Financial Performance - For the fiscal year 2024, the company's revenue was approximately RMB 930.8 million, a significant decrease of 52.3% compared to RMB 1,952.1 million in fiscal year 2023[10]. - The company recorded a net loss of approximately RMB 26.4 million in fiscal year 2024, compared to a net profit of approximately RMB 46.0 million in fiscal year 2023[11]. - Gross profit decreased from approximately RMB 212.6 million in fiscal year 2023 to approximately RMB 71.0 million in fiscal year 2024, representing a decline of about 66.7%[21]. - The gross profit margin for fiscal year 2024 was approximately 7.6%, down from 10.9% in fiscal year 2023[11]. - Revenue from construction contracts decreased by approximately RMB 1,021.3 million or 52.3% to about RMB 930.8 million in FY2024 from approximately RMB 1,952.1 million in FY2023[22]. - Revenue from civil construction projects fell by approximately RMB 445.5 million or 45.7% to about RMB 529.3 million in FY2024 from approximately RMB 974.8 million in FY2023[23]. - Revenue from municipal engineering dropped by approximately RMB 335.6 million or 54.3% to about RMB 282.8 million in FY2024 from approximately RMB 618.4 million in FY2023[24]. - Revenue from prefabricated steel structure engineering decreased by approximately RMB 230.0 million or 86.7% to about RMB 35.2 million in FY2024 from approximately RMB 265.2 million in FY2023[26]. - Trade receivables and other receivables increased from approximately RMB 453.5 million on December 31, 2023, to about RMB 528.5 million on December 31, 2024, due to customer payment delays[37]. - Cash and cash equivalents were approximately RMB 32.5 million as of December 31, 2024, down from approximately RMB 59.6 million in fiscal year 2023[18]. - Cash and cash equivalents decreased from approximately RMB 59.6 million on December 31, 2023, to about RMB 32.5 million on December 31, 2024, primarily due to cash outflows related to working capital needs[38]. Cost Management - The company managed to reduce administrative and other expenses from approximately RMB 125.5 million in fiscal year 2023 to approximately RMB 74.0 million in fiscal year 2024[12]. - The company maintained a stable debt-to-equity ratio of 23.0% as of December 31, 2024, reflecting prudent financial management in a challenging market[40]. Strategic Focus - The company plans to focus on strategic cooperation and regional diversification while continuing to invest in technology and talent development[19]. - The company aims to enhance operational efficiency and maintain compliance with regulatory requirements to ensure project quality and safety[15]. - The outlook for the construction and real estate industry in China remains volatile, but the company sees selective opportunities in infrastructure development and urban renewal projects[17]. Corporate Governance - The company adopted the corporate governance code as per the listing rules since its listing date in the fiscal year 2023, ensuring compliance until December 31, 2024[65]. - The board consists of four executive directors and three independent non-executive directors, with independent directors exceeding one-third of the board[67]. - The company has received annual confirmation letters from all independent non-executive directors regarding their independence, confirming no circumstances affecting their independence[71]. - The company has established mechanisms to ensure a strong independent element within the board, with at least three independent non-executive directors[77]. - The board is responsible for leading and controlling the company, overseeing business strategies and performance[74]. - The company has set guidelines for employees regarding the trading of its securities, ensuring compliance with the standard code[66]. - The nomination committee is responsible for reviewing board composition and monitoring the appointment and re-election of directors[76]. - The board of directors held three meetings and one annual general meeting in the fiscal year 2024, with all directors attending all meetings[83]. - The audit committee conducted two meetings to review accounting standards, internal audit effectiveness, and financial performance for the six months ending June 30, 2024, and the year ending December 31, 2024[92]. - The remuneration committee is responsible for advising on the remuneration policies for directors and senior management, and evaluating their performance[93]. - The company encourages directors to participate in relevant courses to enhance their knowledge and effectiveness in fulfilling their responsibilities[86]. - The company has established three committees: the audit committee, nomination committee, and remuneration committee, with clear written terms of reference[87]. - The audit committee consists of three members, including an independent non-executive director with appropriate accounting or financial management expertise[89]. - The company provides competitive remuneration packages to attract and retain high-quality employees, aligning with market standards[96]. - All directors have the right to access board documents and seek independent professional advice when necessary[85]. - The board has conducted an annual review of the mechanisms in place and believes they have been adequately implemented[81]. - The company held one meeting of the remuneration committee in the fiscal year 2024 to review and recommend compensation for directors and senior management[97]. - The nomination committee consists of three members, including the chairman of the board, and is responsible for recommending appointments and removals of directors[98][99]. - The company adopted a board diversity policy, ensuring that candidates are selected based on various diversity criteria, including gender, age, and professional experience[105]. - The board has reviewed its corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[109]. - Directors are responsible for preparing the company's financial statements for the year ending December 31, 2024[110]. Shareholder Relations - The company emphasizes the importance of effective communication with shareholders to enhance investor relations and understanding of business performance and strategy[121]. - The company has adopted a shareholder communication policy deemed sufficient and effective for the fiscal year ending December 31, 2024[131]. - The company’s website serves as a platform for shareholders to access corporate information and updates on governance and board composition[135]. Related Party Transactions - The construction service framework agreement with Hunan Hengji Real Estate, Wuguang Investment, and Hangxiao Technology has annual caps for construction service fees of RMB 390.5 million for FY2023, RMB 366 million for FY2024, and RMB 386 million for FY2025[167]. - The procurement framework agreement with Fangge Intelligent and Hangxiao Technology has annual caps for procurement of RMB 160 million for FY2023, FY2024, and FY2025[170]. - For FY2024, the expected payments to Hangxiao Technology under the procurement framework agreement are approximately RMB 42.07 million, down from RMB 111.41 million in FY2023[171]. - The company has confirmed that the annual caps for related party transactions are fair and reasonable for shareholders[175]. - Independent non-executive directors have reviewed the non-exempt continuing connected transactions and confirmed they are conducted in the ordinary course of business and on normal commercial terms[174]. - The company holds approximately 85.82% equity in Hunan Hengji Real Estate, which is primarily engaged in real estate development[167]. - The company holds 70% equity in Hunan Fangge Intelligent Energy-saving Technology, which provides auxiliary construction services and software[168]. - The company holds 68.29% equity in Hunan Zhongtian Hangxiao Steel Structure Technology, which specializes in steel structure design and manufacturing[168]. - The construction service framework agreements are set to expire on December 31, 2025[167]. - The company has complied with the disclosure requirements under the Listing Rules regarding related party transactions[176]. Stock Options and Shareholding - The stock option plan was adopted on March 10, 2023, allowing for a total of 48,000,000 shares to be issued, representing 10% of the total shares outstanding at the time of listing[179]. - The unexercised stock options available under the plan as of January 1, 2024, amount to 48,000,000 options, which is approximately 8.3% of the company's issued share capital[184]. - The maximum number of stock options that can be granted to service providers is capped at 4,800,000 shares, representing 1% of the total shares outstanding[183]. - The stock options can be exercised within a period determined by the board, not exceeding ten years from the offer date[186]. - The vesting period for stock options will be at least 12 months, with the possibility of shorter vesting periods at the board's discretion[187]. - The stock option plan will remain effective for a period of ten years from the adoption date, expiring on March 9, 2033[190]. - The company has maintained a public float of at least 25% of its issued shares since the listing date, in compliance with exchange regulations[193]. - As of December 31, 2024, ZT (A) holds approximately 46.35% of the company's shares, totaling 266,965,000 shares[198]. - The company's top five customers accounted for approximately 25.6% of total revenue in FY2024, down from 35.9% in FY2023[200]. - The largest single customer contributed about 8.06% of total revenue in FY2024, compared to 9.7% in FY2023[200]. - The top five suppliers represented approximately 22.7% of total purchases in FY2024, an increase from 19.5% in FY2023[200]. - The largest single supplier accounted for about 7.2% of total purchases in FY2024, up from 6.0% in FY2023[200]. - Mr. Yang holds a controlled interest in ZT (E) Limited with 13,164,000 shares, representing 2.29% of the company[194]. - Mr. Liu has a controlled interest in ZT (F) Limited with 3,376,000 shares, representing 0.59% of the company[194]. - Mr. Chen holds a controlled interest in ZT (H) Limited with 1,770,000 shares, representing 0.31% of the company[194]. - Mr. Min has a controlled interest in ZT (K) Limited with 812,000 shares, representing 0.14% of the company[194]. - ZT (A) is owned by 79 individual shareholders, including 12 directors or senior management members who collectively hold about 49.04%[198]. Miscellaneous - The company has no significant future investment or capital asset plans beyond those disclosed in previous announcements[43]. - As of December 31, 2024, the group employed 345 employees in China, an increase from 324 employees in 2023, with total employee costs for FY2024 approximately RMB 23.9 million compared to RMB 24.8 million in FY2023[48]. - The group made retirement plan contributions of approximately RMB 5.79 million in FY2024, up from RMB 5.45 million in FY2023[49]. - The group announced a placement of 96 million shares to raise approximately HKD 15.6 million, with a net amount of about HKD 15.2 million after expenses[53][55]. - The proceeds from the placement were fully utilized for preliminary expenses related to cultural exhibition projects and general working capital[56]. - In FY2024, the group sold a non-wholly owned subsidiary for approximately RMB 2.6 million, with no other significant investments or acquisitions reported[57]. - The board did not recommend any final dividend for the year ending December 31, 2024, consistent with the previous year[61]. - No significant events affecting the group's business or financial performance were noted after December 31, 2024[62]. - The annual general meeting is scheduled for June 27, 2025, with a suspension of share transfer registration from June 24 to June 27, 2025[63]. - The company recorded a distribution reserve of approximately RMB 66,989,000 as of December 31, 2024, compared to RMB 76,983,000 in 2023[154]. - The company was listed on the main board of the Stock Exchange on March 30, 2023[141]. - The company has not experienced any significant disputes with suppliers, customers, or stakeholders during the fiscal year 2024[149]. - The company has complied with relevant laws and regulations, with no significant violations reported in the fiscal year 2024[148]. - The company’s main business remains unchanged in the fiscal year 2024, focusing on engineering contracting in China[137]. - The company’s financial performance and business review for the fiscal year 2024 are detailed in the management discussion and analysis section of the annual report[146]. - The company has undergone a restructuring process in preparation for its listing, as detailed in the prospectus[140]. - The company’s headquarters and main operating location are situated in Zhuzhou, Hunan Province, China[138]. - The board is committed to balancing shareholder interests with prudent capital management when considering dividend payments[145].
中天湖南集团(02433) - 2024 - 年度财报