cash equivalents is limited because the counterparties are reputable banks with high credit ratings assigned by credit agencies. The Group assessed 12m ECL for pledged bank deposits and time deposits/time deposits/cash and cash equivalents by reference to information relating to probability of default and loss given default of the respective credit rating grades published by external credit rating agencies. Based on the average loss rates, the 12m ECL on pledged bank deposits and time deposits/time deposits/cash and cash equivalents is considered to be insignificant and therefore no loss allowance was recognised/to specify the amount of impairment made.

Other receivables and loan receivables

The Group makes individual assessment for significant outstanding items and portfolio assessment for other items with a large number of insignificant balances on the recoverability of other receivables and loan receivables on 12m ECL basis.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment (Continued)

Debt instruments at FVTOCI

The Group's debt instruments at FVTOCI are bills receivables that are accepted by banks with high credit rating. Therefore, these bills receivables are considered to be at low credit risk and the loss allowance is measured on 12m ECL basis.

The Group has concentration of credit risk on trade receivables. At 31 December 2024, the Group's ten largest customers accounted for 24% (2023: 28%) of the total trade receivables.

The Group's concentration of credit risk by geographical locations is mainly in the PRC, which accounted for 63% (2023: 68%) of the total trade receivables as at 31 December 2024.

The tables below detail the credit risk exposures of the Group's financial assets and contract assets, which are subject to ECL assessment:

	Notes	Internal credit rating	12-month or lifetime ECL	2024 Gross carrying amount RMB'000	2023 Gross carrying amount RMB'000
Debt instruments at FVTOCI	21	N/A	12-month ECL	314,881	584,837
Financial assets at amortised costs
Loan receivables		N/A	12-month ECL	26,037	27,777
Time deposits	28	N/A	12-month ECL	1,063,624	453,293
Pledged bank deposits and time deposits	28	N/A	12-month ECL	1,770,568	1,840,456
Cash and cash equivalents	28	N/A	12-month ECL	2,440,779	4,165,305
Bills receivables	24	(note i)	12-month ECL	559	—
Other receivables and interest receivables	24	(note i)	12-month ECL	329,261	327,477
			Lifetime ECL (credit-impaired)	—	951
				329,261	328,428
Trade receivables	24	(note ii)	Lifetime ECL (not credit-impaired)	5,245,094	4,666,996
			Lifetime ECL (credit-impaired)	198,261	123,603
				5,443,355	4,790,599
Other items
Contract assets	25	(note ii)	Lifetime ECL (not credit-impaired)	1,292,767	1,206,429
			Lifetime ECL (credit-impaired)	8,016	8,016
				1,300,783	1,214,445

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment (Continued)

Notes:

(i) For the purposes of internal credit risk management, the Group uses past due information to assess whether credit risk has increased significantly since initial recognition.

2024	Not past due/No fixed repayment
	Past due RMB'000	Terms RMB'000	Total RMB'000
Other receivables and interest receivables	—	329,261	329,261
Bills receivables	—	559	559
	—	329,820	329,820
2023	Not past due/No fixed repayment
	Past due RMB'000	Terms RMB'000	Total RMB'000
Other receivables and interest receivables	951	327,477	328,428
	951	327,477	328,428

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment (Continued)

Notes: (Continued)

(ii) For trade receivables and contract assets, the Group has applied the simplified approach in HKFRS 9 to measure the loss allowance at lifetime ECL. Except for debtors which are credit-impaired, the Group determines ECL on these items by using a provision matrix.

As part of the Group's credit risk management, trade receivables and contract assets have been grouped based on a systematic internal credit rating with reference to a matrix of factors including the customer's nature, ageing analysis, recent financial performance of the customer and historical credit loss experience. Each group consists of a large number of customers with common risk characteristics that are representative of the customers' abilities to pay all amounts due in accordance with the contractual terms. When assessing the internal credit rating of the customers, the rank and size of customers, the financial performance are considered. The following table provides information about the exposure to credit risk and ECL for trade receivables and contract assets which are assessed collectively based on provision matrix as at 31 December 2024 and 2023 within lifetime ECL.

2024	Average loss rate	Impairment loss allowance RMB'000	Trade receivables gross carrying amount RMB'000	Contract assets gross carrying amount RMB'000	Total RMB'000
Customer Group A	0.13%	6,943	4,195,969	1,292,767	5,488,736
Customer Group B	0.39%	3,561	909,332	—	909,332
Customer Group C	0.97%	2,829	292,632	—	292,632
2023	Average loss rate	Impairment loss allowance RMB'000	Trade receivables gross carrying amount RMB'000	Contract assets gross carrying amount RMB'000	Total RMB'000
---	---	---	---	---	---
Customer Group A	0.16%	7,870	3,733,413	1,206,429	4,939,842
Customer Group B	0.35%	2,828	810,270	—	810,270
Customer Group C	0.36%	756	207,799	—	207,799

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment (Continued)

As at 31 December 2024, trade receivables amounting to RMB45,422,000 (As at 31 December 2023: RMB39,117,000) and contract assets amounting to RMB8,016,000 (As at 31 December 2023: RMB8,016,000) with high credit risk are assessed for ECL individually.

The following table shows the movement in lifetime ECL that has been recognised for trade receivables under the simplified approach.

| | Lifetime ECL (not credit-impaired)
RMB'000 | Lifetime ECL (credit-impaired)
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- |
| As at 1 January 2023 | 2,792 | 27,533 | 30,325 |
| Impairment losses recognised | 2,990 | 22,166 | 25,156 |
| Impairment losses reversed | (2,529) | (617) | (3,146) |
| Transfer to credit-impaired | (1,082) | 1,082 | — |
| Write-offs | — | (1,764) | (1,764) |
| As at 31 December 2023 | 2,171 | 48,400 | 50,571 |
| Impairment losses recognised | 2,053 | 16,556 | 18,609 |
| Impairment losses reversed | (1,609) | (631) | (2,240) |
| Transfer to credit-impaired | (695) | 695 | — |
| Write-offs | — | (8,185) | (8,185) |
| As at 31 December 2024 | 1,920 | 56,835 | 58,755 |

The Group writes off a trade receivable when there is information indicating that debtors are in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtors have been placed under liquidation.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Credit risk and impairment assessment (Continued)

The following table shows reconciliation of loss allowances that has been recognised for other receivables and interest receivables.

| | 12-month ECL
RMB'000 | Lifetime ECL
(not credit-impaired)
RMB'000 | Lifetime ECL
(credit-impaired)
RMB'000 | Total
RMB'000 |
| --- | --- | --- | --- | --- |
| As at 1 January 2023 | — | — | 1,476 | 1,476 |
| Impairment losses recognised | — | — | — | — |
| Impairment losses reversed | — | — | — | — |
| Transfer to credit-impaired | — | — | — | — |
| Transfer to lifetime ECL | — | — | — | — |
| Write-offs | — | — | (524) | (524) |
| As at 31 December 2023 | — | — | 951 | 951 |
| Impairment losses recognised | — | — | — | — |
| Impairment losses reversed | — | — | — | — |
| Transfer to credit-impaired | — | — | — | — |
| Transfer to lifetime ECL | — | — | — | — |
| Write-offs | — | — | (951) | (951) |
| As at 31 December 2024 | — | — | — | — |

Liquidity risk

The Group closely monitors its cash position resulting from its operations and maintains a level of cash and cash equivalents deemed adequate by the management to enable the Group to meet in full its financial obligations as they fall due for the foreseeable future.

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities based on the agreed repayment terms. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. Specifically, bank loans with a repayment on demand clause are included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. In addition, the following tables detail the Group's liquidity analysis for its derivative instruments. The tables have been drawn up based on the undiscounted net inflows and outflows on those derivatives.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Liquidity risk (Continued)

Liquidity tables

	Weighted average interest rate %	Repayable on demand or less than three months RMB'000	Three months to six months RMB'000	Six months to one year RMB'000	More than one year RMB'000	Total undiscounted cash flows RMB'000	Carrying amount RMB'000
2024
Non-derivative financial liabilities
Trade and other payables	—	6,014,343	323,764	—	—	6,338,107	6,338,107
Lease liabilities	1.30–4.17	8,344	5,738	9,492	67,389	90,963	84,179
Borrowings	3.63	5,683,740	277,947	20,377	2,634,602	8,616,666	8,419,056
Other long-term liabilities due within one year	2.12	893,277	—	121,407	—	1,014,684	1,011,176
		12,599,704	607,449	151,276	2,701,991	16,060,420	15,852,518
Derivative-net settlement
Foreign exchange structural option contracts
— outflow		2,239	965	2,790	—	5,994	5,994
— inflow		(777)	(429)	(465)	—	(1,671)	(1,671)
Cross-currency swap contracts
— outflow		2,029	12,554	—	14,054	28,637	28,637
— inflow		—	(19,124)	—	(863)	(19,987)	(19,987)
Interest rate swap contracts
— inflow		—	—	(763)	—	(763)	(763)
		3,491	(6,034)	1,562	13,191	12,210	12,210

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management objectives and policies (Continued)

Liquidity risk (Continued)

Liquidity tables (Continued)

	Weighted average interest rate %	Repayable on demand or less than three months RMB'000	Three months to six months RMB'000	Six months to one year RMB'000	More than one year RMB'000	Total undiscounted cash flows RMB'000	Carrying amount RMB'000
2023 Non-derivative financial liabilities
Trade and other payables	—	5,755,084	357,107	4,091	—	6,116,282	6,116,282
Lease liabilities	1.98	5,103	5,715	10,364	71,742	92,924	86,178
Borrowings	3.74	5,532,411	64,745	361,282	3,976,354	9,934,792	9,688,323
Other long-term liabilities	2.12	—	—	893,277	121,407	1,014,684	987,329
		11,292,598	427,567	1,269,014	4,169,503	17,158,682	16,878,112
Derivative-net settlement
Foreign exchange structural option contracts
— outflow		—	67	—	—	67	67
Cross-currency swap contracts
— outflow		—	—	—	6,265	6,265	6,265
Interest rate swap contracts
— inflow		—	—	(1,411)	(2,361)	(3,772)	(3,772)
		—	67	(1,411)	3,904	2,560	2,560
Derivative-gross settlement
Foreign exchange forward contracts
— inflow		(705,976)	(324,707)	(129,287)	—	(1,159,970)	(18,393)
— outflow		700,264	316,898	126,121	—	1,143,283	1,706
		(5,712)	(7,809)	(3,166)	—	(16,687)	(16,687)

The amounts included above for variable-rate instruments for non-derivative financial liabilities are subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

(c) Fair value

The fair value of financial assets and financial liabilities are determined as follows:

The fair value of derivative instruments is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair value (Continued)

The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate their fair values.

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Group's financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and input(s) used), as well as the level of the fair value hierarchy into which the fair value measurements are categorised (levels 1 to 3) based on the degree to which the inputs to the fair value measurements is observable.

Financial assets/financial liabilities	Fair value as at		Fair value hierarchy	Basis of fair value measurement/valuation technique(s) and key input(s)
		31/12/2024			31/12/2023
1)	Foreign exchange forward contracts	N/A	Assets - RMB18,393,000
Liabilities - RMB1,706,000	Level 2	Discounted cash flow. Future cash flows are estimated based on forward exchange rates (from observable forward exchange rate at the end of the reporting period) and contracted forward rates, discounted at a rate that reflects the credit risk of various counterparties.
2)	Interest rate swaps contracts	Assets - RMB763,000	Assets - RMB3,772,000	Level 2	Discounted cash flow. Future cash flows are estimated based on applicable yield curves derived from quoted interest rates and contracted interest rates on each maturity date and contracted forward interest rate at the end of the final maturity date, discounted at a rate that reflects the credit risk of various counterparties.
3)	Debt instruments at FVTOCI	Assets - RMB314,881,000	Assets - RMB584,837,000	Level 2	Discounted cash flow. Future cash flows are estimated based on discount rate observed in the available market.
4)	Cross-currency swap contracts	Assets - RMB19,987,000
Liabilities - RMB28,637,000	Liabilities - RMB6,265,000	Level 2	Discounted cash flow. Future cash flows are estimated based on applicable yield curves derived from quoted interest rates, contracted interest rates on each maturity date and forward exchange rate and contracted forward rate at the end of the final maturity date, discounted at a rate that reflects the credit risk of various counterparties.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair value (Continued)

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)

Financial assets/financial liabilities	Fair value as at		Fair value hierarchy	Basis of fair value measurement/valuation technique(s) and key input(s)
		31/12/2024			31/12/2023
5)	Foreign exchange structural option contracts	Assets – RMB1,671,000
Liabilities – RMB5,994,000	Liabilities – RMB67,000	Level 3	Fair value is derived using binomial tree computation method. The key parameters used include forward exchange rates (from observable forward exchange rate at the end of the reporting period), contracted exchange rates, discount rate, risk-free rate, time to maturity, and volatility.
6)	Financial assets at FVTPL	N/A	Assets – RMB29,578,000	Level 3	Calculated based on pricing/yield such as price-to sales (P/S) of comparable companies with an adjustment of discount for lack of marketability.
7)	Financial assets at FVTPL	Assets – RMB204,217,000	N/A	Level 1	Calculated based on active market quoted transaction price.
8)	Financial assets at FVTPL	Assets – RMB1,060,669,000	N/A	Level 3	Discounted at a rate that reflects the credit risk and volatility. Future cash flows are estimated based on estimated return.

The Directors of the Company consider that the carrying amounts of financial assets and financial liabilities measured at amortised cost in the consolidated financial statements approximate their fair values.

As stated in Note 26, an unlisted equity investment has become a listed entity on NASDAQ stock market in 2024, with the shares traded in an active market. Therefore, the fair value of the investment as at December 31, 2024 was determined based on the market price quotation available on the NASDAQ stock market and was classified as Level 1 of the fair value hierarchy.

There were no transfers between Level 1 and 2 in the current and prior years.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

42. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair value (Continued)

Fair value of the Group's financial assets and financial liabilities that are measured at fair value on a recurring basis (Continued)

Reconciliation of Level 3 fair value measurement:

	Assets		Liabilities
	Foreign exchange structural option contracts RMB'000	Financial assets at FVTPL RMB'000	Foreign exchange structural option contracts RMB'000
Balance as at 1 January 2023	358	28,269	(16)
Addition	—	—	—
Fair value changes	—	—	(67)
Settlements	(358)	—	16
Exchange adjustments	—	1,309	—
Balance as at 31 December 2023	—	29,578	(67)
Addition	—	1,073,015	—
Fair value changes	1,671	(17,481)	(5,994)
Settlements	—	(14,237)	67
Transfer to level 1	—	(14,675)	—
Exchange adjustments	—	4,469	—
Balance as at 31 December 2024	1,671	1,060,669	(5,994)

Of the total gains or losses for the year included in profit or loss, loss of RMB21,804,000 (2023: loss of RMB67,000) relates to foreign exchange structural option contracts and financial assets at FVTPL held at the end of the current reporting period. Fair value gains or losses on foreign exchange structural option contracts classified as derivative financial assets are included in 'other gains and losses'.

(d) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimization of the debt and equity balance. The Group's overall strategy remains unchanged from prior year.

The capital structure of the Group consists of net debt, which includes the borrowings, other long-term liabilities due within one year disclosed in notes 31 and 40 net of cash and cash equivalents and equity attributable to owners of the Company, comprising issued share capital, reserves and retained profits.

The Directors review the capital structure on a regular basis. As part of this review, the Directors consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the Directors, the Group will balance its overall capital structure through the payment of dividends, new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

43. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities:

	Lease liabilities RMB'000 (note 34)	Borrowings RMB'000 (note 31)	Other long-term liabilities within one year RMB'000 (note 40)	Dividend payable to non-controlling interests RMB'000 (note 29)	Interest payable RMB'000 (note 29)	Total RMB'000
As at 1 January 2024	86,178	9,688,323	987,329	10,621	—	10,772,451
Financing cash flows	(29,951)	(1,104,367)	—	(32,533)	(497,275)	(1,664,126)
Non-cash changes:
Net foreign exchange gains	(297)	(148,456)	—	—	—	(148,753)
Interest expenses	7,191	—	16,554	—	497,275	521,020
Dividends declared to non-controlling interests	—	—	—	39,848	—	39,848
Amortization of deferred income	—	—	4,233	—	—	4,233
Transfer to property, plant and equipment	—	—	3,060	—	—	3,060
Exchange differences arising on translation of foreign operation	—	(16,444)	—	—	—	(16,444)
Lease liabilities arising on the new lease agreements	21,058	—	—	—	—	21,058
At 31 December 2024	84,179	8,419,056	1,011,176	17,936	—	9,532,347
	Lease liabilities RMB'000 (note 34)	Borrowings RMB'000 (note 31)	Other long-term liabilities RMB'000 (note 40)	Dividend payable RMB'000 (note 29)	Dividend payable to non-controlling interests RMB'000 (note 29)	Interest payable RMB'000 (note 29)
---	---	---	---	---	---	---
As at 1 January 2023	99,965	8,198,196	963,716	—	21,333	—
Financing cash flows	(19,867)	1,202,176	—	(602,553)	(141,648)	(499,292)
Non-cash changes:
Net foreign exchange gains	3,185	267,475	—	—	—	—
Interest expenses	1,167	—	15,040	—	—	499,292
Dividends recognised as distribution	—	—	—	602,553	—	—
Dividends declared to non-controlling interests	—	—	—	—	130,936	—
Amortization of deferred income	—	—	4,075	—	—	—
Transfer to property, plant and equipment	—	—	4,498	—	—	—
Exchange differences arising on translation of foreign operation	—	20,476	—	—	—	—
Lease liabilities arising on the new lease agreements	4,478	—	—	—	—	—
Termination of lease contract	(2,750)	—	—	—	—	—
At 31 December 2023	86,178	9,688,323	987,329	—	10,621	—

ANNUAL REPORT 2024
181

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

44. SUBSIDIARIES

Details of the Company's material subsidiaries as at 31 December 2024 and 2023 are as follows:

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Sinoone Holdings Limited	British Virgin Islands	100%	100%	US$1	Investment holding
Decade Industries Limited	British Virgin Islands	100%	100%	US$1	Investment holding
Mindway Holdings Limited	British Virgin Islands	100%	100%	US$1	Investment holding
Forecast Industries Limited	British Virgin Islands	100%	100%	US$1	Investment holding
Wealthfield Holdings Limited	British Virgin Islands	100%	100%	US$1	Investment holding
展圖控股有限公司(Cheerplan Holdings Limited)	British Virgin Islands	100%	100%	US$1	Investment holding
恒銀國際有限公司(Constant Gain International Limited)	British Virgin Islands	100%	100%	US$2	Investment holding
Franshoke Investments Limited	British Virgin Islands	100%	100%	US$1	Investment holding
Enboma Investments Limited	British Virgin Islands	100%	100%	US$39,000,000	Investment holding
i-Sun Limited	British Virgin Islands	100%	100%	US$1,988,424	Investment holding
司諾(香港)有限公司(Sinoone (HK) Limited)	Hong Kong	100%	100%	HK$675,156,306	Investment holding
時銘(香港)有限公司(Decade (HK) Limited)	Hong Kong	100%	100%	HK$19,824	Investment holding
睿途(香港)有限公司(Mindway (HK) Limited)	Hong Kong	100%	100%	HK$403,597,087	Investment holding
展圖(香港)有限公司(Cheerplan (HK) Limited)	Hong Kong	100%	100%	HK$4,620,219,992	Investment holding
泰琳發展有限公司(Talentlink Development Limited)	Hong Kong	100%	100%	HK$10,000/US$84,749,000	Investment holding
敬實財務有限公司(Minth Financial Limited)	Hong Kong	100%	100%	HK$10,000	Bookkeeping service
Minth Investment	Hong Kong	100%	100%	HK$42,534,337	Investment holding

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
氮仕國際有限公司
(Minth International Limited)	Hong Kong	100%	100%	HK$4,000,000	Import and export trading, logistics, technology import, and investment holding
嘉興司諾投資有限公司
(Jiaxing Sinoone Investments Co., Ltd.)*	the PRC as a wholly-owned foreign investment enterprise ("WOFE")	100%	100%	US$566,620,000	Investment holding
寧波信泰機械有限公司
(Ningbo Shintai Machines Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$27,340,000	Design, manufacture, development and sales of automobile body parts
天津信泰汽車零部件有限公司
(Tianjin Shintai Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$26,550,000	Manufacture and sales of automobile body parts
嘉興敏惠汽車零部件有限公司
(Jiaxing Minhui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$551,390,000	Manufacture and sales of automobile body parts
嘉興敏勝汽車零部件有限公司
(Jiaxing Minsheng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$164,400,000	Manufacture and sales of automobile body parts
Cheerplan China	the PRC as a WOFE	100%	100%	US$692,050,000	Investment holding
Minth North America, Inc.	the USA	100%	100%	US$15,940,000	Research and marketing development
嘉興敏寶機械有限公司
(Jiaxing Minth Machines Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$158,000,000	Design, manufacture, development and sales of automobile body parts
Minth Japan 株式會社
(Minth Japan Co., Ltd.)	Japan	100%	100%	JPY95,000,000	Act as an agent of sales of automobile body parts and purchase of raw materials
Minth Aapico (Thailand) Co., Ltd.	Thailand	60%	60%	Thai Baht ("THB") 378,500,000	Design, manufacture, development and sales of automobile body parts
寧波泰勇汽車零部件有限公司
(Ningbo Taiyong Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$63,000,000	Manufacture and sales of automobile body parts

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
嘉興國威汽車零部件有限公司(Jiaxing Guowei Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$1,500,000	Design, manufacture, development and sales of automobile body parts
嘉興敏凱汽車零部件有限公司(Jiaxing Kittel-Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$40,000,000	Design, manufacture, development and sales of automobile body parts
Minth GmbH	Germany	100%	100%	EUR500,000	Customer service and market development
廣州敏實汽車零部件有限公司(Guangzhou Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$57,400,000	Design, manufacture, development and sales of automobile body parts
煙台和瑞汽車零部件有限公司(Yantai Herui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$4,000,000	Design, manufacture, development and sales of automobile body parts
淮安和通汽車零部件有限公司(Huaian Hetong Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$12,000,000	Manufacture, development and sales of automobile body parts and motor system for electric vehicle
武漢和盛汽車零部件有限公司(Wuhan Hesheng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$27,000,000	Design, manufacture, development and sales of automobile body parts
武漢東海敏實汽車零部件有限公司(Wuhan Tokai Minth Automotive Parts Co., Ltd.)* (note 33)	the PRC as a foreign equity joint venture enterprise	50%	50%	US$10,000,000	Design, manufacture, development and sales of automobile body parts
銘仕國際澳門離岸商業服務有限公司(Minth International Macau Commercial Offshore Limited)	Macau	100%	100%	Macau Pataca 100,000	Import and export trading, logistics, technology import, and investment holding
江蘇和興汽車科技有限公司(Jiangsu Hexing Automotive Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$160,000,000	Design, manufacture, development and sales of automobile body parts
Minth Asia Pacific Co., Ltd.(formerly known as Minth Automobile Part (Thailand) Co., Ltd.)	Thailand	100%	100%	THB800,000,000	Manufacture and sales of automobile body parts

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Development (Thailand) Co., Ltd.	Thailand	100%	100%	THB85,000,000	Manufacture and sales of automobile body parts
北京敏實汽車零部件有限公司(Bejing Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB115,000,000	Design, manufacture, development and sales of automobile body parts
鄭州敏惠汽車零部件有限公司(Zhengzhou Minhui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB90,000,000	Design, manufacture and sales of automobile body parts
天津敏信機械有限公司(Tianjin Minshin Machines Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$13,210,000	Research and development, design, production and sales of automobile body parts and related products
敏實投資有限公司(Minth Investments Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$644,500,000	Investment holding
清遠敏惠汽車零部件有限公司(Qingyuan Minhui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$27,300,000	Manufacture and sales of automobile body parts
CST GmbH	Germany	100%	100%	EUR250,000	Manufacture and sales of automobile body parts
嘉興裕廷勁業服務管理有限公司(Jiaxing Yuting Property Services Management Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB18,000,000	Properties services management
PTI	the USA	100%	100%	US$16.70	Design, manufacture, development and sales of automobile body parts
Jiaxing Minde	the PRC as a WOFE	100%	100%	US$10,000,000	Design, manufacture, development and sales of automobile body parts
浙江敏泰科技有限公司(Zhejiang Min Tai Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$40,000,000	Design, manufacture, and sales of automobile body parts
Minth Mexico, S.A. DE C.V.	Mexico	100%	100%	US$9,185,424	Design, manufacture, development and sales of automobile body parts

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Mexico Coating, S.A. de C.V.	Mexico	100%	100%	US$100,000,000	Design, manufacture, import, export and sales of automobile body parts
Minth Tennessee International, LLC	the USA	100%	100%	US$20,000,000	Design, manufacture and sales of automotive parts
Qingyuan Minth	the PRC as a WOFE	100%	100%	RMB397,000,000	Manufacture and sales of automobile body parts
浙江敏盛汽車零部件有限公司
(Zhejiang Minsheng Automotive Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB257,631,200	Manufacture and sales of automobile body parts
寧波敏實汽車零部件技術研發有限公司
(Ningbo Minth Automotive Parts Research & Development Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$61,500,000	Design, manufacture and sales of metal moulds and automobile body parts manufacturing equipment
嘉興信元精密模具科技有限公司
(Jiaxing Shinyou Mould Tech Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$55,000,000	Design and manufacture of moulds
敏實汽車技術研發有限公司
(Minth Automotive Technology Research & Development Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB2,143,000,000	Design, manufacture and sales of metal moulds and automobile body parts manufacturing equipment
浙江信正精密科技有限公司
(Zhejiang Xinzheng Precision Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$25,000,000	Design, manufacture and sales of moulds
浙江敏誠自動化科技有限公司
(Zhejiang Min Cheng Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB9,137,900	Design, manufacture and sales of automation machines, software and production lines
浙江敏實科技有限公司
(Zhejiang Minth Science & Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$10,000,000	Design, manufacture and sales of metal moulds and automobile body parts manufacturing equipment
長春敏實汽車零部件有限公司
(Changchun Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$5,000,000	Manufacture and sales of automobile body parts

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
UATC (note 33)	Taiwan	36.45%	36.45%	NTD2,000,000,000	Manufacture and sales of bicycle parts and computer parts
中升興業股份有限公司
(SPTek Limited)(note iii)	Taiwan	N/A	89.10%	NTD120,000,000	Design and manufacture of automobile body parts
嘉興敏創股權投資有限公司
(Jiaxing Minchuang Equity Investment Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB20,000,000	Investment holding
Jiaxing Partnership	the PRC as a limited partnership	59.995%	59.995%	RMB2,000,000,000	Investment holding
Guangzhou Tokai (note 33)	the PRC as a foreign equity joint venture enterprise	50%	50%	US$8,000,000	Manufacture and sales of automotive parts
嘉興敏信安全玻璃有限責任公司
(Jiaxing Minxin Safety Glass Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$50,000,000	Design and manufacture of automobile glass
湖北敏實汽車零部件有限公司
(Hubei Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$50,000,000	Manufacture and sales of automobile body parts
浙江敏能科技有限公司
(Zhejiang Minneng Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB103,000,000	Manufacture and sales of automobile body parts
瀋陽敏能汽車零部件有限公司
(Shenyang Minneng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB74,000,000	Manufacture and sales of automobile body parts
湖北敏能汽車零部件有限公司
(Hubei Minneng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB500,000,000	Manufacture and sales of automobile body parts
鄭州敏能汽車零部件有限公司
(Zhengzhou Minneng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB49,000,000	Manufacture and sales of automobile body parts
Jiaxing Minhua	the PRC as a WOFE	100%	100%	RMB3,000,000,000	Manufacture and sales of automobile body parts

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Korea Co., Ltd.	Korea	100%	100%	US$84,760	Manufacture and sales of automobile body parts
福州信泰汽車零部件有限公司(Fuzhou Shintai Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB108,511,993	Manufacture and sales of automobile body parts
重慶長泰汽車零部件有限公司(Chongqing Changtai Automobile Spare Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$4,200,000	Manufacture and sales of automobile body parts
Guangzhou Minhui (note 33)	the PRC as a foreign equity joint venture enterprise	70%	70%	US$5,350,000	Manufacture and sales of automobile body parts
武漢敬惠汽車零部件有限公司(Wuhan Minhui Automobile Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$9,500,000	Manufacture and sales of automobile body parts
重慶敬特汽車零部件有限公司(Chongqing Minte Automobile Spare Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$5,000,000	Manufacture and sales of automobile body parts
嘉興敬瑞汽車零部件有限公司(Jiaxing Minrui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$8,000,000	Manufacture and sales of automotive parts
嘉興思途汽車零部件有限公司(Jiaxing Situ Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$5,000,000	Design, manufacture, development and sales of automobile body parts
嘉興和鑫汽車零部件有限公司(Jiaxing Hexin Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$100,000	Design, manufacture and sales of automobile drive
寧波康柏貿易有限公司(Ningbo Kangbai Trading Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB5,000,000	Wholesale of packaging materials, import and export trading
寧波藍聖智能科技有限公司(Ningbo Lasen Intelligent Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$7,800,000	Design, development, import and export of robot
敬實智能控股有限公司(Minth Intelligence Holdings Limited)*	Hong Kong	100%	100%	US$10,000	Investment holding

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Automotive Europe D.O.O	Serbia	100%	100%	RSD14,709,009,400	Casting of light metals
Minth Automotive (UK) Company Limited	the United Kingdom	100%	100%	GBP1	Manufacture and sales of electrical and electronic equipment
Minth Group US Holding Inc.	the USA	100%	100%	Shares: 1,000 non par value	Design, manufacture and sales of automotive parts
Minth CZ s.r.o (formerly known as Mignen CR s.r.o)	Czech	100%	100%	CZK4,932,610,585	Production, trade and service
Minth Windsor Manufacturing Inc. (formerly known as Windsor Tooling International Inc.)	Canada	100%	100%	US$165,100	General Business
Mignen Turkey Otomotiv Anonim Sirketi	Turkey	100%	100%	Turkish Liras 100,000	Manufacture of other parts and accessories for the motor vehicles
Minth Automobile Parts Balkan doo Loznica	Serbia	100%	100%	RSD1,200,000	Manufacture of other parts and accessories for motor vehicles
敏能澳門一人有限公司(Mignen Macau Limited)	Macau	100%	100%	Macau Pataca 100,000	Consulting service, business management
敏實(長春)貿易有限公司(Minth (ChangChun) Trading Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB1,000,000	Trading
敏實(嘉興)托育服務有限公司(Minth (Jiaxing) Nursery Services Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB100,000	Nursery service
嘉興信鼎模具科技有限公司(Jiaxing Xinding Mould Tech Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB100,000,000	Mould manufacturing
溝通敏瑞汽車零部件有限公司(Qingyuan Minrui Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$12,800,000	Manufacture and sales of automobile body parts
安徽敏勝汽車零部件有限公司(AnHui Minsheng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB50,000,000	Manufacture and sales of automobile body parts
Mineral Europe Green Material doo	Serbia	100%	100%	RSD11,800,000	Production, operation trading, import and export trade of deformed aluminum alloys, high-quality aluminum profiles, aluminum extrusion moulds

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Metal Parts Balkan D.O.O. Majur (formerly known as Minth Metal Parts Balkan D.O.O Sabac)	Serbia	100%	100%	RSD11,800,000	Manufacture of other parts and accessories for motor vehicles
嘉興敬實貿易有限公司 (Jiaxing Minth Trading Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB30,000,000	Trading
浙江勵敬韶業有限公司 (Zhejiang Limin Aluminum Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB10,000,000	Non-ferrous metal smelting
敬向科技(上海)有限公司 (Minxiang Technology (Shanghai) Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB100,000,000	Research and development, design automobile part
天津敬實汽車零部件有限公司 (Tianjin Minth Automobile Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB500,000,000	Manufacture and sales of automobile body parts
成都敬盛汽車零部件有限公司 (Chengdu Minsheng Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$30,000,000	Manufacture and sales of automobile body parts
嘉興東榮敬實汽車零部件有限公司 (Jiaxing Toei Minth Automotive Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$24,000,000	Manufacture and sales of automobile body parts
寧波敬華汽車零部件有限公司 (Ningbo Minhua Auto Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$30,000,000	Manufacture and sales of automobile body parts
浙江敬雲數字科技有限公司 (Zhejiang MinCloud Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB10,000,000	Internet information service
天津東海敬實汽車零部件有限公司 (Tianjin Tokai Minth Automotive Parts Co., Ltd.)* (note 33)	the PRC as a foreign equity joint venture enterprise	50%	50%	US$7,740,000	Manufacture and sales of automobile body parts
江蘇敬興汽車科技有限公司 (Jiangsu Minxing Automobile Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$35,000,000	Manufacture and sales of automobile body parts
嘉興敬秀控股有限公司 (Jiaxing Minxiu Holding Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$100,000,000	Investment holding
敬捷智慧能源科技(紹興)有限公司 (Minjet Smart Energy Technology (Shaoxing) Co., Ltd)*	the PRC as a WOFE	100%	100%	US$100,000,000	Research and development, design automobile part
Minth ElectriCity Technology (note 33)	France	70%	70%	EUR48,999,000	Manufacture and sales of automobile body parts

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
Minth Poland sp z.o.o (formerly known as Mignen sp z.o.o)	Poland	100%	100%	PLN5,000	Manufacture and sales of automobile body parts
清遠東海敏實汽車零部件有限公司 (Qingyuan Tokai Minth Automotive Parts Co., Ltd.)* (note i) (note 33)	the PRC as a foreign equity joint venture enterprise	50%	50%	US$7,000,000	Manufacture and sales of automobile body parts
Worldwise Plastics LLC	the USA	100%	100%	US$50,000,000	Manufacture and design of automotive trim components
Pan American Automotive Parts Trading LLC	the USA	100%	100%	US$1,000,000	Sales including trading and manufacture — sales to OEM and after-market sales and services
Huainan Minth (note 33)	the PRC as a WOFE	100%	50.1%	RMB2,600,000	Manufacture and sales of automobile body parts
江蘇和興投資有限公司 (Jiangsu Hexing Investment Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$170,000,000	Investment holding
寧波敏實貿易有限公司 (Ningbo Minth Trading Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB1,000,000	Trading
寧波敏能貿易有限公司 (Ningbo Minneng Trading Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB5,000,000	Trading
寧波敏實成長企業管理有限公司 (Ningbo Minth Growth Enterprise Management Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$30,000,000	Management consulting
鹹寧市精陽新能源有限公司 (Xianning Jingyang New Energy Technology Co., Ltd.)*	the PRC as a WOFE	100%	100%	RMB5,000,000	Power supply service
Minth Tennessee Holdings, LLC	the USA	100%	100%	US$20,000,000	Investment holding
Pan American Automotive Parts Holding PTE. Ltd.	Singapore	100%	100%	US$1,000,000	Investment holding
Minth France	France	100%	100%	EUR10,000	Trading
全球敏實股份有限公司 (Minth International Limited)	Taiwan	100%	100%	NTD10,000,000	Investment holding

Includes the above items.

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

SUBSIDIARIES (CONTINUED)

Name of subsidiaries	Place of incorporation/registration/operations	Attributable equity interest of the Group		Issued capital/registered capital	Principal activities
		2024	2023
湖州敏華汽車零部件有限公司(Huzhou Minhua Automobile Parts Co., Ltd.)*	the PRC as a WOFE	100%	100%	US$100,000,000	Manufacture and sales of automobile body parts
廣州敏實液龍新能源科技有限公司(Guangzhou Minth Linglong New Energy Technology Co., Ltd.)* (note i)	the PRC as a foreign equity joint venture enterprise	51%	N/A	RMB35,000,000	Research and development, design automobile part
嘉興敏雲數字科技有限公司(JiaXing MinCloud Digital Technology Co., Ltd.)* (note ii)	the PRC as a WOFE	100%	N/A	RMB5,000,000	Internet information service
克林威孚電驅動系統(嘉興)有限公司(JiaXing Clean Wave E-Drive Systems Co., Ltd.)* (note 19)	the PRC as a WOFE	100%	51%	US$29,411,765	Research and development, manufacturing, sales and after-sales service of energy vehicle drive systems and parts
敏琪(寧波)企業管理諮詢合夥企業(有限合夥)(Minkey (Ningbo) Enterprise Management Consulting Limited Partnership)* (note ii)	the PRC as a limited partnership	100%	N/A	RMB100,000,000	Management consulting
ATM Automotive Technologies Inc. (note ii)	the USA	100%	N/A	US$100,000	Manufacture and sales of automobile body parts
Minth Canada Holding Inc. (note ii)	Canada	100%	N/A	US$500,000	Investment holding
Minth UK Holdings Limited (note ii)	the UK	100%	N/A	GBP1	Investment holding
Minth JG - IBS Energy doo Beograd (note ii)	Serbia	100%	N/A	RSD1,000,000	Engineering activities and technical consulting
Apollo Green Energy Systems doo Loznica (note ii)	Serbia	100%	N/A	RSD1,200,000	Manufacturing of photovoltaic panels

The English names are for identification purposes only.

MINTH GROUP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2024

44. SUBSIDIARIES (CONTINUED)

Notes:

(i) Non wholly-owned company Guangzhou Minth Linglong New Energy Technology Co., Ltd.* (廣州敏實液龍新能源科技有限公司), has been established by the Group during the current year.

(ii) Wholly-owned company, JiaXing MinCloud Digital Technology Co., Ltd. (惠興敏雲數字科技有限公司), Minkey (Ningbo) Enterprise Management Consulting Limited Partnership (敏琪(寧波)企業管理咨詢合夥企業(有限合夥)), ATM Automotive Technologies Inc., Minth Canada Holdings Inc., Minth UK Holdings Limited, Minth JG — IBS Energy doo Beograd, Apollo Green Energy Systems doo Loznica have been established by the Group during the current year.

(iii) SPTek Limited (中升興業股份有限公司) was deregistered during the current year.

None of the subsidiaries had issued any debt securities during the year or at the end of the year.

45. INFORMATION ABOUT THE STATEMENT OF FINANCIAL POSITION OF THE COMPANY

Information about the statement of financial position of the Company at the end of the reporting period includes:

| | 2024
RMB'000 | 2023
RMB'000 |
| --- | --- | --- |
| Unlisted investments in subsidiaries | 3,169,264 | 3,169,264 |
| Structured deposit | 1,060,669 | — |
| Derivative financial assets | 22,421 | 22,165 |
| Cash and cash equivalents | 191,810 | 112,265 |
| Pledged bank deposits and time deposits | 980,800 | — |
| Amounts due from subsidiaries | 23,106,815 | 20,719,418 |
| Other current assets | 38,935 | 15,363 |
| Total assets | 28,570,714 | 24,038,475 |
| Amounts due to subsidiaries | 21,256,356 | 16,107,154 |
| Borrowings | 4,259,712 | 4,393,385 |
| Derivative financial liabilities | 34,631 | 8,038 |
| Other payables | 15,143 | 17,326 |
| Total liabilities | 25,565,842 | 20,525,903 |
| Net assets | 3,004,872 | 3,512,572 |
| Share capital | 116,269 | 116,269 |
| Treasury stock | (382,649) | (252,636) |
| Reserves | 3,271,252 | 3,648,939 |
| Total equity | 3,004,872 | 3,512,572 |

ANNUAL REPORT 2024

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 31 December 2024

45. INFORMATION ABOUT THE STATEMENT OF FINANCIAL POSITION OF THE COMPANY (CONTINUED)

Movement in the reserves of the Company is set forth below:

	Share premium and retained profits RMB'000	Special reserve RMB'000	Other reserve RMB'000	Share-based payment reserve RMB'000	Total RMB'000
At 1 January 2023	3,832,327	410,321	54,816	265,422	4,562,886
Total comprehensive expense for the year	(331,799)	—	—	—	(331,799)
Transfer to other reserve for share options forfeited after the vesting date	—	—	6,170	(6,170)	—
Recognition of equity-settled share-based payments	—	—	—	22,984	22,984
Dividends recognised as distribution	(608,578)	—	—	—	(608,578)
Exercise of share options	4,380	—	—	(934)	3,446
At 31 December 2023	2,896,330	410,321	60,986	281,302	3,648,939
Total comprehensive expense for the year	(424,496)	—	—	—	(424,496)
Transfer to other reserve for share options and restricted shares forfeited after the vesting date	—	—	13,667	(13,667)	—
Recognition of equity-settled share-based payments	—	—	—	46,809	46,809
At 31 December 2024	2,471,834	410,321	74,653	314,444	3,271,252

MINTH GROUP LIMITED

AI assistant

Minth Group Limited — Annual Report 2024

49208_rns_2025-04-27_a57f972f-5c67-4299-bb22-f83a2c1f39f0.pdf

CORE VALUES

VISION

MISSION

CONTENTS

CORPORATE INFORMATION

THE BOARD OF DIRECTORS

Executive directors

Non-executive director

Independent non-executive directors

COMPANY SECRETARY

REGISTERED OFFICE

GROUP HEADQUARTER

REGIONAL HEADQUARTERS

OFFICE IN HONG KONG

PRINCIPAL BANKERS

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

AUDITOR

LEGAL ADVISERS TO THE COMPANY

STOCK CODE

SUMMARY OF FINANCIAL INFORMATION

CHAIRPERSON'S STATEMENT

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW

COMPANY OVERVIEW

BUSINESS AND OPERATION LAYOUT

RESEARCH AND DEVELOPMENT

Corporate Social Responsibility

FINANCIAL REVIEW

Results

Sales of Products

Revenue from International Markets

Gross Profit

Investment Income

Other Income

Other Gains and Losses

Distribution and Selling Expenses

Administrative Expenses

Research Expenditure

Share of Results of Joint Ventures

Share of Results of Associates

Income Tax Expense

Profits Attributable to Non-controlling Interests

Liquidity and Financial Resources

COMMITMENTS

INTEREST RATE AND FOREIGN EXCHANGE RISKS

CONTINGENT LIABILITIES

MORTGAGED ASSETS

CAPITAL EXPENDITURE

Placing and Subscription

Material acquisitions and disposals

Employees

FUTURE PROSPECTS AND STRATEGIES

DIRECTORS AND SENIOR MANAGEMENT

DIRECTORS

Executive Directors

Non-executive Director

Independent Non-executive Directors

SENIOR MANAGEMENT

CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE PRACTICE

DISTINCTIVE ROLES OF CHAIRMAN, CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT AND RELATIONSHIP BETWEEN BOARD MEMBERS

RESPONSIBILITIES, ACCOUNTABILITIES AND CONTRIBUTIONS OF THE BOARD AND MANAGEMENT

The Board

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATION COMMITTEE

SUSTAINABILITY COMMITTEE

Gender Diversity of Workforce

SHAREHOLDERS' RIGHTS

AUDITOR'S REMUNERATION

RISK MANAGEMENT AND INTERNAL CONTROL

INVESTOR RELATIONS AND COMMUNICATION

DIRECTORS' AND AUDITOR'S RESPONSIBILITIES FOR ACCOUNTS

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE AND COMPLIANCE WITH MODEL CODE

LOOKING FORWARD

DIRECTORS' REPORT

Minth Group Limited Annual Report 2024