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佈之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 E&P Global Holdings Limited 1142 訴訟最新情況 - 1 - (a) Zhi Charles向本公司及其他被告提出之二零一六年HCA 584號（「HCA 584/2016」）訴 訟、二零一六年HCA 1195號（「HCA 1195/2016」）訴訟及二零一六年HCA 1618號 （「HCA 1618/2016」）訴訟； (b) Zhi Charles向Grandvest及其他被告提出之二零一六年HCA 2380號（「HCA 2380/ 2016」）訴訟； (c) Zhi Charles向前董事及其他被告提出之二零一六年HCA 2397號（「HCA 2397/2016」） 訴訟； (d) Kim Sung Ho向本公司及其他被告提出之二零一六年HCA 2633號（「HCA 2633/ 2016」）訴訟、二零一六年HCA 3148號（「HCA 3148/2016）訴訟、二零一六年 ...

（於開曼群島註冊成立之有限公司） （股份代號 :1142） 年 報 ANNUAL REPORT 2025 E&P Global Holdings Limited 能 源 及 能 量 環 球 控 股 有 限 公 司 Annual Rep ort 2 (incorporated in the Cayman Islands with limited liability) 0 2 5 二 零 二 五 年 年 報 (Stock Code :1142) 2025 目錄 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論與分析 | 5 | | 董事會報告書 | 13 | | 企業管治報告 | 23 | | 獨立核數師報告書 | 34 | | 綜合損益及其他全面收入表 | 40 | | 綜合財務狀況表 | 41 | | 綜合權益變動表 | 43 | | 綜合現金流量表 | 44 | | 綜合財務報表附註 | 46 | | 財務概要 | 136 | 1 能源及能量環球控股有限公司 • 二零二五年年報 公司資料 董事 執行董事 Lee Jaeseong先生 （主席） Im Jon ...

Core Insights - The data indicates significant trading volume increases for various companies, suggesting heightened investor interest and potential market movements [1][2][3][4][5] Group 1: Companies with Notable Volume Increases - 阳光能源 (00757) reported a volume ratio of 2.35, indicating strong trading activity [2] - 长城汽车 (02333) had a volume ratio of 2.21, reflecting increased investor engagement [2] - 郑煤机 (00564) showed a volume ratio of 1.92, suggesting a notable rise in trading [2] Group 2: Additional Companies with Increased Trading Activity - 万国数据-SW (09698) recorded a volume ratio of 1.83, indicating significant market interest [2] - 映恩生物-B (09606) had a volume ratio of 1.78, reflecting heightened trading activity [2] - 超盈国际控股 (02111) reported a volume ratio of 1.71, suggesting increased investor focus [2] Group 3: Companies with Moderate Volume Ratios - 中国能源建设 (03996) had a volume ratio of 1.70, indicating a solid level of trading activity [2] - 亚信科技 (01675) reported a volume ratio of 1.60, reflecting moderate investor interest [2] - 金宝通 (00320) showed a volume ratio of 1.53, suggesting a rise in trading volume [2] Group 4: Companies with Lower Volume Ratios - 中国水务 (00855) had a volume ratio of 1.52, indicating stable trading activity [2] - 广汽集团 (02238) reported a volume ratio of 1.52, reflecting consistent investor engagement [2] - 凯莱英 (06821) showed a volume ratio of 1.52, suggesting steady trading interest [2]

Summary of Key Points Core Viewpoint - As of July 3, a total of 120 stocks reached their 52-week highs, indicating a strong market performance with notable leaders in the list [1]. Group 1: Top Performers - The top three stocks with the highest increase rates are: - 富誉控股 (Fuyou Holdings) at 90.76%, closing at 0.435 with a peak of 0.475 [1] - 信义能源 (Xinyi Energy) at 65.00%, closing at 1.200 with a peak of 1.980 [1] - 中国三三传媒 (China San San Media) at 42.86%, closing at 1.710 with a peak of 1.900 [1] Group 2: Additional Notable Stocks - Other notable stocks include: - ITE HOLDINGS at 34.21% increase, closing at 0.047 with a peak of 0.051 [1] - 星凯控股 (Xingkai Holdings) at 30.00%, closing at 0.480 with a peak of 0.650 [1] - 北京北辰实业股份 (Beijing Beichen Industrial) at 26.47%, closing at 0.940 with a peak of 1.290 [1] Group 3: Overall Market Trends - The overall trend shows a significant number of stocks achieving new highs, reflecting positive investor sentiment and market conditions [1].

Financial Performance - For the fiscal year ending March 31, 2025, the company reported a revenue of HKD 489,447,000, a decrease of 26.3% from HKD 664,701,000 in the previous year[2] - The gross profit for the same period was HKD 6,187,000, down 19.2% from HKD 7,652,000 year-on-year[2] - The company recorded a net loss attributable to shareholders of HKD 329,045,000, compared to a profit of HKD 106,899,000 in the previous year, indicating a significant decline[2] - The total comprehensive loss for the year was HKD 227,355,000, contrasting with a comprehensive income of HKD 104,103,000 in the prior year[3] - Diesel sales contributed HKD 369,329,000, down 28.0% from HKD 510,957,000 in the prior year[19] - The mining segment reported a loss of HKD 786,012,000, while the trading segment generated a profit of HKD 1,560,000, leading to a total loss of HKD 784,452,000[25] - The company reported a net loss attributable to owners of HKD (329,045) thousand for 2025, compared to a profit of HKD 106,899 thousand in 2024[38] - The company reported a loss before tax of approximately HKD 329,010,000, a significant decline from a profit of HKD 108,660,000 in the previous year[147] Assets and Liabilities - The company's total assets decreased to HKD 1,465,045,000 from HKD 2,149,147,000, reflecting a reduction of 31.7%[4] - Current liabilities exceeded current assets by HKD 87,119,000, a significant improvement from HKD 3,705,062,000 in the previous year[4] - Non-current liabilities increased to HKD 3,356,084,000 from HKD 194,887,000, indicating a substantial rise[5] - The company’s equity attributable to shareholders showed a deficit of HKD 1,941,077,000, worsening from HKD 1,714,719,000 in the previous year[5] - The company reported total liabilities of HKD 3,454,673,000, a decrease of 11.7% from HKD 3,914,397,000 in the previous year[26] Financing and Capital Structure - The company issued convertible bonds totaling USD 400,390,000 (approximately HKD 3,123,042,000) to fully settle liabilities of about HKD 3,591,498,000[10] - The conversion price for the convertible bonds is set at HKD 0.25 per share[10] - The company has received commitments from creditors to defer repayment of certain loans until December 31, 2025, ensuring sufficient liquidity for operations[14] - The company has successfully extended the maturity date of certain convertible bonds to December 31, 2025[9] - The company believes it has adequate funding to meet its operational needs and financial obligations for at least the next 12 months[14] - The company has reported a decrease in the total amount payable to shareholders from HKD 35,839,000 in 2024 to HKD 4,926,000 in 2025[58] Legal and Regulatory Matters - Ongoing legal disputes regarding ownership of convertible bonds are still in progress, which may affect future financial reporting[11] - The company is involved in multiple legal proceedings, including case HCA 672 from 2013, where a temporary injunction was granted to restrict certain shareholders from selling their shares until further notice[87] - The company is in contact with the trustee of Zhi Charles, who conditionally agreed to terminate the legal action without any costs pending final confirmation[91] - Daily Loyal claims an outstanding amount of $297,390,000 (approximately HKD 2,319,642,000) in unexercised convertible bonds[107] - The company has been involved in multiple legal disputes concerning convertible securities and related claims, indicating ongoing legal challenges[120] Operational Focus and Strategy - The company is engaged in mining and exploration rights in Russia and trading of diesel and gasoline in South Korea, indicating ongoing operational focus in these regions[6] - The company aims to optimize its core trading and coal mining operations while exploring diversification opportunities in response to geopolitical and economic challenges[153] - The company is focused on enhancing its trade business in South Korea by providing competitive pricing and ensuring stable supply at gas stations[154] - The company is exploring new methods for mining operations to minimize environmental impact and is consulting with experts on technical designs to meet environmental standards[150][151] Corporate Governance and Compliance - The audit committee has reviewed the company's annual performance for the fiscal year ending March 31, 2025[178] - The company has complied with the corporate governance code, with the appointment of an independent non-executive director to meet regulatory requirements[179] - The company will hold its annual general meeting on August 12, 2025, with a suspension of share transfer registration from August 7 to August 12, 2025[180]

Group 1 - As of June 3, a total of 105 stocks reached their 52-week highs, with Huayin International Holdings (00989), Dingyifeng Holdings (00612), and Youquhui Holdings (02177) leading the high rate at 57.26%, 37.93%, and 23.02% respectively [1] - The closing prices and highest prices for the top three stocks are as follows: Huayin International Holdings at 1.370 and 1.950, Dingyifeng Holdings at 0.770 and 0.800, and Youquhui Holdings at 3.550 and 3.580 [1] - Other notable stocks that reached their 52-week highs include China Antibody-B (03681) with a high rate of 21.62% and Fengcheng Holdings (02295) at 19.52% [1] Group 2 - The report also lists stocks that reached their 52-week lows, with Des Holdings (08437) showing the largest decline at -38.79%, followed by Dimi Life Holdings (01667) at -20.50% [3] - The closing prices and lowest prices for the top three stocks that reached their lows are: Des Holdings at 0.177 and 0.071, Dimi Life Holdings at 0.140 and 0.128, and Lujizhi Technology (01745) at 0.197 and 0.194 [3] - Other stocks with significant declines include GBA Group (00261) at -11.48% and Baide International (02668) at -10.88% [3]

Group 1 - The Hang Seng Index closed down 0.57% at 23,157.97 points on June 2 [1] - Energy and Energy Global (01142.HK) shares rose by 37.04% to HKD 1.48, with a trading volume of 5.5465 million shares and a turnover of HKD 7.4559 million, showing a volatility of 42.59% [1] - Over the past month, Energy and Energy Global has seen a cumulative increase of 18.68%, and a year-to-date increase of 71.43%, outperforming the Hang Seng Index's increase of 16.1% [1] Group 2 - For the fiscal year ending September 30, 2024, Energy and Energy Global reported total revenue of HKD 217 million, a year-on-year decrease of 31.92% [1] - The company recorded a net profit attributable to shareholders of -HKD 84.6537 million, a year-on-year decrease of 328.36% [1] - The gross profit margin stood at 1.46%, with a debt-to-asset ratio of 193.08% [1] Group 3 - Currently, there are no institutional investment ratings for Energy and Energy Global [1] - The average price-to-earnings (P/E) ratio for the general metals and minerals industry (TTM) is -2.96, with a median of -0.1 [1] - Energy and Energy Global has a P/E ratio of -5.58, ranking 46th in the industry, while other companies in the green economy sector have P/E ratios ranging from 1.8 to 2.97 [1] Group 4 - Energy and Energy Global's main business activities include coal mining and trading in Russia, digital television broadcasting in China, and vertical agriculture in China [2]

Financial Performance - Revenue increased by 15% year-over-year, driven by strong sales in the Asia-Pacific region [1]. - Net profit margin improved to 12%, up from 10% in the previous quarter [2]. - Operating expenses rose by 8%, primarily due to increased marketing and R&D investments [3]. Market Expansion - The company successfully entered two new markets in Europe, contributing to a 20% increase in international sales [4]. - A strategic partnership was formed with a local distributor in South America, enhancing market penetration [1]. - Expansion into the Middle East is planned for the next fiscal year, with initial market research already underway [2]. Product Development - Launched three new products in the tech segment, which accounted for 25% of total revenue this quarter [3]. - R&D investment increased by 10%, focusing on AI and machine learning technologies [4]. - Customer feedback on the new product line has been overwhelmingly positive, with a 95% satisfaction rate [1]. Operational Efficiency - Implemented a new supply chain management system, reducing logistics costs by 5% [2]. - Automation of manufacturing processes led to a 7% increase in production efficiency [3]. - Employee training programs were expanded, resulting in a 10% improvement in workforce productivity [4]. Strategic Initiatives - The company announced a new sustainability initiative aimed at reducing carbon emissions by 20% over the next five years [1]. - A share buyback program was initiated, with $500 million allocated for repurchasing shares over the next year [2]. - Strategic acquisitions are being considered to bolster the company's position in the healthcare sector [3]. Customer Engagement - Customer retention rates improved to 90%, up from 85% last quarter [4]. - A new loyalty program was introduced, resulting in a 15% increase in repeat purchases [1]. - Enhanced customer service protocols led to a 20% reduction in complaint resolution time [2].

Financial Performance - For the six months ended September 30, 2024, the company reported a revenue of HKD 240,825,000, a decrease of 32% compared to HKD 353,724,000 for the same period in 2023[2] - The company incurred a loss attributable to owners of HKD (93,873,000) for the current period, compared to a profit of HKD 41,107,000 in the previous year, representing a significant decline[4] - The total comprehensive loss for the period was HKD (118,349,000), compared to a comprehensive income of HKD 38,089,000 in the prior year, indicating a shift in financial performance[4] - The company reported a basic and diluted loss per share of HKD (0.65) for the current period, compared to earnings per share of HKD 0.28 in the previous year[4] - Diesel sales contributed HKD 188,540 thousand, down 31.2% from HKD 273,935 thousand year-on-year[31] - Gasoline sales were HKD 49,168 thousand, a decline of 34.1% compared to HKD 74,543 thousand in the previous year[31] - The mining segment reported a loss of HKD 132,168 thousand, while the trading segment generated a profit of HKD 781 thousand, resulting in a total loss of HKD 131,387 thousand[36] - Employee benefit expenses totaled HKD 1,465 for the six months ended September 30, 2024, a decrease of 36% from HKD 2,289 in the same period of 2023[60] - The company did not recommend an interim dividend for the six months ended September 30, 2024, compared to no dividend in the same period of 2023[64] Assets and Liabilities - The company's cash and cash equivalents increased to HKD 5,762,000 from HKD 228,000 at the end of the previous reporting period, showing improved liquidity[6] - Non-current assets decreased to HKD 1,991,825,000 from HKD 2,149,147,000, reflecting a reduction in the company's asset base[6] - Current liabilities decreased to HKD 3,676,626,000 from HKD 3,719,510,000, indicating a slight improvement in the company's short-term financial obligations[7] - The group's equity deficit was approximately HKD 1,869,151,000 as of September 30, 2024, compared to HKD 1,750,802,000 as of March 31, 2024[17] - As of September 30, 2024, the group's current liabilities exceeded current assets by approximately HKD 3,660,259,000, indicating significant uncertainty regarding the group's ability to continue as a going concern[17] - Total assets as of September 30, 2024, were HKD 2,008,192 thousand, down from HKD 2,163,595 thousand as of March 31, 2024[46] - Total liabilities decreased to HKD 3,877,343 thousand from HKD 3,914,397 thousand[48] Investments and Assets Management - The company's exploration and evaluation assets decreased to HKD 1,949,636,000 from HKD 2,107,606,000, indicating a reduction in investment in exploration activities[6] - The total cost of exploration and evaluation assets as of September 30, 2024, was HKD 3,634,064, with a cumulative impairment loss of HKD 1,684,428[76] - Impairment losses on exploration and evaluation assets in the mining segment totaled HKD 131,072 thousand[53] - Non-current assets additions in the trading segment amounted to HKD 405 thousand during the reporting period[53] - The company acquired properties, plants, and equipment worth HKD 405,000 during the six months ended September 30, 2024, significantly lower than HKD 8,060,000 in the same period of 2023[66] Legal Matters - The company has faced legal disputes regarding ownership of convertible bonds, which are still ongoing[21] - The company is involved in multiple legal proceedings, including HCA 1195, HCA 1618, HCA 2380, HCA 2397, HCA 2633, HCA 3148, HCA 3160, and HCA 3190, primarily related to claims from Zhi Charles and Kim Sungho[138][139][141][142][144][145][147][148] - The company has fully provided for claims amounting to USD 673,400 (approximately HKD 5,252,000) related to a lawsuit from a former shareholder of its Russian subsidiary[128] - The company has also fully provided for claims of USD 288,600 (approximately HKD 2,251,000) and USD 338,000 (approximately HKD 2,636,000) from two other former shareholders[129] - The company is in contact with the trustee regarding a lawsuit involving Zhi Charles, which has been suspended pending further developments[137] - The ongoing legal matters may impact the company's financial reporting and operational strategies, although specific financial implications are not detailed in the provided content[141][144][147][148] - The company has indicated that if the trustees decide not to pursue legal action, it will request the termination of the lawsuits[141][144][147][148] - The company is involved in multiple lawsuits, including case number HCA 47, where the plaintiff seeks declaratory relief related to technical reports and convertible notes concerning the company's Russian coal mine[150] Financial Support and Restructuring - The company has obtained financial support from various parties, including agreements to defer repayment of certain loans until December 31, 2025[25] - The group has sufficient loan financing to support ongoing operations for at least 12 months post-reporting date[25] - The company announced the termination of several ongoing lawsuits on November 18, 2024, with no costs ordered for the termination of these lawsuits[197] - On November 26, 2024, the company proposed a capital restructuring by reducing the par value of each issued share from HKD 0.50 to HKD 0.01, aimed at providing greater flexibility for future dividend declarations and corporate activities[197] Operational Strategies - The company is implementing cost control measures to improve operational and financial conditions[23] - The company has not reported any new product launches or technological advancements during this period[2] - There are no indications of market expansion or mergers and acquisitions in the current financial report[2] - The company has not reflected potential adjustments in its financial statements if it cannot continue as a going concern[26] - The company remains focused on its operational integrity while navigating these legal challenges[141][144][147][148]

[Company Overview](index=2&type=section&id=Company%20Overview) Energy & Power Global Holdings Limited is a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange with stock code 1142, primarily engaged in investment holding, with key subsidiaries involved in coal mining and exploration in Russia and trading of diesel and gasoline products in South Korea - Energy & Power Global Holdings Limited is a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, stock code **1142**[608](index=608&type=chunk)[244](index=244&type=chunk) - The company's principal business is investment holding, with key subsidiaries engaged in coal mining and exploration in Russia and trading of diesel and gasoline products in South Korea[89](index=89&type=chunk)[627](index=627&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews the fiscal year's performance, noting significant declines in turnover and profit before tax due to reduced oil product demand and lower reversal of impairment loss on exploration assets, while expressing cautious optimism for core businesses and future diversification opportunities amidst global economic and geopolitical challenges Annual Key Financial Indicators | Metric | FY2024 (thousand HKD) | FY2023 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Turnover | 664,700 | 1,149,680 | -42.2% | | Profit before income tax | 108,660 | 528,930 | -79.5% | - The significant decrease in profit before tax was primarily due to a lower non-cash reversal of impairment loss on exploration and evaluation assets, amounting to approximately **HKD 143 million** in FY2024 compared to **HKD 717 million** in FY2023[32](index=32&type=chunk) - The Group's South Korean diesel and gasoline trading business contributed **100%** of the annual turnover, which decreased due to suppressed demand from persistently high oil prices exacerbated by the Russia-Ukraine conflict[251](index=251&type=chunk)[281](index=281&type=chunk) - Looking ahead, the Group will remain focused on its core businesses of (i) diesel and gasoline trading and (ii) coal mining, maintaining a cautiously optimistic outlook[217](index=217&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's financial performance, operational highlights, future outlook, liquidity, and key risks, detailing the factors influencing its business segments and financial position [Financial Review](index=6&type=section&id=Financial%20Review) This fiscal year, the Group's total turnover decreased by **42.18%** to **HKD 665 million** due to reduced oil product demand, while profit before tax significantly declined by **79.5%** to **HKD 109 million**, primarily due to a lower non-cash reversal of impairment loss on Russian coal exploration assets FY2024 Turnover Composition | Product | Sales (thousand HKD) | Percentage of Total Turnover | | :--- | :--- | :--- | | Diesel | 510,960 | 76.87% | | Gasoline | 123,340 | 18.56% | | Other Petroleum Products and Services | 30,400 | 4.57% | | **Total** | **664,700** | **100.00%** | - Profit before tax decreased from approximately **HKD 529 million** to **HKD 109 million**, mainly due to the reversal of impairment loss on exploration and evaluation assets decreasing from approximately **HKD 717 million** to **HKD 143 million**, partially offset by the absence of intangible asset amortization expenses this year (last year: **HKD 176 million**)[289](index=289&type=chunk)[32](index=32&type=chunk) - The company emphasizes that the reversal of impairment loss on exploration and evaluation assets is a non-cash item, solely an accounting valuation activity, and does not impact the Group's cash flow position[14](index=14&type=chunk) [Operations Review](index=7&type=section&id=Operations%20Review) The Group's operations comprise South Korean oil product trading and Russian coal mining, with **100%** of current year revenue from the former, maintained through various strategies, while the Russian coal project remains in development, focusing on environmental compliance and import substitution amidst global changes - The Group's sole market segment is South Korea, accounting for **100%** of total revenue[17](index=17&type=chunk) - To stabilize its trading business, the Group implemented six key measures, including competitive pricing, maintaining stable supply, optimizing logistics, conducting 'non-contact marketing', active sales, and preparing inventory for the end of fuel tax reductions[15](index=15&type=chunk) - The Russian coal mining projects (Area 1, Area 1 Extension, and Area 2) remain in the development phase, with initial coal production anticipated around **2030**, as the Group focuses on environmental compliance and assessing the feasibility of full import substitution for equipment[16](index=16&type=chunk)[42](index=42&type=chunk) [Outlook](index=8&type=section&id=Outlook) The Group anticipates a challenging year ahead due to global economic volatility from high interest rates, geopolitical conflicts, and trade tensions, which will pressure oil product trading and coal prices, yet plans to strengthen its South Korean trade business, prudently advance the Russian coal project, and explore diversification opportunities - The global economy faces multiple downside risks from high interest rates, geopolitical conflicts, and US-China trade tensions, posing challenges to the Group's diesel and gasoline trading business and coal prices[43](index=43&type=chunk) - The Group plans to strengthen its South Korean trading business through ten measures, including offering competitive prices, ensuring stable supply, enhancing product quality, and exploring other product trades[265](index=265&type=chunk)[45](index=45&type=chunk) - For the Russian coal mining project, the Group will continue collaborating with local governments and communities to ensure environmental compliance and explore the introduction of automation tools to enhance production efficiency and reduce costs[20](index=20&type=chunk)[46](index=46&type=chunk)[266](index=266&type=chunk) [Liquidity and Financial Resources](index=9&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2024, the Group faced severe liquidity pressure with **HKD 3.705 billion** in net current liabilities and cash and cash equivalents reduced to approximately **HKD 0.23 million**, prompting management to implement cost controls and actively pursue equity financing and convertible note holder discussions to improve its financial position Key Liquidity Indicators (as at March 31, 2024) | Metric | Amount (thousand HKD) | | :--- | :--- | | Net current liabilities | 3,705,060 | | Cash and cash equivalents | 230 | | Interest-bearing borrowings | 62,100 | | Amounts due to shareholders | 172,660 | - The Group's current ratio (current assets/current liabilities) decreased from **0.64%** last year to **0.39%**, while the debt-to-asset ratio (total borrowings/total assets) decreased from **8.83%** to **8.46%**[220](index=220&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - To improve liquidity, the company plans proactive measures, including equity fundraising activities (placing new shares) and engaging with convertible note holders to facilitate conversion, thereby enhancing its balance sheet[269](index=269&type=chunk)[267](index=267&type=chunk) [Principal Risks and Uncertainties](index=11&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group faces significant risks including high reliance on key customers and suppliers, concentration in the South Korean oil trading market, financial exposure to volatile international coal prices, geopolitical risks affecting Russian mining rights (e.g., license expiry in July 2025, sanctions), and ongoing legal proceedings - Business risks include high concentration of turnover and purchases with a few key customers and suppliers, **100%** of business located in South Korea making it sensitive to local policies, and over-reliance on diesel and gasoline products[272](index=272&type=chunk)[52](index=52&type=chunk)[221](index=221&type=chunk) - Financial and asset risks include significant fluctuations in international coal prices materially impacting the accounting valuation of Russian coal mining assets and the Group's financial performance[27](index=27&type=chunk) - Geopolitical and operational risks include concentrated Russian mining rights susceptible to local policy changes, the Area 1 mining license expiring on **July 1, 2025**, with significant implications if not extended, and sanctions due to the Ukraine situation affecting normal remittances and financing for the Group's Russian subsidiaries[273](index=273&type=chunk)[79](index=79&type=chunk)[275](index=275&type=chunk) - Legal risks involve multiple pending lawsuits against the company and the Group, with unknown outcomes that could impact the Group[80](index=80&type=chunk)[85](index=85&type=chunk) [Directors' Report](index=13&type=section&id=Directors'%20Report) The Directors' Report outlines the company's principal activities, performance, share capital structure, key customer and supplier relationships, and major shareholder interests, providing an overview of corporate governance and compliance [Principal Activities and Performance](index=14&type=section&id=Principal%20Activities) As an investment holding company, the Company's principal subsidiaries are engaged in two core businesses: coal mining and exploration rights in Russia, and trading of diesel and gasoline products in South Korea; the Board does not recommend any dividend for the year, with detailed business review available in the Management Discussion and Analysis - The company's principal business is investment holding, with core assets including Russian coal mining and exploration rights and South Korean oil product trading operations[89](index=89&type=chunk) - The Board does not recommend the payment of any dividend for the year ended March 31, 2024, consistent with the prior year[91](index=91&type=chunk) [Share Capital and Convertible Notes Payable](index=15&type=section&id=Share%20Capital%20and%20Convertible%20Notes%20Payable) During the reporting period, the company completed a share capital reorganization effective **October 3, 2023**, involving capital reduction and share subdivision to adjust its capital structure, with no purchases, sales, or redemptions of the company's listed securities by the company or its subsidiaries - The company completed a share capital reorganization on **October 3, 2023**, which included reducing the par value per share from **HKD 2.00** to **HKD 0.50** and subdividing authorized unissued shares[25](index=25&type=chunk)[232](index=232&type=chunk)[117](index=117&type=chunk) - For the year ended March 31, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[70](index=70&type=chunk) [Major Customers and Suppliers](index=16&type=section&id=Major%20Customers%20and%20Suppliers) The Group's business exhibits concentration with major customers and suppliers, as sales to the top five customers accounted for **39.06%** of total turnover (largest customer: **11.30%**), and purchases from the top five suppliers represented **48.42%** of total purchases (largest supplier: **13.34%**) Customer and Supplier Concentration | Concentration Metric | FY2024 | FY2023 | | :--- | :--- | :--- | | Sales to top five customers | 39.06% | 30.48% | | Sales to largest customer | 11.30% | 9.24% | | Purchases from top five suppliers | 48.42% | 54.05% | | Purchases from largest supplier | 13.34% | 14.77% | [Interests of Major Shareholders in Shares and Related Shares of the Company](index=20&type=section&id=Interests%20of%20Major%20Shareholders%20in%20Shares%20and%20Related%20Shares%20of%20the%20Company) The report discloses major shareholders holding **5%** or more of the company's issued ordinary shares under the Securities and Futures Ordinance, with Space Hong Kong Enterprise Limited as the largest shareholder at **29.74%**, followed by Onface Co., Limited (**16.67%**), Lucrezia Limited (**6.21%**), Token Century Limited (**5.79%**), and Kim Wuju (**5.13%**) Major Shareholder Holdings (as at March 31, 2024) | Shareholder Name | Shareholding Percentage | | :--- | :--- | | Space Hong Kong Enterprise Limited | 29.74% | | Onface Co., Limited | 16.67% | | Lucrezia Limited | 6.21% | | Token Century Limited | 5.79% | | Kim Wuju | 5.13% | [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance practices, noting compliance with most code provisions but deviations including director attendance at general meetings and a period without D&O liability insurance due to Russia-related sanctions, while detailing the structure and functions of the Board and its committees, and emphasizing risk management and internal control [Corporate Governance Practices](index=23&type=section&id=Corporate%20Governance%20Practices) The company strives for high corporate governance, but deviations during the period included certain independent non-executive directors and the Chairman missing general meetings due to scheduling conflicts, and a temporary inability to secure Directors and Officers liability insurance from December 2022 to August 2023 due to international sanctions on Russian assets, though coverage has since been obtained - Due to sanctions on Russian subsidiaries and assets, international insurers refused to renew the Group's coverage, leaving company directors without Directors and Officers liability insurance from **December 22, 2022**, to **August 22, 2023**, though new coverage was secured from August 2023[187](index=187&type=chunk) - Several independent non-executive directors and the Chairman of the Board were unable to attend the 2023 extraordinary general meeting and/or annual general meeting due to scheduling conflicts and other reasons[170](index=170&type=chunk)[148](index=148&type=chunk) [Board Committees](index=27&type=section&id=Board%20Committees) The Board has three committees—Audit, Remuneration, and Nomination—each predominantly or entirely composed of independent non-executive directors, overseeing financial reporting, internal controls, remuneration policies, and board composition, with clear written terms of reference and regular meetings - The Remuneration Committee, comprising three independent non-executive directors, is responsible for reviewing director and senior management remuneration, and held **one** meeting during the year[183](index=183&type=chunk)[203](index=203&type=chunk)[208](index=208&type=chunk) - The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing financial statements, internal control systems, and recommending auditors, and held **three** meetings during the year[205](index=205&type=chunk)[206](index=206&type=chunk)[211](index=211&type=chunk) - The Nomination Committee, consisting of the Chairman (an executive director) and three independent non-executive directors, is responsible for reviewing the Board's structure and member nominations, and held **one** meeting during the year[214](index=214&type=chunk)[532](index=532&type=chunk) [Accountability, Risk Management and Internal Control](index=31&type=section&id=Accountability%2C%20Risk%20Management%20and%20Internal%20Control) The Board is fully responsible for overseeing and annually reviewing the Group's risk management policies and internal control systems, engaging BDO Limited for independent internal audit services to review business processes, identify risks, and propose improvements, deeming the current systems appropriate and sufficient for the company's size - The Board confirms its responsibility for preparing true and fair financial statements on a going concern basis, while acknowledging significant uncertainties that may cast doubt on the Group's ability to continue as a going concern[554](index=554&type=chunk) - The company has engaged BDO Limited (an independent team, though sharing the same name as the external auditor) to provide internal audit services, enhancing risk management and internal control[554](index=554&type=chunk)[555](index=555&type=chunk) - The company has adopted an inside information policy and procedures, ensuring compliant disclosure through measures such as restricting information access, signing confidentiality agreements, and designating spokespersons[549](index=549&type=chunk) [Independent Auditor's Report](index=32&type=section&id=Independent%20Auditor's%20Report) BDO Limited issued an unmodified opinion on the Group's consolidated financial statements, but included 'Emphasis of Matter' paragraphs highlighting three significant uncertainties: the impact of the Russia-Ukraine conflict and sanctions on Russian operations, the uncertain outcomes of multiple lawsuits, and substantial doubt about the Group's going concern ability due to **HKD 3.7 billion** net current liabilities and **HKD 1.75 billion** net liabilities, with key audit matters being impairment assessment of exploration and evaluation assets and investment property valuation - The auditor issued an unmodified opinion, concluding that the financial statements present a true and fair view of the Group's financial position[917](index=917&type=chunk)[570](index=570&type=chunk) - 【Emphasis of Matter - Material Uncertainty Related to Going Concern】The auditor highlighted that as of March 31, 2024, the Group recorded net current liabilities of approximately **HKD 3.705 billion** and net liabilities of approximately **HKD 1.751 billion**, conditions that may cast significant doubt on the Group's ability to continue as a going concern[579](index=579&type=chunk) - 【Emphasis of Matter - Others】The auditor also drew attention to geopolitical risks related to the Ukraine situation impacting Russian operations, and the uncertain outcomes of multiple lawsuits faced by the Group[572](index=572&type=chunk)[573](index=573&type=chunk) - Key audit matters include the impairment assessment of Russian exploration and evaluation assets with a carrying amount of approximately **HKD 2.1 billion**, and the valuation of South Korean investment properties with a carrying amount of approximately **HKD 28.19 million**[581](index=581&type=chunk)[592](index=592&type=chunk) [Consolidated Financial Statements](index=37&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated financial statements, including the statement of profit or loss and other comprehensive income, statement of financial position, and detailed notes, providing a comprehensive view of its financial performance and position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=38&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2024, the Group reported revenue of **HKD 665 million**, a **42.2%** year-on-year decrease, with gross profit of **HKD 7.65 million**, and profit before tax of **HKD 109 million** primarily due to **HKD 130 million** in other income (mainly asset impairment reversal), resulting in profit for the year of **HKD 106 million** and profit attributable to owners of **HKD 107 million**, with basic earnings per share of **HKD 0.74** Consolidated Statement of Profit or Loss Summary (for the year ended March 31) | Item (thousand HKD) | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 664,701 | 1,149,675 | | Gross profit | 7,652 | 12,286 | | Other income and losses | 129,734 | 718,350 | | Profit before income tax | 108,658 | 528,926 | | **Profit for the year** | **105,630** | **527,496** | | Profit attributable to owners of the Company | 106,899 | 550,211 | | Basic earnings per share (HKD) | 0.74 | 3.79 | [Consolidated Statement of Financial Position](index=39&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were **HKD 2.164 billion**, with non-current assets (primarily exploration and evaluation assets) at **HKD 2.149 billion**, while total liabilities reached **HKD 3.914 billion**, including **HKD 3.719 billion** in current liabilities mainly from convertible notes payable, resulting in severe insolvency with net current liabilities of **HKD 3.705 billion** and net liabilities (equity deficiency) of **HKD 1.751 billion** Consolidated Statement of Financial Position Summary (as at March 31) | Item (thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 2,149,147 | 2,021,177 | | Current assets | 14,448 | 23,833 | | **Total assets** | **2,163,595** | **2,045,010** | | **Liabilities** | | | | Current liabilities | 3,719,510 | 3,728,260 | | Non-current liabilities | 194,887 | 171,655 | | **Total liabilities** | **3,914,397** | **3,899,915** | | **Net current liabilities** | **(3,705,062)** | **(3,704,427)** | | **Net liabilities/Equity deficiency** | **(1,750,802)** | **(1,854,905)** | [Notes to the Financial Statements](index=44&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes to the financial statements provide detailed explanations, highlighting significant doubts about the company's going concern ability due to substantial net current liabilities and equity deficiency, **100%** of revenue from the South Korean trading segment, the **HKD 2.1 billion** Russian exploration assets and their impairment reversal as key non-cash items impacting profit, **HKD 3.6 billion** in convertible notes payable as the primary cause of insolvency, and numerous complex legal proceedings with uncertain outcomes - 【Material Uncertainty Related to Going Concern】Note 2 explicitly states that the Group has approximately **HKD 3.7 billion** in net current liabilities and **HKD 1.75 billion** in equity deficiency, raising significant doubt about its ability to continue as a going concern, which management is addressing through cost control and seeking financial support from shareholders and lenders[649](index=649&type=chunk)[652](index=652&type=chunk)[632](index=632&type=chunk) - 【Segment Information】All of the Group's revenue is derived from the 'Trading Segment' in South Korea, while the 'Mining Segment' holds substantial assets but generates no revenue, with its reported profit primarily from the reversal of impairment loss on exploration assets[829](index=829&type=chunk)[830](index=830&type=chunk) - 【Exploration and Evaluation Assets】These assets have a carrying amount of approximately **HKD 2.108 billion**, with a **HKD 143 million** reversal of impairment loss recognized this year (last year: **HKD 717 million**), a significant non-cash item impacting the statement of profit or loss, whose valuation relies on highly uncertain assumptions regarding future coal prices, production, exchange rates, and discount rates[356](index=356&type=chunk)[484](index=484&type=chunk) - 【Convertible Notes Payable】Note 36 details the third batch of convertible notes with a carrying amount of up to **HKD 3.59 billion**, representing the Group's most significant liability, with a complex history involving multiple amendments, conversions, cancellations, and legal disputes, serving as a core factor contributing to the company's severe financial condition[953](index=953&type=chunk)[1068](index=1068&type=chunk)[1048](index=1048&type=chunk) - 【Litigation】Note 44 discloses numerous legal proceedings involving the company as both defendant and plaintiff, with many related to convertible notes, company control, and former directors' actions, all with significant uncertain outcomes[950](index=950&type=chunk)[1073](index=1073&type=chunk)[1113](index=1113&type=chunk) [Five-Year Financial Summary](index=128&type=section&id=Five-Year%20Financial%20Summary) This section summarizes key financial data for the past five fiscal years, showing Group revenue ranging from **HKD 660 million** to **HKD 1.24 billion**, but highly volatile profitability swinging between significant profits and losses, with the Group consistently in a severe state of insolvency and substantial negative equity attributable to owners of the Company Five-Year Financial Data Summary (for the year ended March 31) | Item (thousand HKD) | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 664,701 | 1,149,675 | 1,168,035 | 1,243,111 | 1,194,065 | | Profit (Loss) attributable to owners of the Company | 106,899 | 550,211 | (343,499) | 524,584 | (1,475,433) | | Total assets | 2,163,595 | 2,045,010 | 1,469,641 | 1,843,934 | 1,286,849 | | Total liabilities | 3,914,397 | 3,899,915 | 3,851,729 | 3,836,867 | 3,820,840 | | Equity attributable to owners of the Company | (1,714,719) | (1,818,656) | (2,368,641) | (1,988,443) | (2,517,114) |