中国海洋发展(08047) - 2024 - 年度财报

Corporate Information Board of Directors and Committees The report details the company's Board of Directors and various committee members, including changes during the reporting period, ensuring independent and professional corporate governance - The company's Board of Directors and various committee members underwent multiple changes, including the resignation of Executive Director Ms. Wei Qing and the appointment of new directors Mr. Chen Jianzhang, Mr. Chen Shenxiu, and Mr. Yang Ying[584][608] Key Corporate Offices The company, incorporated in Bermuda with stock code 8047, maintains its registered office in Bermuda and principal places of business in Hong Kong and Shenzhen, China, with key information on share registrars and website provided - The company maintains offices in Hong Kong, mainland China, and Bermuda, with Bank of China (Hong Kong) Limited as its principal banker[586][587][609] Chairman's Statement The Chairman's Statement reviews the fiscal year ended March 31, 2024, highlighting significant revenue growth, improved gross profit, and narrowed loss attributable to owners, primarily driven by the seafood supply chain business despite challenges in the fishing segment Results The Group's overall financial performance significantly improved this fiscal year, with total revenue increasing by 76.3% year-on-year, gross profit more than tripling, and loss attributable to owners narrowing by 18.3% 2024 Fiscal Year Key Financial Indicators | Indicator | 2024 Fiscal Year (HKD Million) | 2023 Fiscal Year (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 398.2 | 225.9 | +76.3% | | Gross Profit | 45.3 | 13.8 | +228.3% | | Gross Profit Margin | 11.4% | 6.1% | +5.3pp | | Loss Attributable to Owners | (37.4) | (45.8) | -18.3% | | Administrative Expenses | 53.2 | 43.9 | +21.2% | Operational Review This year, the Group's core business focused on seafood supply chain management services, vertically integrated with fishing subsidiaries, though the fishing business faced temporary suspension due to vessel renewal and license renewal issues - Supply chain management services are the Group's business focus, while the deep-sea fishing business faces temporary stagnation due to vessel renewal and license renewal issues, with management actively seeking solutions[593][615][645] - As a trade practice, the Group pays prepayments to suppliers to ensure seafood supply, with prepayment amounts increasing from HKD 356 million to HKD 513 million this fiscal year[591][644] Prospect Looking ahead, the Group will continue to closely monitor and stabilize the supply chain management business while actively seeking promising investment and business opportunities, particularly in deep-sea fishing, to broaden revenue streams and enhance shareholder value - The company's future strategy focuses on stabilizing supply chain operations and actively seeking new investment opportunities, especially in deep-sea fishing where the management team has extensive experience[648][594] Management Discussion and Analysis This section analyzes the Group's operational and financial performance, highlighting strong revenue and gross profit growth from the seafood supply chain business, narrowed losses, increased administrative expenses, and stable capital structure, alongside updates on arbitration, foreign exchange risk management, and employee compensation Financial Review This fiscal year, the Group's revenue increased to HKD 398 million, gross profit to HKD 45.3 million, and gross profit margin improved from 6.1% to 11.4%, while loss attributable to owners narrowed to HKD 37.4 million, and administrative expenses rose to HKD 53.2 million Financial Performance Summary (HKD Million) | Indicator | 2024 Fiscal Year | 2023 Fiscal Year | | :--- | :--- | :--- | | Revenue | 398.2 | 225.9 | | Gross Profit | 45.3 | 13.8 | | Loss Attributable to Owners | (37.4) | (45.8) | | Administrative Expenses | 53.2 | 43.9 | | Prepayments to Suppliers | 513.3 | 355.9 | Liquidity, financial resources and capital structure As of March 31, 2024, the Group's total assets were approximately HKD 1.06 billion, with bank balances and cash at HKD 243 thousand, primarily relying on self-generated operating funds, share placements/subscriptions, and borrowings for operations, maintaining a relatively stable capital structure with a gearing ratio of approximately 4.9% Capital Structure and Liquidity (As of March 31) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets (HKD Million) | 1,061.5 | 936.9 | | Bank Balances and Cash (HKD Thousand) | 243 | 4,129 | | Total Bank Borrowings (HKD Million) | 51.9 | 61.7 | | Gearing Ratio | 4.9% | 6.6% | Litigations and Risk Management The report discloses the arbitration outcome with COFCO Capital (Hong Kong) Co., Ltd., requiring the company to pay approximately HKD 5 million in legal fees and interest, alongside financing restrictions, while the Group manages foreign exchange risk by primarily transacting in HKD and RMB and maintaining a prudent inventory policy - The company received an arbitration award from the Hong Kong International Arbitration Centre, requiring payment of approximately HKD 5 million in legal fees and interest to COFCO Capital, and restricting financing activities without their consent[633] Employees and remuneration policies As of March 31, 2024, the Group had 36 employees (including directors), a decrease from 43 last year, with total staff costs (excluding directors' emoluments) amounting to approximately HKD 4.7 million, down from HKD 6 million last year - Employee headcount decreased from 43 to 36[12] - Staff costs (excluding directors) decreased from HKD 6 million to HKD 4.7 million[12] Biographies of Directors and Company Secretary Executive Directors This section introduces the backgrounds of the company's executive directors, highlighting their diverse and senior professional experience in import-export trade, logistics, corporate management, financial investment, capital operations, risk control, compliance, and financial management - The executive director team possesses diverse and senior professional backgrounds in trade, finance, corporate management, and finance[14][15][639] Non-executive Directors This section introduces the resumes of non-executive directors, showcasing their extensive experience in finance, real estate, agriculture, energy, and economic management - Non-executive directors bring extensive experience and broad knowledge from various industries, including finance, real estate, agriculture, and energy, to the board[16][17] Independent Non-executive Directors This section details the backgrounds of independent non-executive directors, who bring expertise from finance, corporate management, social engagement, and economics, providing independent and professional opinions to the company's decision-making - The independent director team comprises experts from finance, corporate management, social activities, and economics, providing independent and professional opinions for the company's decisions[672][18][700] Company Secretary The Company Secretary, Mr. Lam Chi Ming, possesses over 30 years of experience in finance and general management and is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants - Mr. Lam Chi Ming possesses extensive financial and management background, providing professional secretarial services to the company[702][703] Report of the Directors The Directors' Report comprehensively outlines the company's business operations, financial position, corporate governance, and compliance matters for the reporting period, confirming adherence to relevant laws and regulations and maintenance of sufficient public float Summary of Financial Information The report provides key consolidated results and financial position data for the past five fiscal years, showing the company's revenue at HKD 398.2 million and loss before tax at HKD 44.31 million for FY2024, with total assets of HKD 1.046 billion and total liabilities of HKD 536 million as of March 31, 2024 Five-Year Financial Data Summary (HKD Million) | Fiscal Year | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 398.2 | 225.9 | 298.7 | 621.7 | 826.5 | | (Loss)/Profit Before Tax | (44.3) | (50.0) | (657.0) | (377.7) | 35.6 | | Total Assets | 1,046.3 | 936.9 | 1,027.5 | 1,544.6 | 1,716.6 | | Total Liabilities | (536.4) | (448.2) | (501.2) | (474.8) | (439.4) | Key Relationships and Risks The company is committed to environmental protection and legal compliance, maintaining good relationships with employees, customers, and suppliers, while identifying and managing key risks including operational, market, and investment risks through established monitoring and response mechanisms - The company faces key risks including operational risk, market risk, and investment risk, with corresponding management frameworks established for monitoring[32][61][34] Major Customers and Suppliers This fiscal year, the Group exhibited very high customer and supplier concentration, with the top five customers contributing 100% of total revenue (the largest accounting for 92%), and the top five suppliers accounting for 100% of total purchases (the largest accounting for 91%) - The top five customers accounted for 100% of total revenue, with the largest customer accounting for 92%[720][747] - The top five suppliers accounted for 100% of total purchases, with the largest supplier accounting for 91%[36][67] Directors' Interests and Share Options The report discloses directors' service contracts, interests in company shares, and the status of the share option scheme, noting that Executive Director Mr. Cai Haiming holds 2.13% of the company's shares and no share options have been granted or exercised since the scheme's adoption - Executive Director Mr. Cai Haiming holds 150,532,857 shares in the company, representing 2.13% of the issued share capital[49] - Since the adoption of the share option scheme, the company has never granted or exercised any share options[76][78] Audit Committee and Auditor The Audit Committee, comprising three independent non-executive directors with Mr. Jin Xiaoxian as chairman, reviewed financial reporting processes and internal controls, confirming compliance and recommending the re-appointment of Kaiyuan Xinde Certified Public Accountants Limited as auditor - The Audit Committee has reviewed the annual financial statements and deemed them compliant and adequately disclosed[56][108] - The Board of Directors recommends the re-appointment of Kaiyuan Xinde Certified Public Accountants Limited as the company's auditor[59][111] Corporate Governance Report This report outlines the company's compliance with corporate governance code provisions during the year, detailing the board's composition, responsibilities, meeting attendance, and the structure and work of its audit, remuneration, and nomination committees, along with internal controls, shareholder rights, and anti-corruption policies, reflecting a commitment to high governance standards Board of Directors and Board Meetings The Board of Directors is responsible for the Group's policy formulation, strategic planning, and major decision-making, with multiple changes in board members during the reporting period and 8 board meetings held, ensuring compliance with corporate governance code provisions and directors' adherence to securities trading conduct standards - The company complied with the provisions of the Corporate Governance Code throughout the year[113] - All directors confirmed compliance with the code of conduct regarding securities transactions during the year[91] - A total of 8 board meetings were held during the year, and the report discloses the attendance rate of each director[777][778] Board Committees The company has established Audit, Remuneration, and Nomination Committees, with the Remuneration Committee reviewing compensation, the Nomination Committee reviewing board structure, and the Audit Committee overseeing financial reporting and internal controls, having held four meetings to review quarterly, interim, and annual results - The Audit Committee held four meetings this year, reviewing quarterly, interim, and annual results and providing recommendations to the Board[153][154] - This year's auditor fees included approximately HKD 1.5 million for statutory audit services, with no non-audit service fees[157][211] Internal Control and Shareholders' Rights The Board of Directors is responsible for maintaining the Group's internal control and risk management systems, conducting annual effectiveness reviews, and ensuring shareholder rights, including the right for shareholders holding at least 10% of paid-up capital to requisition an extraordinary general meeting - The Board of Directors is responsible for the Group's internal control system, but currently no internal audit team has been established[158][181] - Shareholders holding no less than 10% of the paid-up capital have the right to requisition an extraordinary general meeting[136][160] Directors' Responsibility and Going Concern The Board of Directors confirms its responsibility for preparing true and fair financial statements and, despite challenges, believes there are no material uncertainties that would cast significant doubt on the Group's ability to continue as a going concern, thus maintaining the going concern basis for financial statement preparation - The Board of Directors believes that, despite challenges, preparing financial statements on a going concern basis is appropriate[164][166] Independent Auditor's Report Independent Auditor Kaiyuan Xinde Certified Public Accountants Limited issued an audit opinion on the Group's consolidated financial statements, affirming their true and fair reflection of the Group's financial position and performance, while highlighting a material uncertainty related to going concern due to losses, low cash, and high current borrowings, without modifying the opinion, and identifying impairment assessment of receivables as a key audit matter Opinion The auditor believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position as of March 31, 2024, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor issued a standard unmodified opinion on the financial statements, deeming them true and fair[214][853] Material Uncertainty Related to Going Concern The auditor draws attention to the Group's annual loss of approximately HKD 37.4 million attributable to owners, bank balances and cash of only HKD 243 thousand, and current borrowings of HKD 148 million as of the reporting period end, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the auditor's opinion is not modified in respect of this matter - The auditor emphasizes that the Group's annual loss, low cash levels, and high current borrowings constitute a material uncertainty regarding its ability to continue as a going concern[173][201] Key Audit Matters Beyond the going concern uncertainty, the auditor identified "Impairment assessment of trade receivables, loans and interest receivables, and other receivables" as a key audit matter due to its subjective nature, requiring significant management judgment and increasing the risk of error or potential management bias - The impairment assessment of receivables is considered a key audit matter due to its subjectivity and reliance on significant management judgment[215][174] Consolidated Financial Statements Consolidated Statement of Comprehensive Income For the year ended March 31, 2024, the Group's revenue was HKD 398 million, a 76.3% year-on-year increase, with gross profit at HKD 45.27 million, up 228.4%, resulting in an operating loss of HKD 20.46 million due to increased administrative expenses and impairment losses on receivables, and a narrowed loss for the year of HKD 44.02 million compared to HKD 50.02 million last year Consolidated Statement of Comprehensive Income Summary (HKD Thousand) | Item | 2024 Fiscal Year | 2023 Fiscal Year | | :--- | :--- | :--- | | Revenue | 398,173 | 225,855 | | Gross Profit | 45,269 | 13,787 | | Loss from Operating Activities | (20,455) | (23,347) | | Loss Before Tax | (44,309) | (50,007) | | Loss for the Year | (44,024) | (50,015) | | Loss Attributable to Owners of the Company | (37,401) | (45,753) | | Basic Loss Per Share (HK Cents) | (0.59) | (0.75) | Consolidated Statement of Financial Position As of March 31, 2024, the Group's total assets increased to HKD 1.061 billion, with current assets accounting for HKD 814 million, primarily comprising trade and other receivables, while total liabilities stood at HKD 536 million, with current liabilities at HKD 491 million, resulting in an increased total equity (net assets) of HKD 525 million Consolidated Statement of Financial Position Summary (HKD Thousand) | Item | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Total Assets | 1,061,472 | 936,916 | | Non-current Assets | 247,525 | 301,605 | | Current Assets | 813,947 | 635,311 | | Total Liabilities | 536,353 | 448,177 | | Current Liabilities | 490,810 | 393,918 | | Non-current Liabilities | 45,543 | 54,259 | | Total Equity | 525,119 | 488,739 | Consolidated Statement of Cash Flows This fiscal year, the Group experienced a net cash outflow from operating activities of HKD 61.26 million, primarily due to working capital changes, minimal cash outflow from investing activities, and a net cash inflow of HKD 82.68 million from financing activities, largely from new share placements, resulting in a significant decrease in period-end cash and cash equivalents to HKD 243 thousand due to negative foreign exchange rate impacts Consolidated Statement of Cash Flows Summary (HKD Thousand) | Item | 2024 Fiscal Year | 2023 Fiscal Year | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (61,260) | (26,019) | | Net Cash Used in Investing Activities | (5) | (15,639) | | Net Cash From Financing Activities | 82,676 | 14,810 | | Net Decrease in Cash and Cash Equivalents | 21,411 | (26,848) | | Effect of Foreign Currency Exchange Rate Changes | (25,297) | 29,423 | | Cash and Cash Equivalents at End of Period | 243 | 4,129 | Notes to the Consolidated Financial Statements The notes to the financial statements provide detailed explanations of the company's accounting policies, key accounting estimates, and various financial statement items, including the assessment of going concern, segmental information, high customer and geographical concentration, impairment assessment details for receivables, and comprehensive disclosures on financial instruments and risk management Note 2: Basis of Preparation (Going Concern) This note explains the basis of financial statement preparation, focusing on the going concern assumption, highlighting that the Group's annual loss, extremely low cash balance (approximately HKD 243 thousand), and high current borrowings (approximately HKD 148 million) constitute material uncertainties that may cast significant doubt on its ability to continue as a going concern, despite management's implemented countermeasures - Management acknowledges material uncertainties that could affect going concern but has formulated countermeasures, including cost control and new financing plans[233][260] Note 5: Segmental Information The Group is segmented into supply chain management and ocean fishing, with all revenue (HKD 398 million) for the current year derived solely from supply chain management services, no revenue contribution from ocean fishing, and the vast majority of revenue originating from mainland China, indicating high customer concentration with 92% from the largest single customer Segment Revenue (HKD Thousand) | Segment | 2024 Fiscal Year | 2023 Fiscal Year | | :--- | :--- | :--- | | Supply Chain Management Services | 398,173 | 225,855 | | Ocean Fishing | 0 | 0 | | Total | 398,173 | 225,855 | - Revenue from Customer A (supply chain management business) was HKD 365 million, accounting for 91.6% of total revenue[444] Note 16 & 17: Trade, Other, and Loan Receivables As of the reporting period end, net trade receivables amounted to HKD 329 million, net other receivables to HKD 491 million, and net loan and interest receivables to HKD 11.68 million, with the company having made loss provisions of HKD 555 million for trade receivables and HKD 21.23 million for loan receivables, reflecting a prudent assessment of credit risk Summary of Key Receivables (HKD Thousand) | Item | Gross Carrying Amount | Loss Allowance | Net Carrying Amount | | :--- | :--- | :--- | :--- | | Trade Receivables | 883,813 | (555,247) | 328,566 | | Other Receivables | 553,251 | (61,810) | 491,441 | | Loan and Interest Receivables | 32,909 | (21,229) | 11,680 | Note 32: Financial Risk Management This note details the Group's primary financial risks, including credit risk, interest rate risk, liquidity risk, and currency risk, with significant credit risk arising from highly concentrated trade receivables, where the top five customers account for 99% of the total, and the Group employs an Expected Credit Loss (ECL) model for impairment assessment - The Group faces significant credit risk, primarily stemming from highly concentrated trade receivables, with 99% from the top five customers[871][877] - The Group uses an Expected Credit Loss (ECL) model to assess trade receivable impairment, setting different expected loss rates based on overdue status[874][880]