中国科技产业集团(08111) - 2025 - 年度财报

Company Structure Company Structure Overview The company is an investment holding company operating through subsidiaries in BVI, Hong Kong, and China, focusing on solar and wind energy product sales, system integration, and power station operations - The Company is an investment holding company with major subsidiaries located in the British Virgin Islands, Hong Kong, and China, whose businesses cover solar-related product sales, new energy power system integration, solar and wind energy related product sales, and the operation of solar, wind, and energy storage power stations[8][9] Company Information Board and Management Information The Board comprises five executive and three independent non-executive directors, led by Chairman Huang Bo and CEO Xie Wenjie, supported by key committees and an external auditor - Executive Directors include Huang Bo (Chairman), Huang Yuanming, Zhang Jinhua, Xie Wenjie (CEO), and Hu Xin. Independent Non-Executive Directors are Zhang Dingjian, Ma Xingqin, and Qiao Wencai[10] - The company has an Audit Committee (Chairman: Zhang Dingjian), Remuneration Committee (Chairman: Qiao Wencai), Nomination Committee (Chairman: Ma Xingqin), and Corporate Governance Committee (Chairman: Xie Wenjie)[10] - The Company Secretary is Ms. Zhu Kaiying, and the auditor is Ascent Partners CPA Limited[10] Chairman's Statement Business Review The Group adjusted its strategy in 2025 due to global new energy trade policy challenges, with a Hong Kong rooftop PV project generating 201,000 kWh and anticipating significant 2026 growth - In 2025, the global new energy industry faced challenges from changing trade policies, prompting the Group to actively adjust its strategic layout[12] - The Hong Kong New Territories West rooftop photovoltaic project completed acquisition and grid connection in the second half of 2024, with cumulative power generation of approximately 201,000 kWh[13] - Full-year power generation is expected to increase significantly in 2026, leading to a corresponding rise in revenue[13] New Opportunities and Strategic Layout The Group is expanding into Southeast Asian markets and advancing Hong Kong distributed PV projects, securing a three-year O&M contract to diversify and stabilize new energy revenue - Actively expanding into the Southeast Asian overseas new energy market to seek new revenue streams and growth drivers[14] - Continuing to advance distributed photovoltaic projects in the Hong Kong market, participating in the HKSAR Government's Scheme of Control Agreement[14] - Signed a three-year Hebei photovoltaic power station operation and maintenance service contract to diversify new energy businesses[14] Business Adjustment and Optimization Sanmenxia Baike's energy storage and distributed PV project was halted due to personnel changes; the Group is re-evaluating production plans amid declining PV module prices, considering new competitive products - Due to key personnel changes, Sanmenxia Baike's cooperation agreement with project partners for energy storage and distributed photovoltaic power station construction has been put on hold[15] - Given the continuous decline in photovoltaic module market prices, the Group is evaluating changes to the module factory production plan, considering a shift to other more market-competitive new energy products or development paths[15] Outlook For 2025, the Group will optimize business, expand overseas, and deepen cooperation, employing prudent management to create sustainable value for stakeholders - Strategic directions include: optimizing business layout, flexibly adjusting production plans, and exploring high-value-added new energy products[18] - Strategic directions include: expanding overseas markets, promoting the implementation of overseas projects, and building an international business footprint[18] - Strategic directions include: deepening cooperation, closely collaborating with upstream and downstream industry partners, and jointly addressing industry challenges[18] Management Discussion and Analysis Business Review The Group continued its renewable energy and power sales businesses, with loss attributable to owners narrowing to RMB22.8 million in 2025 from RMB47.2 million in 2024 - The Group continued to explore renewable energy product sales and new energy power system integration and electricity sales businesses[19] Loss Attributable to Owners | Year | Loss Attributable to Owners (RMB thousands) | | :--- | :--- | | 2025 | (22,800) | | 2024 | (47,200) | - For the year ended March 31, 2025, the renewable energy product sales business generated no revenue (2024: none)[21] - The new energy power system integration and electricity sales business generated revenue of RMB800,000 (2024: none), primarily from the operation of rooftop solar panel power generation systems[22][24] Financial Review FY2025 revenue was mainly from new energy power system integration and electricity sales, with a 30.3% gross margin; administrative expenses decreased 10.4% to RMB17.3 million, while liquidity and leverage ratios shifted Revenue and Gross Profit | Metric | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue from sales of renewable energy products | – | – | | Revenue from new energy power system integration and electricity sales | 804 | – | | Total Revenue | 804 | – | | Gross Profit Margin | 30.3% | 0% | Administrative Expenses | Year | Administrative Expenses (RMB thousands) | Change (%) | | :--- | :--- | :--- | | 2025 | 17,300 | -10.4% | | 2024 | 19,300 | - | Liquidity and Financial Resources | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank Balances and Cash (RMB thousands) | 6,600 | 500 | | Current Ratio | 1.3 | 3.2 | | Debt-to-Asset Ratio | 76.6% | 60.9% | - As of March 31, 2025, the Group had no assets pledged to secure borrowings and no significant contingent liabilities[29][30] - The Group's primary transactions are denominated in RMB, with minimal anticipated foreign exchange risk and no current foreign currency hedging policy[31] Human Resources As of March 31, 2025, the Group employed 10 staff in Hong Kong and 19 in China, with a performance-based compensation system and continuous training Number of Employees | Region | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Hong Kong | 10 | 8 | | China | 19 | 23 | | Total | 29 | 31 | - The Group has a competitive compensation and bonus system and provides employee training to enhance knowledge and work skills[34] Events During the Year Under Review Sanmenxia Baike's EPC contract was halted due to personnel changes; China Technology Industry Investment acquired assets and signed a concession for Hong Kong solar operations, and CEO/CFO positions changed - Sanmenxia Baike's energy storage power station EPC contract with Hebei Hanergy (total value RMB180 million) was put on hold due to key personnel changes of the project partner[35][37] - China Technology Industry Investment Limited signed a concession agreement with Century Engineering Limited, granting the right to install and operate a rooftop solar panel power generation system and participate in CLP Power's Feed-in Tariff Scheme[38] - China Technology Industry Investment Limited acquired solar panel power generation systems and equipment for HKD4.7 million and signed a concession agreement[41] - Mr. Huang Bo resigned as CEO, Mr. Xie Wenjie was re-designated from CFO to CEO, and Ms. Zhu Kaiying was re-designated from Deputy Financial Controller to CFO[42] Significant Events After the Reporting Period On June 25, 2025, Shaanxi Baike signed a three-year PV power station O&M contract with Hebei Fengbei, expected to generate future revenue - Shaanxi Baike signed a three-year photovoltaic power station operation and maintenance service contract with Hebei Fengbei, effective from July 1, 2025, expected to generate future revenue for the Group[43] Corporate Governance Report Corporate Governance Practices The Company adheres to GEM Listing Rules' Corporate Governance Code, with the Chairman and CEO roles now separated after a temporary combined period - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the GEM Listing Rules[45] - Mr. Huang Bo previously held both the Chairman and CEO roles until his resignation as CEO on December 29, 2024, after which the responsibilities were separated[46] Board of Directors The Board oversees Group strategy, financial performance, and business management, consisting of eight directors (five executive, three independent non-executive) subject to rotation and re-election - The Board is responsible for overseeing the Group's overall strategic planning, reviewing financial performance, and monitoring business and affairs management[47] - The Board comprises eight directors: five Executive Directors (Huang Bo, Huang Yuanming, Zhang Jinhua, Xie Wenjie, Hu Xin) and three Independent Non-Executive Directors (Zhang Dingjian, Ma Xingqin, Qiao Wencai)[50][51] - One-third of all directors, including Independent Non-Executive Directors, must retire by rotation at each Annual General Meeting and are eligible for re-election[51] Four Board Committees The Company has Audit, Remuneration, Nomination, and Corporate Governance Committees, each with defined responsibilities for financial reporting, compensation, director selection, and governance policy oversight - The Audit Committee comprises three Independent Non-Executive Directors, chaired by Mr. Zhang Dingjian, primarily responsible for reviewing and overseeing the Group's financial reporting process and internal control procedures[57][58] - The Remuneration Committee comprises three Independent Non-Executive Directors, chaired by Mr. Qiao Wencai, primarily responsible for making recommendations to the Board on the remuneration policies and structure for all directors and senior management[60][61] - The Nomination Committee comprises three Independent Non-Executive Directors, chaired by Ms. Ma Xingqin, responsible for considering suitable director candidates, making recommendations on director appointments and terminations, and has formulated a Board Diversity Policy[63][64] - The Corporate Governance Committee comprises five Executive Directors, chaired by Mr. Xie Wenjie, primarily responsible for formulating and reviewing the Company's corporate governance policies and practices, and monitoring compliance with legal and regulatory requirements[65][66] Attendance Record of Directors and Committee Members The Board held 12 meetings during the review period, with directors and committee members demonstrating good attendance and active participation - 12 Board meetings were held during the review period, and the Chairman and Independent Non-Executive Directors held one meeting without Executive Directors present[67] Attendance Record of Directors and Committee Meetings | 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 | – | Chairman and Chief Executive Officer The Chairman and CEO roles are separated, held by Mr. Huang Bo and Mr. Xie Wenjie respectively, to ensure independent decision-making and enhance governance and accountability - The Chairman is Mr. Huang Bo, and the Chief Executive Officer is Mr. Xie Wenjie, with separate responsibilities to ensure independent decision-making and balance[69] - The Chairman provides strategic leadership, while the Chief Executive Officer manages the company's business activities; this separation enhances governance, accountability, and leadership effectiveness[69][70] Responsibilities of Directors and Auditor for Financial Statements Directors are responsible for preparing true and fair financial statements per statutory and GEM Listing Rules, ensuring timely publication, while the auditor's responsibilities are separately defined - Directors confirm their responsibility to prepare true and fair financial statements in accordance with statutory requirements, accounting standards, and the GEM Listing Rules[71] - Directors must ensure the Group's financial statements are published in a timely manner in accordance with the GEM Listing Rules[71] Directors' Training The Company provides comprehensive induction and continuous professional development training for directors on anti-corruption, regulatory compliance, and corporate governance to enhance their knowledge and skills - New directors receive comprehensive induction guidance to ensure understanding of the Group's business, operations, and responsibilities[73] - The company provides ongoing briefings and professional development training, with costs borne by the company, and regularly updates on business developments and changes in the regulatory environment[73] - All directors participate in training on topics such as anti-corruption, HKEX regulatory announcements, Listing Rules, and corporate governance[75][77] Independent Non-Executive Directors Independent Non-Executive Directors are appointed for continuous terms, offering balanced expertise and independent opinions; all, including Ms. Ma Xingqin (over nine years' service), are considered independent - Independent Non-Executive Directors are appointed for continuous terms and are subject to retirement by rotation and re-election[76] - Independent Non-Executive Directors possess balanced expertise in company finance, accounting, legal, and business matters, providing independent and valuable advice[76] - Ms. Ma Xingqin has served for over nine years, but the Board considers her to maintain independence and has received annual independence confirmations from all Independent Non-Executive Directors[79] Company Secretary Ms. Zhu Kaiying was appointed Company Secretary and Authorized Representative on March 15, 2024, and CFO on December 30, 2024, assisting the Board and meeting GEM Listing Rules training requirements - Ms. Zhu Kaiying was appointed Company Secretary and Authorized Representative on March 15, 2024, and Chief Financial Officer on December 30, 2024[42][80] - The Company Secretary assists the Board, ensures information flow, provides governance advice, and oversees director training[80] - Ms. Zhu Kaiying completed no less than fifteen hours of relevant professional training during the review period, complying with GEM Listing Rules requirements[80] Compliance with Code for Securities Transactions by Directors The Company adopted a directors' securities transaction code, no less stringent than GEM Listing Rules, which all directors complied with during the review period - The Company has adopted a code of conduct for directors' securities transactions no less stringent than that required by Rules 5.48 to 5.67 of the GEM Listing Rules[81] - Following inquiry with all directors, all directors have complied with the required dealing standards and the code of conduct adopted by the Company[81] Auditor's Remuneration The Audit Committee appoints external auditors; Ascent Partners CPA Limited received HKD890,000 for audit services during the review period - The Audit Committee is responsible for considering the appointment of external auditors[82] Auditor's Remuneration | Nature of Services | Amount (HKD) | | :--- | :--- | | Audit Services | 890,000 | Risk Management and Internal Control The Board maintains and annually reviews risk management and internal control systems; the outsourced internal audit found no significant deficiencies, and corrective measures were implemented - The Board is responsible for maintaining sound and effective risk management and internal control systems and reviews their effectiveness annually[83] - The Group outsourced its internal audit function to an internal control consultant to assist management with annual reviews[87] - No significant deficiencies were found in the Group's risk management and internal control systems during the review period, and relevant departments were instructed to formulate corrective measures for minor issues[87] Directors' and Officers' Liability Insurance The Company has appropriate liability insurance for directors, officers, and senior management against legal actions from corporate activities - The Company has made appropriate liability insurance arrangements for directors, officers, and senior management against legal actions arising from corporate activities[90] Constitutional Documents No changes occurred to the Company's Memorandum and Articles of Association during the review period; the latest version is available on the Company and HKEX websites - During the review period, there were no changes to the Company's Memorandum and Articles of Association[91] - The latest consolidated version of the Articles of Association is available on the Company's and HKEX websites[91] Communication with Shareholders and Investor Relations The Company's shareholder communication policy ensures convenient, equal, and timely access to information via annual reports, announcements, website, and general meetings, welcoming feedback - The Company has adopted a shareholder communication policy to ensure shareholders and potential investors have convenient, equal, and timely access to company information[92] - Communication channels include publishing corporate communications, regular announcements, company website information, and Annual General Meetings and Extraordinary General Meetings[94] Shareholders' Rights Shareholders can requisition extraordinary general meetings, propose resolutions, and submit written inquiries to the Board, and are encouraged to express views at general meetings - Shareholders holding not less than one-tenth of the Company's paid-up capital have the right to requisition an Extraordinary General Meeting[95] - Shareholders wishing to propose a resolution at a general meeting may request the Company to convene a general meeting[96] - Shareholders may send written inquiries to the Company's Board of Directors; the company generally does not handle verbal or anonymous inquiries[97][98] Dividend Policy Dividend declaration is at the Board's discretion, considering financial performance, profits, reserves, debt-to-equity, working capital, expansion plans, and economic conditions - The dividend policy is at the sole discretion of the Board, considering factors such as actual and expected financial performance, undistributed profits, and distributable reserves[101] - Other considerations include the Group's debt-to-equity ratio, return on equity, working capital requirements, future expansion plans, and overall economic conditions[101] Board Diversity The Board values diversity, with a policy considering gender, age, and experience; it currently comprises five men and three women (aged 20-60) with diverse skills - The Board has adopted a Board Diversity Policy, considering factors such as gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[102] Board Diversity Analysis | Measurable Objectives | Category | Number of Directors | | :--- | :--- | :--- | | Gender | Male | 5 | | | Female | 3 | | Age | 20-40 | 2 | | | 41-60 | 6 | | Directors' Skills and Experience | Sales of new energy products | 6 | | | Provision of new energy power system integration services | 6 | | | Internationalization level | 1 | | | Financial expertise | 5 | | | Compliance and corporate management experience | 8 | | | Currently holding executive leadership or directorships in other listed companies | 2 | - As of March 31, 2025, among the Group's 29 employees, 37.9% were male and 62.1% were female, and the company will continue to promote gender diversity[106] Directors' Report Analysis of Principal Activities and Operations The Company's principal business is investment holding, with Chinese subsidiaries focused on renewable energy product sales and new energy power system integration services - The Company's principal business is investment holding[109] - Its principal subsidiaries in China are engaged in the sales of renewable energy products and the provision of new energy power system integration services[109] Results and Appropriations The Group's FY2025 results are in the consolidated statement of profit or loss; no interim dividends were paid or declared, and no final dividend is recommended - The Group's results for the year ended March 31, 2025, are set out in the consolidated statement of profit or loss and other comprehensive income[111] - The Company neither paid nor declared any interim dividends during the year under review, and the Directors do not recommend the payment of a final dividend for the year ended March 31, 2025[111] Reserves The Company can use share premium, retained earnings, and other reserves for dividends, ensuring debt repayment capacity; as of March 31, 2025, no distributable reserves were available - The Company may use share premium, retained earnings, and other reserves to pay dividends, provided it can pay its debts in the ordinary course of business[112] - As of March 31, 2025, the Company had no distributable reserves[113] Property and Equipment Changes in the Group's property and equipment are detailed in note 16 to the consolidated financial statements - Details of changes in the Group's property and equipment are set out in note 16 to the consolidated financial statements[115] Share Capital The Company issued no shares or debentures during the review year; share capital changes are detailed in note 25 to the consolidated financial statements - During the year under review, the Company did not issue any shares or debentures[116] - Details of changes in the Company's share capital are set out in note 25 to the consolidated financial statements[116] Key Risks and Uncertainties The Group faces key risks from government policies, technological advancements, funding, interest rates, foreign exchange, customer dependence, and suppliers, mitigated by established risk management and internal control systems - Business relies on Chinese government new energy support policies and approvals; policy changes or delayed approvals could have a significant impact[121] - New energy power system integration services face risks from rapid technological advancements, requiring continuous mastery of industry trends and employee training[120][121] - There are risks of insufficient funding, interest rate fluctuations, and foreign exchange risks, which the Group will address by seeking cooperation and equity/debt financing[122] - Dependence on major customers and lack of long-term sales agreements mean reductions in customer order volume or value could have an adverse impact on business[123] - Failure of suppliers or subcontractors to fulfill obligations, increased procurement costs, and potential disputes could have an adverse impact on financial performance and reputation[124][126] - The Company is establishing a solar module production plant in Hebei to ensure a stable supply and quality control[127] Compliance with Laws and Regulations For the year ended March 31, 2025, the Group reported no material breaches or non-compliance with applicable laws and regulations - The Group had no material breaches or non-compliance with applicable laws and regulations for the year ended March 31,