能源国际投资(00353) - 2024 - 年度财报

Chairman's Statement Business Review and Outlook The Chairman reviewed the Group's core business of oil and liquid chemical product terminal leasing and operations, and highlighted a strategic investment in a Chinese credit assessment fintech company in June 2024. Despite a decline in current year revenue and profit due to prior year non-recurring gains, the Chairman remains optimistic about the Group's long-term sustainable development and transition towards 'new quality productive forces' | Metric (Continuing Operations) | FY2024 (HKD Million) | FY2023 (HKD Million) | | :--- | :--- | :--- | | Revenue | 242 | 367 | | Gross Profit | 158 | 162 | | Profit | 95 | 127 | - Profit decline primarily due to a high comparative base from a non-recurring gain of approximately HKD 63 million from 'net gain on derecognition of financial assets and liabilities' recorded in FY2023[146][151] - The core business of 'Port and Storage Facilities' leasing remained stable, with 14 gas tanks self-operated since August 2023, contributing approximately HKD 37 million in rental income[130][146] - On June 17, 2024, the company acquired a 28% effective interest in a Chinese credit assessment fintech company for RMB 200 million, aiming to transition from traditional industries to 'new quality productive forces' for long-term sustainable development[147][2] Management Discussion and Analysis Operating Results This fiscal year, the Group's continuing operations revenue decreased by 34% to HKD 242 million, primarily due to reduced oil and liquid chemical product trading, while gross profit slightly declined to HKD 158 million and profit from continuing operations fell to HKD 95 million due to prior year non-recurring gains | Continuing Operations (HKD Million) | FY2024 | FY2023 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 242 | 367 | -34% | | Port and Storage Facilities Leasing Income | 164 | 157 | +4.5% | | Agency Services and Trading Income | 78 | 209 | -62.7% | | Gross Profit | 158 | 162 | -2.5% | | Profit for the Year | 95 | 127 | -25.2% | Business Review The Group's core business, operating liquid chemical product terminals and storage facilities, contributed approximately HKD 164 million in rental income, with the Group increasing its stake in Shundong Port to 55.17% in July 2022 and terminating its insurance brokerage services in October 2023 - The Group completed a further acquisition of Shundong Port in July 2022, increasing its equity stake from 46.67% to 55.17%[145] - On October 12, 2023, the Group completed the disposal of Yigao Wealth Management, thereby terminating its insurance brokerage services business[145] Financial Review As of March 31, 2024, the Group's financial position strengthened with total assets at HKD 2.165 billion, total liabilities at HKD 811 million, and improved liquidity, as evidenced by a current ratio of 3.14 and bank balances of HKD 591 million, with HKD 1.507 billion in investment properties pledged for borrowings | Financial Position (HKD Million) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Assets | 2,165 | 1,999 | | Total Liabilities | 811 | 826 | | Gearing Ratio | 0.37 | 0.41 | | Current Ratio | 3.14 | 1.95 | | Bank Balances and Cash | 591 | 83 | - As of March 31, 2024, approximately HKD 1.507 billion of the Group's total investment properties were pledged to secure bank borrowings[153] Future Plan and Prospects The Group plans to sustain income from port and storage facilities through leasing and self-operation, with a key RMB 200 million investment in a Chinese fintech company in June 2024 marking a strategic transition towards 'new quality productive forces' for long-term sustainable development - The Group began leasing self-operated gas tanks to independent third parties on August 1, 2023, generating approximately HKD 37 million in rental income this fiscal year[163] - On June 17, 2024, the company acquired a 28% effective interest in a Chinese fintech company engaged in credit assessment, fund matching, and technology services for RMB 200 million, aiming to enter the rapidly developing fintech solutions market[2][157] Biographical Details of Directors Executive Directors The executive director team, including Chairman Mr. Cao Sheng and CEO Mr. Liu Yong, consists of six members with extensive experience in economic management, finance, accounting, investment, and corporate management - Mr. Cao Sheng, 51 years old, was appointed Chairman of the Board in April 2022, possessing years of management experience in the shipping, offshore, and business consulting sectors[186] - Mr. Liu Yong, 49 years old, was appointed Executive Director and Chief Executive Officer in April 2022, with extensive financial and management experience in Chinese government agencies and private enterprises[186] - Mr. Luo Yingnan, 34 years old, was appointed Executive Director in April 2023, holding a Master's degree in Finance and possessing senior management experience in fund management, asset management, and the petrochemical energy industry[187] Independent Non-Executive Directors The independent non-executive director team, comprising three members, provides independent judgment and oversight to the Board, leveraging their expertise in accounting, auditing, investment, and international management - Mr. Tang Qingbin, 60 years old, is a member of the Chinese Institute of Certified Public Accountants, with over 20 years of experience in accounting and auditing[5] - Mr. Wang Jinghua, 42 years old, holds degrees in Economics and Finance and International Management, with extensive experience in investment and contracts for urban construction projects[5] - Mr. Feng Nanshan, 47 years old, is a practicing accountant in Hong Kong and a Certified Public Accountant in Australia, with extensive experience in auditing, accounting, and taxation[6] Corporate Governance Report Board of Directors The Board, comprising six executive and three independent non-executive directors, complies with listing rules, though one independent non-executive director missed the 2023 AGM; the company commits to appointing at least one female director by December 31, 2024, to enhance diversity - The Board consists of 9 members, including 6 executive directors and 3 independent non-executive directors, complying with listing rule requirements[193] - The company complied with the Corporate Governance Code, but Independent Non-Executive Director Mr. Wang Jinghua's absence from the Annual General Meeting on September 29, 2023, constituted a deviation[7] - To enhance gender diversity, the Nomination Committee plans to recommend and nominate at least one female director to the Board by December 31, 2024[197] | Director Name | Board Meetings | Remuneration Committee | Nomination Committee | Audit Committee | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Cao Sheng | 5/5 | Not Applicable | Not Applicable | Not Applicable | 2/2 | | Mr. Liu Yong | 4/5 | Not Applicable | Not Applicable | Not Applicable | 2/2 | | Mr. Chen Weizhang | 5/5 | 1/1 | 1/1 | Not Applicable | 2/2 | | Mr. Lan Yongqiang | 5/5 | Not Applicable | Not Applicable | Not Applicable | 1/2 | | Mr. Shi Jun | 5/5 | Not Applicable | Not Applicable | Not Applicable | 2/2 | | Mr. Luo Yingnan | 5/5 | Not Applicable | Not Applicable | Not Applicable | 2/2 | | Mr. Tang Qingbin | 5/5 | 1/1 | 1/1 | 3/3 | 2/2 | | Mr. Wang Jinghua | 4/5 | 1/1 | 1/1 | 1/3 | 1/2 | | Mr. Feng Nanshan | 5/5 | 1/1 | 1/1 | 3/3 | 2/2 | Board Committees The company has Remuneration, Nomination, and Audit Committees; the Remuneration and Nomination Committees each include three independent non-executive directors and one executive director, while the Audit Committee, chaired by Mr. Tang Qingbin, comprises three independent non-executive directors and held three meetings to review financial statements and internal controls - The Remuneration Committee comprises three independent non-executive directors and one executive director, responsible for reviewing the remuneration of directors and senior management[19] - The Nomination Committee comprises three independent non-executive directors and one executive director, responsible for advising the Board on director appointments and succession matters[19] - The Audit Committee comprises three independent non-executive directors, chaired by Mr. Tang Qingbin, and held three meetings during the year to review financial statements and assess the effectiveness of risk management and internal control systems[20] Shareholder Rights and Communication The company ensures effective shareholder communication via annual reports, announcements, its website, and general meetings, allowing written questions to the Board and outlining procedures for shareholders holding at least 10% of paid-up capital to convene extraordinary general meetings or nominate directors - The company has established various channels for shareholder communication, including corporate communications, website announcements, and general meetings, and provides a dedicated contact email[40] - Pursuant to Article 64 of the Company's Articles of Association, shareholders holding not less than one-tenth of the paid-up capital of the company may request in writing to convene an extraordinary general meeting[24] - Shareholders may submit a written notice to the company's principal place of business or registered office at least seven clear days before the date of a general meeting to nominate another person for election as a director[24] Report of the Directors Principal Activities and Financial Summary The Group's principal activities include investment holding and leasing/trading of oil and liquid chemical product terminals, with insurance brokerage services terminated during the year; FY2024 revenue was HKD 242 million and profit HKD 95.24 million, while net assets increased to HKD 1.354 billion - The Company's principal business is investment holding, with its main subsidiaries engaged in leasing oil and liquid chemical product terminals, providing agency services, and trading oil and liquid chemical products. Insurance brokerage services ceased operations on October 12, 2023[43] | Financial Indicators (HKD Thousand) | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue | 242,245 | 366,770 | | Profit for the Year | 95,237 | 126,263 | | Total Assets | 2,164,668 | 1,998,801 | | Total Liabilities | 810,605 | 825,662 | | Net Assets | 1,354,063 | 1,173,139 | Connected Transaction and Use of Proceeds On August 30, 2023, the company issued 360 million new shares to connected person Cosmic Shine International Limited for approximately HKD 149.8 million; of the HKD 146.8 million net proceeds, HKD 17.2 million was used to repay debt, leaving HKD 129.6 million unutilized - On August 30, 2023, the company completed the issuance of 360 million ordinary shares to connected party Cosmic Shine International Limited at a subscription price of HKD 0.416 per share, for a total consideration of approximately HKD 149.8 million[28] | Use of Proceeds (HKD Million) | Net Proceeds | Amount Utilized | Unutilized Amount | | :--- | :--- | :--- | :--- | | Repayment of Acceptance Bills | 5.2 | 5.2 | – | | Repayment of Bank Loans | 141.6 | 12.0 | 129.6 | | Total | 146.8 | 17.2 | 129.6 | Major Customers and Suppliers The Group's business exhibits high concentration, with the top five customers accounting for 99.2% of total sales and the largest customer 52.5%, while the top five suppliers represented 96.7% of total purchases, with the largest supplier at 92.4% - Sales to the top five customers accounted for 99.2% of total sales, with the largest customer representing 52.5%[30] - Purchases from the top five suppliers accounted for 96.7% of total purchases, with the largest supplier representing 92.4%[30] Directors' and Substantial Shareholders' Interests As of March 31, 2024, Executive Directors Mr. Cao Sheng and Mr. Liu Yong, through controlled entities, collectively held 575,431,372 shares, representing 53.25% of the issued share capital; a new share option scheme was adopted on September 29, 2023, but no options were granted during the year - Executive Directors Mr. Cao Sheng and Mr. Liu Yong, through controlled corporations, collectively held 575,431,372 shares, representing 53.25% of the issued share capital[227][229] - The company adopted a new share option scheme on September 29, 2023, with an authorized limit of 108,056,289 shares. No share options were granted, exercised, cancelled, or lapsed during the current year[86][88] Independent Auditor's Report Auditor's Opinion Crowe (HK) CPA Limited issued an unmodified opinion on the company's consolidated financial statements for the year ended March 31, 2024, confirming they present a true and fair view of the Group's financial position, performance, and cash flows, in compliance with Hong Kong Companies Ordinance disclosure requirements - The auditor, Crowe (HK) CPA Limited, issued an unmodified opinion[106] Key Audit Matters The auditor identified two key audit matters: the valuation of investment properties, involving significant assumptions, and the fair value measurement of financial liabilities (preference shares) at fair value through profit or loss, requiring significant management estimates, for which appropriate audit procedures were performed - Key Audit Matter One: Valuation of investment properties. As of March 31, 2024, the carrying amount of the Group's investment properties was HKD 1.507 billion, and their valuation involves significant assumptions and judgments[97][112] - Key Audit Matter Two: Fair value measurement of financial liabilities at fair value through profit or loss (preference shares). As of March 31, 2024, the fair value of these preference shares was HKD 379 million, and their fair value determination involves significant management estimates[113][116] Consolidated Financial Statements Consolidated Income Statement For the year ended March 31, 2024, the Group's continuing operations revenue decreased by 34% to HKD 242 million, with profit for the year at HKD 95.24 million, down 24.7%, and basic earnings per share significantly lower at 5.58 HK cents due to prior period non-recurring gains | Item (HKD Thousand) | FY2024 | FY2023 (Restated) | | :--- | :--- | :--- | | Continuing Operations | | | | Revenue | 242,234 | 366,757 | | Gross Profit | 158,411 | 162,268 | | Profit for the Year | 95,067 | 126,783 | | Discontinued Operations | | | | Profit/(Loss) for the Year | 170 | (520) | | Total Profit for the Year | 95,237 | 126,263 | | Profit Attributable to Owners of the Company | 51,990 | 89,308 | | Basic Earnings Per Share (HK Cents) | 5.58 | 12.39 | Consolidated Statement of Financial Position As of March 31, 2024, the Group's total assets increased to HKD 2.165 billion, primarily due to a significant rise in cash and cash equivalents to HKD 591 million, while total liabilities slightly decreased to HKD 811 million, and shareholders' equity increased to HKD 1.354 billion, reflecting an improved financial structure | Item (HKD Thousand) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Non-current Assets | 1,516,723 | 1,572,184 | | Investment Properties | 1,507,397 | 1,565,499 | | Current Assets | 647,945 | 426,617 | | Cash and Cash Equivalents | 590,722 | 83,092 | | Total Assets | 2,164,668 | 1,998,801 | | Current Liabilities | 206,320 | 219,185 | | Non-current Liabilities | 604,285 | 606,477 | | Preference Shares | 379,015 | 378,234 | | Total Liabilities | 810,605 | 825,662 | | Net Assets | 1,354,063 | 1,173,139 | Consolidated Statement of Cash Flows During the year, net cash generated from operating activities significantly increased to HKD 346 million, while investing activities generated HKD 53.39 million and financing activities HKD 114 million, leading to a substantial increase in year-end cash and cash equivalents to HKD 591 million | Item (HKD Thousand) | FY2024 | FY2023 (Restated) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 346,367 | 101,630 | | Net Cash Generated from Investing Activities | 53,391 | 55,054 | | Net Cash Generated From/(Used In) Financing Activities | 114,005 | (128,094) | | Net Increase in Cash and Cash Equivalents | 513,763 | 28,590 | | Cash and Cash Equivalents at Beginning of Year | 83,092 | 57,915 | | Cash and Cash Equivalents at End of Year | 590,722 | 83,092 |