Revenue and Business Operations - The group's main revenue comes from the production and sale of civil explosives and blasting services, showing steady growth compared to the previous year[8] - The company plans to continue developing its civil blasting business and mining engineering services, with a focus on expanding production bases in Inner Mongolia and Tajikistan[9] - The group aims to explore acquisition and merger opportunities to expand its market presence and enhance profitability[9] - The company intends to extend its industrial chain by developing metal mines, leveraging its experience in mining engineering[9] - The group will actively participate in tenders and seek new engineering opportunities in blasting operations and mining engineering services[9] - The group recorded a consolidated revenue of approximately RMB 1.701 billion, an increase of about 4.54% compared to the previous fiscal year[15] - Sales of explosive products accounted for 49.10% of total revenue, while blasting services contributed 50.90%[15] Financial Performance - The group recognized an impairment loss of approximately RMB 89,762,000 related to goodwill from the acquisition of a mining company, which is still in the development stage and has not yet commenced commercial production[8] - The group's earnings per share decreased primarily due to a one-time impairment loss of approximately RMB 89.76 million related to the acquisition of Anhui Jinding[18] - As of March 31, 2021, the group's equity was approximately RMB 1.167 billion, an increase from RMB 1.084 billion in the previous year[24] - The current assets were approximately RMB 1.043 billion, down from RMB 1.360 billion in the previous year, with cash and cash equivalents at approximately RMB 232.01 million[24] - The debt-to-asset ratio increased to 32.23% from 18.38% due to the acquisition of Anhui Jinding and the use of low-interest loans to enhance cash flow[25] Acquisitions and Mining Projects - The group completed the acquisition of 51% equity in Anhui Jinding in October 2020, with an investment of RMB 270 million[22] - The mining company acquired in October 2020 is expected to contribute significant profits once it commences production in the second quarter of the 2022 fiscal year[8] - The commercial production at the Huangtun Sulfur Iron Mine is planned to start in the third quarter of 2021[37] - The updated production plan includes mining rates of 400,000 tons per year for the copper-gold deposit and 600,000 tons per year for the sulfur iron deposit[38] - The estimated mineral resources at the Huangtun Sulfur Iron Mine include 25.7 million tons of inferred resources with 16.48% total sulfur and 10.12% total iron[41] - The estimated mineral resources in the East Zone are 9.3 million tons with a copper grade of 0.29% and gold grade of 0.86 g/t, translating to 26.5 thousand tons of copper and 8.0 tons of gold[46] - The inferred mineral resources in the West Zone are 3.9 million tons with a copper grade of 0.26% and gold grade of 0.92 g/t, resulting in 10.2 thousand tons of copper and 3.6 tons of gold[46] - The total probable ore reserves amount to 10.8 million tons, with the East Zone having a potential sulfur grade of 19% and the West Zone a copper grade of 0.7%[48] - The processing plant is designed to produce 1 million tons per annum (Mtpa) of ore, with a 90.41% annual operating rate, equating to 330 effective working days per year[53] - During trial production, 30,996 tons of ore were processed, yielding 262.5 tons of copper concentrate with a copper grade of 20.62%[54] - Exploration, development, and mining expenditures for the Huangtun Pyrite Mine totaled RMB 12,902 thousand for exploration and RMB 15,021 thousand for development in the reporting year[56] - The underground mining development system has been completed, with five underground levels constructed and two deeper levels currently under construction[52] - Commercial production is planned to commence in the third quarter of 2021[52] - The company has not conducted any mining activities during the reporting year[55] Corporate Governance - The company adheres to high standards of corporate governance, complying with the GEM Listing Rules and maintaining transparency in its operations[59] - The total remuneration for directors in the current year amounted to approximately RMB 2,530,000, compared to RMB 2,580,000 in the previous year[80] - The auditor's fees for providing audit and other services were approximately RMB 3,990,000 for the current year[83] - The board of directors held a total of 5 meetings during the year, with an average attendance rate of 100%[69] - The company has established a remuneration committee, which held one meeting during the year, with full attendance from its members[79] - The roles of the chairman and the CEO are separated, with Mr. Xiong Zekai serving as chairman and Mr. Liu Fali as CEO[76] - The company has received annual confirmations of independence from all independent non-executive directors, affirming their status as independent individuals[72] - The board is responsible for formulating the company's operational plans and investment proposals, as well as monitoring the execution of these plans[66] - The company encourages all directors to participate in relevant training courses, with costs covered by the group[72] - The board of directors is required to rotate one-third of its members at the annual general meeting, ensuring regular re-election[65] - The company has complied with the corporate governance code, including the separation of roles between the chairman and the CEO[77] - The audit committee held a total of 4 meetings during the year, with all members attending all sessions[87] - The audit committee reviewed the annual report and confirmed that the consolidated financial statements comply with applicable accounting standards and GEM Listing Rules[87] - The company has a dividend policy that allows the board to declare dividends based on factors such as current and future operations and profitability[97] - The board is responsible for the internal control system and has reviewed its effectiveness during the year[95] - The nomination committee did not hold any meetings during the year but is responsible for evaluating the board's structure and recommending suitable candidates[90] - The company emphasizes communication with investors and addresses their inquiries promptly[105] - The board diversity policy considers factors such as gender, age, and professional experience in appointing board members[106] - The company has established an audit committee to oversee the financial reporting process and internal control procedures[86] - The board retains the discretion to update or cancel the dividend policy at any time[100] - The company has confirmed that there are no significant uncertainties affecting its ability to continue as a going concern[85] - The company has achieved measurable goals for board diversity, ensuring at least one-third of board members are independent non-executive directors[109] - Shareholders holding at least 10% of the company's paid-up capital have the right to request a special general meeting within two months of submission[110] - The company maintains multiple communication channels with shareholders, including announcements and reports available on its website[115] - Good corporate governance is deemed essential for maintaining investor confidence and attracting investments[116] - The board includes members with over five years of industry experience and relevant professional qualifications[109] - The company has established procedures for shareholders to submit inquiries and proposals to the board[111][112] - The board is committed to enhancing corporate governance standards to strengthen investor trust[116] - The company has a dedicated investor relations team to facilitate ongoing communication with shareholders[115] - The board's composition includes members with academic qualifications and industry experience relevant to the company's operations[109] - The company has not reported any significant changes to its constitutional documents during the year[115] Shareholder Information - The company expanded its business into the mining sector following the acquisition of Anhui Jinding in October 2020[141] - The primary business remains investment holding, with no significant changes in the nature of the main business during the year[141] - The management discussion and analysis section provides a comprehensive review of the company's operations for the year[140] - The interim dividend for the six-month period ending September 30, 2021, is declared at HKD 0.01 per share, compared to HKD 0.005 per share for the same period in 2020[144] - The proposed final dividend for the year is also HKD 0.01 per share, consistent with the previous year[144] - The company's distributable reserves as of March 31, 2021, were approximately RMB 503 million, down from RMB 573 million as of March 31, 2020[151] - Charitable donations for the year totaled RMB 4.46 million, significantly increasing from RMB 1.76 million in 2020[153] - The company has not entered into any significant contracts with its controlling shareholders during the year[161] - As of March 31, 2021, the company's directors and senior management held a total of 80,811,927 shares (2.27%) and 11,813,333 shares (0.33%) respectively[169] - The board of directors includes the newly appointed CEO as of May 1, 2021, and the COO who was reassigned on the same date[155] - The company has not established any management contracts for its entire or most of its business with any directors or full-time employees during the year[160] - The company will suspend share transfer registration from September 20 to September 24, 2021, to determine shareholders eligible to attend the annual general meeting[145] - The company has received annual confirmations regarding the independence of its independent non-executive directors as per GEM listing rules[158] - The company reported a total of 1,898,103,222 shares held by major shareholders, representing 53.33% of the total issued shares[183] - Major shareholder Yao Yang holds 1,361,516,331 shares, accounting for 38.25% of the total issued shares[180] - Liu Fali holds 240,415,854 shares, which is 6.76% of the total issued shares[175] - The company has a significant concentration of ownership, with the top five shareholders controlling over 80% of the shares[183] - The total number of shares held by Ma Family Holdings Co. Limited is 1,361,516,331, representing 38.25% of the total[180] - The company has disclosed that the shareholding structure includes various trusts and family holdings, indicating a complex ownership arrangement[187] - The percentage of shares held by Ma Shao Cheng is 53.33%, indicating a strong influence in corporate decisions[183] - The company has a diverse shareholder base, with multiple individuals and entities holding significant stakes[180] - The total issued shares as of March 31, 2021, were used to calculate the ownership percentages[187] - The company is subject to the Securities and Futures Ordinance, which governs the disclosure of shareholdings[187] Share Incentive Plan and Remuneration - The company purchased a total of 30,680,000 shares under the share incentive plan at a total cost of approximately HKD 26,000,000 (equivalent to about RMB 22,000,000) during the year[198] - No securities were issued by the company during the year[189] - The company did not repurchase, sell, or redeem any of its listed shares during the year, except for the shares purchased under the share incentive plan[191] - The company's remuneration policy is determined by the remuneration committee based on employee performance, qualifications, and capabilities[194] - The remuneration of directors and senior management is decided based on the company's operational performance, individual performance, and comparable market statistics[195] - The company has adopted a share incentive plan to recognize and reward eligible participants for their contributions to the growth and development of the group[198] - As of March 31, 2021, no shares had been granted to participants of the share incentive plan, and all shares were held in trust[198] Articles of Association and Indemnity Provisions - The company’s articles of association do not contain provisions for preemptive rights[190] - The company’s indemnity provisions under its articles of association remain effective as of the report date[199] - Mr. Ma Tianyi was appointed as the Chief Executive Officer effective May 1, 2021[200]
比优集团(08053) - 2021 - 年度财报