香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不會就因本公 告全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。 清盤呈請聆訊的最新資料 誠如該等公告中披露，該呈請之聆訊（「聆訊」）原定延期至二零二五年八月二十五日。 本公司謹此更新該聆訊進一步延期至二零二五年十一月二十四日。然而，呈請人在延期 內可提前七天通知恢復聆訊。 誠如本公司二零二五年六月九日之公告，本公司控股股東合晉有限公司（「合晉」）之 優先股股東正在與合晉就優先股的條款進行調整和重新約定（「該調整」），而呈請人 要求與本公司正式簽署和解協議的時間安排在上述調整和重新約定之後。本公司已收到 合晉通知，上述調整和重新約定已取得重大進展。據此，本公司已與呈請人就和解協議 清盤呈請聆訊的最新資料 本公告乃由和嘉控股有限公司（「本公司」）根據香港聯合交易所有限公司（「聯交所」） 證券上巿規則（「上市規則」）第 13.09(2)(a)條及 13.25(1)(b)條及香港法例第 571 章 《證券及期貨條例》第 XIVA 部下的內幕消息條文（定義見上市規則）而作 ...

（以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 截至8月12日收盘，和嘉控股（00704.HK）报0.137港元，较上个交易日上涨1.48%，当日盘中最高价触 及0.210港元，创近一年新高。 资金流向方面，当日主力流入NaN万港元，流出NaN万港元，净流出3.25万港元。 和嘉控股有限公司("和嘉控股")于一九九一年五月二十七日在香港联交所上市,股票代号为0704。和嘉控 股主要从事焦炭生产和贸易、焦炉气转化为液化天然气(LNG)、合成氨、尿素等精细化工产品,同时该焦 化业务技术符合国家高标准的绿色环保要求。 本文源自：金融界 作者：港股君 ...

| 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00704 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.1 | HKD | | 400,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.1 | HKD | | 400,000,000 | 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 本月底法定/註冊股本總額： HKD 400,000,000 | | | 致：香港交易及結算所有限公司 公司名稱: 和嘉控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 第 ...

HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock code 股份代號：704) NOTIFICATION LETTER 通知信函 31 July 2025 Dear Non-registered Shareholder(s) (Note 1) , Huscoke Holdings Limited (the "Company") — Notice of Publication of 2024/25 Annual Report, Circular with Notice of the 2025 Annual General Meeting and Proxy Form (the "Current Corporate Communication") Notes: 1. This letter is addressed to non-registered shareholders of the Company. Non-registered sharehol ...

HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock code 股份代號：704) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), Huscoke Holdings Limited (the "Company") — Notice of Publication of 2024/25 Annual Report, Circular with Notice of the 2025 Annual General Meeting and Proxy Form (the "Current Corporate Communication") The Current Corporate Communication of the Company, in both English and Chinese versions, are available on the Company's website at ...

HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 (Incorporated in Bermuda with limited liability) 31 July 2025 Dear New Registered Shareholder(s), Election of Means of Receipt of Corporate Communications As a shareholder of Huscoke Holdings Limited (the "Company"), you may choose to receive corporate communications of the Company (the "Corporate Communications") through electronic means or in printed form. Corporate Communications refer to interim/annual reports, notices, documents or other shareholder publications of the ...

HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 # 決議案全文載於大會通告。 日期：二零二五年 月 日 簽署5 （於百慕達註冊成立之有限公司） （股份代號：704） 於二零二五年九月二十六日（星期五）舉行之股東週年大會（或其任何續會） 適用之代表委任表格 本人╱吾等1 地址為 為和嘉控股有限公司（「本公司」）股本中每股面值0.10港元之股份 股2 之登記持有人， 茲委任3 地址為 或如彼未克出席，大會主席為本人╱吾等之代表，代表本人╱吾等出席本公司謹訂於二零二五年九月二十六日（星期五）上午十一時正假座香港 金鐘金鐘道89號力寶中心一座36樓3604–05室舉行之股東週年大會（「股東週年大會」）（及其任何續會），藉以考慮並酌情通過召開股東週年大會通 告所載之決議案（不論有否修訂），並代表本人╱吾等以本人╱吾等之名義按下列指示就上述通告編號項目下提呈之決議案表決，倘若未有給予 指示，則由本人╱吾等之代表就該等決議案及任何正式提呈股東週年大會及╱或其任何續會之其他事項自行酌情表決。 請於適當方框內填上「✓」號，以表示 閣下之表決意願。 | | 普通決議案# | 贊成4 | 反對4 | | --- ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：704） (1) 省覽及審議截至二零二五年三月三十一日止年度之經審核財務報表與本 公司董事（「董事」）會及核數師報告； (2) (i) 重選王義軍先生為執行董事； (ii) 重選方敏女士為非執行董事； (iii) 重選邱伯瑜先生為獨立非執行董事； (iv) 重選張新彬博士為獨立非執行董事； 「動議 2 (v) 重選蔡偉康先生為獨立非執行董事；及 (vi) 授權董事會（「董事會」）釐定董事酬金。 (3) 續聘中匯安達會計師事務所有限公司為本公司核數師及授權董事會釐定 其酬金； (4) 作為特別事項，考慮及酌情通過（不論有否修訂）下列決議案為本公司普 通決議案： (a) 在本決議案(b)段之規限下，一般及無條件批准董事於有關期間內行 使本公司一切權力，以根據及按照一切適用法例及╱或香港聯合交 易 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應立即諮詢 閣下之股票經紀或其他 註冊證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有和嘉控股有限公司股份，應立即將本通函及隨附之代表委任 表格送交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主 或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部份內容而產生 或因倚賴該等內容而引致的任何損失承擔任何責任。 HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：704） 購回及發行股份之一般授權； 重選董事； 及 股東週年大會通告 和嘉控股有限公司（「本公司」）謹訂於二零二五年九月二十六日（星期五）上午十一時正假座 香港金鐘金鐘道89號力寶中心一座36樓3604–05室舉行股東週年大會，大會通告載於本通函 第22至25頁。隨函亦附奉股東週年大會適用之代表委任表格。該代表委任表格亦刊載於香港 聯合交易所有限公司網站(www.h ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) This section provides core corporate information including registration details, board and committee members, main offices, legal advisors, auditors, and principal bankers - This section provides core corporate information including the company's basic registration details, list of board and committee members, main offices, legal advisors, auditors, and principal bankers[4](index=4&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) - During and after the reporting period, there were multiple changes in the board and committee members, including resignations, appointments of several directors, and the passing of a non-executive director[6](index=6&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the company's business and financial performance, liquidity, going concern issues, risk management, and future outlook [Business Review](index=5&type=section&id=Business%20Review) The company faced a challenging business environment with low demand in the downstream steel industry and insufficient raw material price reductions, severely squeezing coking industry profit margins - The macro environment was severe: deep adjustments in the real estate sector and declining steel demand led to persistently low demand for coke as a raw material, severely squeezing profit margins in the coking industry[10](index=10&type=chunk)[11](index=11&type=chunk) - The core asset's production was delayed as partner Energy Technology failed to complete supporting facility construction due to market weakness and financing difficulties, preventing the company's advanced coke oven from formal operation; the first financing is now expected in mid-July, with supporting facilities completed by February next year[16](index=16&type=chunk)[18](index=18&type=chunk) - Debt restructuring progress: The company and major creditor China Cinda (Hong Kong) have reached textual consensus on a loan settlement agreement, but the signing date depends on Cinda Hong Kong's adjustment progress at the company's controlling shareholder level[19](index=19&type=chunk)[22](index=22&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) Group total revenue significantly increased to approximately HK$34.23 million, primarily from new coke processing trade, while annual loss narrowed to HK$29.49 million due to reduced administrative expenses Consolidated Operating Performance Summary | Indicator | FY2024/25 (HKD) | FY2023/24 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 34,230,000 | 2,403,000 | +1324.5% | | Gross Profit | 45,000 | 3,000 | +1400.0% | | Gross Profit Margin | 0.1% | 0.1% | Flat | | Loss After Tax | (29,487,000) | (35,739,000) | Loss narrowed by 17.5% | | Loss Attributable to Company Owners | (29,484,000) | (35,732,000) | Loss narrowed by 17.5% | | Basic Loss Per Share | (0.10) | (0.12) | Loss narrowed by 16.7% | - Business segment performance diverged: the coke trading segment generated all revenue of approximately **HK$34.23 million**, while coal-related ancillary and coke production segments had no revenue or performance for two consecutive reporting periods due to business interruption and coke oven shutdown[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - Expenses and costs: Administrative expenses decreased by **34.3%** year-on-year to **HK$17.94 million**, primarily due to reduced exchange losses and professional fees, which was the main reason for the narrowed pre-tax loss; finance costs remained largely flat at approximately **HK$31.14 million**[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - Capital structure: As of March 31, 2025, the gearing ratio was **47%**, a slight increase from **45%** in the previous year; equity attributable to company owners was approximately **HK$875 million**, with net asset value per share at **HK$3.59**[47](index=47&type=chunk)[48](index=48&type=chunk) [Liquidity and Financial Resources](index=9&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group's liquidity remained tight, with net current liabilities expanding to approximately HK$444.5 million and the current ratio decreasing to 0.24, indicating increased short-term repayment pressure Liquidity Indicators | Indicator | March 31, 2025 (HKD) | March 31, 2024 (HKD) | | :--- | :--- | :--- | | Net Current Liabilities | 444,496,000 | 337,091,000 | | Current Ratio | 0.24 | 0.29 | | Cash and Bank Balances | 1,675,000 | 2,448,000 | | Other Borrowings | 218,188,000 | 218,188,000 | [Going Concern, Auditor's Opinion, and Action Plans](index=10&type=section&id=Going%20Concern%2C%20Auditor%27s%20Opinion%2C%20and%20Action%20Plans) The company faces significant going concern uncertainties, leading to a disclaimer of opinion from the auditor, while management believes financial statements are appropriately prepared on a going concern basis given new asset operations and debt settlement progress - Significant going concern uncertainty exists: Note 2 to the financial statements indicates substantial doubt about the Group's ability to continue as a going concern due to continuous losses, high net current liabilities, and facing a winding-up petition; the validity of the financial statements depends on (i) successful settlement with creditors, (ii) the new operating assets' ability to generate cash flow, (iii) coal prices meeting expectations, and (iv) successful recovery of accounts receivable[53](index=53&type=chunk)[54](index=54&type=chunk) - Auditor issued a disclaimer of opinion: Considering the significant going concern uncertainty and the unclear outcome of management's measures to resolve liquidity issues, the auditor was unable to express an opinion on the financial statements; additionally, the auditor had a scope limitation regarding the recoverability of accounts receivable from Energy Technology[55](index=55&type=chunk)[58](index=58&type=chunk) - Management and Audit Committee's response: Management has formulated an action plan including: (i) advancing settlement negotiations with lenders to withdraw the winding-up petition, (ii) promoting full operation of new operating assets, (iii) continuing to pursue outstanding accounts receivable, and (iv) actively seeking other financing channels; the Audit Committee reviewed and agreed with management's position and action plan[60](index=60&type=chunk)[62](index=62&type=chunk)[76](index=76&type=chunk) [Risk Management and Other Disclosures](index=13&type=section&id=Risk%20Management%20and%20Other%20Disclosures) The company employs a three-tier risk management approach focusing on interest rate and foreign currency risks, with no significant contingent liabilities, operating leases, or capital commitments during the reporting period - Risk management framework: The Group adopts a three-tier risk management approach, with the Board responsible for ensuring the soundness and effectiveness of the system, primarily managing interest rate risk and foreign currency risk[78](index=78&type=chunk)[79](index=79&type=chunk) - Employees and remuneration: During the reporting period, the Group's staff costs were approximately **HK$9.71 million**, a decrease from **HK$10.225 million** in the previous period; as of March 31, 2025, the Group had **15** employees[90](index=90&type=chunk) - No significant commitments or securities transactions: As of the end of the reporting period, the Group had no operating lease commitments or significant contingent liabilities, and did not purchase, sell, or redeem any of the company's listed securities during the period[77](index=77&type=chunk)[88](index=88&type=chunk)[92](index=92&type=chunk) [Prospects](index=15&type=section&id=Prospects) The company will focus on three key areas: promoting coke oven production, investing in deep processing of coking by-products, and exploring new energy investment opportunities in response to national "dual carbon" strategies - Core business production: The primary task is to promote early production of the coke oven to achieve cash flow and profitability[98](index=98&type=chunk) - Industrial chain extension: Plans to invest in fine deep processing of coking by-product tail gas to enhance product added value and profitability[98](index=98&type=chunk) - New sector expansion: Will actively seek investment opportunities in new and green energy sectors in response to the national "dual carbon" strategy[98](index=98&type=chunk) [Biographical Details of Directors and Senior Management](index=15&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section provides detailed biographical information for the company's executive, non-executive, and independent non-executive directors, as well as the company secretary [Executive Directors](index=16&type=section&id=Executive%20Directors) The executive director team comprises Chairman and CEO Mr. Zhao Xuguang and Mr. Wang Yijun, both possessing extensive experience in business management, energy, industrial construction, and investment - Mr. Zhao Xuguang, 62, serves as Chairman and Chief Executive Officer, with over **20 years** of experience in business decision-making and management, holding a Bachelor's degree in Economics[99](index=99&type=chunk) - Mr. Wang Yijun, 62, holds qualifications in industrial and civil architecture from Taiyuan University, and has served as general manager in investment and trade sectors[100](index=100&type=chunk) [Non-Executive Directors](index=16&type=section&id=Non-Executive%20Directors) Non-executive directors include Mr. Huang Shaoxiong and Ms. Fang Min, bringing extensive experience in banking, finance, commodity trading, and corporate finance transactions - Mr. Huang Shaoxiong, 69, has over **40 years** of experience in banking, finance, commodity trading, and project development, serving as a director in multiple listed companies[101](index=101&type=chunk)[104](index=104&type=chunk) - Ms. Fang Min, 54, appointed on December 31, 2024, possesses over **28 years** of experience in corporate finance transactions, including M&A and IPOs[105](index=105&type=chunk) [Independent Non-Executive Directors](index=18&type=section&id=Independent%20Non-Executive%20Directors) The independent non-executive director team, appointed on June 16, 2025, comprises Mr. Qiu Boyu, Dr. Zhang Xinbin, and Mr. Cai Weikang, all with deep professional backgrounds in accounting, auditing, corporate governance, taxation, and finance - Mr. Qiu Boyu, 56, is a practicing accountant in Hong Kong with over **30 years** of experience in M&A transaction support and financial due diligence[108](index=108&type=chunk) - Dr. Zhang Xinbin, 60, has over **38 years** of experience in auditing, financial reporting, taxation, and internal control, holding multiple professional qualifications[112](index=112&type=chunk) - Mr. Cai Weikang, 67, is a member of the Hong Kong Institute of Certified Public Accountants, previously worked at PwC, and has served as general manager and director in various enterprises[116](index=116&type=chunk)[117](index=117&type=chunk) [Company Secretary](index=22&type=section&id=Company%20Secretary) The Company Secretary is Ms. Au Wing Sze, appointed since August 1, 2020, holding a Bachelor of Business Administration and a Master of Corporate Governance, with extensive experience in listed companies - Ms. Au Wing Sze holds a Master of Corporate Governance degree and is a member of the Hong Kong Chartered Governance Institute and the Chartered Governance Institute in the UK, possessing extensive professional experience[120](index=120&type=chunk) [Report of the Directors](index=22&type=section&id=Report%20of%20the%20Directors) This report provides an overview of the company's business, financial performance, key risks, future development, and corporate governance matters, including director information and shareholder interests [Business and Financial Overview](index=23&type=section&id=Business%20and%20Financial%20Overview) This section outlines the company's main businesses, key risks, and future development directions, emphasizing the push for new coke oven assets and expansion into clean energy - Principal businesses: The company is an investment holding company primarily engaged in coke trading, coal-related ancillary businesses, and coke production[123](index=123&type=chunk) - Key risks: The company faces three major risks: (1) fluctuations in coke and coal prices; (2) changes in Chinese government policies and regulations, particularly environmental protection and capacity reduction policies; and (3) safety production management risks[125](index=125&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - Future development: The company plans to promote the full operation of new coke oven assets with an annual capacity of no less than **1.2 million tonnes** of coke, and intends to develop clean energy projects such as liquefied natural gas and hydrogen using coke oven gas[139](index=139&type=chunk)[140](index=140&type=chunk) [Reserves and Dividends](index=28&type=section&id=Reserves%20and%20Dividends) As of March 31, 2025, the company had no distributable reserves, and the Board therefore did not recommend a final dividend for the year - As of March 31, 2025, the company's distributable reserves were a negative **HK$714 million**, thus no reserves were available for distribution[160](index=160&type=chunk) - The Board did not recommend a final dividend for the year ended March 31, 2025, consistent with the previous year[161](index=161&type=chunk) [Directors and Corporate Matters](index=29&type=section&id=Directors%20and%20Corporate%20Matters) This section discloses the list of directors, their re-election at the upcoming AGM, confirmation of independent directors' independence, purchase of liability insurance for directors, and absence of significant connected transactions - Director changes and re-election: Significant changes occurred in the Board after the reporting period, with several directors resigning and new appointments including Ms. Fang Min, Mr. Qiu Boyu, Dr. Zhang Xinbin, and Mr. Cai Weikang; Mr. Wang Yijun and the newly appointed directors will stand for re-election at the 2025 Annual General Meeting[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) - Independence confirmation: The company has received annual independence confirmations from each independent non-executive director and considers them to have remained independent throughout the reporting period and up to the report date[176](index=176&type=chunk) - No significant connected transactions: During the reporting period, neither the company, its subsidiaries, directors, nor controlling shareholders engaged in any significant connected transactions, arrangements, or contracts[189](index=189&type=chunk) [Share Interests](index=32&type=section&id=Share%20Interests) As of March 31, 2025, Chairman Mr. Zhao Xuguang held 50.57% of the company's shares through his controlled corporations, with other significant shareholders also disclosed Shareholdings of Directors and Major Shareholders (as of March 31, 2025) | Shareholder Name/Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Zhao Xuguang | Interest in controlled corporation | 146,841,904 | 50.57% | | Ms. Fang Min | Beneficial owner | 3,301,886 | 1.137% | | Rongtai Resources Limited (controlled by Mr. Li Hongwei) | Beneficial owner/controlled corporation | 14,718,922 | 5.07% | [Customers, Suppliers and Other Disclosures](index=35&type=section&id=Customers%2C%20Suppliers%20and%20Other%20Disclosures) The company experienced high customer and supplier concentration, with the top five accounting for 100% of total turnover and purchases respectively, and provided updates on the winding-up petition - High customer and supplier concentration: The top five customers accounted for **100%** of total turnover, with the largest customer accounting for **43.7%**; the top five suppliers accounted for **100%** of total purchases, with the largest supplier accounting for **56.9%**[216](index=216&type=chunk) - Post-reporting period events: The hearing for the winding-up petition against the company has been adjourned to August 25, 2025; the company has reached consensus with the petitioner, China Cinda (Hong Kong), on the terms of a settlement agreement, but formal signing awaits the petitioner's completion of preferred share terms adjustment at the company's controlling shareholder level[225](index=225&type=chunk)[226](index=226&type=chunk) [Corporate Governance Report](index=37&type=section&id=Corporate%20Governance%20Report) This report details the company's corporate governance practices, board structure, committee functions, risk management, internal controls, and shareholder communication, highlighting compliance and deviations from the CG Code [Corporate Governance Practices](index=38&type=section&id=Corporate%20Governance%20Practices) The company strives to maintain high corporate governance standards, largely complying with the Listing Rules' Corporate Governance Code, with two noted deviations and an auditor's disclaimer on going concern - The company has complied with most provisions of the Corporate Governance Code, with two deviations noted[241](index=241&type=chunk) - Deviation from Code Provision C.2.1: The roles of Chairman and Chief Executive Officer are combined and held by Mr. Zhao Xuguang; the Board believes this ensures leadership consistency and efficient strategic planning[258](index=258&type=chunk)[263](index=263&type=chunk) - Deviation from Code Provision C.1.6: Non-executive director Mr. Jiang Jiansheng was absent from the Extraordinary General Meeting on September 30, 2024, due to personal reasons[309](index=309&type=chunk)[310](index=310&type=chunk)[312](index=312&type=chunk) - The auditor issued a disclaimer of opinion regarding the company's ability to continue as a going concern, and the company has disclosed its response plan in the Management Discussion and Analysis section[242](index=242&type=chunk) [Board of Directors](index=39&type=section&id=Board%20of%20Directors) The Board of Directors, comprising nine members including a majority of independent non-executive directors, is responsible for leading the company, overseeing operations, and ensuring compliance, with regular meetings and continuous professional development for directors - Board composition: The Board comprises **nine** members, with independent non-executive directors constituting one-third, complying with Listing Rules requirements[249](index=249&type=chunk)[265](index=265&type=chunk) - Board meetings: A total of **6** Board meetings were held during the reporting period, with most directors attending all or most meetings[301](index=301&type=chunk)[308](index=308&type=chunk) - Continuous professional development: All directors participated in continuous professional development training covering legal, accounting, corporate governance, and director responsibilities to ensure their contributions remain current[314](index=314&type=chunk)[315](index=315&type=chunk) [Board Committees](index=48&type=section&id=Board%20Committees) The company has established an Audit Committee, Remuneration Committee, and Nomination Committee to assist the Board in overseeing financial reporting, risk management, internal controls, remuneration policies, and board composition - Audit Committee: Composed of three independent non-executive directors and one non-executive director, responsible for reviewing financial statements, evaluating external auditor performance, and reviewing risk management and internal control systems[323](index=323&type=chunk)[324](index=324&type=chunk)[333](index=333&type=chunk) - Remuneration Committee: Composed of three independent non-executive directors and one non-executive director, responsible for reviewing directors' fees and remuneration policies, ensuring no director participates in determining their own remuneration[329](index=329&type=chunk)[330](index=330&type=chunk)[337](index=337&type=chunk) - Nomination Committee: Composed of one executive director (Chairman) and three independent non-executive directors, responsible for reviewing board composition, assessing director independence, and nominating directors for re-election[338](index=338&type=chunk)[339](index=339&type=chunk)[342](index=342&type=chunk) [Risk Management, Internal Control and Auditor](index=52&type=section&id=Risk%20Management%2C%20Internal%20Control%20and%20Auditor) The Board is ultimately responsible for the Group's risk management and internal control systems, which are based on the COSO framework and annually evaluated, with the Audit Committee overseeing auditor independence - Risk management and internal control: The Group's risk management and internal control framework is based on the COSO framework and annually evaluated by independent external professionals; the Board considers the system effective and adequate[344](index=344&type=chunk)[347](index=347&type=chunk)[351](index=351&type=chunk) - Auditor's remuneration: For the year ended March 31, 2025, audit service fees paid to the auditor, Zhonghui Anda CPA Limited, amounted to **HK$950,000**, with no non-audit service fees[358](index=358&type=chunk)[360](index=360&type=chunk) - Directors' responsibility for financial statements: Directors confirm their responsibility for preparing true and fair consolidated financial statements and consider the adoption of the 'going concern' basis appropriate[360](index=360&type=chunk) [Shareholders' Rights and Communication](index=57&type=section&id=Shareholders%27%20Rights%20and%20Communication) The company outlines shareholders' rights under Bermuda company law and its bye-laws, including procedures for convening extraordinary general meetings and proposing resolutions, emphasizing transparent communication through various channels - Convening Extraordinary General Meetings: Shareholders holding not less than **10%** of the paid-up share capital have the right to request the Board to convene an Extraordinary General Meeting[374](index=374&type=chunk) - Proposing resolutions at General Meetings: Shareholders holding not less than **5%** of the paid-up share capital or not less than **100** shareholders may request the company to circulate notice of a resolution intended to be moved at the meeting[380](index=380&type=chunk) - Communication channels: The company maintains communication with shareholders through annual reports, announcements, its company website (www.huscoke.com), and general meetings, and provides a dedicated investor relations email (ir@huscoke.com)[384](index=384&type=chunk)[386](index=386&type=chunk)[390](index=390&type=chunk) [Environmental, Social and Governance Report](index=60&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report covers the Group's ESG governance, strategy, environmental performance, and social responsibility initiatives, including targets for reducing energy, water, and greenhouse gas emission densities [ESG Governance and Strategy](index=61&type=section&id=ESG%20Governance%20and%20Strategy) The ESG report covers the Group's Hong Kong office and Shanxi plant, following HKEX ESG Reporting Guide, with a Board-led governance structure and targets to reduce electricity, water, and GHG emission densities by 5% by 2030 - ESG governance structure: The Group has established a governance structure with the Board ultimately responsible and the ESG Working Group managing and implementing all ESG-related matters[404](index=404&type=chunk)[407](index=407&type=chunk)[414](index=414&type=chunk) - Materiality issues: Through materiality matrix assessment, the Group identified 'emission control,' 'occupational health and safety,' and 'product and service quality' as areas with the greatest impact on business and stakeholders[425](index=425&type=chunk)[427](index=427&type=chunk) 2030 Environmental Targets (2025 as Baseline Year) | Area | Target | | :--- | :--- | | Electricity Consumption | Reduce electricity consumption intensity by 5% by 2030 | | Water Consumption | Reduce water consumption intensity by 5% by 2030 | | Greenhouse Gas Emissions | Reduce greenhouse gas emission intensity by 5% by 2030 | [Environmental Performance](index=69&type=section&id=Environmental%20Performance) The Group adheres to environmental regulations, with total GHG emissions of 9.15 tonnes of CO2e primarily from purchased electricity, and has identified and is mitigating physical and transitional climate risks Greenhouse Gas Emissions (tonnes of CO2e) | Scope | FY2025 | FY2024 | | :--- | :--- | :--- | | Scope 1 (Direct Emissions) | – | – | | Scope 2 (Indirect Emissions) | 7.50 | 7.58* | | Scope 3 (Other Indirect Emissions) | 1.65 | 1.18 | | **Total** | **9.15** | **8.76*** | Resource Consumption | Resource Type | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | MWh | 19.72 | 19.94 | | Total Water Consumption | Cubic Meters | 139.38 | 140.22 | - Climate risk identification: The Group has identified climate-related physical risks (e.g., coastal inundation, extreme heat) and transitional risks (e.g., changes in market demand, increased operating costs) and is developing corresponding mitigation strategies[471](index=471&type=chunk)[476](index=476&type=chunk)[477](index=477&type=chunk) [Social Performance](index=78&type=section&id=Social%20Performance) The Group maintains a safe and healthy work environment, with 15 full-time employees and zero work-related injuries for three consecutive years, emphasizing employee training, supply chain management, product quality, and anti-corruption measures Employee Profile (as of March 31, 2025) | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 15 | 15 | | Employee Turnover Rate | 20% | 20% | - Health and safety: The Group has achieved zero work-related injuries and fatalities for three consecutive years, with no lost workdays due to work-related injuries during the reporting period[507](index=507&type=chunk)[509](index=509&type=chunk) Employee Training Overview | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Percentage of Employees Trained | 120.00% | 93.33% | | Average Training Hours Per Trained Employee | 13.13 hours | 11.80 hours | - Anti-corruption and whistleblowing: The Group adopts a zero-tolerance policy towards corruption and has established anonymous whistleblowing channels; no concluded corruption litigation cases were reported during the period[557](index=557&type=chunk)[559](index=559&type=chunk)[561](index=561&type=chunk) [Independent Auditor's Report](index=104&type=section&id=Independent%20Auditor%27s%20Report) The independent auditor, Zhonghui Anda CPA Limited, issued a disclaimer of opinion on the consolidated financial statements due to significant uncertainties related to going concern and scope limitations [Disclaimer of Opinion](index=105&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to significant going concern uncertainties, including continuous losses, substantial net current liabilities, and a winding-up petition - The auditor explicitly stated a disclaimer of opinion on the Group's consolidated financial statements due to the inability to obtain sufficient audit evidence as a basis for the opinion[584](index=584&type=chunk) - The basis for the disclaimer of opinion is 'material uncertainty related to going concern,' specifically: as of March 31, 2025, the Group recorded a loss attributable to owners of **HK$29.484 million**, net current liabilities of approximately **HK$444 million**, and received a winding-up petition from a major creditor[585](index=585&type=chunk) - The validity of the financial statements on a going concern basis depends on multiple uncertain factors, including whether new operating assets can commence operation on schedule, successful debt recovery, ability to defer repayments, and successful withdrawal of the winding-up petition; the auditor could not assess the likelihood of success of these measures[588](index=588&type=chunk)[589](index=589&type=chunk) [Other Matters (Scope Limitation)](index=107&type=section&id=Other%20Matters%20%28Scope%20Limitation%29) The auditor noted a scope limitation regarding the recoverability of approximately HK$138 million in prepayments, deposits, and other receivables, which would have led to a qualified opinion even without the going concern issue - Audit scope limitation: The auditor was unable to obtain sufficient appropriate audit evidence regarding the recoverability of approximately **HK$138 million** (2025) and **HK$120 million** (2024) in prepayments, deposits, and other receivables[594](index=594&type=chunk) - Legal process uncertainty: Although management has initiated legal action against the debtors and applied for enforcement, the legal proceedings are ongoing as of the report date, with an unknown outcome, thus preventing determination of the recoverability extent[595](index=595&type=chunk) - Impact on revenue recognition: The uncertainty regarding the recoverability of accounts receivable also prevented the auditor from obtaining sufficient evidence to determine whether the economic benefits from approximately **HK$19.55 million** (2025) in compensation income recognized based on this would correspondingly increase[596](index=596&type=chunk) [Consolidated Financial Statements](index=109&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, cash flows, and detailed notes explaining key figures and accounting policies [Consolidated Statement of Profit or Loss and Comprehensive Income](index=110&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Comprehensive%20Income) For the year ended March 31, 2025, Group revenue significantly increased to HK$34.23 million, but high finance costs and administrative expenses resulted in an annual loss of HK$29.49 million, albeit narrowed from the previous year Consolidated Statement of Profit or Loss Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 34,230 | 2,403 | | Gross Profit | 45 | 3 | | Compensation Income | 19,554 | 22,416 | | Administrative Expenses | (17,943) | (27,327) | | Finance Costs | (31,144) | (31,105) | | **Loss Before Tax** | **(29,487)** | **(35,739)** | | **Loss for the Year** | **(29,487)** | **(35,739)** | | **Total Comprehensive Expense for the Year** | **(43,873)** | **(104,619)** | [Consolidated Statement of Financial Position](index=112&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets were approximately HK$1.81 billion, largely non-current, with total liabilities at HK$770 million, and net current liabilities expanding to HK$444.5 million, indicating increased short-term liquidity pressure Consolidated Statement of Financial Position Summary (HK$ Thousand) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-current Assets** | **1,668,142** | **1,688,844** | | Property, Plant and Equipment | 1,666,634 | 1,687,336 | | **Current Assets** | **142,757** | **138,341** | | **Total Assets** | **1,810,899** | **1,827,185** | | **Current Liabilities** | **587,253** | **475,432** | | **Non-current Liabilities** | **182,456** | **266,690** | | **Total Liabilities** | **769,709** | **742,122** | | **Net Assets** | **1,041,190** | **1,085,063** | | **Net Current Liabilities** | **(444,496)** | **(337,091)** | [Consolidated Statement of Cash Flows](index=115&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the reporting period, the Group generated HK$0.751 million in net cash inflow from operating activities, a significant decrease from the previous year, resulting in a net decrease of HK$0.771 million in cash and cash equivalents Consolidated Statement of Cash Flows Summary (HK$ Thousand) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 751 | 4,255 | | Net Cash (Outflow)/Inflow from Investing Activities | (4) | 271 | | Net Cash Used in Financing Activities | (1,518) | (2,999) | | **Net (Decrease)/Increase in Cash and Cash Equivalents** | **(771)** | **1,527** | | Cash and Cash Equivalents at Beginning of Year | 2,448 | 601 | | **Cash and Cash Equivalents at End of Year** | **1,675** | **2,448** | [Notes to the Consolidated Financial Statements](index=117&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the financial statements, including significant going concern uncertainties, segment information, details of other borrowings, and post-reporting period events regarding the winding-up petition - Note 2 - Going Concern Basis: Details the significant uncertainties faced by the Group, including continuous losses, net current liabilities of **HK$444 million**, receipt of a winding-up petition from a major creditor, and new operating assets not yet generating revenue[636](index=636&type=chunk) - Note 6 - Segment Information: Shows that the **HK$34.23 million** revenue for FY2025 was entirely from the coke trading segment, while coal-related ancillary and coke production segments had no revenue[809](index=809&type=chunk) - Note 23 - Other Borrowings: Discloses total other borrowings of approximately **HK$218 million**, including an unsecured loan of **HK$200 million** that has been demanded for immediate repayment by the lender, leading to a winding-up petition[886](index=886&type=chunk)[888](index=888&type=chunk) [Five-year Financial Summary](index=181&type=section&id=Five-year%20Financial%20Summary) This section provides a five-year overview of the company's key financial data, highlighting significant revenue decline since 2021 and the impact of non-operating gains on net assets Five-year Financial Data Summary (HK$ Thousand) | Item | FY2025 | FY2024 | FY2022/23 | FY2021 | FY2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 34,230 | 2,403 | 34,726 | 866,602 | 1,176,982 | | (Loss)/Profit Before Tax | (29,487) | (35,739) | 1,638,678 | (21,513) | (527,533) | | (Loss)/Profit for the Year | (29,487) | (35,739) | 1,248,861 | (31,182) | (532,532) | | Total Assets | 1,810,899 | 1,827,185 | 1,910,086 | 2,221,404 | 2,064,344 | | Total Liabilities | (769,709) | (742,122) | (721,104) | (2,379,496) | 2,189,245 | | Net Assets/(Liabilities) | 1,041,190 | 1,085,063 | 1,188,982 | (158,092) | (124,901) | - Five-year data shows a sharp decline in company revenue since 2021, remaining at extremely low levels in the last two years; the substantial profit in FY2022/23 primarily stemmed from gains on disposal of a subsidiary, not operating profit; net assets turned positive in FY2022/23 due to subsidiary disposal but have slightly declined in the last two years[987](index=987&type=chunk) [Definitions](index=183&type=section&id=Definitions) This section provides clear definitions for specific terms used throughout the report, such as "Board," "Group," and "Listing Rules" - This section provides clear definitions for specific terms used in the report, such as 'Board,' 'the Group,' and 'Listing Rules'[990](index=990&type=chunk)[991](index=991&type=chunk)