中国科技产业集团(08111) - 2025 - 年度业绩

Company Structure The company's holding structure, topped by a Cayman Islands-registered entity, includes subsidiaries in BVI, Hong Kong, and mainland China, engaged in renewable energy product sales, manufacturing, and power station operations Company Structure The company's holding structure, topped by a Cayman Islands-registered entity, includes subsidiaries in BVI, Hong Kong, and mainland China, engaged in renewable energy product sales, manufacturing, and power station operations - The organizational chart clearly illustrates the hierarchical structure from the Cayman Islands-listed entity to BVI, Hong Kong, and mainland China operating entities, covering solar industry segments including component manufacturing, product sales, system integration, and power station operations[11] Company Information This section provides core registration and operational information, including lists of directors, committee members, company secretary, auditors, and key contact details Company Information This section provides core registration and operational information, including lists of directors, committee members, company secretary, auditors, and key contact details - The company lists detailed member rosters for its Board of Directors and various professional committees (Audit, Remuneration, Nomination, Corporate Governance), reflecting the establishment of its corporate governance structure[13] - The company's auditor is Forever Faith CPA Limited[13] Chairman's Statement The Chairman's Statement reviews FY2025, noting progress in Hong Kong distributed PV projects and overseas expansion for revenue diversification, while disclosing the shelving of a storage project and adjustments to a module factory plan, with future strategies focusing on business optimization and market expansion Chairman's Statement The Chairman's Statement reviews FY2025, noting progress in Hong Kong distributed PV projects and overseas expansion for revenue diversification, while disclosing the shelving of a storage project and adjustments to a module factory plan, with future strategies focusing on business optimization and market expansion - Progress in Hong Kong distributed photovoltaic projects: The rooftop PV project in New Territories West was acquired and connected to the grid in the second half of 2024, generating approximately 201,000 kWh and creating stable revenue for the Group[16] - Strategic expansion and adjustments: The Group actively expanded into the Southeast Asian market, signing a three-year PV power station O&M service contract in June 2025 to diversify business, while the Sanmenxia energy storage power station project was shelved due to partner personnel changes, and the planned module factory production is being re-evaluated due to market price declines[17][18] - Future outlook: The Group will adhere to three strategic directions: optimizing business layout (exploring high-value-added products), expanding overseas markets (promoting project implementation), and deepening industry chain cooperation[21] Management Discussion and Analysis This section reviews the Group's financial performance, including a narrowed loss and new revenue streams, discusses significant events during and after the reporting period, such as project adjustments and management changes, and highlights key financial ratios and funding sources Business and Financial Review The Group recorded a narrowed loss of RMB 22.8 million for the year, with new energy business generating RMB 0.8 million in revenue, while administrative expenses decreased, and financial ratios deteriorated due to reliance on related party borrowings Annual Performance Overview | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners | Approx. RMB 22.8 million | Approx. RMB 47.2 million | | Revenue | RMB 0.804 million | Nil | | Gross Profit Margin | 30.3% | Zero | - Revenue sources are singular, with all current year revenue derived from the newly expanded “new energy power system integration and electricity sales business,” while the traditional “sales of renewable energy products” business generated no revenue for two consecutive years[24][25][27] - Administrative expenses decreased from approximately RMB 19.3 million to RMB 17.3 million, a year-on-year reduction of 10.4%, primarily due to effective cost control measures[28] Key Financial Ratio Changes | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 1.3 | 3.2 | | Gearing Ratio | 76.6% | 60.9% | - The Group heavily relies on related party borrowings for operations, with total other loans payable to several executive directors and former executive directors exceeding RMB 50 million as of March 31, 2025[30] Events During the Year Under Review During the reporting period, the Group experienced significant events including the shelving of a Henan energy storage project, successful deployment of Hong Kong rooftop solar projects, and changes in senior management - Henan energy storage power station project shelved: The EPC contract totaling RMB 180 million originally planned with Hebei Hanneng and related cooperation agreements were shelved due to unexpected changes in key personnel of the project partner[38][40] - Hong Kong solar project launched: The Group's wholly-owned subsidiary entered into a concession agreement and sale and purchase agreement with Century Engineering Limited, obtaining rooftop usage rights and acquiring a solar power generation system to participate in CLP's Feed-in Tariff Scheme[41][43][44] - Senior management changes: Mr. Huang Bo resigned as Chief Executive Officer on December 30, 2024 (remaining as Chairman), with former Chief Financial Officer Mr. Xie Wenjie appointed as CEO, and former Deputy Financial Director Ms. Zhu Kaiying appointed as CFO[45] Significant Events After the Reporting Period After the reporting period, the Group's subsidiary signed a three-year O&M service contract with a related party for a PV power station in Hebei, aiming to secure stable revenue streams - On June 25, 2025, the Group's subsidiary entered into a three-year O&M service contract with Hebei Fengbei New Energy Co., Ltd. to provide services for a PV power station in Chengde, Hebei, subject to shareholder approval[46] Corporate Governance Report This report details the company's adherence to corporate governance practices, including board composition, committee structures, risk management, internal controls, and board diversity, highlighting compliance and areas of oversight Corporate Governance Practices and the Board The company largely complied with the Corporate Governance Code, correcting a previous deviation where the Chairman and CEO roles were combined, and the Board, comprising eight directors, is responsible for strategic oversight, noting a father-son relationship between two executive directors - The company complied with the Corporate Governance Code during the reporting period, with the sole deviation being Code Provision C.2.1, where the Chairman and Chief Executive Officer positions were held by the same person, a situation corrected on December 30, 2024, after Mr. Huang Bo resigned as CEO[48][49] - The Board comprises 8 members, including 5 executive directors and 3 independent non-executive directors, meeting the Listing Rules' requirements for the number and proportion of independent non-executive directors[53] - Executive Director Mr. Huang Bo (Chairman) and Executive Director Mr. Huang Yuanming are father and son[55] Board Committees The company has established four Board committees—Audit, Remuneration, Nomination, and Corporate Governance—with clear mandates, where independent non-executive directors lead key oversight functions, and meeting attendance is detailed - The Audit Committee, composed of three independent non-executive directors, is primarily responsible for overseeing financial reporting processes and internal controls, holding four meetings during the period[60][61] - The Remuneration Committee, composed of three independent non-executive directors, is responsible for advising the Board on remuneration policies, holding two meetings during the period[63][64] - The Nomination Committee, composed of three independent non-executive directors, is responsible for director nominations and reviewing board diversity, holding one meeting during the period[66][67] - The Corporate Governance Committee, composed of five executive directors, is responsible for formulating and reviewing corporate governance policies, holding one meeting during the period[68][69] Directors' and Committee Members' Meeting Attendance | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Corporate Governance Committee | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Huang Bo | 10/10 | – | – | – | 1/1 | | Mr. Huang Yuanming | 10/10 | – | – | – | 1/1 | | Ms. Zhang Jinhua | 10/10 | – | – | – | 1/1 | | Mr. Xie Wenjie | 11/11 | – | – | – | 1/1 | | Ms. Hu Xin | 10/11 | – | – | – | 1/1 | | Mr. Zhang Dingjian | 11/11 | 4/4 | 2/2 | 1/1 | – | | Ms. Ma Xingqin | 11/11 | 4/4 | 2/2 | 1/1 | – | | Mr. Qiao Wencai | 11/11 | 4/4 | 2/2 | 1/1 | – | Risk Management and Internal Control The Board is responsible for maintaining and reviewing the Group's risk management and internal control systems, which were deemed adequate and effective by an outsourced independent internal audit function during the period - The Board bears ultimate responsibility for the Group's risk management and internal control systems, aiming to provide reasonable assurance against material misstatement, loss, or fraud[86] - The Group outsources its internal audit function to an independent internal control consultant who reports directly to the Audit Committee to ensure audit independence[90] - During the review period, the internal control consultant's review found no significant deficiencies in the Group's risk management and internal control systems, leading the Board to consider the existing systems adequate and effective during the period[90][91] Board Diversity The company has adopted a board diversity policy, analyzing its composition across gender, age, and skills, with the current board demonstrating diversity, including three female directors and varied expertise, deemed balanced by the Nomination Committee Board Diversity Composition Analysis | Category | Number of Directors | | :--- | :--- | | Gender | | | Male | 5 | | Female | 3 | | Age | | | 20-40 | 2 | | 41-60 | 6 | | Skills and Experience | | | Sales of New Energy Products | 6 | | Provision of New Energy Power System Integration Services | 6 | | Financial Expertise | 5 | | Compliance and Corporate Management Experience | 8 | - The company has achieved gender diversity at the board level, with three female directors, and plans to maintain this level of representation[109] Directors' Report This report outlines the Group's principal businesses, financial results, and key risks, details directors' and major shareholders' equity interests, and provides an overview of share-linked agreements, including share options and convertible bonds Principal Business, Results, and Risks The Group's principal businesses are renewable energy product sales and system integration, recording a loss with no dividend, and faces key risks including policy dependence, technological changes, funding, customer reliance, and supplier performance - The Group recorded a loss for the current year, and the Board does not recommend the payment of any final dividend[114] - Key risks include: - Government policy risk: New energy business relies on the stability of government support policies - Technology risk: Rapid iteration of new energy technologies poses a risk of failing to keep pace with industry developments - Funding and financial risk: Business requires substantial capital, facing financing, interest rate, and foreign exchange fluctuation risks - Customer dependence risk: Absence of long-term agreements with customers poses a risk of order loss - Supplier risk: Reliance on suppliers for product procurement faces risks of price increases and supply disruptions[124][125][126][129] Directors' and Major Shareholders' Equity Interests This section discloses the shareholdings of directors, chief executives, and major shareholders as of March 31, 2025, with Chairman Mr. Huang Bo holding 19.52% as the largest director shareholder, and other major shareholders holding over 5% interest Directors' and Chief Executive's Equity Interests (as of March 31, 2025) | Director/Chief Executive Name | Capacity | Total Interest (Shares) | Approximate Percentage | | :--- | :--- | :--- | :--- | | Mr. Huang Bo | Beneficial Owner | 89,994,999 (L) | 19.52% | | Mr. Huang Yuanming | Beneficial Owner | 38,717,302 (L) | 8.40% | | Ms. Zhang Jinhua | Beneficial Owner | 15,969,064 (L) | 3.46% | | Mr. Xie Wenjie | Beneficial Owner | 15,658,533 (L) | 3.46% | Major Shareholders' Equity Interests (as of March 31, 2025) | Shareholder Name | Number of Ordinary Shares | Capacity | Approximate Percentage | | :--- | :--- | :--- | :--- | | Ms. Li Xiaoyan | 59,094,406 (L) | Beneficial Owner | 12.82% | | Mr. Hou Xiaobing | 26,228,000 (L) | Beneficial Owner | 5.69% | Share-Linked Agreements This section details the company's share-linked agreements, including the expiry of its share option scheme and the grant of 12.68 million options to directors, alongside a review of historical convertible bonds, including the fully converted 2022 series - The company's share option scheme expired on August 20, 2024, but prior to its expiry, the company granted a total of 12,676,257 share options to four executive directors on July 26, 2024, with an exercise price of HKD 0.11 per share and an exercise period of ten years[157][165][166] - The 2022 convertible bonds were fully exercised on December 20, 2023, with a total principal amount of HKD 32 million converted into 12.8 million company shares[174] - Regarding the 2011 convertible bonds, a total principal amount of HKD 12 million remains unresolved due to inability to contact holders and ownership disputes, with the amount reclassified as other payables[175][423] Five-Year Financial Summary This section summarizes the Group's five-year financial data, showing a significant revenue decline since FY2021, continuous losses over the past three years, and a downward trend in total assets and net assets Five-Year Financial Summary This section summarizes the Group's five-year financial data, showing a significant revenue decline since FY2021, continuous losses over the past three years, and a downward trend in total assets and net assets Five-Year Financial Summary (RMB in thousands) | | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue (RMB in thousands) | 804 | – | 42,510 | 72,215 | 276,933 | | (Loss)/Profit Attributable to Owners (RMB in thousands) | (22,751) | (47,153) | (25,140) | (3,732) | 69,005 | | Total Assets (RMB in thousands) | 97,351 | 102,606 | 142,045 | 165,949 | 218,914 | | Total Liabilities (RMB in thousands) | (74,605) | (62,484) | (82,595) | (81,359) | (130,972) | | Net Assets (RMB in thousands) | 22,746 | 40,122 | 59,450 | 84,590 | 87,942 | Independent Auditor's Report Forever Faith CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, identifying 'impairment assessment of trade receivables' as a key audit matter due to its materiality and management judgment Independent Auditor's Report Forever Faith CPA Limited issued an unmodified opinion on the Group's consolidated financial statements, identifying 'impairment assessment of trade receivables' as a key audit matter due to its materiality and management judgment - The audit opinion is unmodified, with the auditor believing the consolidated financial statements fairly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[190] - The key audit matter is the “impairment assessment of trade receivables,” identified as critical because the trade receivables balance is material to the overall financial position, and the assessment of its expected credit loss provision involves significant management judgment and estimation[192][195] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows, detailing revenue, losses, asset and liability changes, and cash flow movements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group recorded RMB 0.804 million in revenue and a narrowed annual loss of RMB 22.751 million, with basic and diluted loss per share at RMB 0.0494 Annual Profit or Loss Statement Key Data (RMB in thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue (RMB in thousands) | 804 | – | | Gross Profit (RMB in thousands) | 244 | – | | Administrative Expenses (RMB in thousands) | (17,259) | (19,262) | | Finance Costs (RMB in thousands) | (5,236) | (5,611) | | Loss Attributable to Owners for the Year (RMB in thousands) | (22,751) | (47,153) | | Basic and Diluted Loss Per Share (RMB cents) | (4.94) | (10.44) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets decreased to RMB 97.351 million, total liabilities increased to RMB 74.605 million, and net assets significantly reduced to RMB 22.746 million, indicating increased liquidity pressure Statement of Financial Position Key Data (RMB in thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets (RMB in thousands) | 52,857 | 35,746 | | Current Assets (RMB in thousands) | 44,494 | 66,860 | | Total Assets (RMB in thousands) | 97,351 | 102,606 | | Current Liabilities (RMB in thousands) | 34,131 | 21,136 | | Non-current Liabilities (RMB in thousands) | 40,474 | 41,348 | | Total Liabilities (RMB in thousands) | 74,605 | 62,484 | | Net Assets (RMB in thousands) | 22,746 | 40,122 | Consolidated Statement of Changes in Equity This year, total equity decreased from RMB 40.122 million to RMB 22.746 million, primarily due to the RMB 22.751 million loss, partially offset by deemed contributions and share option expenses, with a capital reduction of RMB 195 million used to offset accumulated losses - Total equity decreased from RMB 40.122 million to RMB 22.746 million, primarily due to the annual loss of RMB 22.751 million[211] - A capital reduction was performed this year, transferring RMB 195,284 thousand from share capital to accumulated losses to reduce book losses, an operation that does not affect total shareholders' equity[211] - Equity increased by RMB 4.753 million, representing the difference between the principal and fair value of interest-free loans provided by shareholders upon initial recognition, which is treated as a capital contribution from shareholders[211][213] Consolidated Statement of Cash Flows This year, the Group generated RMB 14.265 million in net cash from operations, with net outflows from investing activities and net inflows from financing, resulting in a net increase of RMB 6.066 million in cash and cash equivalents Cash Flow Statement Summary (RMB in thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities (RMB in thousands) | 14,265 | 6,725 | | Net Cash Used in Investing Activities (RMB in thousands) | (15,841) | (16,891) | | Net Cash from Financing Activities (RMB in thousands) | 7,642 | 7,262 | | Net Increase/(Decrease) in Cash and Cash Equivalents (RMB in thousands) | 6,066 | (2,904) | | Cash and Cash Equivalents at Beginning of Year (RMB in thousands) | 517 | 3,421 | | Cash and Cash Equivalents at End of Year (RMB in thousands) | 6,583 | 517 | Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering segment information, receivables, related party loans, share capital changes, share-based payments, and significant events after the reporting period Note 5: Segment Information The Group's business is divided into two segments, with all current year revenue of RMB 0.804 million from new energy system integration in Hong Kong, both segments recording losses, and most assets located in mainland China Segment Results (Year Ended March 31, 2025, RMB in thousands) | Segment | Revenue (RMB in thousands) | Segment Loss (RMB in thousands) | | :--- | :--- | :--- | | Sales of Renewable Energy Products | – | (1,397) | | New Energy Power System Integration and Electricity Sales Business | 804 | (3,669) | - Geographically, all current year revenue originated from Hong Kong, while the vast majority of the Group's non-current assets (approximately RMB 44.64 million) are located in mainland China[346] Note 19: Trade and Other Receivables As of March 31, 2025, the Group's net trade receivables were RMB 33.154 million after a RMB 56.697 million impairment, with 99% overdue by over 180 days, indicating high collection risk and aligning with the auditor's key audit matter Trade Receivables and Impairment Provision (RMB in thousands) | Item | Amount (RMB in thousands) | | :--- | :--- | | Total Trade Receivables | 89,851 | | Less: Impairment Provision | (56,697) | | Net Trade Receivables | 33,154 | - Trade receivables are severely aged, with RMB 32.959 million (approximately 99%) of the net RMB 33.154 million balance overdue by more than 180 days[402] Note 22: Other Loans As of March 31, 2025, the Group had RMB 52.602 million in other loans, mostly from current and former directors, with RMB 29.378 million being interest-bearing at 12%, indicating high reliance on related party funding Loans from Directors and Former Directors (RMB in thousands) | Loan Source | Amount (RMB in thousands) | | :--- | :--- | | Loans from Directors | 39,778 | | Loans from a Former Director | 12,824 | | Total | 52,602 | - Loans primarily originated from Executive Directors Mr. Xie Wenjie, Mr. Huang Yuanming, and Mr. Huang Bo, with some loans bearing 12% annual interest and others being interest-free, reflecting the company's financial reliance on key shareholders and management[410][412] Note 25: Share Capital This year, the company underwent a significant share capital reorganization, reducing par value from HKD 0.50 to HKD 0.001 per share, generating RMB 195 million to offset accumulated losses, an accounting treatment that did not affect total equity - The company implemented a capital reduction, decreasing the par value per share from HKD 0.50 to HKD 0.001, and subdivided authorized but unissued shares[440][441] - The approximately RMB 195 million proceeds from the capital reduction have been used to offset the company's accumulated losses, aiming to optimize the balance sheet structure[443] Note 27: Share-Based Payments The company's share option scheme expired in August 2024, but prior to expiry, 12,676,257 options were granted to four directors at HKD 0.11 per share, with a fair value of RMB 0.622 million recognized as an expense Share Options Granted on July 26, 2024 | Grantee | Number of Share Options Granted | | :--- | :--- | | Mr. Huang Bo | 3,169,065 | | Mr. Huang Yuanming | 3,169,064 | | Ms. Zhang Jinhua | 3,169,064 | | Mr. Xie Wenjie | 3,169,064 | | Total | 12,676,257 | - The granted share options have an exercise price of HKD 0.11, while the share price on the grant date was HKD 0.087, and the options are not subject to any vesting conditions or performance targets[453][454] Note 36: Events After the Reporting Period After the fiscal year-end, on June 25, 2025, the Group's subsidiary entered into a three-year O&M service contract with a related company controlled by directors, aiming to generate new revenue streams - On June 25, 2025, the Group's subsidiary entered into a three-year PV power station O&M service contract with Hebei Fengbei New Energy Co., Ltd., a related company controlled by company directors Mr. Huang Yuanming, Ms. Zhang Jinhua, and the Chairman's brother, Mr. Huang Ming[494]