大津建设

天津建设发展集团股份公司

Tianjin Construction Development Group Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

Stock Code: 2515

2024

ANNUAL REPORT

2 Corporate Information
4 Financial Highlights
5 Chairman's Statement
6 Management Discussion and Analysis
15 Biographies of Directors, Supervisors and Senior Management
23 Directors' Report
41 Supervisory Committee's Work Report
43 Corporate Governance Report
66 Independent Auditor's Report
72 Consolidated Statement of Profit or Loss and Other Comprehensive Income
73 Consolidated Statement of Financial Position
75 Consolidated Statement of Changes in Equity
76 Consolidated Statement of Cash Flows
78 Notes to the Consolidated Financial Statements
128 Definitions

2
Tianjin Construction Development Group Co., Ltd.

Corporate Information

DIRECTORS

Executive Directors

Mr. Zhao Kuanghua (趙匡華) (President)
Mr. Li Kai (李凱) (Chief Financial Officer)
Ms. Guan Fengdan (關鳳丹)
(appointed with effect from 20 December 2024)
Mr. Yang Youhua (楊友華)
Mr. Ni Baqun (倪拔群)
Ms. Zhao Xiaorong (趙曉榮)
(resigned with effect from 2 December 2024)

Non-Executive Director

Mr. Wang Wenbin (王文彬) (Chairperson)

Independent Non-Executive Directors

Dr. Yan Bing (嚴兵)
Dr. Liu Jinlu (劉金璐)
(appointed with effect from 10 October 2024)
Mr. Shiu Shu Ming (麟恕明)
Mr. Yang Shitai (楊世泰)
(resigned with effect from 10 October 2024)

SUPERVISORS

Mr. Lu Xiaoliang (路曉亮) (Chairperson)
(appointed with effect from 27 January 2025)
Mr. Wang Lei (王磊)
(appointed with effect from 21 June 2024)
Mr. Ren Feiyu (任飛宇)
(appointed with effect from 21 June 2024)
Ms. Wang Ling (王玲)
(resigned with effect from 27 January 2025)
Ms. Zhu Yiwei (朱藝偉)
(resigned with effect from 21 June 2024)
Mr. Hu Shixin (胡世新)
(resigned with effect from 21 June 2024)

AUDIT COMMITTEE

Dr. Yan Bing (嚴兵)
Dr. Liu Jinlu (劉金璐)
(appointed with effect from 10 October 2024)
Mr. Yang Shitai (楊世泰)
(resigned with effect from 10 October 2024)
Mr. Shiu Shu Ming (麟恕明) (Chairperson)

REMUNERATION COMMITTEE

Mr. Zhao Kuanghua (趙匡華)
Dr. Yan Bing (嚴兵) (Chairperson)
Dr. Liu Jinlu (劉金璐)
(appointed with effect from 10 October 2024)

NOMINATION COMMITTEE

Mr. Wang Wenbin (王文彬) (Chairperson)
Dr. Yan Bing (嚴兵)
Dr. Liu Jinlu (劉金璐)
(appointed with effect from 10 October 2024)
Ms. Guan Fengdan (關鳳丹)
(appointed with effect from 29 April 2025)
Mr. Shiu Shu Ming (麟恕明)
(appointed with effect from 29 April 2025)

AUTHORISED REPRESENTATIVES

Mr. Li Kai (李凱)
Mr. Lui Wing Yat Christopher (呂穎一)

JOINT COMPANY SECRETARIES

Mr. Li Kai (李凱)
Mr. Lui Wing Yat Christopher (呂穎一) (ACG, HKACG)

AUDITOR

KPMG
Public Interest Entity Auditor registered under the Accounting and Financial Reporting Council Ordinance
8th Floor, Prince's Building
10 Chater Road
Central
Hong Kong

COMPLIANCE ADVISER

China Everbright Capital Limited
12/F, Everbright Centre
108 Gloucester Road
Wan Chai
Hong Kong

HONG KONG LEGAL ADVISER

Tian Yuan Law Firm LLP
Suites 3304–3309, 33/F, Jardine House
One Connaught Place, Central
Hong Kong

Annual Report 2024
3

Corporate Information

REGISTERED OFFICE

Room 507, Building 13
Zone B1, Corporate Headquarters Base
Binhai-Zhongguancun Science Park
(former Ronghui Business District 3)
Tianjin Economic-Technological Development Area
Tianjin
PRC

HEAD OFFICE IN THE PRC

No. 112 Dongting Road
Economic and Technological Development Zone
Binhai New Area
Tianjin
PRC

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Room 1918, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong

H SHARE REGISTRAR

Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong

PRINCIPAL BANKS

Agricultural Bank of China Tianjin Hebei Road Branch
14-101, Huarongli
Binhai, Tianjin
PRC

Tianjin Binhai Huimin Village Bank Guotai Building Branch*
(天津濱海惠民村鎮銀行國泰大廈支行)
Block C, Guotai Building
Tianjin Pilot Free Trade Zone
Tianjin
PRC

COMPANY WEBSITE

www.tjcdg.com

STOCK CODE

2515

Financial Highlights

	Year ended 31 December
	2021 (Note) RMB'000	2022 RMB'000	2023 RMB'000	2024 RMB'000
Revenue	274,944	287,960	319,437	302,501
Gross Profit	71,706	72,595	80,306	75,351
Profit and total comprehensive income for the year attributable to equity shareholders of the Company	41,414	35,090	41,045	21,750
	As at 31 December
---	---	---	---	---
	2021 RMB'000	2022 RMB'000	2023 RMB'000	2024 RMB'000
Total assets	305,680	432,119	556,422	710,355
Total liabilities	183,871	275,220	331,235	381,479
Total equity	121,809	156,899	225,187	328,876
	Year ended 31 December
---	---	---	---	---
	2021 RMB'000	2022 RMB'000	2023 RMB'000	2024 RMB'000
Net cash generated from/(used in) operating activities	11,167	11,150	(33,600)	(103,073)

Note: the H Shares of the Company were listed on the Main Board of the Hong Kong Stock Exchange on 23 April 2024 and the consolidated financial statements of the Group were prepared in accordance with IFRS since 2021 as disclosed in the Company's Prospectus dated 15 April 2024.

Tianjin Construction Development Group Co., Ltd.

Chairman's Statement

Dear shareholders:

I am pleased to present the performance of our Group's construction business in 2024 together with our future outlook. The year 2024 marks the first year of the listing of our H Shares on the Hong Kong Stock Exchange and is a pivotal year for our business expansion.

OPERATIONAL REVIEW

The year of 2024 presents significant challenges for construction enterprises. Recently, we have experienced a relatively slower tendering process for our construction business which adversely affected our financial performance for FY2024 and may continue to adversely affect our financial position in the future. In light of the challenging and complex industry conditions, we remain committed to maintaining a prudent and proactive operational approach. We believe it is crucial to leverage our research and development capabilities in the construction sector, implement our self-developed Jiexiao System, and enforce strict cost control on projects.

The year of 2024 marks the first year of the listing of our H Shares on the Hong Kong Stock Exchange and is a pivotal year for our business expansion. As China's urbanisation strategy progresses, the construction industry is expected to see increased demand, presenting us with both opportunities and challenges. 2024 is a crucial year for the implementation of China's "Five-Year Action Plan for Human-Centered New Urbanization". Key initiatives, such as renovating old urban communities, accelerating the construction of affordable housing, enhancing urban flood management, implementing urban lifeline safety projects, and promoting the development of green smart cities, will create more market opportunities in the construction sector. We aim to leverage our established reputation in Tianjin's construction industry, utilising our brand and industry experience to seize market opportunities and further increase our market share. Meanwhile, we believe that by expanding our construction business outside Tianjin, actively developing the petrochemical sector, and exploring diverse cooperation and business models, we will support our future growth and development.

FUTURE PROSPECTS

The year of 2025 marks a pivotal milestone in the Company's development journey. Facing a new market environment and industry trends, we will further intensify our market expansion efforts, actively exploring emerging domestic and international markets while consolidating our existing market share. Tailored market strategies will be formulated to address the unique characteristics and customer demands of different regions, enhancing our market responsiveness and service quality.

In the domestic market, we will strengthen strategic partnerships with leading enterprises, deepen our understanding of industry needs, and expand our business scope. We will actively participate in national key projects, leveraging policy tailwinds to elevate our brand recognition and market influence. Concurrently, we will enhance collaboration with local governments to facilitate the implementation of our business across regions, contributing to local economic development. For the international market, we will focus on expanding our presence in Southeast Asian countries and regions. Efforts will be made to strengthen our global marketing network and enhance overseas operational capabilities. By fostering partnerships with internationally renowned enterprises, we aim to acquire advanced technologies and management expertise, thereby elevating the Company's global competitiveness.

Efficient operational management remains a cornerstone of the Company's sustainable development. We will accelerate digital transformation by advancing our IT infrastructure and further refining our Jiexiao System to achieve digital and automated business process management. Through data analytics and mining, we will provide scientific decision-making support, improving the precision of our operational management.

In 2025, we will continue to increase R&D investment to enhance the technological sophistication and added value of our products. Focusing on cutting-edge industry technologies, we will conduct forward-looking research to improve product performance and quality, driving the intelligent and eco-friendly evolution of our offerings. Simultaneously, we will actively explore new business areas and product directions to cultivate fresh growth drivers for the Company's future development.

Wang Wenbin
Chairman and non-executive Director
30 April 2025
Annual Report 2024

Management Discussion and Analysis

MARKET OVERVIEW

According to Frost & Sullivan, the construction industry has long been one of the pillar industries in the PRC, it plays a significant role in the national development. The role of the construction industry as a pillar industry of the national economy has been continuously strengthened and has made great contributions to promoting economic growth in recent years. As a major part of the construction industry, the market size in terms of investment in fixed assets for municipal public construction in the PRC represents the total social investment in urban construction, and it grew rapidly from RMB2,314.9 billion in 2018 to RMB2,660.1 billion in 2022, and is expected to rise to RMB3,776.2 billion in 2027, representing a CAGR of 7.3% from 2022 to 2027, supported by policy and the development of the construction industry. In addition, as a city with well-established infrastructure and high environmental quality, Tianjin is expected to witness a rapid development from 2023 to 2027. The market size of municipal public construction in Tianjin is predicted to reach RMB71.2 billion in 2027, representing a CAGR of 9.2% from 2022 to 2027.

According to the "14th Five-Year Construction Industry Development Plan" (《「十四五」建築業發展規劃》) issued by the Ministry of Housing and Urban-Rural Development of the PRC in January 2022, the construction sector is expected to realize comprehensive industrialization, with great improvements to the quality of buildings and its business innovation capability by 2035. The government will promote the use of information technology in the construction sector by encouraging cooperation between construction companies, internet enterprises and research institutes. The 14th Five-Year period is an essential period to accelerate the transformation and development of the construction industry.

GROUP OVERVIEW

We are a construction group based in Tianjin which offers comprehensive construction services. We primarily focus on construction business, comprising (i) municipal public construction works, which mainly include road construction and traffic facilities construction; (ii) foundation works, which mainly include foundation construction and earthworks; (iii) building construction related works which mainly include building renovation and decoration and intelligent building construction; and (iv) petrochemical engineering works, which mainly include filling station upgrading and renovation, pipe installation and oil tank overhaul projects. Our customers mainly include government authorities, state-owned enterprises and private enterprises. We are committed to the application of our self-developed Jiexiao System, a comprehensive construction management software equipped with multiple functions including cost monitoring, progress measuring and resources tracking, to provide quality construction services to our customers.

We have well-established reputation in the construction industry in Tianjin with an operating history of more than a decade. Leveraging our brand and industry experience, we aim to capture more market share in the relevant markets. Capitalizing on our industry experience and quality services, we conducted 39 construction projects and served 32 customers during the Reporting Year. As at 31 December 2024, we had a total of 47 ongoing projects (including projects in progress and projects undertaken by us but not yet commenced) with a total contract amount (excluding variation orders) of approximately RMB513.7 million.

Tianjin Construction Development Group Co., Ltd.

Management Discussion and Analysis

BUSINESS OVERVIEW

The services we provide can be broadly divided into four business types in terms of their nature, namely (i) municipal public construction works; (ii) foundation works; (iii) building construction related works; and (iv) petrochemical engineering works. We have also unified and centralized management of our Group's construction projects by applying our self-developed management software, thereby helping to enhance the cost efficiency of our Group.

Municipal public construction works

During the Reporting Year, the majority of our revenue was derived from the municipal public construction works. Our municipal public construction works mainly included road construction and traffic facilities construction. The customers of our municipal public construction works are mainly government authorities and state-owned enterprises. During the Reporting Year, we were awarded 12 municipal public construction projects. As at 31 December 2024, we had 18 ongoing municipal public construction projects.

Foundation works

We provide foundation works services, which mainly included foundation construction and earthworks. We have first-grade qualification in foundation construction professional contracting* (地基基礎工程專業承包一級資質). Our customers for foundation works are mainly state-owned enterprises and private enterprises. During the Reporting Year, we were awarded 4 foundation works projects. As at 31 December 2024, we had 8 ongoing foundation works projects.

Building construction related works

We provide building construction related works services, mainly including building renovation and decoration and intelligent building construction. Our customers for building construction related works are mainly government authorities, state-owned enterprises and private enterprises. During the Reporting Year, we were awarded 12 building construction related projects. As at 31 December 2024, we had 11 ongoing building construction related projects.

Petrochemical engineering works

We provide petrochemical engineering works services $^{Note}$, which refer to construction works involving petrochemical processes or petrochemical plants, and we mainly undertook filling station upgrading and renovation, pipe installation and oil tank overhaul projects during the Track Record Period. We have the first-grade qualification in petrochemical engineering construction general contracting* (石油化工工程施工總承包壹級資質). Our customers for petrochemical engineering works are mainly state-owned enterprises. During the Reporting Year, we were newly awarded 11 petrochemical engineering projects. As at 31 December 2024, we had 10 ongoing petrochemical engineering projects.

Note: According to the Qualification Standards of Construction Enterprises (《建築業企業資質標準》) for construction industry enterprises, petrochemical engineering refers to main projects (such as oil and gas field surface, oil and gas storage and transportation (pipelines, storage warehouses, etc.), petrochemical, chemical and coal chemical), supporting engineering and production ancillary works.

Annual Report 2024

Management Discussion and Analysis

OUTLOOK

FINANCIAL REVIEW

The Group generated revenue predominantly from our construction business. During FY2024, our total revenue amounted to approximately RMB302.5 million, representing a decrease of approximately RMB16.9 million or 5.3% from approximately RMB319.4 million for FY2023, which was mainly due to the decrease in the average contract amounts of construction projects as compared to that of FY2023.

The following table sets forth a breakdown of revenue by types of construction services for the years indicated:

	Year ended December 31,
	2024		2023
	Revenue	% of total revenue
(RMB in thousands, except for percentages)	Revenue	% of total revenue
(RMB in thousands, except for percentages)
Municipal public construction works	70,692	23.4	186,201	58.3
– Traffic facilities construction	21,160	7.0	43,980	13.8
– Road construction	49,532	16.4	142,221	44.5
Foundation works	100,097	33.1	83,265	26.1
– Foundation construction	96,326	31.8	38,027	11.9
– Earthwork	3,771	1.3	45,238	14.2
Building construction related works	92,666	30.6	41,155	12.9
Petrochemical engineering works	38,952	12.9	8,195	2.5
Other(1)	94	0.0	621	0.2
Total	302,501	100.0	319,437	100.0

Note:
(1) Our other revenue included service income generated from the provision of software services such as usage of the Jiexiao System. During the Track Record Period, we provided software services in relation to the Jiexiao System to external parties such as our suppliers and other market users while charging them with platform subscription fee and other services fee.

Tianjin Construction Development Group Co., Ltd.

Management Discussion and Analysis

Municipal public construction works

During FY2024, our revenue derived from municipal public construction works amounted to approximately RMB70.7 million, representing a decrease of approximately RMB115.5 million, or approximately 62.0%, from approximately RMB186.2 million for FY2023. This was mainly due to the completion of the Tianjin Binhai New Area No. 10 Wangzi East District Bulk Cargo Yard Project* (天津市濱海新區10號汪子東區散貨堆場項目) in 2023, as well as a decrease in the contract value of road and transportation infrastructure projects undertaken during the Reporting Year.

Foundation works

During FY2024, our revenue derived from foundation works amounted to approximately RMB100.1 million, representing an increase of approximately RMB16.8 million, or approximately 20.2%, from approximately RMB83.3 million for FY2023. This was mainly due to the revenue recognition of approximately RMB 42.3 million from the professional subcontracting of the Tianjin Binhai Tang (Gua) 2023-4 Plot Project* (津濱塘(掛)2023-4號地塊項目) during the Reporting Year.

Building construction related works

During FY2024, our revenue derived from building construction related works amounted to approximately RMB92.7 million, representing an increase of approximately RMB51.5 million, or approximately 125.0%, from approximately RMB41.2 million for FY2023. This was mainly due to the revenue recognition of approximately RMB37.8 million from a construction project in Tianjin Binhai New Area in the second half of the Reporting Year, and approximately RMB18.8 million from the Renovation Project of the Tanggu Machinery Equipment Manufacturing Plant in Tianjin Binhai New Area* (天津市濱海新區塘沽機械設備製造廠改建項目) during the Reporting Year.

Petrochemical engineering works

During FY2024, our revenue derived from petrochemical engineering works amounted to approximately RMB39.0 million, representing an increase of approximately RMB30.8 million, or approximately 375.6%, from approximately RMB8.2 million for FY2023. This was mainly due to the revenue recognition of approximately RMB13.2 million from a LNG construction project in the first half of the Reporting Year, and approximately RMB21.1 million from an EPC project for the oil and gas recovery incineration unit* (油氣回收焚燒裝置EPC工程項目) and pressure pipeline project (壓力管道項目) in the second half of the Reporting Year.

Other

During FY2024, our revenue derived from other business activities amounted to approximately RMB0.1 million, representing a decrease of approximately RMB0.5 million, or approximately 83.3%, from approximately RMB0.6 million for FY2023. This was mainly due to the decline in service revenue from providing software services, such as the Jiexiao System.

Cost of Sales

During FY2024, the Group's cost of sales amounted to approximately RMB227.2 million, representing a decrease of approximately RMB11.9 million, or approximately 5.0%, from approximately RMB239.1 million for FY2023, which was in line with the decrease in our revenue for the Reporting Year.

Gross Profit and Gross Profit Margin

As a result of the above, gross profit decreased by approximately RMB4.9 million, or approximately 6.1%, from approximately RMB80.3 million for FY2023 to approximately RMB75.4 million for FY2024. Gross profit margin decreased from approximately 25.1% for FY2023 to approximately 24.9% for FY2024.

Annual Report 2024

Management Discussion and Analysis

Operating and Administrative Expenses

The operating and administrative expenses of the Group mainly consist of R&D costs, staff costs, depreciation of property, plant and equipment, office costs, entertainment and travel expenses, utility fee and others. During FY2024, the Group's administrative expenses amounted to approximately RMB38.5 million, representing an increase of approximately RMB9.7 million, or approximately 33.7%, from approximately RMB28.8 million for FY2023, mainly due to more travel and entertainment expenses incurred during the Reporting Year for business development.

Impairment Losses on Trade Receivables, Lease Receivables, Other Receivables and Contract Assets

During FY2024, the Group recorded impairment losses on trade receivables, lease receivables and other receivables and contract assets of approximately RMB14.6 million, representing an increase of approximately RMB9.3 million or 175.5%, from approximately RMB5.3 million for FY2023, which was mainly due to the impairment provision for long-aged trade receivables.

Finance Cost

Our finance cost mainly consists of interest on bank loans and other borrowings. During FY2024, the Group's finance costs amounted to approximately RMB1.6 million, representing an increase of approximately RMB1.2 million as compared to RMB0.4 million for FY2023. Such increase was mainly due to the increase in bank loans.

Income Tax Expense

During FY2024, the Group recorded income tax expense of approximately RMB2.2 million, while the income tax expense for FY2023 was approximately RMB5.9 million. This was in line with the decrease in taxable profit during the Reporting Year.

Net Profit

As a result of the foregoing, the net profit of the Company decreased by approximately RMB19.2 million, or approximately 46.8%, from approximately RMB41.0 million for FY2023 to approximately RMB21.8 million for FY2024.

Liquidity, Financial Resources, Capital Structure, Funding and Treasury Policy

As at 31 December 2024, the Group's cash and cash equivalents amounted to approximately RMB19.6 million, which comprised RMB16.9 million and HK$2.9 million. The Group monitors and maintains cash and cash equivalents to a level that management believes to be sufficient to meet the Group's operating needs.

As at 31 December 2024, the Group had current assets of RMB640.3 million (31 December 2023: RMB491.3 million), representing an increase of approximately RMB149.0 million, mainly due to an increase of approximately RMB137.6 million in trade receivables and contract assets. The Group had current liabilities of RMB379.2 million (31 December 2023: RMB331.1 million), representing an increase of approximately RMB48.1 million mainly due to the increase in trade payables and bank loans. The current ratio was 1.7 times at 31 December 2024 as compared with 1.5 times at 31 December 2023, equal to total current assets divided by total current liabilities as at the end of the period.

As at 31 December 2024, the Group's indebtedness increased from approximately RMB20.2 million as at 31 December 2023 to approximately RMB43.1 million as at 31 December 2024. Borrowing are made in Renminbi. Our gearing ratio increased from approximately 8.9% as at 31 December 2023 to approximately 12.1% as at 31 December 2024, mainly due to the increase in total bank loans. As at 31 December 2024, the Group had bank loans of RMB40.0 million (31 December 2023: RMB20.0 million). There are no seasonality impact on the Group's borrowing requirement. All of loans as at 31 December 2024 was due within one year or repayable on demand if the covenants are breached. All of the borrowing are at fixed rates.

Tianjin Construction Development Group Co., Ltd.

Management Discussion and Analysis

The Group has adopted a policy to regularly monitor its liquidity, funding and treasury requirements to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. The Board closely monitors and manages, among other things, the level of trade and bills receivables and contract assets to that of the trade and bills payables, and the settlement rate of trade and bill payables, diligently reviews cash flow requirements and assesses the Group's ability to meet debt repayment schedule and adjust the Group's investment and financing to ensure the sufficiency working capital. The Group aims to consider both continuity of funding and flexibility through the effective use of its internal financial resources bank and other borrowings and trade finance banking facilities.

The Company did not enter into any hedge in the year ended 31 December 2024 using any financial instruments and also did not use any currency borrowings and other hedging instruments to hedge against foreign currency net investment.

The H Shares have been listed on the Hong Kong Stock Exchange since the Listing Date. There has been no change in the capital structure of the Company since the Listing Date and up to 31 December 2024. The capital of the Company comprises ordinary shares including Unlisted Shares and H Shares.

Employees and Remuneration Policies

As of 31 December 2024, we had 110 full-time employees, all of whom were located in the PRC (31 December 2023: 114 employees). The following table sets out the number of employees of our Group by job function as at 31 December 2024:

Functions	Number of employees
General management	12
Project department(1)	30
Marketing department	5
Procurement department	3
Finance department	4
Safety and environmental protection department	2
R&D department	43
Human resources and administrative department	8
Business contract department	3
Total	110

Note:
(1) Our project department consists of, among others, three project teams and a project management team.

The Group engages subcontractors to provide labour services for our construction projects and generally does not employ any construction workers. Employees were generally recruited from the open market by placing job advertisements. The Group offers competitive remuneration packages to our employees and provides regular and ad-hoc training courses for the employees to ensure their competency and to keep them abreast of the latest developments and best practices in the industry so as to enhance their performance. During FY2024, the total staff costs incurred were approximately RMB19.8 million (FY2023: RMB19.8 million).

Annual Report 2024

Management Discussion and Analysis

As part of our human resources strategies, we are committed to establishing a competitive and fair remuneration and benefits system. Compensation for our employees typically consists of remuneration and performance-based bonus. In terms of performance and remuneration, the Group conducts monthly and annual appraisals of employees based on the Performance Management System (績效管理制度) and the Measures for the Assessment of the Completion of Work Tasks (工作任務完成情況考核辦法), and the appraisal results will directly affect the amount of the employee's performance-based wages and future salary adjustments. We also make contributions to social welfare contribution for our employees, including basic pension, medical, unemployment, work injury and maternity insurance in accordance with relevant PRC laws and regulations. All employees work five days per week and are provided with welfare leaves such as marriage leave, maternity/paternity leave, paid annual leave and medical treatment period for sickness or non-work-related injuries, in addition to statutory holidays. Meanwhile, the Group also carries out a variety of employee care activities, including: (i) annual meeting, monthly birthday parties and staff reunion activities; (ii) basketball game, photo contest, badminton match, essay competition and other recreational and sports activities; and (iii) additional leave for female employees and employees with children under 14 years of age on Women's Day and Children's Day, respectively.

Our Group provides necessary induction training and timely on-the-job training for its employees based on its business needs to help them to be competent for professional and technical skills work and daily project work management. Our Group encourages its employees to become multi-talented and to achieve diversified growth through professional skills advancement training, cross-field skills training, and middle and senior management skills training.

Trade Receivables

As at 31 December 2024, the Group's trade receivables amounted to approximately RMB291.0 million, representing an increase of approximately RMB58.5 million from approximately RMB232.5 million as of 31 December 2023, mainly due to longer trade receivables collection process.

Contract Assets

As at 31 December 2024, the Group's contract assets amounted to approximately RMB300.5 million, representing an increase of approximately RMB79.2 million from RMB221.3 million as at 31 December 2023. Such increase was mainly due to a slowdown in project measurement.

Trade and Bills Payables

As at 31 December 2024, the Group's trade and bills payables amounted to approximately RMB298.8 million, representing an increase of approximately RMB23.0 million from approximately RMB275.8 million as at 31 December 2023, mainly due to a slowdown in payments during the year, which was caused by delayed collections.

Tianjin Construction Development Group Co., Ltd.

Management Discussion and Analysis

Prepayments, Deposits and Other Receivables

As at 31 December 2024, the Group's prepayments, deposits and other receivables amounted to approximately RMB23.5 million, representing a decrease of approximately RMB1.5 million, from approximately RMB25.0 million as at 31 December 2023, mainly attributable to the transfer of prepayments for costs incurred in connection with the issuance of the Company's H Shares into the capital reserve account under equity, partially offset by an increase in deposits for construction contract's bidding and performance.

Capital Expenditures

During the Reporting Year, the Group's capital expenditures amounted to approximately RMB2.9 million (FY2023: 0.9 million), which primarily consisted of expenditures on acquisitions of property and procurement of plants and equipment in the course of our operation. We funded our capital expenditure requirements during the Reporting Year mainly from cash generated from financing activities.

CHARGE OF ASSETS

As at 31 December 2024, the Group did not pledge any assets as collateral for bank borrowings or any other financing activities (31 December 2023: Nil).

CONTINGENT LIABILITIES

Details of the Group's contingent liabilities as at 31 December 2024 are set out in Note 29 in the section headed "Notes to the Consolidated Financial Statements" in this annual report.

SHARE PLEDGE

During the Reporting Year, there was no pledge by our Controlling Shareholders of their interests in the Shares to secure the Company's debts or to secure guarantees or other support of its obligation before the Listing.

BORROWING AND GEARING RATIO

As at 31 December 2024, the Group had interest-bearing bank loans of approximately RMB40.0 million (31 December 2023: RMB20.0 million).

As at 31 December 2024, our gearing ratio, calculated as total bank loans divided by total equity as of the end of the Reporting Year, was approximately $12.1\%$ (31 December 2023: $8.9\%$).

MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

For the year ended 31 December 2024, we did not have any material acquisitions or disposals of subsidiaries, associates and joint ventures.

FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETS

As at 31 December 2024, save as disclosed in the section headed "Future Plans and Use of Proceeds" of the Prospectus, we did not have plans for material investments and capital assets.

Annual Report 2024

Management Discussion and Analysis

EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES

The Group's business operations are conducted in the PRC with most of the transactions settled in RMB, being the Group's functional currency. The Board considers that the Group's business is not exposed to any significant foreign exchange risk as there are no significant financial assets or liabilities of the Group that are denominated in currencies other than the respective functional currencies of the Group's entities.

During the Reporting Year, the Group neither took part in any derivatives activities nor entered into any hedging activities in respect of foreign exchange risk.

SHARE SCHEME

During the period from the Listing Date up to 31 December 2024, the Group did not have share scheme.

SIGNIFICANT INVESTMENT AND MATERIAL EVENT DURING THE REPORTING YEAR

Save as disclosed in this annual report and the Prospectus, the Board is not aware of any significant investment and events which could have a material impact on our operating and financial performance since the Listing Date and up to 31 December 2024.

Tianjin Construction Development Group Co., Ltd.

Biographies of Directors, Supervisors and Senior Management

Below are the brief profiles of our current Directors, Supervisors and senior management.

DIRECTORS

The Board currently comprises nine Directors, of which five are executive Directors, one is non-executive Director and three are independent non-executive Directors.

Executive Directors

Mr. Zhao Kuanghua (趙匡華), aged 41, has been the president and an executive Director since January 3, 2019 and is primarily responsible for the overall strategic planning and the overall management and operation of our Group. Mr. Zhao joined our Group in January 2018 as vice president and was responsible for the day-to-day management and operations of the Company. Mr. Zhao has over a decade of experience in the construction engineering industry.

Mr. Zhao served as the deputy division manager of the engineering department of CCCC Tianjin Dredging Co., Ltd. (中交天津航道局有限公司), a company primarily engaged in civil-engineering construction from April 2008 to April 2011. Mr. Zhao then served as the project manager of Tianjin Binhai New Area Jiang Sheng Yuan Construction Engineering Development Co., Ltd. (天津濱海新區江盛源建築工程發展有限公司) (currently known as Jiangshengyuan Construction Co. Ltd. (江盛源建設有限公司)), a company primarily engaged in the housing construction industry, from May 2011 to June 2013, where he was responsible for the management of engineering projects. Mr. Zhao was the technical adviser of Tianjin Jirun Petroleum Shipping Service Co., Ltd. (天津濟潤石油海運服務有限公司), a company primarily engaged in the water transportation industry, from June 2013 to June 2014, mainly responsible for providing technical consultation for projects. He was also a manager of business planning of Jiangshengyuan Construction Co., Ltd. (江盛源建設有限公司) from June 2014 to December 2017, where he was responsible for marketing and operations work. Mr. Zhao also served as a supervisor of Jiangshengyuan Construction Co., Ltd. from April 2018 to January 2019.

Mr. Zhao obtained his bachelor's degree in management major in construction management from Tianjin University of Technology (天津理工大學) in the PRC in January 2010. Mr. Zhao has been serving as the vice president of Gansu Tianjin Chamber of Commerce (甘肅天津商會副會長) in 2020 and a member of the 4th Chinese People's Political Consultative Conference Committee of Tianjin Binhai New Area (天津市濱海新區第四屆政協委員) in November 2021. Mr. Zhao completed a course for Leading Talent in the Management of Small and Medium-Sized Enterprises (中小型企業經營管理領軍人才) by the Talent Exchange Center of the Ministry of Industry and Information Technology (工業和信息化部人才交流中心) in the PRC in March 2021. In addition, Mr. Zhao was also recognized as a new entrepreneur by the Tianjin Municipal Party Committee Talent Office (天津市委人才辦公室) in October 2021 and an outstanding entrepreneur by the Binhai Talent Working Group* (濱海新區人才工作小組) in January 2022.

Annual Report 2024

Biographies of Directors, Supervisors and Senior Management

Mr. Li Kai (李凱), aged 51, is an executive Director and the chief financial officer of our Company. Mr. Li is principally responsible for the overall financial management, investment management and financing activities of our Group. Mr. Li has been serving as the chief financial officer since he joined the Group in June 2021, and was appointed as the executive Director in June 2023. Mr. Li has over 20 years of experience in finance and corporate management.

Mr. Li's previous work experiences include serving as: (i) the editor assistant of Olympic Publishing (奥林匹克出版社) from September 1999 to March 2002, where he was responsible for the arrangement of journals and books, as well as the review of manuscripts; (ii) the director of the general manager's office of Beijing Shunxin Hand in Hand Fruit and Vegetable Beverage Co., Ltd. (北京順鑫牽手果蔬飲品股份有限公司) (currently known as Beijing Hand in Hand Fruit and Vegetable Beverage Co., Ltd. (北京牽手果蔬飲品股份有限公司)), a company primarily engaged in the manufacturing of alcohol, beverages, and refined tea, from March 2002 to May 2005, mainly responsible for management of office affairs, capital and operations of the company; (iii) the chairman assistant of Leah (China) Beverages Ltd. (利亞(中國)飲品有限公司), a company primarily engaged in the manufacturing of alcohol, beverages, and refined tea, from May 2005 to April 2006, where he was responsible for assisting the chairman in project management and daily work arrangements; (iv) the deputy general manager of Shenzhen Galio Enterprise Management Consulting Co., Ltd. (深圳盛世高略企業管理諮詢有限公司) from April 2006 to November 2014, mainly responsible for business strategy management, project consulting, and financial audit management; (v) the deputy general manager and secretary to the board of directors of Beijing Hong Hai Long Teng E-commerce Co., Ltd. (北京洪海龍騰電子商務股份有限公司), a company primarily engaged in technology promotion and application services, from November 2014 to September 2019, where he was responsible for information disclosure matters, investor relations management and corporate governance matters; and (vi) deputy general manager of Beijing Huihai Accounting Firm (General Partnership) (北京慧海會計師事務所(普通合夥)) from March 2020 to June 2021.

Mr. Li obtained a master's degree in business management from Inner Mongolia University (內蒙古大學) in the PRC in January 2009. Mr. Li obtained the qualification certificate of secretary to the board of directors issued by the Shenzhen Stock Exchange in April 2005.

Tianjin Construction Development Group Co., Ltd.

Biographies of Directors, Supervisors and Senior Management

Ms. Guan Fengdan (顧鳳丹), aged 46, has accumulated extensive experience in corporate management, particularly in human resources, administration, and operations management. From July 2005 to May 2008, she served as the office director at Tianjin Bico Petroleum Equipment Engineering Co., Ltd. (天津市畢科石油設備工程公司), where she was responsible for overseeing office administration. From June 2008 to December 2022, she served successively as the human resources and administration manager and the general manager at Jiangshengyuan Construction Co., Ltd. (江盛源建設有限公司). From January 2023 to June 2024, Ms. Guan served as the deputy general manager at Tianjin Shengshi Pengda Ocean Engineering Co., Ltd.* (天津晟世鵬達海洋工程有限公司), focusing on the company's daily operational management. Since July 2024, she has been the vice president and the human resources director of the Company, where she is responsible for corporate management-related matters.

Ms. Guan earned a bachelor's degree in human resource management from Tianjin Normal University in June 2016.

Mr. Yang Youhua (楊友華), aged 35, is an executive Director, the president assistant and the manager of the marketing department of our Company. He is mainly responsible for making decisions on the day-to-day operation of the Group, and overseeing market development and market expansion of the business of the Group. Mr. Yang has over 10 years of experience in the field of construction engineering. Before joining the Group, Mr. Yang successively served as project technician and project technical director at the municipal public constructions branch office of Tianjin Dagang Oil Field Group Engineering Construction Co., Ltd.* (天津大港油田集團工程建設有限責任公司), a company primarily engaged in the housing construction industry, from July 2012 to April 2019, where he was primarily responsible for onsite technology guidance and work plan formulation. Mr. Yang joined our Company in April 2019 and served as production manager from April 2019 to March 2021. He also served as the president assistant from March 2021 to March 2022. Since March 2022, Mr. Yang has been the Company's manager of the marketing department.

Mr. Yang studied civil engineering at Harbin University (哈爾濱學院) and graduated in June 2012 with a bachelor's degree.

Mr. Ni Baqun (倪披群), aged 39, is an executive Director, a president assistant and the manager of the procurement department of our Company, and is primarily responsible for making decisions on the day-to-day operation of the Group, and overseeing the quality and compliance of construction projects. Mr. Ni has over 13 years of experience in the construction engineering industry.

From August 2009 to October 2018, Mr. Ni served for positions such as the production manager and project manager, where he was responsible for project engineering management, at Tianjin Development Zone Hengji Construction Engineering Co., Ltd* (天津開發區恆基建設工程有限公司), a company primarily engaged in building decoration, and other construction works. Mr. Ni joined the Group in October 2018 and served as the project manager of our Company. From March 2022 to February 2023, Mr. Ni served as the manager of the engineering management department of our Company. Since February 2023, Mr. Ni has been serving as the manager of the procurement department of our Company, primarily responsible for material procurement of our Group. Mr. Ni was further appointed as an executive Director and a president assistant in June 2023.

Mr. Ni received his graduate diploma in project budgeting from Tianjin University (天津大學) in the PRC in January 2012.

Annual Report 2024
17

Biographies of Directors, Supervisors and Senior Management

Non-executive Director

Mr. Wang Wenbin (王文彬), aged 51, has been the chairperson of the Board and a non-executive Director of our Company since June 2023. He is also the founder of our Group. Mr. Wang has more than 12 years of experience in the construction industry and is primarily responsible for providing professional opinion and judgment to the Board. Mr. Wang is the executive director of Yujiacheng and Tianjin Zhongjianke.

Mr. Wang worked in Tianjin Guangde Machinery Equipment Manufacturing Co., Ltd.* (天津市廣德機械設備製造有限公司), a company primarily engaged in the manufacturing of general equipment, from January 1993 to December 2009, primarily responsible for participating in the production and operation of the company. Mr. Wang was the executive director and the manager of our Company from November 2010 to January 2019.

Mr. Wang completed his secondary education in Tianjin, the PRC.

Independent non-executive Directors

Dr. Yan Bing (嚴兵), aged 47, was appointed as our independent non-executive Director in June 2023.

Dr. Yan has been the vice dean of the School of Economics at Nankai University (南開大學經濟學院) since November 2022, and has been the director of the Institute of International Economics since November 2021. Dr. Yan has served as a professor and PhD supervisor since January 2018, with the main responsibility of postgraduate training and management. Dr. Yan has published over 20 papers in the journals listed in the Chinese Social Sciences Citation Index.

Dr. Yan obtained a doctoral degree in global economics from the Institute of International Economics at Nankai University (南開大學國際經濟研究所) in the PRC in July 2004.

Dr. Yan has been an independent non-executive director of Standard Development Group Limited (formerly known as LKS Holding Group Limited) (Stock Code: 1867), a company listed on the Main Board of the Hong Kong Stock Exchange since 9 June 2021.

Dr. Liu Jinlu (劉金璐), aged 51, has held various significant roles in the field of construction. From April 1999 to December 2001, he worked as an officer in the Construction Management Section and the Planning Section of the Construction and Transportation Bureau of Tianjin Economic-Technological Development Area (天津經濟技術開發區建設和交通局). From December 2001 to December 2003, he served as the head of the Key Projects Construction Office of Tianjin Economic-Technological Development Area (天津經濟技術開發區重點項目建設辦公室). From December 2003 to July 2009, Dr. Liu held several positions within the Construction and Transportation Bureau of Tianjin Economic-Technological Development Area (天津經濟技術開發區建設和交通局), including deputy section chief of the construction management section, deputy section chief of the planning section, deputy director of the office, and section chief of the construction management section. From July 2009 to March 2018, he served as the director of the Planning and Construction Bureau of Tianjin Economic-Technological Development Area (Southern District Industrial Zone) (天津經濟技術開發區(南港工業區)規劃建設局). Since March 2018, Dr. Liu has been serving as the chairman of Tianjin TEDA Industrial Management Group Co., Ltd.* (天津泰達產業管理集團有限公司).

Dr. Liu earned a Ph.D. in management science and engineering, specializing in financial engineering, from Tianjin University in February 2007. Before that, he obtained a master's degree in structural engineering, focusing on foundation engineering, from Tianjin University in March 1999. He also obtained a bachelor's degree in structural engineering from Tianjin University in July 1996.

Tianjin Construction Development Group Co., Ltd.

Biographies of Directors, Supervisors and Senior Management

Mr. Shiu Shu Ming (蕭恕明), aged 55, has more than 20 years of experience in corporate finance, mergers and acquisitions, initial public offerings, and fundraising exercises in various ventures and projects with a deal portfolio covering private entities, PRC state-owned enterprises and publicly listed companies in Hong Kong, the PRC, and Indonesia. In addition to his experience in corporate finance, Mr. Shiu also has extensive management experience in healthcare services. He has been serving as the executive director of Hong Kong Medical Consultants Limited (中卓醫務有限公司), a Hong Kong-based integrated medical specialists' group, since October 2018.

Mr. Shiu served as a non-executive director of Orient Securities International Holdings Limited (Stock Code: 8001), a company listed on the GEM of the Hong Kong Stock Exchange from June 2022 to July 2022 and was subsequently re-designated as an executive director in July 2022. Mr. Shiu also held positions as a non-executive director and an executive director at Golden Century International Holdings Group Limited (Stock Code: 0091), a company listed on the Main Board of the Hong Kong Stock Exchange and Town Health International Medical Group Limited (Stock Code: 3886), a company listed on the Main Board of the Hong Kong Stock Exchange from March 2020 to September 2021 and from November 2022 to June 2023, respectively. Mr. Shiu has been appointed as a non-executive director of Oriental Payment Group Holdings Limited (Stock Code: 8613), a company listed on the GEM of the Hong Kong Stock Exchange since December 2021, and served as a non-executive director of Kingkey Intelligence Culture Holdings Limited (Stock Code: 0550), a company listed on the Main Board of the Hong Kong Stock Exchange since January 2023 until September 2023. In addition, he has been serving as an independent non-executive director of Tianyun International Holdings Limited (a company listed on the Main Board of the Hong Kong Stock Exchange, stock code: 6836) since April 2022.

Mr. Shiu obtained a bachelor's degree in accountancy from the City University of Hong Kong (formerly known as City Polytechnic of Hong Kong) in 1993 and is a member of the Hong Kong Institute of Certified Public Accountants and was recognized as a member of the Association of Chartered Certified Accountants in October 2002.

Confirmation of Independence from Independent Non-executive Directors

The Company has received, from each of the independent non-executive Directors, an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the independent non-executive Directors to be independent.

Annual Report 2024
19

Biographies of Directors, Supervisors and Senior Management

SUPERVISORS

Our supervisory committee currently consists of three Supervisors, among which one of them is the chairman to the supervisory committee.

Mr. Lu Xiaoliang (路曉亮), aged 42, has been our chairman of the supervisory committee of our Company since January 2025. Mr. Lu has accumulated extensive experience in the real estate and construction sectors. From July 2015 to November 2017, he served as the project chief engineer at Tianjin Construction Engineering General Contracting Co., Ltd. (天津市建工工程總承包有限公司). From March 2017 to March 2019, he held the position of engineering supervisor at New Xiangyang Country Garden Phoenix Bay Real Estate Co., Ltd. (新鄉碧桂園鳳凰灣置業有限公司). From March 2019 to October 2020, he served as the engineering manager at Tianjin Jinbaoyin Real Estate Development Co., Ltd. (天津金保銀房置業有限公司). From October 2020 to February 2023, he served as the engineering manager at Shijiazhuang Longxi Real Estate Development Co., Ltd.* (石家莊隆靈房地產開發有限公司). Since February 2023, Mr. Lu has been the project manager at the Company, where he is responsible for the overall management and execution of construction projects.

Mr. Lu earned a bachelor's degree in land resource management from Tianjin Chengjian University in July 2010, and subsequently obtained a master's degree in management from the same university in July 2015.

Mr. Wang Lei (王磊), aged 41, joined the Group in November 2023 and serves as a manager of the commercial contract department of the Company. He previously served as a technician, head of the project management department, head of the management department and vice chief economist of MCC Tiangong Group Corporation Limited Urban Construction Branch (中治天工集團有限公司城市建設分公司) from July 2006 to June 2007, July 2007 to July 2015, August 2015 to July 2017 and August 2017 to January 2020 respectively; the vice general manager of Tianjin Baoqing Technology Co., Ltd. (天津市保慶科技有限公司) from February 2020 to September 2022; and the vice general manager of Zhongheng Xiangjia (Tianjin) Construction Co., Ltd. (中恒祥嘉(天津)建設有限公司) from October 2022 to October 2023.

Mr. Wang has obtained a bachelor's degree in civil engineering from Hebei University of Technology (河北工業大學) in July 2006.

Mr. Ren Feiyu (任飛宇), aged 31, joined the Group in August 2023 and serves as a manager of the human resources department of the Company. He previously served as a head of the human resources department of Wisest (Beijing) Management Consulting Co., Ltd. (萬仕道(北京)管理諮詢有限責任公司) from July 2015 to January 2018; a manager of the human resources department of Tianjin Feibaiwei Catering Management Co., Ltd. (天津市沸百味餐飲管理有限公司) from February 2018 to March 2021; and a manager of the human resources department of Tianjin Feifan Conference Services Co., Ltd. (天津市飛梵會議服務有限公司) (formerly known as Tianjin Qice Human Resources Co., Ltd. (天津市企策人力資源有限公司)) from March 2021 to July 2023.

Mr. Ren obtained a bachelor's degree in industrial engineering from Tianjin University of Technology (天津理工大學) in July 2015.

Tianjin Construction Development Group Co., Ltd.

Biographies of Directors, Supervisors and Senior Management

SENIOR MANAGEMENT

Our senior management is responsible for the day-to-day management operations of our Group. For the biographical details of Mr. Zhao Kuanghua, Mr. Li Kai, Ms. Guan Fengdan, Mr. Yang Youhua and Mr. Ni Baqun, please see the paragraphs headed "Directors — Executive Directors" in this section.

JOINT COMPANY SECRETARIES

Mr. Li Kai (李凱), aged 51, was appointed as one of our joint company secretaries in June 2023. Mr. Li is an executive Director and the chief financial officer of our Company. Please see the paragraph headed "Directors — Executive Directors" in this section for his biography.

Mr. Lui Wing Yat Christopher (呂穎一), aged 35, was appointed as our joint company secretary in June 2023 and he is a senior manager of company secretarial services of Tricor Services Limited.

Mr. Lui has over 10 years of experience in the corporate secretarial field. He has been working for Tricor Services Limited since October 2011. He has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies.

Mr. Lui is currently the joint company secretary of TOT BIOPHARM International Company Limited (a company listed on the Hong Kong Stock Exchange (stock code: 1875)) and TI Cloud Inc. (a company listed on the Hong Kong Stock Exchange (stock code: 2167)); and the company secretary of CARsgen Therapeutics Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 2171)), HBM Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 2142)) and Helens International Holdings Company Limited (a company listed on the Hong Kong Stock Exchange (stock code: 9869)).

Mr. Lui is a Chartered Secretary, a Chartered Governance Professional and an Associate of both The Hong Kong Chartered Governance Institute (HKCGI) and The Chartered Governance Institute in the United Kingdom. Mr. Lui received his bachelor's degree of science in economics and statistics from University College London in the United Kingdom in August 2011.

Annual Report 2024

Biographies of Directors, Supervisors and Senior Management

CHANGES IN DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

Changes in Directors, Supervisors and Senior Management

The changes in Directors, the Supervisors and the senior management of the Company and their biographies during the Reporting Year and up to the date of this annual report are set out below:

(i) Ms. Zhao Xiaorong (趙曉榮) has resigned from the positions of executive Director and vice president of the Company with effect from 2 December 2024.

(ii) Ms. Guan Fengdan (關鳳丹) was appointed as an executive Director of the Company with effect from 20 December 2024.

(iii) Mr. Yang Shitai (楊世泰) has resigned from the position of independent non-executive Director of the Company with effect from 10 October 2024.

(iv) Dr. Liu Jinlu (劉金璐) was appointed as an independent non-executive Director of the Company with effect from 10 October 2024.

(v) Ms. Zhu Yiwei (朱藝偉) resigned from the position of Supervisor of the Company with effect from 21 June 2024.

(vi) Mr. Hu Shixin (胡世新) resigned from the position of Supervisor of the Company with effect from 21 June 2024.

(vii) Mr. Wang Lei (王磊) was appointed as a Supervisor of the Company with effect from 21 June 2024.

(viii) Mr. Ren Feiyu (任飛宇) was appointed as a Supervisor of the Company with effect from 21 June 2024.

(ix) Ms. Wang Ling (王玲) has resigned from the positions of Supervisor and the chairperson of the supervisory committee of the Company with effect from 27 January 2025.

(x) Mr. Lu Xiaoliang (路曉亮) was appointed as a Supervisor and the chairperson of the supervisory committee of the Company with effect from 27 January 2025.

Save as disclosed above, the Directors and the Supervisors confirm that no information is required to be disclosed pursuant to Rule 13.51B of the Listing Rules.

Dr. Liu Jinlu and Ms. Guan Fengdan obtained the legal advice referred to in Rule 3.09D of the Listing Rules on 26 September 2024 and 4 December 2024, respectively, and has each confirmed that he/she understood his/her obligations as a Director.

None of the Directors, Supervisors or senior management has any personal relationship (including financial, business, family or other material/relevant relationship) with any other Directors, Supervisors or senior management or any chief executive.

Tianjin Construction Development Group Co., Ltd.

Directors' Report

The Board is pleased to present its report together with the audited consolidated financial statements of the Group for the year ended 31 December 2024.

GLOBAL OFFERING

On 23 April 2024, the H Shares of the Company were listed on the Main Board of the Hong Kong Stock Exchange in a global offering of 53,950,000 H Shares with nominal value of RMB1.00 each, comprising a Hong Kong public offering of 26,976,000 H Shares and an international offering of 26,974,000 H Shares (as adjusted in the Company's allotment results announcement dated 22 April 2024). The H Shares were issued and subscribed to Hong Kong and overseas investors at an Offer Price of HK$2.50 per H Share (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, the Hong Kong Stock Exchange transaction fee of 0.00565% and Accounting and Financial Reporting Council transaction levy of 0.00015%) by way of an initial public offering. The over-allotment option as described in the Prospectus was not exercised by the overall coordinator (for itself and on behalf of the international underwriters).

USE OF PROCEEDS

The net proceeds from the Global Offering (after deducting the underwriting fees and commissions and related cost and expenses) amounted to approximately HK$92.2 million. There is no change or material delay to the intended use of net proceeds and the expected implementation timetable as previously disclosed in the section headed "Future Plans and Use of Proceeds" in the Prospectus.

As at 31 December 2024, the Company had utilized approximately HK$77.7 million of net proceeds from the Global Offering, representing approximately 84.3% of the total net proceeds from the Global Offering, in accordance with the intended use set out in the Prospectus. As at 31 December 2024, the unutilised net proceeds have been placed in licensed banks and/or authorized financial institution in the PRC. For details of the use of net proceeds from the Global Offering, please refer to the section headed "Future Plans and Use of Proceeds" in the Prospectus.

The following table sets out breakdown of the use of proceeds from the Global Offering as at 31 December 2024:

Purpose	Percentage of net proceeds	Estimated net proceeds allocated as disclosed in the Prospectus^{(1)} (HK$ million)	Allocated net proceeds from the Global Offering^{(1)} (HK$ million)	Net proceeds utilized since the Listing and up to 31 December 2024 (HK$ million)	Unutilised net proceeds as of 31 December 2024 (HK$ million)	Expected timeline of full utilization of net proceeds
To fund our up-front costs of potential projects	55.0%	56.3	50.7	50.7	-
To establish local branch offices in regions outside Tianjin and expand our business presence in more cities in the PRC	15.0%	15.3	13.8	12.4	1.4	By the first half of 2025
To enhance our R&D capabilities	10.0%	10.3	9.2	5.3	3.9	By the end of 2025

Annual Report 2024 23

Directors' Report

Purpose	Percentage of net proceeds	Estimated net proceeds allocated as disclosed in the Prospectus(1) (HK$ million)	Allocated net proceeds from the Global Offering(1) 31 December 2024 (HK$ million)	Net proceeds utilized since the Listing and up to 31 December 2024 (HK$ million)	Unutilised net proceeds as of 31 December 2024 (HK$ million)	Expected timeline of full utilization of net proceeds
To acquire or invest in other construction companies that focus on petrochemical engineering, new energy engineering or new urban infrastructure construction, which hold the relevant Licenses or qualifications to undertake such works	10.0%	10.3	9.2	-	9.2	By the end of 2025
For working capital and general corporate purposes	10.0%	10.3	9.3	9.3	-
Total	100%	102.5	92.2	77.7	14.5

Note:
(1) The final offer price of the Global Offering was fixed at HK$2.50 per offer share (being the lower end of the offer price range) and the net proceeds finally received from the Global Offering was lower than the estimated net proceeds as disclosed in the Prospectus which was based on an offer price of HK$2.70 per offer share (being the mid-point of the offer price range). The net proceeds allocated to the above purposes were adjusted on a pro-rata basis.

The Company does not have any intention to change the purposes of the proceeds from the Global Offering as set out in the Prospectus, and will gradually utilise the net proceeds from the Global Offering with the intended purposes.

PRINCIPAL ACTIVITIES

There were no significant changes in the nature of the Group's principal activities during the year ended 31 December 2024. Please refer to Note 16 in the section headed "Notes to the Consolidated Financial Statements" in this annual report for details of the principal activities of the principal subsidiaries of the Group. An analysis of the Group's revenue and operating profit for the Reporting Year by principal activities is set out in the section headed "Management Discussion and Analysis" in this annual report and Note 4 in the section headed "Notes to the Consolidated Financial Statements" in this annual report.

Tianjin Construction Development Group Co., Ltd.

Directors' Report

BUSINESS REVIEW

A review of the Group's business during the Reporting Year could be found in the sections headed "Chairman's Statement", "Management Discussion and Analysis" and "Corporate Governance Report" in this annual report. The review and discussion form part of this Directors' report.

Principal Risks and Uncertainties

Our business and operation are subject to the following principal risks and uncertainties.

(i) Our business and future growth are subject to macroeconomic conditions in the PRC, particularly in Tianjin, and changes in market demand for our services and renewal or revision of government policies and regulations in relation to the construction market, which are beyond our control.

(ii) Our business operations, working capital and cash flow position may be adversely affected if our customers delay in processing payment or fail to settle our bills.

(iii) We face intense competition in our industry, which could adversely affect our business.

(iv) If we are unable to fully recover our contract assets or if retention fee is not fully released to us after expiry of the warranty period, our liquidity and financial position may be adversely affected.

(v) If we are unable to perform our contracts with customers and fulfil our obligations, our financial position and results of operations may be adversely affected.

(vi) If we are unable to accurately estimate or control our costs for projects, or there are substantial changes to the scope of work we are required to perform, we may incur additional expenses, which could adversely affect our profitability.

(vii) We may not be able to maintain our current tender success rate.

(viii) There is no guarantee that our existing customers will continue engaging us in future business.

(ix) Failing to maintain or renew our material licenses, qualifications and permits could affect our business operations and results of operations.

(x) We have limited control over the quality, availability and performance of our subcontractors.

As the principal risks and uncertainties mentioned above are not exhaustive, please refer to the section headed "Risk Factors" in the Prospectus for detailed information.

RESULTS OF OPERATIONS

The results of the Group for the year ended 31 December 2024 are set out in the consolidated statement of profit or loss and other comprehensive income on page 72 of this annual report.

Annual Report 2024 25

Directors' Report

DIVIDEND POLICY AND FINAL DIVIDEND

Our Board may declare dividends in the future after taking into account various factors including our future earnings and cash inflows, future plan for use of funds, long-term development of our business and other legal and regulatory restrictions.

The Company is a joint stock limited company incorporated under the laws of the People's Republic of China. PRC laws require that dividends be paid only out of the profit for the year determined according to PRC accounting principles. PRC laws also require Chinese companies to set aside at least 10% of its after-tax profits, if any, to fund its statutory reserves until the aggregate amount of such reserves reach 50% of its registered capital, which are not available for distribution as cash dividends. The Company does not currently have any plan to pay any dividend to its shareholders. However, the Company may distribute dividends in cash or in such other manner as the Board may consider appropriate in the future. During the Reporting Year, none of the Shareholders has waived or agreed to waive any dividends.

Having due regard to the long-term interests of the Shareholders and the Company, the Board proposed not to declare any final dividend for the year ended 31 December 2024 (FY2023: Nil).

FINANCIAL SUMMARY

A summary of the audited consolidated results and the assets and liabilities of the Group for the last four financial years, as extracted from the audited consolidated financial statements, is set out on page 4 of this annual report. This summary does not form part of the audited consolidated financial statements.

PROPERTY, PLANT AND EQUIPMENT

Details of the movements in the property, plant and equipment of the Company and the Group for the year ended 31 December 2024 are set out in Note 12 in the section headed "Notes to the Consolidated Financial Statements" of this annual report.

The Company has valued the property interests of the Group and included such valuation in the Prospectus and those property interests are not stated at valuation in the financial statements of the Group for the Reporting Year. The valuation of the property interests of the Group as at 31 January 2024 was RMB62,686,000. The additional depreciation of RMB426,000 would be charged against the statement of profit or loss and other comprehensive income for the Reporting Year had those property interests been stated at such valuation.

CLOSURE OF REGISTER OF MEMBERS

The AGM will be held on Tuesday, 17 June 2025. A notice convening the AGM will be published in due course in the manner prescribed by the Listing Rules.

The register of members of the Company will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Tuesday, 17 June 2025. In order to qualify to attend the AGM and to vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Wednesday, 11 June 2025.

COMPLIANCE WITH LAWS AND REGULATIONS

We may be involved in legal proceedings in the ordinary course of business from time to time. For the Reporting Year, the Company is in compliance with the relevant laws and regulations that have a significant impact on the Company.

ENVIRONMENTAL POLICIES AND PERFORMANCE

Our Group recognizes potential impacts of environmental, social and governance ("ESG") matters on our Group's business, by proactively identifying and confirming our Group's responsibilities in such respect, while committing ourselves to complying with the reporting requirements of the Hong Kong Stock Exchange in relation to ESG following our Listing. In doing so, our human resources department would, if necessary, adjust our human resources policies to accommodate material changes to relevant labour and safety laws and regulations. For details, please refer to the Company's Environmental, Social and Governance Report published on 30 April 2025.

Tianjin Construction Development Group Co., Ltd.

Directors' Report

EVENTS SUBSEQUENT TO THE REPORTING YEAR

Change of Supervisor

On 27 January 2025, Ms. Wang Ling resigned as the employee-representative Supervisor and the chairperson of the Board of Supervisors. On even date, Mr. Lu Xiaoliang was democratically elected by the employee representatives of the Company as the employee representative Supervisor and the chairperson of the Board of Supervisors. For details, please refer to the Company's announcement dated 27 January 2025.

Amendments to the Articles of Association

On 27 February 2025, the Shareholders approved the adjustment of business scope and amendments to the Articles of Association at the extraordinary general meeting of the Company. The full text of the Articles of Association is available on the websites of the Hong Kong Stock Exchange and the Company.

H Share Full Circulation

The Company submitted an application (the "Full Circulation Application") to the China Securities Regulatory Commission (the "CSRC") on 3 December 2024 to implement the H Share full circulation in respect of conversion of all of its Unlisted Shares (representing approximately 75% of the total issued share capital of the Company) into H Shares. The Company received a filing notice (the "Filing Notice") on 7 March 2025 issued by the CSRC in respect of the Full Circulation Application. The Filing Notice will be valid for 12 months from 7 March 2025. On 28 April 2025, the Company received the approval granted by the Hong Kong Stock Exchange for the listing of and permission to deal in 161,844,749 H Shares to be converted from 161,844,749 Unlisted Shares. For details, please refer to the Company's announcements dated 3 December 2024 and 7 March and 28 April 2025, respectively.

Connected Transactions

During the period from 1 May 2024 to 18 November 2024, the Company, as the lessee, and Tianjin Jiangshengyuan Machinery Equipment Installation Co., Ltd.* (天津江盛源機械設備安裝有限公司) ("Jiangshengyuan Machinery"), as the lessor, entered into the seven machinery lease agreements (the "Machinery Lease Agreements") during the ordinary course of business of the Company, pursuant to which the Company leased machinery and equipment from Jiangshengyuan Machinery. Jiangshengyuan Machinery is a deemed connected person of the Company under the Listing Rules. Therefore, the transactions conducted under the Machinery Lease Agreements constituted connected transactions of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 of the Listing Rules, the transactions conducted under the Machinery Lease Agreements will be aggregated and treated as if they were one transaction. The Machinery Lease Agreements were subject to the reporting and announcement requirements and the independent Shareholders' approval requirement under Chapter 14A of the Listing Rules. The Company failed to announce the Machinery Lease Agreements and obtain independent Shareholders' approval for the same in accordance with Chapter 14A of the Listing Rules. As at the Latest Practicable Date, the Machinery Lease Agreements had expired. The Group will not conduct further transactions under the Machinery Lease Agreements with Jiangshengyuan Machinery. The Company deeply regrets its non-compliance with Chapter 14A of the Listing Rules and would like to stress that such non-compliance was purely inadvertent and the Company had no intention to withhold any information relating to the Machinery Lease Agreements from disclosure. In addition, due to its failure to identify the transactions conducted under the Machinery Lease Agreements as connected transactions, the Company did not consult the Compliance Adviser prior to entering into the Machinery Lease Agreements, which resulted in an unwitting breach of Rule 3A.23 of the Hong Kong Listing Rules by the Company. The Company takes such incidents of non-compliance with the Listing Rules seriously and will take the remedial measures to prevent the re-occurrence of similar incidents. For further details of the connected transactions with Jiangshengyuan Machinery and the remedial measures to be taken by the Company, please refer to the Company's announcements dated 24 March and 28 April 2025.

Annual Report 2024

Directors' Report

Save as disclosed above and in Note 32 in the section headed "Notes to the Consolidated Financial Statements" in this annual report, the Group is not aware of any significant events which could have a material impact on our operating and financial performance after the year ended 31 December 2024 and up to the date of this annual report.

SHARE CAPITAL

As at 31 December 2024, the total share capital of the Company was RMB215,794,749, divided into 215,794,749 shares of RMB1.0 each. Details of movements in the Company's share capital for the year ended 31 December 2024 are set out in Note 26 in the section headed "Notes to the Consolidated Financial Statements" of this annual report.

RESERVES

Details of the movements in the reserves of the Group for the year ended 31 December 2024 are set out in the section headed "Consolidated Statement of Changes of Equity" of this annual report.

DISTRIBUTABLE RESERVES

As at 31 December 2024, the Company's reserves available for distribution to the Shareholders was approximately RMB43.9 million (31 December 2023: RMB27.3 million).

PURCHASE, REDEMPTION OR SALE OF THE LISTED SECURITIES

For the year ended 31 December 2024 and up to the date of this annual report, neither the Company nor any of its subsidiaries has purchased, redeemed or sold any of the Company's listed securities (including sale of treasury shares (as defined under the Listing Rules)).

Tianjin Construction Development Group Co., Ltd.

Directors' Report

PRE-EMPTIVE RIGHTS

The Company had no arrangement for pre-emptive rights and share options during the Reporting Year. Neither the Articles of Associates nor the PRC laws stipulates that the Company shall give priority to existing shareholders in offering new shares in proportion to the shareholdings.

DIRECTORS AND SUPERVISORS

The Directors of the Company during the period from the Listing Date and up to 31 December 2024 and up to the date of this annual report are as follows:

Executive Directors

Mr. Zhao Kuanghua (趙匡華) (President)
Mr. Li Kai (李凱) (Chief financial officer)
Ms. Zhao Xiaorong (趙曉榮) (resigned with effect from 2 December 2024)
Ms. Guan Fengdan (關鳳丹) (appointed with effect from 20 December 2024)
Mr. Yang Youhua (楊友華)
Mr. Ni Baqun (倪拔群)

Non-Executive Director

Mr. Wang Wenbin (王文彬) (Chairperson)

Independent Non-Executive Directors

Dr. Yan Bing (嚴兵)
Mr. Yang Shitai (楊世泰) (resigned with effect from 10 October 2024)
Dr. Liu Jinlu (劉金璐) (appointed with effect from 10 October 2024)
Mr. Shiu Shu Ming (顧恕明)

During the Reporting Year, (i) Mr. Yang Shitai resigned as an independent non-executive Director in order to reduce his workload and dedicate more time to pursue his other personal endeavors and work commitments; and (ii) Ms. Zhao Xiaorong resigned as an executive Director due to family and health reasons. For details of their resignations, please refer to the Company's announcements dated 21 August 2024 and 2 December 2024.

The Supervisors of the Company during the period from the Listing Date and up to 31 December 2024 and up to the date of this annual report are as follows:

Supervisors

Ms. Wang Ling (王玲) (resigned with effect from 27 January 2025)
Ms. Zhu Yiwei (朱藝偉) (resigned with effect from 21 June 2024)
Mr. Hu Shixin (胡世新) (resigned with effect from 21 June 2024)
Mr. Lu Xiaoliang (路曉亮) (Chairperson) (appointed with effect from 27 January 2025)
Mr. Wang Lei (王磊) (appointed with effect from 21 June 2024)
Mr. Ren Feiyu (任飛宇) (appointed with effect from 21 June 2024)

Annual Report 2024

Directors' Report

BIOGRAPHICAL DETAILS OF THE DIRECTORS, SUPERVISORS AND THE SENIOR MANAGEMENT

Biographical details of the Directors, the Supervisors and senior management of the Company are set out in the section headed "Biographies of Directors, Supervisors and Senior Management" of this annual report.

CHANGES OF INFORMATION OF DIRECTORS AND SUPERVISORS

After making specific enquiry by the Company and confirmed by the Directors and the Supervisors, save as disclosed below, there is no change to any information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules since the Listing Date and up to the date of this annual report.