Global Operations and Production Facilities - The company has a global customer base spanning over 25 countries, including major electric arc furnace steel manufacturers in the Americas, EMEA, Asia-Pacific, and China[8] - The company operates production facilities in Italy and China with a combined annual capacity of 46,000 metric tons[8] - In December 2023, the company initiated a brownfield GAM project in Europe with a planned annual production capacity of 20,000 metric tons[8] - The company's strategic decision to establish its own GAM production facility in Europe aligns with future market trends[8] - The company is investing in GAM production in Europe and silicon-based anode material R&D in China as part of its diversification strategy[12] - A groundbreaking ceremony for the anode production facility in Italy is scheduled for mid-April 2024[12] - The company plans to become one of the first or earliest graphite anode producers in the European market[12] Financial Performance and Revenue - Revenue from core graphite electrode business decreased by 37.4% to 15.476 million in FY2023, compared to a net profit of 12.907 million (17.9% of total) in FY2023 from 72.3 million in FY2023 compared to FY2022, primarily due to weak customer demand and downstream supply chain destocking[17] - Graphite electrode sales volume decreased by 29.6% in FY2023 compared to FY2022, with all regions experiencing revenue declines[17] - Gross margin dropped significantly from 22.5% in FY2022 to 1.2% in FY2023, mainly due to lower average selling prices, reduced sales volume, and increased average cost per ton[21] - Revenue for 2023 decreased to 115.521 million in 2022, representing a significant decline[139] - Gross profit for 2023 dropped sharply to 26.028 million in 2022[139] - The company reported a net loss of 7.496 million in 2022[139] - Basic and diluted loss per share for 2023 was 1.6 cents, compared to earnings of 0.9 cents per share in 2022[139] - Administrative expenses increased to 9.118 million in 2022[139] - Financing costs rose to 2.626 million in 2022[139] - The company incurred discretionary listing bonus expenses of 691 thousand in 2023 from 6.850 million in 2023, compared to an income tax expense of 15.476 million for 2023, compared to a net profit of 15.826 million in 2023, a significant increase from 72,292 thousand, a decrease from 19,326 thousand in 2023 from 38,319 thousand in 2023 from 12,907 thousand in 2023 from 1,740 thousand in 2023 from 64.836 million (56.3% of total) in FY2023 from 29.6 million, up from 38.7 million, compared to 13.6 million, primarily for property, plant, and equipment additions[31] - Property, plant, and equipment increased to 93.131 million in 2022[141] - Cash and cash equivalents rose to 11.652 million in 2022[141] - Total assets minus current liabilities stood at 160.328 million in 2022[142] - The company's total equity increased to 132.917 million in 2022[142] - The company issued 816.6 million ordinary shares through a capitalization issue in 2023[144] - The company's reserves, including comprehensive reserves, totaled 132.807 million in 2022[144] - The company's non-current assets in China increased to 52,168 thousand in 2022[178] - Non-current assets in the EMEA region slightly decreased to 50,739 thousand in 2022[178] - The company's inventory value at the end of 2023 was 58,605 thousand in 2022[175] - The provision for inventory write-down to net realizable value increased significantly to 75 thousand in 2022[175] Corporate Governance and Leadership - The company's board of directors includes executive and non-executive members, with changes in appointments and resignations noted in 2023 and 2024[3] - The company's audit committee includes members such as Mr. Zheng Diao and Ms. Chen Chuwen, with changes noted in 2023[4] - Peter Brendon Wyllie, an executive director, oversees business strategy execution and legal advisory work, and holds directorships in multiple subsidiaries of the company[36] - Wei-Ming Shen, the CEO, will retire from his executive director role effective March 31, 2024, and step down as CEO on May 1, 2024[37] - Shen has over 38 years of experience in graphite technology, production, sales, and business management, and previously held senior roles at GrafTech International Holdings Inc. and Oregon Material Technology Group[38] - Min Haiting, an executive director, is responsible for corporate finance, mergers and acquisitions, and bank financing, with extensive experience in banking and corporate finance[38] - Haiting previously served as the Chief Representative of the People's Bank of China in Europe and held executive roles at China Agricultural Bank (UK) Limited and China First Capital Group[39] - Hou Haolong, aged 46, joined the group in February 2012 and was appointed as an executive director on March 29, 2021. He is responsible for business foundation development, product innovation, and business strategy[40] - Wang Ping, aged 53, joined the group in August 2019 and was appointed as a non-executive director in October 2019. He has over 20 years of experience in corporate finance, auditing, and financial management[41] - Zheng Dajiao, aged 52, was appointed as an independent non-executive director on December 19, 2022. He has extensive experience in management, financial reporting, and management accounting[42] - Wei Mingde, aged 57, was appointed as an independent non-executive director on December 19, 2022. He is the chairman of Ande Capital and the Asia Green Tech Fund[43] - Chen Chuwen, aged 45, was appointed as an independent non-executive director on December 19, 2022. She has over 19 years of professional experience in accounting and corporate finance[43] - Feng Jianguo, aged 58, joined the group in March 2016 as the Chief Technology Officer. He is responsible for monitoring project implementation and providing technical support[45] - Lin Luofeng, aged 36, joined the group in June 2023 as the Chief Financial Officer. He has over 10 years of experience in corporate finance, financial management, accounting, and audit certification[45] - The company's registered office is located in the Cayman Islands, with headquarters and primary business locations in China and Hong Kong[6] - The company's major correspondent banks include Wells Fargo Bank, N.A. and Credit Suisse (Switzerland) Ltd.[7] - The company's stock code is 2459 and its website is www.sanergygroup.com[7] - The company did not recommend a final dividend for the 2023 fiscal year, compared to zero dollars in the 2022 fiscal year[48] - The company has distributable reserves of 28,812,000, accumulated losses of 100,000[56] - The company donated RMB 18,000 to various charitable organizations during the 2023 fiscal year to support local community development[55] - The company's main business is the manufacturing and sales of graphite electrodes, with performance analysis by operating segment detailed in the consolidated financial statements[47] - The company's property, plant, and equipment changes for the 2023 fiscal year are detailed in the consolidated financial statements[54] - The company has no predetermined dividend payout ratio, and any future dividends will be determined by the board based on operational and profit conditions, capital requirements, and financial status[48] - The company's environmental, social, and governance (ESG) activities for 2023 are detailed in a separate ESG report published alongside the annual report[53] - The company's five-year financial performance and summary of assets and liabilities are outlined on page 116 of the annual report[57] - The company has no significant disputes with employees, customers, or suppliers during the 2023 fiscal year[52] - The company's related party transactions for the 2023 fiscal year are detailed in the consolidated financial statements[58] - Otautahi Capital Inc. holds 730,000,000 shares, representing 72.28% of the company's total issued shares of 1,010,000,000 as of December 31, 2023[64][66] - The company's share option plan has an authorized limit of 100,000,000 shares, representing 9.9% of the total issued shares as of the annual report date[72] - No share options have been granted under the share option plan since its adoption on December 19, 2022[69] - The share option plan aims to provide eligible participants with personal equity ownership opportunities and incentivize their contributions to the company's performance and growth[70] - The maximum number of shares that can be issued under the share option plan and any other company plan is 100,000,000 shares[72] - No director or senior executive has any interest in competing businesses that require disclosure under the listing rules[68] - The company's share option plan includes provisions to limit individual participants from acquiring more than 1% of the company's issued share capital within any 12-month period[73] - Share options granted to major shareholders or independent non-executive directors exceeding 0.1% of the issued shares require shareholder approval[73] - The company's global offering net proceeds amounted to approximately HKD 186.7 million, with 34.8% allocated for the acquisition of Tai Gu assets, 55.2% for upgrading production systems in Italy, China, and San Li assets, and 10.0% for working capital and general corporate purposes[79][80] - The company's top five customers accounted for 48.7% of total sales, with the largest customer contributing 17.4%. The top five suppliers accounted for 61.9% of total procurement, with the largest supplier contributing 19.0%[82] - The company's employee costs for the 2023 fiscal year were approximately USD 14.4 million, compared to USD 9.6 million in the 2022 fiscal year, with a total of 211 employees as of December 31, 2023[84] - The company's share option plan is valid for ten years from December 19, 2022, to December 18, 2032, with a minimum vesting period of 12 months for options granted under the plan[76][78] - The exercise price for any specific share option must not be less than the higher of the closing price on the grant date or the average closing price for the five business days preceding the grant date[77] - The company has not entered into any equity-linked agreements that would require the issuance of shares as of December 31, 2023[78] - The company's share option plan allows for accelerated vesting under special circumstances, such as death, disability, or performance-based conditions[76] - The company's share option plan requires a consideration of USD 1.00 for the grant of options, which must be accepted within 28 days of the grant date[75] - The company's share option plan permits the grant of options to eligible participants, with the number of shares determined by the board, subject to the plan's terms[74] - The company's share option plan allows for the grant of options to new hires as compensation for forfeited options from previous employers, with a vesting period of less than 12 months[76] - The company has purchased and maintained appropriate insurance to cover potential legal liabilities for directors and senior officers while performing their duties[87] - The public shareholding of the company remains at a sufficient level as required by the listing rules[87] - The company established an audit committee on December 16, 2022, with terms of reference in compliance with the Corporate Governance Code[87] - The company replaced Ernst & Young with Deloitte as its auditor effective July 31, 2023, due to a disagreement over audit fees for the fiscal year ending December 31, 2023[88] - Deloitte audited the company's consolidated financial statements for the 2023 fiscal year and is eligible for re-appointment at the 2024 Annual General Meeting[89] - The company adheres to the principles and code provisions of the Corporate Governance Code, with the roles of Chairman and CEO separated as required[91] - The Board of Directors consists of 8 members, including 4 executive directors, 1 non-executive director, and 3 independent non-executive directors as of December 31, 2023[93] - The company ensures that at least one-third of the Board members are independent non-executive directors, in compliance with the listing rules[95] - Non-executive directors, including independent non-executive directors, are appointed for fixed terms, with one-third of the directors required to retire by rotation at each Annual General Meeting[96] - The company has arranged appropriate insurance to cover legal actions against directors and senior officers, with the Board approving a procedure for directors to seek independent professional advice at the company's expense[98] - All directors participated in appropriate continuous professional development activities during the 2023 fiscal year, including attending training sessions and reviewing materials related to the company's business, director responsibilities, and corporate governance[99] - The company held a total of 9 board meetings and 1 shareholders' meeting in the 2023 fiscal year, with attendance records provided for each director[100][101] - The Remuneration Committee held 1 meeting in the 2023 fiscal year, with all members attending[102][103] - The Nomination Committee held 1 meeting in the 2023 fiscal year, with all members attending[106][107] - The company has adopted a Board Diversity Policy, aiming to achieve a diverse board composition, including at least one member of a different gender[108][109] - The gender ratio of the company's employees (including senior management) was approximately 7:1 (male:female) as of December 31, 2023[110] - The audit committee held 3 meetings in the 2023 fiscal year, with all members attending all meetings[111][112] - The company paid 26,000 for non-audit services in the 2023 fiscal year[114] - The environmental, social, and governance (ESG) committee held 1 meeting in the 2023 fiscal year, with all members attending[115][116] - The company's financial statements for the 2023 fiscal year were audited by Deloitte Touche Tohmatsu[114] - The audit committee reviewed the company's 2022 fiscal year annual results and the interim report for the six months ended June 30, 2023[113] - The ESG committee reviewed the company's 2022 fiscal year ESG report and results[116] - The company has a risk management and internal control system in place to manage risks related to achieving strategic objectives[119][120] - The company conducted an annual risk assessment, identifying and prioritizing major risks that could impact strategic objectives[120] - The company does not have an internal audit department but hires external independent professional firms when necessary[120] - The board of directors is responsible for the company's risk management and internal control systems[119][120] - The company has established and maintained a robust risk management and internal control system, which was deemed effective and adequate for the 2023 fiscal year[121] - The company has implemented an insider information disclosure policy to manage and control the dissemination of insider information[122] - The company has strengthened investor relations by arranging visits to factories and meetings with institutional investors, potential investors, financial analysts, and fund managers[124] -
昇能集团(02459) - 2023 - 年度财报