米高集团(09879) - 2024 - 年度业绩

Annual Results Announcement This section presents the company's annual financial and operational performance for the fiscal year 2025, along with management's discussion and analysis, and corporate governance information Financial Highlights For FY2025, the company reported a 31.7% increase in total revenue to RMB 4,966.0 million and a 22.9% rise in profit to RMB 339.5 million, with basic earnings per share decreasing by 8.1% to RMB 0.34 Key Financial Indicators for FY2025 | Indicator | 2025 (RMB million) | 2024 (RMB million) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 4,966.0 | 3,770.5 | 31.7% | | Profit | 339.5 | 276.2 | 22.9% | | Basic Earnings Per Share | RMB 0.34 | RMB 0.37 | (8.1)% | - The Board recommends a final dividend of RMB 0.075 per share[5] Operational Highlights The company achieved significant business expansion in FY2025, with overall sales volume increasing by 35.2% to 2,345 thousand tonnes Sales Volume Overview for FY2025 | Indicator | 2025 (thousand tonnes) | 2024 (thousand tonnes) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Sales Volume (Overall) | 2,345 | 1,734 | 35.2% | Consolidated Financial Statements This section presents the Group's consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position for the year ended March 31, 2025, detailing revenue, profit, assets, and liabilities - The Board announced the consolidated results for FY2025 and proposed amendments to the existing articles and adoption of new articles of association to comply with legal and regulatory requirements and enhance flexibility for general meetings[6] - Profit attributable to owners of the company for FY2025 was RMB 307,471 thousand, with basic earnings per share of RMB 0.34[7] - Total equity attributable to owners of the company as of March 31, 2025, was RMB 2,730,707 thousand[9] Consolidated Statement of Profit or Loss and Other Comprehensive Income For FY2025, revenue increased to RMB 4,965,954 thousand, gross profit rose to RMB 642,047 thousand, and profit for the year reached RMB 339,484 thousand, with basic earnings per share at RMB 0.34 Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 4,965,954 | 3,770,543 | | Cost of Sales | (4,323,907) | (3,234,039) | | Gross Profit | 642,047 | 536,504 | | Other Income | 20,400 | 9,218 | | Profit Before Tax | 413,373 | 333,604 | | Income Tax Expense | (73,889) | (57,410) | | Profit for the Year | 339,484 | 276,194 | | Profit for the Year Attributable to Owners of the Company | 307,471 | 252,479 | | Basic Earnings Per Share (RMB) | 0.34 | 0.37 | Consolidated Statement of Financial Position As of March 31, 2025, total assets less current liabilities increased to RMB 3,084,549 thousand, net current assets rose to RMB 2,285,790 thousand, and equity attributable to owners of the company grew to RMB 2,730,707 thousand Key Data from Consolidated Statement of Financial Position | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current Assets | 798,759 | 744,984 | | Current Assets | 4,447,717 | 3,860,545 | | Current Liabilities | 2,161,927 | 1,822,093 | | Net Current Assets | 2,285,790 | 2,038,452 | | Total Assets Less Current Liabilities | 3,084,549 | 2,783,436 | | Equity Attributable to Owners of the Company | 2,730,707 | 2,448,276 | | Total Equity | 2,916,745 | 2,615,692 | | Non-current Liabilities | 167,804 | 167,744 | Notes to the Financial Statements This section details the Group's accounting policies, revenue composition, expenses, dividend policy, earnings per share calculation, receivables, payables, financial assets, and borrowings, providing supplementary information for understanding the financial statements - The company primarily engages in the production and trading of specialty potash fertilizers in China and was listed on the Main Board of the Stock Exchange on March 21, 2024[10][11] - The Group has adopted several amendments to Hong Kong Financial Reporting Standards for the first time, including retrospective application of new accounting policies for classifying liabilities as current or non-current, which had no significant impact on other liability classifications[13][17][18] - The Group is assessing the detailed impact of HKFRS 18 'Presentation and Disclosure in Financial Statements', effective on or after January 1, 2027, on its consolidated financial statements[21] General Information Michael Group Holdings Limited, incorporated in the Cayman Islands in 2017 and listed on the Stock Exchange in March 2024, primarily engages in specialty potash fertilizer production and trading in China, with financial statements presented in RMB - The company was incorporated in the Cayman Islands on November 21, 2017, and listed on the Main Board of the Stock Exchange on March 21, 2024[10] - The company and its subsidiaries primarily engage in the production and trading of specialty potash fertilizers in China[11] - The consolidated financial statements are presented in RMB, which is also the company's functional currency[12] Application of New and Amended Hong Kong Financial Reporting Standards The Group adopted several HKFRS amendments this year, including those on sale and leaseback, liability classification, and supplier finance arrangements, with retrospective application for liability classification having no significant impact on other classifications, and is currently assessing the impact of HKFRS 18, effective in 2027 - The Group has adopted amendments to HKFRS 16 'Lease Liabilities in a Sale and Leaseback Transaction', HKAS 1 'Classification of Liabilities as Current or Non-current and Related Amendments to HK Interpretation 5', and 'Non-current Liabilities with Covenants' for the first time[13][15] - The 2020 and 2022 amendments clarified that liability classification should be based on rights existing at the end of the reporting period, and future covenants do not affect liability classification at the reporting date[15][16] - The Group is assessing the detailed impact of HKFRS 18 'Presentation and Disclosure in Financial Statements', effective on or after January 1, 2027, on its consolidated financial statements[21] Revenue and Segment Information The Group's primary revenue streams are from specialty potash fertilizer sales and production services in China, with product sales significantly increasing in FY2025, led by potassium chloride, and operations concentrated in a single segment within China - The Group primarily recognizes revenue from the sale of specialty potash fertilizers and the provision of production services in China[22][24] Revenue by Product or Service Category for FY2025 | Product or Service Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Potassium Chloride | 4,372,941 | 3,166,130 | | Potassium Sulfate | 464,500 | 438,190 | | Potassium Nitrate | 7,138 | 2,348 | | Compound Fertilizer | 65,767 | 53,446 | | Other Product Sales | 32,871 | 86,444 | | Provision of Production Services | 22,737 | 23,985 | | Total | 4,965,954 | 3,770,543 | - The Group operates in a single operating segment, with revenue, non-current assets, and business primarily derived from its activities in China[29] Other Income Other income significantly increased by 121.7% to RMB 20,400 thousand in FY2025, primarily due to additional input VAT deductions Other Income Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Additional Input VAT Deduction | 13,902 | – | | Government Grants | 3,233 | 3,292 | | Bank Interest Income | 2,055 | 4,473 | | Rental Income | 527 | 844 | | Others | 683 | 609 | | Total | 20,400 | 9,218 | - The increase in other income was primarily due to an additional input VAT deduction of approximately RMB 13.9 million in FY2025[30] Finance Costs Finance costs slightly increased by 2.0% to RMB 19,980 thousand in FY2025, mainly due to higher interest expenses on borrowings Finance Costs Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest Expense on Borrowings | 19,805 | 14,262 | | Interest Expense on Loans from Related Companies | – | 4,865 | | Interest Expense on Lease Liabilities | 175 | 470 | | Total | 19,980 | 19,597 | Income Tax Expense Income tax expense increased to RMB 73,889 thousand in FY2025, primarily due to higher profit before tax and a fixed effective tax rate, with some Group entities benefiting from a 15% high-tech enterprise income tax rate Income Tax Expense Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China Corporate Income Tax | 75,270 | 57,048 | | Deferred Tax | (1,381) | 362 | | Total | 73,889 | 57,410 | - The standard corporate income tax rate in China is 25%, with some high-tech enterprise-qualified subsidiaries enjoying a reduced tax rate of 15%[33] Dividends The Board recommended a final dividend of RMB 0.075 per ordinary share for FY2025, totaling approximately RMB 68.17 million, an increase from RMB 0.061 per share in FY2024 - The Board recommended a final dividend of RMB 0.075 per ordinary share for the year ended March 31, 2025 (2024: RMB 0.061)[35] Proposed Final Dividend | Fiscal Year | Dividend Per Share (RMB) | Total Amount (RMB thousand) | | :--- | :--- | :--- | | 2025 | 0.075 | 68,171 | | 2024 | 0.061 | 55,445 | Earnings Per Share Basic and diluted earnings per share for FY2025 were RMB 0.34, lower than RMB 0.37 in FY2024, primarily due to an increase in the weighted average number of ordinary shares used in the calculation Earnings Per Share Calculation | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the Year Attributable to Owners of the Company for Basic and Diluted EPS (RMB thousand) | 307,471 | 252,479 | | Weighted Average Number of Ordinary Shares for Diluted EPS | 908,578,566 | 682,438,525 | | Basic Earnings Per Share (RMB) | 0.34 | 0.37 | | Diluted Earnings Per Share (RMB) | 0.34 | 0.37 | Trade and Other Receivables and Prepayments As of March 31, 2025, total trade and other receivables and prepayments increased to RMB 3,239,693 thousand, driven by a significant rise in prepayments for inventories, with the majority of trade receivables due within 90 days Trade and Other Receivables and Prepayments Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables (Net of Allowance) | 312,322 | 159,074 | | Bills Receivable | 130,234 | 422,086 | | Prepayments for Inventories | 2,639,461 | 1,758,736 | | VAT Receivables | 42,799 | 50,169 | | Prepayments for Plant and Equipment | 49,561 | 57 | | Other Receivables, Deposits and Prepayments | 65,316 | 47,880 | | Total | 3,239,693 | 2,438,002 | - As of March 31, 2025, trade receivables due within 90 days amounted to RMB 111,030 thousand, representing the largest portion[38] - As of March 31, 2025, the total carrying amount of receivables that were past due but not impaired was RMB 132,216 thousand[39] Financial Assets Measured at Fair Value Through Profit or Loss As of March 31, 2025, the Group held RMB 82,758 thousand in unlisted investment funds measured at fair value for short-term investments, which were fully redeemed post-period end Financial Assets Measured at Fair Value | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Unlisted Investment Funds | 82,758 | – | - The balance of unlisted investment funds as of March 31, 2025, was subsequently fully redeemed at an amount close to fair value[41] Trade and Other Payables As of March 31, 2025, total trade and other payables increased to RMB 734,213 thousand, primarily due to a significant rise in bills payable, while trade payables decreased Trade and Other Payables Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 47,366 | 129,991 | | Bills Payable | 485,170 | 219,940 | | Other Taxes Payable | 160,360 | 128,794 | | Payables for Plant and Equipment | 10,000 | 307 | | Amounts Due to Related Companies | 7,755 | – | | Accrued Employee Expenses | 3,829 | 4,252 | | Accrued Transportation Costs | 1,803 | 1,170 | | Accrued Issuance Costs and Listing Expenses | – | 18,480 | | Others | 17,930 | 16,581 | | Total | 734,213 | 519,515 | - As of March 31, 2025, bills payable due within 0 to 90 days amounted to RMB 191,600 thousand[43] Borrowings As of March 31, 2025, the Group's total borrowings increased to RMB 582,344 thousand, mainly comprising bank and other loans, with most being secured, and interest rates ranging from 3.75% to 7.33% for fixed-rate and 2.30% to 4.90% for floating-rate borrowings Borrowings Details | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank Loans | 314,990 | 320,800 | | Advances from Banks for Discounted Bills Receivable with Full Recourse | 115,271 | 116,015 | | Other Loans | 152,083 | 108,348 | | Total | 582,344 | 545,163 | - As of March 31, 2025, RMB 513,594 thousand of borrowings were secured, and RMB 68,750 thousand were unsecured[44] - Fixed-rate borrowings carried interest rates ranging from 3.75% to 7.33%, while floating-rate borrowings ranged from 2.30% to 4.90%[45] Management Discussion and Analysis This section provides a detailed review of the Group's operating results and financial position for FY2025, covering business growth, revenue composition, cost control, profit drivers, liquidity, capital expenditure, future strategy, and corporate governance - For FY2025, the Group's overall sales volume and production services increased by 35.2%, revenue grew by 31.7%, and profit rose by 22.9%[46] - The Group plans to drive future growth through innovation, expanding product offerings, exploring new markets, including establishing production facilities in Vietnam, and evaluating strategic business development opportunities in the Middle East[47] - The Group maintained sufficient bank balances and cash, with a current ratio of approximately 2.1 and a gearing ratio of approximately 21.3%, indicating a stable financial position[65][67] Business Overview In FY2025, Michael Group, a leading Chinese potash fertilizer enterprise, achieved a 35.2% increase in overall sales volume and production services, with revenue and profit growing by 31.7% and 22.9% respectively, driven by its commitment to product quality and customer needs - For FY2025, the Group's overall sales volume and production services increased by approximately 35.2%, from approximately 1.7 million tonnes in FY2024 to approximately 2.3 million tonnes in FY2025[46] - Revenue and profit for the year in FY2025 increased by 31.7% and 22.9% to approximately RMB 4,966.0 million and RMB 339.5 million, respectively[46] - The Group's potassium chloride procurement volume increased from approximately 1.5 million tonnes in FY2024 to approximately 1.9 million tonnes in FY2025, establishing well-developed procurement channels[46] Future Outlook The Group plans to drive future growth through innovation, expanding product offerings, exploring new markets, including establishing production facilities in Vietnam and evaluating opportunities in the Middle East, and making strategic investments in new facilities and technologies to strengthen its position in the agricultural industry - The Group aims to drive growth through innovation and expanding product offerings, while continuing to explore new markets to support the growing global demand for efficient fertilizers[47] - The Group plans to establish a subsidiary in Vietnam to operate production facilities and meet the demands of emerging Asian markets[47] - The Group is evaluating and considering strategic business development opportunities in the Middle East, aligning with its long-term global growth strategy[47] Revenue Total revenue for FY2025 increased by 31.7% to RMB 4,965,954 thousand, primarily driven by potassium chloride sales, which accounted for 88.1% of revenue, with state-owned enterprise customers contributing a 46.3% revenue increase and overall sales volume growing by 35.2%, including a 47.7% rise in potash fertilizer sales Revenue Details and Y-o-Y Change for FY2025 | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Potassium Chloride Sales | 4,372,941 | 3,166,130 | 38.1% | | Potassium Sulfate Sales | 464,500 | 438,190 | 6.0% | | Potassium Nitrate Sales | 7,138 | 2,348 | 204.0% | | Compound Fertilizer Sales | 65,767 | 53,446 | 23.1% | | Other Product Sales | 32,871 | 86,444 | (62.0)% | | Provision of Production Services | 22,737 | 23,985 | (5.2)% | | Total | 4,965,954 | 3,770,543 | 31.7% | Revenue by Customer Category for FY2025 | Customer Category | 2025 (RMB thousand) | 2024 (RMB thousand) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | State-owned Enterprises | 2,950,909 | 2,017,636 | 46.3% | | Non-state-owned Enterprises | 2,015,045 | 1,752,907 | 15.0% | | Total | 4,965,954 | 3,770,543 | 31.7% | Sales Volume Details for FY2025 | Sales Category | 2025 (thousand tonnes) | 2024 (thousand tonnes) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Potash Fertilizer | 2,061 | 1,395 | 47.7% | | Compound Fertilizer | 83 | 83 | 0.0% | | Others | 201 | 256 | (21.5)% | | Total | 2,345 | 1,734 | 35.2% | Cost of Sales Cost of sales increased to RMB 4,323.9 million in FY2025, a 33.7% year-on-year rise, consistent with the increase in overall sales volume and production services - Cost of sales for FY2025 was approximately RMB 4,323.9 million, representing a year-on-year increase of approximately 33.7%[52] - The increase in cost of sales was primarily consistent with the increase in the Group's overall sales volume and production services provided[52] Gross Profit and Gross Profit Margin Gross profit increased by 19.7% to RMB 642.0 million in FY2025, but the gross profit margin decreased from 14.2% to 12.9%, mainly due to lower market prices Gross Profit and Gross Profit Margin Changes | Indicator | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Gross Profit (RMB million) | 642.0 | 536.5 | 19.7% | | Gross Profit Margin | 12.9% | 14.2% | (1.3) percentage points | - The decrease in gross profit margin was primarily due to lower market prices for most of FY2025[53] Other Income Other income significantly increased by 121.7% to RMB 20.4 million in FY2025, primarily driven by additional input VAT deductions - Other income for FY2025 was approximately RMB 20.4 million, representing a year-on-year increase of approximately 121.7%[54] - The increase was primarily due to an additional input VAT deduction, which increased by approximately RMB 13.9 million in FY2025[54] Other Gains and Losses Other gains and losses remained relatively stable in FY2025, with a gain of approximately RMB 5.5 million - Other gains and losses (net of reversals) remained relatively stable in FY2025, with a gain of approximately RMB 5.5 million[55] Impairment Losses Under Expected Credit Loss Model (Net of Reversals) Impairment losses of approximately RMB 4.0 million were recognized in FY2025, mainly due to increased trade and unbilled receivables resulting from higher revenue - Impairment losses of approximately RMB 4.0 million were recognized in FY2025, primarily attributable to increased trade and unbilled receivables resulting from higher revenue[56] - A net reversal of impairment losses of approximately RMB 2.6 million was recognized in FY2024 due to a decrease in trade receivables balances[56] Distribution and Selling Expenses Distribution and selling expenses slightly increased to RMB 32.0 million in FY2025, consistent with the rise in revenue - Distribution and selling expenses slightly increased to approximately RMB 32.0 million in FY2025, compared to approximately RMB 30.1 million in FY2024[57] General and Administrative Expenses General and administrative expenses significantly increased by 46.7% to RMB 137.0 million in FY2025, primarily due to higher travel expenses, salaries and benefits, and professional fees, aligning with business development - General and administrative expenses for FY2025 were approximately RMB 137.0 million, representing a year-on-year increase of approximately 46.7%[58] - The increase was primarily due to higher travel expenses, salaries and benefits, and professional fees, consistent with the Group's business development[58] Research and Development Expenses Research and development expenses increased by 12.6% to RMB 34.8 million in FY2025, reflecting the Group's continued investment in R&D activities - Research and development expenses for FY2025 were approximately RMB 34.8 million, representing a year-on-year increase of approximately 12.6%[59] - The increase was due to the Group's continued investment in research and development activities[59] Listing Expenses No listing expenses were incurred in FY2025, compared to approximately RMB 40.3 million in FY2024 due to the listing - No listing expenses were incurred in FY2025, compared to approximately RMB 40.3 million in listing expenses incurred in FY2024[60] Share of Results of Joint Ventures Share of losses from joint ventures significantly increased by 345.6% to RMB 26.7 million in FY2025, primarily due to reduced sales volume of fertilizer products and higher impairment losses on plant and equipment at joint ventures - Share of losses from joint ventures for FY2025 was approximately RMB 26.7 million, representing a year-on-year increase of approximately 345.6%[61] - The increase in losses was primarily due to reduced sales volume of fertilizer products by joint ventures and an increase in the share of impairment losses on plant and equipment recognized by its joint ventures of approximately RMB 17.4 million[61] Finance Costs Finance costs slightly increased by 2.0% to RMB 20.0 million in FY2025, mainly due to an overall increase in borrowings - Finance costs for FY2025 were approximately RMB 20.0 million, representing a year-on-year increase of approximately 2.0%[62] - The increase was primarily due to an overall increase in the Group's borrowings in FY2025[62] Income Tax Expense Income tax expense increased by 28.7% to RMB 73.9 million in FY2025, primarily due to higher profit before tax and a fixed effective tax rate - Income tax expense for FY2025 was approximately RMB 73.9 million, representing a year-on-year increase of approximately 28.7%[63] - The increase was primarily attributable to higher profit before tax and a fixed effective tax rate[63] Profit for FY2025 Net profit for FY2025 increased by 22.9% to RMB 339.5 million, driven by higher revenue and gross profit and reduced listing expenses, partially offset by increased administrative expenses and joint venture losses - Net profit for FY2025 was approximately RMB 339.5 million, representing a year-on-year increase of approximately 22.9%[64] - The increase in profit was primarily due to higher revenue and gross profit, as well as reduced listing expenses[64] - The increase in profit was partially offset by higher general and administrative expenses and increased share of losses from joint ventures[64] Liquidity and Capital Resources As of March 31, 2025, the Group's total cash and restricted cash increased to RMB 973.6 million, with a current ratio maintained at 2.1 and a gearing ratio stable at 21.3%, indicating a robust financial position, while total borrowings slightly increased, mainly related to sale and leaseback arrangements for machinery - As of March 31, 2025, total cash and restricted cash balances were approximately RMB 973.6 million, an increase from the previous year[65] - As of March 31, 2025, the current ratio was approximately 2.1, consistent with the previous year[65] - As of March 31, 2025, the gearing ratio was approximately 21.3%, a slight decrease from 22.3% last year, maintaining stability[67] - As of March 31, 2025, total borrowings were approximately RMB 582.3 million, an increase from the previous year, primarily attributable to sale and leaseback arrangements for machinery leases[66] Capital Expenditure Capital expenditure for FY2025 was approximately RMB 119.8 million, primarily allocated to the construction of the Group's warehousing and production center in Heilongjiang Province, China - Capital expenditure for FY2025 was approximately RMB 119.8 million[68] - Capital expenditure was primarily used for the construction and development of the Group's warehousing and production center in Heilongjiang Province, China[68] Contingent Liabilities As of March 31, 2025, the Group had no significant contingent liabilities - As of March 31, 2025, the Group had no significant contingent liabilities[69] Pledge of Assets As of March 31, 2025, the Group's pledged plant and equipment, right-of-use assets, and restricted cash had a total carrying value of approximately RMB 451.3 million, serving as collateral for bills payable, letter of credit deposits, and sale and leaseback transactions - As of March 31, 2025, the total carrying value of the Group's pledged plant and equipment, right-of-use assets, and restricted cash was approximately RMB 451.3 million[70] - The pledged assets served as collateral for the Group's bills payable and/or letter of credit deposits and/or sale and leaseback transactions[70] Future Plans for Material Investments and Capital Assets Beyond disclosed plans, the Group has no other material investment and capital asset plans but will continue to explore value-added investment opportunities and focus on enhancing production capacity and operational efficiency - Except for those disclosed in the prospectus and this announcement, the Group has no other plans for material investments and capital assets[71] - The Group will continue to explore various value-added investment opportunities and future plans focused on enhancing production capacity and operational efficiency[71] Material Investments, Significant Acquisitions and Disposals In FY2025, the Group had no material investments, significant acquisitions, or disposals of subsidiaries, associates, or joint ventures, other than those disclosed in this announcement - In FY2025, other than those disclosed in this announcement, there were no material investments held, nor any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[72] Foreign Exchange Risk The Group is exposed to foreign exchange risk as some cash, bank balances, and financial assets are denominated in USD and HKD, but currently has no foreign currency hedging policy, with management continuously monitoring the risk - The Group is exposed to foreign exchange risk as some cash, bank balances, and financial assets measured at fair value are denominated in USD and HKD[73] - The Group currently has no foreign currency hedging policy, and management will continue to monitor foreign exchange risk[73] Significant Events After Year-End No significant events occurred from March 31, 2025, up to the date of this announcement - No significant events occurred from March 31, 2025, up to the date of this announcement[74] Use of Proceeds The net proceeds from the listing were approximately HKD 798.6 million, with the Board resolving in October 2024 to reallocate funds from the Sichuan production facility to Vietnam expansion and broaden equipment upgrade scope, utilizing HKD 223.575 million as of March 31, 2025 - Net proceeds from the listing were approximately HKD 798.6 million[75] - The Board resolved in October 2024 to change the use of net proceeds, reallocating funds originally designated for the 'New Sichuan Production Facility' to 'Vietnam Expansion' and expanding the scope of 'Upgrading and Replacement of Equipment and Machinery'[75] Summary of Use of Net Proceeds (As of March 31, 2025) | Intended Use | Revised Net Proceeds Allocation (HKD thousand) | Amount Utilized in FY2025 (HKD thousand) | Unutilized Amount as of March 31, 2025 (HKD thousand) | Expected Timeline for Utilization | | :--- | :--- | :--- | :--- | :--- | | Heilongjiang Warehousing and Production Center | 360,975 | 114,285 | 246,690 | Before March 31, 2026 | | Vietnam Expansion | 196,459 | 5,882 | 190,577 | Before March 31, 2027 | | R&D Center | 113,403 | – | 113,403 | Before March 31, 2026 | | Upgrading and Replacement of Equipment and Machinery | 47,917 | 23,546 | 24,371 | Before March 31, 2026 | | General Working Capital | 79,862 | 79,862 | – | Not Applicable | | Total | 798,616 | 223,575 | 575,041 | | Employees and Remuneration Policy As of March 31, 2025, the Group had 428 employees, with total employee costs of approximately RMB 84.9 million in FY2025, offering basic salaries, performance bonuses, social security, merit-based promotions, and training programs - As of March 31, 2025, the Group had 428 employees[77] - Total employee costs for FY2025 were approximately RMB 84.9 million, an increase from RMB 66.3 million in FY2024[77] - The Group implements a merit-based promotion mechanism, regularly assesses employee performance, and provides various training programs to improve performance[77] Payment of Final Dividend The Board recommended a final dividend of RMB 0.075 per share for FY2025, totaling approximately RMB 68.2 million, expected to be paid by October 10, 2025, with no predetermined dividend payout ratio, subject to the Group's financial condition and Board discretion - The Board recommended a final dividend of RMB 0.075 per share for FY2025 to shareholders whose names appear on the company's register of members on September 2, 2025[78] - The total proposed final dividend is approximately RMB 68.2 million, expected to be paid on or before October 10, 2025[78] - The company has no predetermined dividend payout ratio, and the dividend amount will be at the discretion of the Directors, depending on the Group's future operations, profitability, capital requirements, and other factors[78] Annual General Meeting The Annual General Meeting will be held on August 22, 2025, with share transfer registration suspended from August 19 to 22, 2025, to determine attendance and voting rights, and from August 28 to September 2, 2025, to determine eligibility for the final dividend - The Annual General Meeting will be held on Friday, August 22, 2025[79] - To determine shareholders' entitlement to attend and vote, the share transfer registration will be suspended from August 19, 2025, to August 22, 2025[80] - To determine shareholders' entitlement to the proposed final dividend, the share transfer registration will be suspended from August 28, 2025, to September 2, 2025[80] Corporate Governance Code The company is committed to good corporate governance, complying with the Corporate Governance Code in FY2025 except for the Chairman and CEO roles being held by the same individual, an arrangement the Board believes ensures leadership consistency and efficient strategic planning with sufficient checks and balances - The company has adopted the code provisions set out in the Corporate Governance Code as its code of corporate governance practices[81] - For FY2025, the company has complied with the relevant code provisions, except for a deviation from code provision C.2.1 of the Corporate Governance Code (separation of roles of Chairman and Chief Executive Officer)[81][82] - The Board believes that Mr. Liu Guocai serving as both Chairman and Chief Executive Officer ensures consistent leadership within the Group and provides more effective and efficient overall strategic planning, with sufficient checks and balances within the Board[82] Standard Securities Dealing Code for Directors of Listed Issuers The company has adopted the Standard Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with the code in FY2025 - The company has adopted the Standard Code as the code of conduct for directors' securities transactions[83] - All Directors confirmed compliance with the required standards set out in the Standard Code throughout FY2025[83] Audit Committee The Audit Committee, comprising three independent non-executive directors with Ms. Qing Meyerson as Chair, reviewed the FY2025 consolidated annual results, confirming compliance with accounting principles and discussing audit, internal control, and financial reporting matters - The Audit Committee comprises three independent non-executive directors, with Ms. Qing Meyerson as Chair[84] - The Audit Committee has reviewed the company's consolidated annual results for FY2025 and confirmed compliance with applicable accounting principles, standards, and requirements, as well as adequate disclosure[84] Scope of Work of the Company's Auditor The Group's auditor, Deloitte Touche Tohmatsu, verified that the financial figures in the annual results announcement align with the audited consolidated financial statements, but this work does not constitute an assurance engagement, thus no opinion or assurance conclusion was expressed - The Group's auditor, Deloitte Touche Tohmatsu, has verified that the figures published in the annual results announcement for the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for FY2025 are consistent with the audited consolidated financial statements[85] - The auditor's work does not constitute an assurance engagement, and therefore no opinion or assurance conclusion was expressed on this announcement[85] Purchase, Sale or Redemption of the Company's Listed Securities In FY2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held as of March 31, 2025 - In FY2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[86] - As of March 31, 2025, the company did not hold any treasury shares[86] Publication of Annual Results Announcement and Annual Report The annual results announcement has been published on the Stock Exchange and company websites, and the annual report will be published on the same websites and dispatched to shareholders who opted for printed versions in due course - The annual results announcement has been published on the Stock Exchange website and the company's website[87] - The annual report for the year ended March 31, 2025, will be published on the same websites in due course and dispatched to shareholders who have indicated their preference for receiving printed versions[87] Proposed Amendments to Existing Articles and Proposed Adoption of New Memorandum and Articles of Association The Board proposes a special resolution to adopt new memorandum and articles of association to amend the existing articles, aiming to allow hybrid general meetings, electronic voting, enhance efficiency in corporate communications, and ensure compliance with Listing Rules and the Companies Ordinance - The Board proposes to present a special resolution to shareholders for the adoption of new memorandum and articles of association to amend the existing articles[88] - The proposed amendments aim to explicitly allow the company to hold general meetings in a hybrid format, provide for electronic voting, and enhance the efficiency of disseminating corporate communications electronically[88] - The proposed amendments will modernize the new articles, enhancing clarity and flexibility to comply with the Listing Rules and the Companies Ordinance[88] Definitions This section provides definitions for key terms used throughout the announcement, ensuring readers have a clear understanding of specialized terminology - This section provides definitions for key terms used in the announcement, such as 'Annual General Meeting', 'Audit Committee', 'China', 'Company', and 'Compound Fertilizer'[89][90] Board Information This section lists the Board members as of the announcement date, including executive directors Mr. Liu Guocai (Chairman and Executive Director), Mr. Sun Pingfu, Mr. Dong Benzi, and independent non-executive directors Mr. Chen Guofu, Ms. Huang Shasha, and Ms. Qing Meyerson - As of the announcement date, the Board includes executive directors Mr. Liu Guocai (Chairman and Executive Director), Mr. Sun Pingfu, and Mr. Dong Benzi[91] - Independent non-executive directors include Mr. Chen Guofu, Ms. Huang Shasha, and Ms. Qing Meyerson[91]