(Stock Code 股份代號: 1229) (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） 2024/25 Annual Report 年 報 本年報以環保紙印製 This report is printed on environmentally friendly paper ANNUAL REPORT 2024/25 年報 NAN NAN RESOURCES ENTERPRISE LIMITED CONTENT 目錄 This annual report is prepared in English and Chinese. In case of inconsistency, please refer to the English version as it shall prevail. 本年報以中英文編製。 如有任何歧義，敬請參閱英文版本，並以英文版本為準。 2 Corporate Information 公司資料 4 Chairman's Statement 主席報告 13 Management Discussion ...

Core Viewpoint - The coal sector in Hong Kong is experiencing a strong performance, with Mongolian Coal rising nearly 11% amid a recovery in coal prices and positive supply-side policy expectations [1] Group 1: Company Performance - Mongolian Coal (00975.HK) increased by 10.95% [1] - Yanzhou Coal Mining (01171.HK) rose by 4.88% [1] - Nanshan Resources (01229.HK) saw a gain of 3.70% [1] Group 2: Market Dynamics - According to CITIC Securities, the recovery in coal prices is driving positive sentiment in the sector [1] - The sector is expected to enter a new round of opportunities due to the resonance of supply and demand expectations [1]

Core Viewpoint - The Hong Kong coal stocks have strengthened, with Mongolian Coal rising nearly 7% due to increased demand for thermal coal amid ongoing high temperatures and supply constraints [1] Group 1: Company Performance - Mongolian Coal (00975.HK) increased by 6.68% [1] - South Gobi Resources (01878.HK) rose by 5.38% [1] - China Qinfa (00866.HK) saw a rise of 4.02% [1] - Nanshan Resources (01229.HK) experienced a 2.88% increase [1] Group 2: Market Dynamics - Since July, high temperatures have led to a steady increase in thermal coal demand [1] - Supply has consistently fallen short of expectations, resulting in a seller's market for thermal coal [1] - The supply-demand relationship in the thermal coal market continues to favor sellers, supporting ongoing price increases [1]

Financial Performance - The company reported a revenue of HKD 327,049,000 for the fiscal year ending March 31, 2025, representing a significant increase from HKD 116,069,000 in the previous year, marking a growth of approximately 181.5%[2] - Gross profit for the same period was HKD 153,526,000, up from HKD 43,138,000, indicating a growth of about 256.5%[2] - The net profit for the year was HKD 71,788,000, compared to HKD 37,697,000 in the prior year, reflecting an increase of approximately 90.3%[2] - The company reported a basic earnings per share of HKD 9.48, compared to HKD 5.11 in the previous year, reflecting an increase of about 85.5%[3] - The group reported a net profit of HKD 71,788,000 for the year, compared to a net profit of HKD 37,697,000 in the previous year, marking an increase of 90%[22] - The group recorded revenue of approximately HKD 327,049,000 for the year, an increase of about HKD 210,980,000 or approximately 181.77% compared to the previous year[63] Assets and Liabilities - The company's total assets decreased to HKD 318,139,000 from HKD 448,471,000, a decline of about 29.1%[4] - Current liabilities increased significantly to HKD 325,184,000 from HKD 76,521,000, representing a rise of about 325.5%[4] - The company's equity attributable to owners rose to HKD 241,947,000 from HKD 171,400,000, an increase of approximately 41.0%[5] - The group’s total liabilities were HKD 402,680,000, compared to HKD 353,218,000 in the previous year, indicating an increase of 14%[23] - The group reported a current liability exceeding current assets by approximately HKD 58,290,000 as of March 31, 2025, raising significant doubts about the company's ability to continue as a going concern[15] Segment Performance - Revenue from external customers for the renewable energy segment reached HKD 319,597,000, a significant increase from HKD 98,060,000 in the previous year, representing a growth of 226%[25] - The coal mining segment operates in mainland China, while the renewable energy segment provides services in Malaysia, and the IT services segment operates in Hong Kong, Malaysia, Singapore, and the UK[20] - The coal mining business generated revenue of approximately HKD 319,597,000, up about HKD 221,537,000 or approximately 225.92% year-on-year, with sales volume increasing to approximately 2,704,639 tons, a rise of about 2,074,337 tons or approximately 329.10%[64] - The renewable energy business contributed revenue of approximately HKD 3,676,000, up from HKD 3,487,000 in the previous year, primarily due to exchange rate effects[79] - The IT services business generated revenue of approximately HKD 3,776,000, a substantial decrease from HKD 14,522,000 in the previous year, attributed to a challenging economic environment and intense competition[79] Investments and Capital Expenditures - The company has made significant investments in intangible assets, which increased to HKD 237,453,000 from HKD 182,121,000, a growth of approximately 30.4%[4] - The company invested HKD 87,238,000 in intangible assets during the year, which is a strategic focus for future growth[21] - The company has made substantial capital expenditures in mining operations to enhance automation and technology for safer and more efficient coal extraction[47] - The company is committed to significant capital investments in equipment, machinery, and facilities to support the increased mining operations[58] Challenges and Future Outlook - The company anticipates challenges in the coal mining business due to increased local coal supply and industry competition leading to declining coal prices[47] - The company is evaluating strategic options for its IT services business, which may include a gradual phase-out due to a challenging economic environment[48] - The company anticipates facing ongoing challenges, particularly with coal prices expected to decline due to increased local mining capacity and competition[60] Governance and Compliance - The company has complied with the Corporate Governance Code, with a noted deviation regarding the separation of the roles of Chairman and CEO, which are held by the same individual[95] - The Audit Committee, established in March 1999, currently includes three independent non-executive directors[97] - The financial figures for the year have been reviewed by the company's auditor, but no formal assurance has been provided[98] Miscellaneous - The company decided not to engage further with local government regarding environmental costs, resulting in a voluntary settlement of HKD 7,043,000[31] - No dividends were declared or proposed for the year ending March 31, 2025, consistent with the previous year[37] - The company has no pledged assets as of March 31, 2025, following the full repayment of interest-bearing loans in the previous year[88] - The company has no significant investments or acquisitions planned for the future, but anticipates reasonable capital expenditures for environmental projects and safety improvements[82]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 178,204,000, a significant increase from HKD 54,100,000 in the same period last year, representing a growth of 229%[12] - Gross profit for the same period was HKD 96,171,000, compared to HKD 7,752,000 in the previous year, indicating a substantial increase in profitability[12] - The company achieved a profit before tax of HKD 66,141,000, up from HKD 14,806,000 year-on-year, reflecting a growth of 346%[12] - Net profit for the period was HKD 47,143,000, compared to HKD 17,371,000 in the prior year, marking an increase of 171%[12] - The basic earnings per share rose to HKD 6.18 from HKD 2.38, showing a significant improvement in shareholder value[12] - Total comprehensive income for the period was HKD 23,241,000, compared to a loss of HKD 1,760,000 in the same period last year, indicating a turnaround in financial performance[12] Cash Flow and Liquidity - For the six months ended September 30, 2024, the net cash generated from operating activities was HKD 119,906 thousand, compared to a net cash used of HKD 16,712 thousand in the same period last year[24] - The net cash used in investing activities amounted to HKD 56,325 thousand, significantly higher than the HKD 14,421 thousand used in the previous year[24] - The net cash used in financing activities was HKD 673 thousand, a decrease from HKD 4,478 thousand in the prior period[24] - As of September 30, 2024, cash and cash equivalents totaled HKD 250,149 thousand, an increase from HKD 181,023 thousand at the same time last year[24] - The company reported a significant increase in cash flow from operations, with interest paid of HKD 49 thousand and income tax paid of HKD 5,345 thousand[24] Assets and Liabilities - As of September 30, 2024, total assets amounted to HKD 505,580,000, an increase from HKD 448,471,000 as of March 31, 2024, representing a growth of approximately 12.7%[14] - Non-current assets increased to HKD 366,856,000 from HKD 325,425,000, reflecting a rise of about 12.8%[14] - Current liabilities increased to HKD 118,950,000 from HKD 76,521,000, which is an increase of about 55.5%[14] - The equity attributable to owners of the company increased to HKD 194,753,000 from HKD 171,400,000, showing a growth of approximately 13.6%[16] - The company’s non-current liabilities rose to HKD 310,565,000 from HKD 276,697,000, an increase of approximately 12.2%[16] Revenue Segmentation - For the six months ended September 30, 2024, total revenue from external customers was HKD 178,204,000, with coal mining contributing HKD 173,906,000, renewable energy contributing HKD 1,814,000, and IT services contributing HKD 2,484,000[37] - The gross profit for the coal mining segment was HKD 95,311,000, while the IT services segment reported a gross loss of HKD 30,000, resulting in a total gross profit of HKD 96,171,000[37] - The net profit for the period was HKD 47,143,000, with the coal mining segment contributing HKD 60,453,000 and the IT services segment reporting a net loss of HKD 2,886,000[37] Operational Highlights - The company is focusing on expanding its market presence and enhancing its product offerings, although specific new products or technologies were not detailed in the report[12] - Future outlook remains positive with expectations of continued revenue growth and market expansion strategies being implemented[12] - The company plans to continue its focus on expanding its coal mining operations and enhancing its renewable energy solutions in Malaysia[37] Taxation and Compliance - The company incurred a total income tax expense of HKD 18,998,000 for the six months ended September 30, 2024, compared to a tax credit of HKD 2,565,000 for the same period in 2023[57] - The effective tax rate for the company's subsidiaries in mainland China was 25% for both periods under review[58] - The company’s Malaysian subsidiaries are subject to a corporate tax rate of 24%, with certain exemptions applicable for smaller entities[60] Shareholder Information - The total issued and paid-up ordinary shares as of September 30, 2024, was 765,373,584, with a total amount of HKD 76,537,000[90] - Major shareholders hold a total of 1,569,616,589 shares, representing approximately 205.08% of the company's issued shares[179][182] Convertible Bonds - The company issued zero-coupon convertible bonds with a principal amount of HKD 200,000,000, allowing conversion at a price of HKD 0.20 per share[92] - The fair value of the convertible bonds as of September 30, 2024, is HKD 232,799,000, an increase from HKD 208,149,000 as of March 31, 2024[99] - The loss from fair value changes of the convertible bonds during the reporting period is HKD 10,128,000, compared to a gain of HKD 62,794,000 in the previous period[99] Employee and Operational Costs - Employee costs for the six months ended September 30, 2024, were HKD 17,333 thousand, slightly higher than HKD 16,379 thousand in the same period of 2023, an increase of 5.8%[54] - Administrative and other operating expenses amounted to approximately HKD 32,372,000, an increase of about HKD 2,212,000 or approximately 7.3% compared to HKD 30,160,000 last year, primarily due to increased salaries and bonuses[126] Strategic Initiatives - The board is evaluating strategic options, which may include divesting the information technology services business due to ongoing economic challenges[158] - The company aims to diversify its business portfolio and expand into higher growth sectors, particularly in technology and renewable energy[157]

Financial Performance - The company reported a revenue of HKD 178,204,000 for the six months ending September 30, 2024, compared to HKD 54,100,000 in the same period of 2023, representing a significant increase of 229%[2]. - Gross profit for the same period was HKD 96,171,000, up from HKD 7,752,000 year-on-year, indicating a substantial growth in profitability[3]. - The net profit attributable to the owners of the company was HKD 47,143,000, compared to HKD 17,371,000 in the previous year, reflecting a year-on-year increase of 171%[4]. - Basic earnings per share increased to HKD 6.18 from HKD 2.38, marking a growth of 159%[4]. - The company reported a profit before tax of HKD 66,141,000, reflecting a decrease compared to the previous period[23]. - The net profit for the period was HKD 47,143,000, with a significant impact from foreign exchange gains of HKD 14,538,000[23]. - The total income tax expense for the six months ended September 30, 2024, was HKD 18,998,000, compared to an income tax credit of HKD 2,565,000 in the same period of 2023[45]. - The company's profit attributable to owners for the six months ended September 30, 2024, was HKD 47,334,000, compared to HKD 18,176,000 for the same period in 2023, representing a significant increase[52]. Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 505,580,000, up from HKD 448,471,000 as of March 31, 2024, showing a growth of 13%[6]. - The company’s total liabilities increased to HKD 310,565,000 from HKD 276,697,000, reflecting a rise of 12%[8]. - The total liabilities increased to HKD 429,515 thousand as of September 30, 2024, from HKD 353,218 thousand as of March 31, 2024, indicating a rise of 21.6%[28]. - Non-current liabilities were approximately HKD 310,565,000, up from HKD 276,697,000 as of March 31, 2024, including convertible bonds of approximately HKD 232,799,000[119]. - The company's debt-to-equity ratio was approximately 1.56 as of September 30, 2024, compared to 1.61 as of March 31, 2024[121]. Revenue Breakdown - Total revenue for the six months ended September 30, 2024, was HKD 178,204,000, with contributions from coal mining (HKD 173,906,000), renewable energy (HKD 1,814,000), and IT services (HKD 2,484,000)[23]. - Coal sales contributed HKD 173,906 thousand to the total revenue, compared to HKD 42,744 thousand in the previous year, marking an increase of 307%[34]. - Revenue from coal sales increased significantly to HKD 173,906,000 for the six months ended September 30, 2024, compared to HKD 42,744,000 in the same period of 2023, representing a growth of 307%[36]. - Revenue from IT hardware sales decreased to HKD 248,000 from HKD 2,597,000, a decline of 90%[36]. - The renewable energy business generated service revenue of approximately HKD 1,814,000 for the reporting period, slightly up from HKD 1,759,000 in the previous year[95]. Operational Highlights - The company is engaged in coal mining, renewable energy solutions, and IT services, indicating a diversified business model[11]. - The coal mining segment generated a profit of HKD 79,434,000, while the renewable energy and IT services segments reported losses of HKD 2,886,000 and HKD 2,886,000 respectively[23]. - The company continues to focus on its core operations in coal mining, renewable energy, and IT services across various regions including Hong Kong, Malaysia, Singapore, and the UK[17]. - The company aims to increase coal production capacity to 900,000 tons per year, which is ten times the original design capacity of 90,000 tons per year[109]. Future Outlook and Strategic Plans - The company has not disclosed specific future outlook or guidance in the provided documents[10]. - The company plans to expand its renewable energy solutions, which generated HKD 1,814 thousand in revenue, up from HKD 1,759 thousand in the previous year, indicating a growth of 3.1%[34]. - The board is evaluating strategic options, which may include divesting the information technology services business due to a challenging business environment[117]. - Future capital expenditures are expected to focus on environmental remediation projects and new facilities, funded primarily through coal sales revenue and external bank financing[117]. Compliance and Governance - The company has adopted the "Standards for Directors Conducting Securities Transactions" as per Appendix C3 of the Listing Rules, ensuring compliance throughout the reporting period[133]. - The Audit Committee consists of three independent non-executive directors, who have reviewed the accounting principles and interim financial data during the reporting period[134]. - The interim results announcement and report will be published on the Hong Kong Stock Exchange and the company's website, with distribution to shareholders at an appropriate time[136].

Financial Performance - For the fiscal year ending March 31, 2024, the company reported total revenue of HKD 116,069,000, a decrease of 51.6% compared to HKD 239,886,000 in the previous year[2] - Gross profit for the same period was HKD 43,138,000, down 67.7% from HKD 133,829,000 year-on-year[2] - The company achieved a net profit of HKD 37,697,000, a significant recovery from a net loss of HKD 59,038,000 in the previous year[2] - The company reported a basic earnings per share of HKD 5.11, compared to a loss per share of HKD 7.62 in the previous year[3] - The group reported a profit before tax of HKD 38,484,000 for the year ending March 31, 2024, compared to a loss of HKD 32,417,000 in 2023[42] - The group reported a profit of approximately HKD 37,697,000 for the year, a turnaround from a loss of approximately HKD 59,038,000 last year, representing an increase of about HKD 96,735,000[87] Revenue Breakdown - For the fiscal year ending March 31, 2024, total revenue from external customers was HKD 116,069,000, with contributions from coal mining (HKD 98,060,000), renewable energy (HKD 3,487,000), and IT services (HKD 14,522,000) [23] - The gross profit for the same period was HKD 43,138,000, with coal mining contributing HKD 39,975,000, renewable energy HKD 1,633,000, and IT services HKD 1,530,000 [23] - Coal sales revenue decreased to HKD 98,060,000 in 2024 from HKD 199,198,000 in 2023, reflecting a decline of 50.7%[33] - The revenue from IT services decreased to HKD 14,522,000 in 2024 from HKD 37,094,000 in 2023, a decline of approximately 60.8%[33] - The renewable energy business recorded revenue of approximately HKD 3,487,000, a decrease of about HKD 107,000 or 2.98% due to adverse currency effects[76] Assets and Liabilities - The company's total assets decreased to HKD 448,471,000 from HKD 501,214,000, reflecting a decline of 10.5%[5] - The total liabilities as of March 31, 2024, were HKD 353,218,000, compared to HKD 456,298,000 as of March 31, 2023, indicating a reduction of approximately 22.6%[26] - The total estimated coal reserves as of March 31, 2024, were approximately 63.28 million tons, a slight decrease from 63.91 million tons last year[96] - The group had non-current liabilities of approximately HKD 276,697,000, a decrease from HKD 373,898,000 last year, including convertible bonds and mining rights payables[99] - The asset-to-liability ratio improved to approximately 1.61 from 2.98 last year, indicating better financial stability[99] Cash Flow and Financing - Cash and cash equivalents decreased to HKD 189,307,000 from HKD 234,113,000, a reduction of 19.1%[5] - The company’s financing costs decreased to HKD 3,762,000 from HKD 7,214,000, a reduction of 47.7%[2] - The company reported a total financing cost of HKD 6,015,000 for 2024, down from HKD 7,214,000 in 2023, a decrease of approximately 16.6%[34] - The company has confirmed that it will not incur additional costs related to the original Kaiyuan coal mine, aside from the resource fee already paid[65] Operational Highlights - The company plans to continue expanding its renewable energy solutions in Malaysia and IT services in Hong Kong, Malaysia, Singapore, and the UK [20] - The company achieved a significant milestone by obtaining safety production permits, which is crucial for compliance and future development[61] - The company plans to increase coal production capacity to 900,000 tons per year, with approvals for the expansion plan obtained after several years of regulatory processes[66] - The company successfully expanded its mining area from approximately 1.1596 square kilometers to 4.1123 square kilometers, with a designed capacity of 900,000 tons per year, ten times that of the original capacity[67] Tax and Compliance - The company recognized a tax expense of HKD 787,000 for 2024, significantly lower than HKD 26,621,000 in 2023, indicating a substantial decrease[38] - The effective tax rate for the group in Malaysia is calculated at 24%, with certain entities benefiting from reduced rates of 15% and 17% on specified income brackets[40] - The group’s entities in Singapore benefit from a 75% tax exemption on the first SGD 10,000 of taxable income and an additional 50% exemption on the next SGD 190,000[41] - The company has implemented targeted disclosure regulations to help investors understand tax risks associated with international tax reforms [18] Employee and Administrative Costs - Employee costs (excluding directors' remuneration) decreased to HKD 33,715,000 in 2024 from HKD 40,558,000 in 2023, a reduction of about 16.9%[35] - Administrative and other operating expenses increased by approximately HKD 12,692,000 or about 25.96%, totaling approximately HKD 61,588,000, mainly due to increased environmental-related costs and depreciation[85] Dividends and Shareholder Information - The group has not declared or recommended any dividends for the year ending March 31, 2024, consistent with 2023[42] - The group had 765,373,584 issued ordinary shares as of March 31, 2024[102]

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 54,100,000, a decrease of 51% compared to HKD 110,712,000 for the same period in 2022[14]. - Gross profit for the period was HKD 7,752,000, down 87% from HKD 60,716,000 year-on-year[14]. - The company reported a net profit of HKD 17,371,000 for the period, a significant recovery from a net loss of HKD 241,725,000 in the previous year[14]. - Basic earnings per share for the period was HKD 2.38, compared to a loss per share of HKD 31.53 in the same period last year[14]. - The total comprehensive loss for the period was HKD 1,046,000, significantly improved from a total comprehensive loss of HKD 280,923,000 in the previous year[19]. - The company reported a net profit of HKD 18,176,000 for the six months ended September 30, 2023, compared to a loss of HKD 241,353,000 in the same period last year[19]. - The group recorded a profit of approximately HKD 17,371,000, compared to a loss of approximately HKD 241,725,000 in the same period last year[127]. Assets and Liabilities - Total assets as of September 30, 2023, were HKD 455,795,000, down from HKD 501,214,000 as of March 31, 2023[15]. - The company’s non-current assets totaled HKD 320,881,000, a slight decrease from HKD 332,702,000 at the end of the previous fiscal year[15]. - The company’s total assets include property, plant and equipment, intangible assets, and cash equivalents[34]. - The total liabilities as of September 30, 2023, were HKD 388,156,000, compared to HKD 456,298,000 as of March 31, 2023, indicating a reduction of 14.9%[42]. - The company’s non-current liabilities were approximately HKD 330,239,000, down from HKD 373,898,000 as of March 31, 2023, including convertible bonds of about HKD 257,079,000[157]. - The asset-to-liability ratio improved to approximately 2.65 from 2.98 as of March 31, 2023, indicating a reduction in total debt relative to total equity[157]. Cash Flow and Expenditures - Cash and cash equivalents decreased to HKD 181,023,000 from HKD 234,113,000 over the same period[15]. - Operating cash flow for the period was a net outflow of HKD 16,712,000, a decline from a net inflow of HKD 26,553,000 in the previous year[26]. - The company incurred a total of HKD 8,578,000 in capital expenditures for property, plant, and equipment during the six months, up from HKD 4,067,000 in the prior year[26]. - Capital expenditures for property, plant, and equipment during the six months ended September 30, 2023, were HKD 10,775,000, compared to HKD 10,533,000 in the previous year[40]. - The company recognized an additional environmental-related cost of HKD 7,043,000 due to new regulations in Xinjiang, China[51]. Revenue Breakdown - Revenue from the coal mining business for the six months ended September 30, 2023, was HKD 42,744,000, a significant decrease from HKD 94,376,000 in the same period of 2022, reflecting a decline of 54.8%[45]. - IT consulting and technical services revenue increased to HKD 4,445,000, up 36% from HKD 3,276,000 in the previous year[49]. - The company reported a significant decline in revenue from IT hardware sales, which fell to HKD 2,597,000 from HKD 6,107,000[49]. - The revenue recognized over time from renewable energy solutions was HKD 1,759,000, slightly down from HKD 1,804,000 in the previous year[49]. - Coal sales revenue was HKD 42,744,000, down 55% from HKD 94,376,000 year-over-year[49]. Foreign Exchange and Financial Instruments - The company incurred a net foreign exchange loss of HKD 3,170,000, compared to a loss of HKD 7,442,000 in the previous year[14]. - The company experienced a foreign exchange loss of HKD 17,759,000 related to convertible bonds during the reporting period[65]. - The fair value of convertible bonds classified as financial liabilities measured at fair value through profit or loss was HKD 257,079,000 as of September 30, 2023, down from HKD 299,372,000 as of March 31, 2023[104]. Corporate Strategy and Future Outlook - The company has not provided specific guidance for future performance but indicated ongoing efforts in market expansion and product development[14]. - The company aims to diversify its business portfolio into higher growth sectors, particularly in technology and renewable energy, following acquisitions in 2018 and 2019[153]. - The company continues to evaluate its IT service business model and strategy in response to adverse economic conditions affecting operations in Hong Kong[153]. - The company aims to become a diversified business entity in the long term[114]. Shareholder Information - The weighted average number of ordinary shares used for calculating basic earnings per share was 763,373,584 for the six months ended September 30, 2023, slightly down from 765,373,584 in 2022[61]. - The company has a total of 765,373,584 ordinary shares issued and fully paid as of September 30, 2023, with a par value of HKD 0.10 per share[90]. - The convertible bonds could potentially issue an additional 1,000,000,000 shares, which would increase the total to approximately 205.08% of the company's issued shares[177]. Governance and Compliance - The board of directors has confirmed compliance with the trading code throughout the reporting period[178]. - The audit committee consists of three independent non-executive directors, ensuring oversight of accounting principles and financial reporting[179].

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，概不就因本公告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。 NAN NAN RESOURCES ENTERPRISE LIMITED 南南資源實業有限公司 （於百慕達註冊成立之有限公司） （股份代號：1229） 截至二零二三年九月三十日止六個月之 中期業績公告 南南資源實業有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其附屬 公司（統稱「本集團」）截至二零二三年九月三十日止六個月（「報告期間」）之未經審核簡明 綜合中期業績，連同二零二二年同期之比較數字如下： 簡明綜合損益及其他全面收益表 截至二零二三年九月三十日止六個月 截至九月三十日止六個月 二零二三年 二零二二年 附註 千港元 千港元 （未經審核） （未經審核） 收益 4 54,100 110,712 ...

Financial Performance - For the year ended March 31, 2023, the Group recorded a revenue of approximately HK$239,886,000, a decrease of 20.1% from HK$300,241,000 in 2022[14] - Gross profit for the year was approximately HK$133,829,000, down 17.8% from HK$162,596,000 in the previous year[14] - The Group reported a net loss of approximately HK$59,038,000, compared to a net profit of approximately HK$66,000,000 in 2022, representing a downturn of approximately HK$125,038,000[16] - The downturn in performance was primarily attributed to the net effects of various factors, including decreased gross profit and increased expenses[16] - Revenue from the coal mining business decreased by approximately HK$76,265,000 or approximately 27.69%, totaling approximately HK$199,198,000, primarily due to the COVID-19 outbreak and lockdown in Xinjiang[39] - The Group sold approximately 1,059,859 tonnes of coal during the Year, a decrease of approximately 46.69% compared to approximately 1,988,282 tonnes in the previous year, although the average selling price increased by approximately HK$49.41 per tonne or approximately 35.66%[39] - The gross profit for the Year decreased to approximately HK$133,829,000, a decrease of approximately HK$28,767,000 or approximately 17.69%, while the gross profit margin increased by approximately 1.63% to approximately 55.79%[51] - The IT Services business revenue increased by approximately HK$16,097,000 or approximately 76.66%, totaling approximately HK$37,094,000, due to recovery from COVID-19[41] - Other revenue for the Year was approximately HK$4,147,000, representing an increase of approximately HK$2,842,000 or approximately 217.78% compared to the previous year, mainly due to interest income and government grants[52] Expenses and Losses - Administrative and other operating expenses increased by approximately HK$6,812,000, from HK$42,084,000 in 2022 to HK$48,896,000 in 2023[17] - Loss on fair value and loss arising from modification of convertible bonds was approximately HK$116,835,000, significantly higher than the loss of approximately HK$11,254,000 in 2022[17] - Finance costs decreased by approximately HK$3,128,000, from HK$10,342,000 in 2022 to HK$7,214,000 in 2023[17] - Income tax expenses increased by approximately HK$3,681,000, from HK$22,940,000 in 2022 to HK$26,621,000 in 2023[17] - The loss was influenced by a fair value loss on convertible bonds of approximately HK$116,835,000, compared to a loss of approximately HK$11,254,000 in 2022, reflecting a significant increase in fair value[59] Business Segments and Operations - The Group operates in three business segments: coal mining, renewable energy, and IT services, with a primary focus on coal mining in Xinjiang, China[19] - The Group aims to diversify its business in the long run while continuing to develop its existing operations[19] - The coal produced in Xinjiang is primarily consumed locally due to high logistics and transportation costs[19] - The Group's strategy includes optimizing and upgrading the Kaiyuan Mine to increase its mining area and efficiency[20] - The Group completed the acquisition of NEFIN Group in October 2018, focusing on renewable energy solutions in Malaysia, and has since allocated resources to solar energy projects[19] - The acquisition of Harbour Group Holdings in April 2019 expanded the Group's IT services business into the UK, Malaysia, and Singapore[19] Mining Rights and Resources - The acquisition of the new mining right for the Enlarged Kaiyuan Mine includes an expanded mining area of 4.1123 km², with an estimated coal resource of 41.6433 million tonnes over a mining life of 30 years[26] - The total consideration for the new mining right acquisition is RMB 160,978,000, to be paid in fifteen installments, with the first installment of RMB 32,200,000 already paid[26] - The new mining permit for the Enlarged Kaiyuan Mine has been renewed for ten years, extending the mining term to October 2031[26] - The estimated remaining coal reserve in the Xinjiang mine as of March 31, 2023, was approximately 63.91 million tonnes, a decrease from approximately 65.22 million tonnes in the previous year[84] - As of March 31, 2023, the estimated remaining coal reserves of the Group's Kaiyuan Mine are approximately 5.11 million tons, while the total estimated reserves in Xinjiang are approximately 63.91 million tons[88] - The current mining right is set to expire in August 2049, and the Group is eligible for renewal without significant incremental costs[98] Financial Position and Borrowings - As of March 31, 2023, the Group's total interest-bearing borrowings amounted to approximately HK$3,477,000, a significant decrease from approximately HK$37,254,000 in 2022[118] - The average effective interest rates on the interest-bearing borrowings ranged from 3.3% to 6.0% per annum, compared to 3.9% to 9.7% in 2022[118] - Non-current liabilities increased to approximately HK$373,898,000 in 2023 from approximately HK$85,091,000 in 2022, primarily due to the non-current portion of Convertible Bonds[118] - The Group's gearing ratio rose to approximately 2.98 in 2023 from approximately 1.37 in 2022, indicating a higher level of debt relative to equity[118] - Net current assets increased to approximately HK$168,512,000 in 2023 from net current liabilities of approximately HK$32,068,000 in 2022[120] - Cash and cash equivalents decreased to approximately HK$234,113,000 in 2023 from approximately HK$260,753,000 in 2022, contributing to total current assets of approximately HK$250,912,000[120] - Current liabilities significantly reduced to approximately HK$82,400,000 in 2023 from approximately HK$306,990,000 in 2022, mainly due to a decrease in interest-bearing borrowings[120] Corporate Governance - The company is committed to maintaining statutory and regulatory standards and adherence to corporate governance principles emphasizing transparency, independence, accountability, responsibility, and fairness[151] - The Board is collectively responsible for promoting the success of the company by directing and supervising its affairs[153] - The executive Directors and senior management are responsible for the day-to-day operations of the company, while independent non-executive Directors ensure high standards of financial and management reporting[154] - The Company has complied with the code provisions set out in the Corporate Governance Code throughout the year, with a noted deviation from code provision C.2.1[152] - The Board consists of three executive directors and three independent non-executive directors, ensuring a balance of skills and diversity[158] - The Company held four regular board meetings and one ad-hoc meeting during the year, with all directors attending 100% of the meetings[168] - The independent non-executive directors represent half of the Board, with two holding appropriate professional qualifications in accounting or related financial management expertise[175] - The Board Diversity Policy was adopted on January 1, 2022, focusing on gender, age, cultural background, and professional experience for board appointments[159] - The Nomination Committee is responsible for implementing and monitoring the Board Diversity Policy, with annual reviews to ensure effectiveness[163] - The Company complies with Listing Rules requiring at least three independent non-executive directors, constituting one-third of the Board[167] - Directors are subject to retirement by rotation at least once every three years during the annual general meeting[174] - The minutes of Board meetings are maintained by the company secretary and are available for inspection by any director[173] - The Company has extended service agreements for two independent non-executive directors for one year starting March 25, 2023[176] - The Board ensures that all members receive timely and necessary information to fulfill their duties effectively[170] - The Company has received annual confirmations of independence from all independent non-executive directors, and the Nomination Committee has assessed their independence as of June 27, 2023[177] - The Board comprises three independent non-executive directors, representing 50% of the Board, with two having appropriate professional qualifications in accounting or related financial management[180] - The Independent View Policy requires at least three independent non-executive directors, with at least one serving less than nine years on the Board[186] - All directors have confirmed compliance with the Model Code for Securities Transactions throughout the year[196] - The Company provides appropriate insurance cover for directors and officers against potential legal actions[182] - The Board is satisfied with the implementation and effectiveness of the Independent View Policy for the year[195] - The Company has adopted a code of conduct regarding securities transactions by directors as per the Listing Rules[199] - The Board committees are required to comprise a majority of independent non-executive directors[187] - The Company conducts internal Board evaluations led by an independent non-executive director to assess performance[193] - The roles of chairman and chief executive are separated as per the Code provision C.2.1[200]