Synergy Group 20 Low carbon economy: our new economy 2021/22 Interim Report 報 告 中 期 Synergy Group Holdings International Limited 滙 能 集 團 控 股 國 際 有 限 公 司 (incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) Stock Code 股份代號 : 1539 目錄 目錄 2 公司資料 4 財務摘要 6 管理層討論及分析 12 企業管治 20 未經審核簡明綜合全面收益表 22 未經審核簡明綜合財務狀況表 24 未經審核簡明綜合權益變動表 25 未經審核簡明綜合現金流量表 27 未經審核簡明綜合財務報表附註 公司 資料 （於二零二一年十二月二十二日） 公司 資料 （於二零二一年十二月二十二日） | --- | --- | |-----------------------------------------------------|------------------- ...

Financial Performance - The company's revenue decreased by 57.5% from approximately HKD 126.5 million in the year ended March 31, 2020, to approximately HKD 53.8 million in the year ended March 31, 2021[8]. - Gross profit fell by 62.3% from approximately HKD 70.1 million to approximately HKD 26.4 million during the same period[8]. - The loss attributable to the company's owners increased from approximately HKD 109.8 million to approximately HKD 279.8 million year-over-year[8]. - Basic and diluted loss per share rose from HKD 0.20 to HKD 0.456[9]. - Adjusted loss per share (excluding certain significant non-recurring or non-operating income and expenses) decreased from a profit of approximately HKD 0.029 to a loss of approximately HKD 0.063[9]. - Total revenue for the year ended March 31, 2021, was approximately HKD 53.8 million, a decrease of about 57.5% compared to the previous year[17]. - Gross profit margin decreased from approximately 55.4% for the year ended March 31, 2020, to about 49.0% for the year ended March 31, 2021[17]. - Other income and gains for the year ended March 31, 2021, amounted to approximately HKD 19.7 million, a decrease of about 57.7% from approximately HKD 5.2 million in the previous year[17]. - Financing costs increased from approximately HKD 18.7 million for the year ended March 31, 2020, to about HKD 55.5 million for the year ended March 31, 2021, an increase of approximately HKD 36.8 million[17]. - Other expenses rose from approximately HKD 108.6 million for the year ended March 31, 2020, to about HKD 278.2 million for the year ended March 31, 2021[20]. - The company reported a loss attributable to owners of approximately HKD 279.8 million for the year ended March 31, 2021, an increase of about 154.9% from a loss of HKD 109.8 million for the previous year[51]. - Adjusted loss attributable to owners, excluding certain significant non-recurring or non-operating income and expenses, was approximately HKD 38.5 million, a decrease of about 339.7% from a profit of HKD 16.1 million in the prior year[54]. - The company's EBITDA decreased from a loss of approximately HKD 95.7 million for the year ended March 31, 2020, to a loss of approximately HKD 251.2 million for the year ended March 31, 2021[51]. Assets and Liabilities - Total assets decreased from HKD 650.6 million to HKD 404.9 million[6]. - Total liabilities increased slightly from HKD 335.5 million to HKD 350.3 million[6]. - Current assets decreased by 37.9% to approximately HKD 242.9 million as of March 31, 2021, compared to approximately HKD 391.3 million as of March 31, 2020[56]. - The company's net assets decreased by 82.7% to approximately HKD 54.5 million as of March 31, 2021, from approximately HKD 315.1 million as of March 31, 2020[56]. - The company's current ratio decreased from approximately 1.3 times as of March 31, 2020, to about 0.7 times as of March 31, 2021[56]. - The total amount of outstanding notes and borrowings was approximately HKD 159.0 million as of March 31, 2021, down from approximately HKD 184.6 million as of March 31, 2020[56]. Credit Risk and Provisions - Expected credit loss provisions for financial assets increased from approximately HKD 51.0 million to about HKD 156.6 million during the same period[24]. - The increase in expected credit loss provisions was primarily due to the impact of COVID-19 and the aging of trade receivables[24]. - The company faced increased default risk and credit risk due to adverse macroeconomic conditions[24]. - The company has adjusted provisions based on forward-looking factors related to debtors and the economic environment[24]. - The company reported a significant increase in default exposure due to the ongoing economic uncertainties[24]. - As of March 31, 2021, the expected credit loss for trade receivables and receivables from finance leases was HKD 156.6 million, reflecting a significant increase compared to the previous year due to the adverse impact of COVID-19 on cash flows of customers[32]. - The expected loss rates for overdue trade receivables increased dramatically, with rates for overdue but not impaired receivables rising from 2.85% in 2020 to 24.70% in 2021[27]. - The expected loss rate for receivables due within one year surged from 2.03% in 2020 to 28.50% in 2021, indicating a worsening collection outlook[27]. - The expected loss rate for receivables overdue for more than 365 days increased from 29.59% in 2020 to 60.39% in 2021, highlighting deteriorating recoverability[27]. - Management noted that multinational companies delayed payments to customers, which in turn delayed customer payments to the group, exacerbating cash flow issues[31]. - The expected loss rates were adjusted based on historical default rates and current economic conditions, indicating a proactive approach to managing credit risk[27]. Operational Challenges and Future Outlook - The company aims to strengthen its market position in the green technology sector amid ongoing challenges from the COVID-19 pandemic[12]. - The management expresses optimism for improved performance in 2021, anticipating more opportunities[13]. - The company continues to enhance its systems and equipment to solidify its market position in the green technology industry[12]. - The company anticipates a challenging operating environment in 2021 due to the ongoing COVID-19 pandemic, which has led to multiple lockdowns in key markets[76]. - The company is exploring methods to improve its financial condition and has planned arrangements that require necessary legal and creditor approvals, which could significantly enhance cash flow[76]. - The company aims to maintain the performance of its core business while pursuing expansion strategies to generate stable revenue[77]. Environmental and Sustainability Initiatives - The company emphasizes the importance of green businesses and sustainable development in the post-pandemic recovery, aligning with global trends[77]. - The company aims to become a leading global energy service provider through technological innovation and improved energy efficiency[146]. - The company has reduced carbon emissions by 595,981,135 kg CO2 equivalent, which is comparable to the annual electricity consumption of 96,927 households[155]. - The total energy savings achieved by the company amount to 752,969,092 kWh, contributing to a greener future[155]. - The company has planted 27,373,240 trees as part of its environmental initiatives[155]. - The company aims to become a global service provider for energy efficiency technologies and clean energy solutions, actively investing in new technologies and R&D[152]. - The company has transitioned from a small energy-saving lighting supplier to a leading energy service provider over the past decade[148]. - The company is focused on energy storage solutions to reduce energy costs and reliance on fossil fuels, while enhancing the reliability of renewable energy[149]. - The company has implemented a paper usage reduction strategy, resulting in a decrease to 151 kg in 2021 from 242 kg in 2020, a reduction of 38%[181]. - The company has adopted the "4R" principles (Reduce, Reuse, Recycle, Replace) as part of its environmental management strategy[180]. - The company reported a significant decrease in packaging material usage to 4 tons in 2021 from 23 tons in 2020, a reduction of 83%[181]. - The company has established a green office initiative, promoting a paperless environment and energy-efficient practices[192]. - The company monitored indoor air quality regularly, especially during the COVID-19 pandemic, to ensure a healthy work environment[193]. - The company aims to integrate environmental issues into daily operations and corporate culture, with regular reviews to ensure compliance with sustainability goals[180]. - The company has committed to stopping the use and sale of incandescent bulbs as part of its energy-saving measures[190]. - The company encourages the use of electronic platforms and video conferencing to minimize unnecessary overseas business travel, significantly reducing carbon emissions from air travel[197]. - The company aims to lower transportation emissions by implementing efficient logistics strategies, primarily using sea freight, which has a lower carbon footprint compared to air freight[198]. - The company promotes simple packaging to reduce material usage and encourages the reuse or recycling of packaging materials to minimize waste generation[198]. - The company has implemented chemical waste disposal procedures in accordance with the Waste Disposal Ordinance, significantly reducing the collection of hazardous waste compared to the previous year[199]. - There were no significant environmental pollution incidents reported during the reporting period[199]. Corporate Governance and Compliance - The company has complied with the corporate governance code as per the listing rules during the fiscal year ending March 31, 2021[120]. - The audit committee consists of three independent non-executive directors, ensuring compliance with relevant listing rules and corporate governance standards[123]. - The independent non-executive directors confirmed their independence according to the listing rules[87]. - The company has received written annual confirmations of independence from all independent non-executive directors[87]. - The company has no service contracts with directors that require more than one year of notice for termination[88]. - The company has not disclosed any significant legal or regulatory violations impacting its business operations[136]. - The company emphasizes the importance of compliance with legal and regulatory requirements to mitigate operational risks[136]. Shareholding and Capital Structure - The company reported a total of 660,000,000 shares issued as of March 31, 2021[94]. - Huang Wenhui holds 53,249,204 shares, representing 8.07% of the issued share capital[90]. - Lin Zhongze owns 37,514,437 shares, accounting for 5.68% of the total shares[90]. - The company has a total of 5% or more shareholding interests disclosed by major shareholders[96]. - The company’s board composition meets the requirements of the listing rules regarding independent directors[87]. - The company does not recommend any dividend payment for the year ended March 31, 2021, consistent with the previous year[75]. - The company has not made any significant acquisitions or disposals of subsidiaries or associates during the year ended March 31, 2021[60]. - The company has adopted a share option scheme since March 5, 2015, to incentivize eligible participants[103]. - The maximum number of shares that can be issued under the share option scheme is capped at 50,000,000 shares, which is 10% of the total issued shares as of the listing date[107]. - The exercise price for the share options will be determined by the board, with a minimum set at the higher of the closing price on the offer date or the average closing price over the preceding five trading days[107]. - The share option scheme aims to enhance the company's value for shareholders and attract contributions from eligible participants[103].

Synergy Group 0x Low carbon economy: our new economy 2020/21 Interim Report 報 告 中 期 Synergy Group Holdings International Limited 滙 能 集 團 控 股 國 際 有 限 公 司 (incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) Stock Code 股份代號 : 1539 1998 0 - 20 99 0 0 0 01 10 1 1 10 100 100 目錄 目錄 目錄 100 d d 100 100 目錄 2 公司資料 4 財務摘要 6 管理層討論及分析 12 企業管治 20 未經審核簡明綜合全面收益表 22 未經審核簡明綜合財務狀況表 24 未經審核簡明綜合權益變動表 25 未經審核簡明綜合現金流量表 27 未經審核簡明綜合財務報表附註 公司 資料 （於二零二零年十二月二十二日） 公司 資料 （於二零二零年十二月二十二日） | --- | --- | |--------- ...

Financial Performance - The company's revenue decreased by 31.9% from approximately HKD 171.1 million for the six months ended September 30, 2018, to approximately HKD 116.4 million for the six months ended September 30, 2019[12]. - Gross profit fell by 13.4% from approximately HKD 74.8 million to approximately HKD 64.8 million during the same period[15]. - Profit attributable to the company's owners decreased by 56.6% from approximately HKD 75.9 million to approximately HKD 32.9 million[15]. - Basic earnings per share dropped by 56.5% from approximately HKD 13.8 cents to approximately HKD 6.0 cents[16]. - Diluted earnings per share also decreased by 56.2% from approximately HKD 13.7 cents to approximately HKD 6.0 cents[16]. - The company reported an EBITDA of approximately HKD 53.4 million, down from HKD 96.7 million in the previous period[12]. - Total revenue for the six months ended September 30, 2019, was approximately HKD 116.4 million, a decrease of 31.9% compared to HKD 171.1 million for the same period in 2018[23]. - Profit attributable to the company's owners for the six months ended September 30, 2019, was approximately HKD 32.9 million, down 56.6% from HKD 75.9 million for the same period in 2018[34]. - EBITDA decreased from approximately HKD 96.7 million for the six months ended September 30, 2018, to approximately HKD 53.4 million for the same period in 2019[33]. - Total comprehensive income for the period was HKD 32,189,000, a decrease of 55.1% from HKD 71,685,000 in the same period last year[103]. Assets and Liabilities - Total assets increased to approximately HKD 799.0 million as of September 30, 2019, compared to approximately HKD 777.6 million as of March 31, 2019[12]. - Total liabilities decreased to approximately HKD 335.6 million from approximately HKD 346.7 million[12]. - Net assets increased to approximately HKD 463.5 million from approximately HKD 430.9 million[12]. - The company's non-current assets amounted to HKD 353,372,000 as of September 30, 2019, compared to HKD 360,609,000 as of March 31, 2019[105]. - Current liabilities totaled HKD 278,999,000, a marginal decrease from HKD 280,980,000 in the previous period[105]. - The company's total liabilities decreased to HKD 329,902,000 from HKD 387,000,000, reflecting a reduction of approximately 14.7%[111]. - The total amount of outstanding borrowings and notes payable as of September 30, 2019, was approximately HKD 232.2 million, down from approximately HKD 254.3 million as of March 31, 2019[26]. - The total asset value minus current liabilities for KSL was HKD 55,621,000, with the group's share amounting to HKD 26,420,000[98]. Operational Highlights - The company plans to strengthen its energy-saving lighting and cooling services while diversifying its business portfolio into renewable energy and energy storage sectors for sustainable growth[19]. - Revenue from the new AI SaaS division increased by 148.2% to approximately HKD 1.3 million for the six months ended September 30, 2019, from HKD 0.5 million for the same period in 2018[19]. - The company engaged in energy-saving system leasing services, consulting services, and artificial intelligence technology services, indicating a focus on innovative solutions[119]. - The company is involved in energy-saving product trading, which aligns with market trends towards sustainability[119]. Expenses and Costs - Administrative expenses decreased by 63.0% to approximately HKD 14.2 million for the six months ended September 30, 2019, from approximately HKD 38.5 million for the same period in 2018[25]. - Financing costs remained stable at approximately HKD 8.5 million for the six months ended September 30, 2019[26]. - The company reported a financing cost of HKD 8,453,000 for the six months ended September 30, 2019, slightly down from HKD 8,884,000 in the previous year[158]. Corporate Governance - The company has complied with the corporate governance code and has three independent non-executive directors on the board, ensuring adequate independence[88]. - The company has established a robust corporate governance framework supported by an effective internal control system[85]. - The audit committee, consisting of three independent non-executive directors, has reviewed the interim financial information, ensuring compliance with applicable accounting standards[89]. Shareholder Information - As of September 30, 2019, the total number of issued shares was 550,000,000[78]. - Central Huijin Investment Ltd. holds a 20.00% stake in the company, equivalent to 110,001,641 shares[74]. - Fu Jia Development Ltd. and Ms. Cai Xin Xin each hold 9.68% of the company's shares, totaling 53,249,204 shares[74]. - The company did not declare any interim dividend for the six months ending September 30, 2019, consistent with no dividend declared for the same period in 2018[63]. Future Outlook - The company plans to integrate the newly acquired subsidiary, Kua Wa Limited, into its traditional lighting and air conditioning energy-saving solutions, offering a comprehensive "online software + hardware" product and service[63]. - The company anticipates that the energy-saving products and services industry will see consolidation, which may enhance its market share, particularly in the leasing services segment[63]. - The board believes that higher competitive companies may merge in the coming year, strengthening their market positions and providing significant investment and acquisition opportunities[63]. - The company will continue to seek acquisition and collaboration opportunities to inject further growth momentum[63]. Financial Assistance and Investments - The company provided financial assistance to KSL amounting to HKD 50,382,000, which includes a shareholder loan of HKD 10,382,000 and a guarantee of HKD 40,000,000[92]. - The company has no further investment plans regarding the equity investment in Invinity Group[56]. - The group has no significant investments, acquisitions, or disposals of subsidiaries or associates as of September 30, 2019[58].

Financial Performance - Revenue decreased by 11.4% from approximately HKD 278.1 million in the year ended March 31, 2018, to approximately HKD 246.5 million in the year ended March 31, 2019[8]. - Gross profit fell by 28.5% from approximately HKD 147.7 million to approximately HKD 105.7 million during the same period[8]. - Profit attributable to owners decreased by 64.6% from approximately HKD 125.7 million to approximately HKD 44.6 million[8]. - Adjusted profit attributable to owners, excluding certain significant non-recurring or non-operating income and expenses, decreased by 30.5% from approximately HKD 86.7 million to approximately HKD 60.3 million[8]. - Basic and diluted earnings per share dropped by 67.7% from approximately HKD 25.1 cents to approximately HKD 8.1 cents[9]. - Adjusted basic and diluted earnings per share decreased by 36.4% from approximately HKD 17.3 cents to approximately HKD 11.0 cents[9]. - The company reported revenue of HKD 246.5 million for the fiscal year ending March 31, 2019, a decrease of 11.4% compared to the previous year[16]. - Revenue from the trading segment decreased by 14.3% to approximately HKD 208.2 million, primarily due to weak economic activity and tightened credit policies[17]. - The consulting services segment's revenue decreased by 18.2% to approximately HKD 21.8 million due to reduced demand for consulting services[17]. - Gross profit for the year was HKD 105.7 million, with a gross margin of 42.9%, down from 53.1% the previous year[19]. - Net profit for the year was HKD 41.2 million, resulting in a net profit margin of 16.7%, down from 45.1%[19]. - The group's EBITDA decreased from approximately HKD 159.4 million for the year ended March 31, 2018, to approximately HKD 79 million for the year ended March 31, 2019[47]. - The company's profit attributable to owners for the year was HKD 44,554 million, a decrease of 64.6% from HKD 125,704 million in the previous year[50]. - Adjusted profit attributable to owners, excluding significant non-recurring or non-operating income and expenses, was HKD 60,287 million, down 30.6% from HKD 86,720 million[50]. Assets and Liabilities - Total assets increased to approximately HKD 777.6 million from HKD 707.6 million[7]. - Total liabilities decreased to approximately HKD 346.7 million from HKD 377.7 million[7]. - Net assets increased to approximately HKD 430.9 million from HKD 329.9 million[7]. - Current assets increased by 28.5% to approximately HKD 417.0 million from HKD 324.6 million year-on-year, primarily driven by an increase in trade receivables[55]. - The current ratio improved from approximately 1.3 times to 1.5 times, indicating better short-term financial health[56]. - Total outstanding notes and borrowings decreased to approximately HKD 254.3 million from HKD 282.5 million, a reduction of 10.0%[56]. - Net asset value increased by 30.6% to approximately HKD 430.9 million from HKD 329.9 million year-on-year[56]. - Total borrowings of the group as of March 31, 2019, were HKD 114.3 million, down from HKD 152.5 million as of March 31, 2018[1]. Acquisitions and Investments - The acquisition of Kua Limited is a significant milestone, utilizing AI and big data analytics to reduce energy costs in buildings[17]. - The company plans to further acquire a 13.20% stake in SCML to gain control and enhance its position as a one-stop energy-saving solution provider[33]. - The company completed the acquisition of 2,400 shares of Invinity, representing approximately 23.6% of Invinity's issued shares, for a total price of $3,200,000[60]. - The company recognized a fair value loss of HKD 19.0 million during the year related to the investment in Invinity[60]. - The group acquired an additional 13.20% equity interest in SCML on March 20, 2018, bringing the total ownership to approximately 63.04%[28]. Operational Challenges and Market Conditions - The company faced uncertainties in the current economic environment due to escalating international trade conflicts, which impacted the financial performance of SCML Group[28]. - The company noted that the development of projects in China has been delayed due to the adverse effects of the trade conflict, leading to a more conservative investment approach[35]. - The company anticipates continued challenges in the operating environment for 2019, influenced by global economic and political instability, including the US-China trade dispute[71]. Environmental, Social, and Governance (ESG) Initiatives - The company has expanded its ESG reporting scope due to the acquisition of Kua Limited in 2018, reflecting its commitment to sustainable development[117]. - The company has reduced energy consumption by 320,576,130 kWh, contributing to a greener future[133]. - The company has decreased carbon dioxide emissions by 234,811,300 kg, equivalent to the annual electricity consumption of approximately 39,530 households[133]. - The company aims to become a global service provider for energy efficiency technologies and clean energy solutions, actively investing in new technologies and R&D[126]. - The company emphasizes the importance of ESG responsibilities, integrating them into its corporate strategy and operations for sustainable growth[144]. - The company is committed to reducing reliance on fossil fuels and enhancing the reliability of renewable energy through energy storage solutions[124]. - The company has established a resource management system to mitigate environmental impacts and comply with relevant laws and regulations[157]. - The company has implemented strict data protection measures, including multi-layer encryption and password protection, to safeguard personal and business data[194]. Employee and Corporate Governance - The company has implemented a stock option plan to reward employees based on individual performance, aiming to foster a sense of belonging and unity among staff[181]. - The company has maintained a zero record of workplace injuries and fatalities since its establishment, adhering to occupational safety and health regulations[182]. - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and internal controls[112]. - The company emphasizes the importance of compliance with legal and regulatory requirements and regularly reviews new laws affecting its operations[112]. - The company has not reported any violations of labor standards since its establishment, ensuring compliance with local laws and regulations[173]. Future Outlook and Strategic Plans - The company aims to maintain stable revenue while accelerating business expansion[74]. - The company expects to expand its revenue sources through the launch of new technologies and services while maintaining core business performance[74]. - The company will monitor foreign exchange risks and consider hedging measures as necessary due to anticipated revenue growth from overseas markets[70]. - Major projects expected to generate significant cash flows include energy-saving projects for government buildings, hospitals, and clinics in Malaysia, as well as energy-saving projects for base stations in China[38].