中国资源交通(00269) - 2025 - 年度业绩

Financial Performance Overview Consolidated Statement of Comprehensive Income The Group recorded a net loss of HKD 343 million in FY2025, a significant reversal from a HKD 2.048 billion profit in the prior year, primarily due to the absence of a large debt restructuring gain this year | Metric | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 577,662 | 593,148 | -2.61% | | Cost of Sales | (432,813) | (372,738) | +16.12% | | Gross Profit | 144,849 | 220,410 | -34.30% | | Other Income and Net Gains/Losses | (19,264) | 15,105 | Turned from Profit to Loss | | Debt Restructuring Gain | - | 2,428,828 | -100% | | Net Impairment Losses | (52,838) | (2,455) | Significant Increase | | Finance Costs | (351,794) | (562,954) | -37.51% | | Loss/Profit Before Tax | (342,606) | 2,048,114 | Turned from Profit to Loss | | Loss/Profit for the Year | (342,606) | 2,048,114 | Turned from Profit to Loss | | Loss/Profit for the Year Attributable to Owners of the Company | (337,599) | 1,731,821 | Turned from Profit to Loss | | Basic Loss/Earnings Per Share | (0.03) | 0.16 | Turned from Profit to Loss | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets slightly decreased, while total current liabilities remained high, leading to expanded net current liabilities and net liabilities, with a continuous increase in equity deficit, posing severe financial challenges | Metric | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 5,404,644 | 5,767,267 | -6.30% | | Total Current Assets | 645,413 | 533,325 | +21.02% | | Total Assets | 6,050,057 | 6,300,592 | -3.98% | | Total Current Liabilities | 19,079,151 | 19,061,786 | +0.09% | | Net Current Liabilities | (18,433,738) | (18,528,461) | -0.51% | | Total Liabilities | 19,081,964 | 19,065,661 | +0.09% | | Net Liabilities | (13,031,907) | (12,765,069) | +2.09% | | Equity Attributable to Owners of the Company | (11,986,334) | (11,715,838) | +2.31% | | Equity Deficit | (13,031,907) | (12,765,069) | +2.09% | Notes to the Consolidated Financial Statements Company Information China Resources Transportation Group Limited is a Cayman Islands-registered, HKEX-listed company primarily engaged in toll road operations, CNG filling station operations, forage and agricultural product cultivation and sales, and timber operations - The company's principal businesses include toll road operations, CNG filling station operations, forage and agricultural product cultivation and sales, and timber operations[8] Accounting Standards The Group adopted several HKFRS amendments effective on or after January 1, 2024, which did not result in significant changes to accounting policies or financial statement amounts, while new standards like HKFRS 18 are expected to introduce significant changes to financial statement presentation and disclosure Adoption of New and Revised HKFRSs The Group adopted several HKFRS amendments effective on or after January 1, 2024, which did not result in significant changes to accounting policies or financial statement amounts - The Group adopted several new and revised HKFRSs, including amendments related to liability classification and lease liabilities in sale and leaseback transactions, without significant changes to accounting policies or financial statement presentation and amounts[9] Issued But Not Yet Effective Revised HKFRSs The Group is evaluating the impact of issued but not yet effective HKFRSs, expecting no material impact on operating results and financial position, though HKFRS 18 will significantly change financial statement presentation and disclosure - The Group is evaluating the impact of issued but not yet effective HKFRSs, such as HKFRS 18 "Presentation and Disclosure in Financial Statements," expecting no material impact on operating results and financial position, but HKFRS 18 will introduce significant changes to financial statement presentation and disclosure[10][11] Basis of Preparation The consolidated financial statements are prepared in accordance with applicable HKFRSs, the Hong Kong Companies Ordinance, and HKEX Listing Rules, on a historical cost basis (except for biological assets and financial assets at FVTPL), presented in HKD; despite significant uncertainties regarding going concern due to losses, substantial net current liabilities, and defaulted debts, the Board has adopted measures to mitigate liquidity pressure and prepared the statements on a going concern basis Statement of Compliance The consolidated financial statements are prepared in accordance with all applicable HKFRSs issued by the HKICPA, the Hong Kong Companies Ordinance, and the disclosure requirements of the HKEX Listing Rules - The consolidated financial statements comply with HKFRSs issued by the HKICPA, the Hong Kong Companies Ordinance, and HKEX Listing Rules disclosure requirements[13] Basis of Financial Statement Preparation The consolidated financial statements are prepared on a historical cost basis, except for biological assets and financial assets at fair value through profit or loss, and are presented in HKD - The financial statements are prepared on a historical cost basis, except for biological assets and financial assets at fair value through profit or loss, and are presented in HKD[14][15][16] Going Concern Basis The Group recorded a loss in FY2025, with substantial net current liabilities and net liabilities, including approximately HKD 18 billion in defaulted debts, raising significant uncertainty about its ability to continue as a going concern; however, the Board has implemented measures such as debt restructuring and new financing to alleviate liquidity pressure and, based on the successful implementation of these measures, prepared the financial statements on a going concern basis - The Group recorded a loss of HKD 343 million in FY2025, with net current liabilities and net liabilities of approximately HKD 18.434 billion and HKD 13.032 billion respectively, and approximately HKD 18.191 billion in defaulted debts, indicating significant uncertainty about its ability to continue as a going concern[17][18][20] - The Group has taken measures including active negotiation for debt restructuring, extension of loan repayment periods, and seeking new financing channels; based on the successful implementation of these measures, the Board believes the Group has sufficient working capital and has prepared the financial statements on a going concern basis[21][22][23] Segment Information The Group has three reportable segments: toll road operations, CNG filling station operations, and other operations; in FY2025, toll road operations were the primary revenue source, though both its revenue and Adjusted EBITDA declined, while other operations recorded a loss; all Group revenue and designated non-current assets are from China, with no single customer contributing over 10% of revenue Reportable Segments The Group has three reportable segments: toll road operations, CNG filling station operations, and other operations; in FY2025, toll road operations were the primary revenue source, but both its revenue and Adjusted EBITDA declined, while other operations recorded a loss - The Group has three reportable segments: toll road operations, CNG filling station operations, and other operations, with toll road operations being the primary revenue source[24][25] | Metric (HKD Thousands) | Toll Road Operations (2025) | CNG Filling Station Operations (2025) | Other Operations (2025) | Total (2025) | Toll Road Operations (2024) | CNG Filling Station Operations (2024) | Other Operations (2024) | Total (2024) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 576,864 | - | 798 | 577,662 | 593,148 | - | - | 593,148 | | Reportable Segment Loss/Profit | (2,838) | (1,436) | (40,612) | (44,886) | 2,366,835 | (597) | (27,580) | 2,338,658 | | Adjusted EBITDA | 399,134 | (115) | (56) | 398,963 | 527,677 | (192) | (863) | 526,622 | | Reportable Segment Assets | 5,785,141 | 8,719 | 110,888 | 5,904,748 | 6,020,604 | 10,248 | 111,025 | 6,141,877 | | Reportable Segment Liabilities | (12,278,045) | (832) | (23,443) | (12,302,320) | (12,529,070) | (945) | (22,359) | (12,552,374) | Reconciliation of Reportable Segment Results, Assets and Liabilities During the reporting period, the Group's consolidated loss before tax was HKD 44.886 million, primarily impacted by fair value losses on financial assets at FVTPL, unallocated finance costs, and corporate expenses, while both total consolidated assets and liabilities slightly decreased | Metric (HKD Thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Reportable Segment Profit Before Tax | (44,886) | 2,338,658 | | Fair Value Loss/Gain on Financial Assets at FVTPL | (21,406) | 3,489 | | Unallocated Finance Costs | (256,676) | (265,947) | | Unallocated Corporate Expenses | (19,638) | (28,086) | | Consolidated Loss/Profit Before Tax | (342,606) | 2,048,114 | | Total Consolidated Assets | 6,050,057 | 6,300,592 | | Total Consolidated Liabilities | 19,081,964 | 19,065,661 | Geographical Information The Group primarily operates in China and Hong Kong, with all revenue and designated non-current assets originating from China - All Group revenue and designated non-current assets are from China, with no related business in Hong Kong[31][32] Information About Major Customers In FY2025 and FY2024, no single customer contributed more than 10% of the Group's revenue - During the reporting period, no single customer contributed over 10% of the Group's revenue[33] Revenue The Group's revenue for FY2025 was HKD 578 million, a 2.61% year-on-year decrease, primarily from toll road and related operations, with timber product sales contributing a small amount | Revenue Source | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Revenue from Toll Road and Related Operations | 576,864 | 593,148 | | Sales of Timber Products | 798 | – | | Total Revenue | 577,662 | 593,148 | Other Income and Net Gains or Losses In FY2025, the Group's other income and net gains or losses turned from a HKD 15.105 million profit last year to a HKD 19.264 million loss, mainly due to fair value losses on financial assets at FVTPL | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest Income | 33 | 138 | | Exchange Loss | (958) | (6,586) | | Rental Income | 517 | 1,570 | | Gain on Disposal of Property, Plant and Equipment | 663 | 29 | | Government Grants | 421 | 451 | | Net Fair Value Loss/Gain on Financial Assets at FVTPL | (21,406) | 18,797 | | Others | 1,466 | 706 | | Total | (19,264) | 15,105 | Finance Costs The Group's finance costs in FY2025 significantly decreased by 37.51% to HKD 352 million, primarily due to reduced default interest on bank and other borrowings and irredeemable bonds | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Interest and Finance Costs on Bank and Other Borrowings | 5,023 | 4,211 | | Interest on Promissory Notes | 5,000 | 5,014 | | Default Interest on Bank and Other Borrowings | 94,744 | 296,514 | | Default Interest on Irredeemable Bonds | 246,653 | 256,664 | | Interest on Lease Liabilities | 220 | 269 | | Default Interest on Construction Payables | 154 | 282 | | Total | 351,794 | 562,954 | Loss/Profit Before Tax The Group recorded a loss before tax of HKD 343 million in FY2025, compared to a profit of HKD 2.048 billion in FY2024; the loss was mainly impacted by the amortisation of franchise intangible assets and increased net impairment losses on deposits and other receivables, while staff costs decreased | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Auditor's Remuneration – Audit Services | 800 | 1,100 | | Depreciation of Property, Plant and Equipment | 9,767 | 27,324 | | Depreciation of Right-of-Use Assets | 10,785 | 10,989 | | Amortisation of Franchise Intangible Assets | 275,222 | 278,744 | | Reversal of Impairment Loss on Trade Receivables | (220) | (12,537) | | Net Impairment Loss on Deposits and Other Receivables | 52,838 | 2,455 | | Staff Costs | 44,488 | 56,000 | Income Tax The Group had no Hong Kong profits tax provision in FY2025 and FY2024; Chinese subsidiaries generally pay enterprise income tax at 25%, but some forestry businesses are exempt, and Zhuning Expressway pays at a preferential rate of 15% - The Group has no profits tax provision in Hong Kong; Chinese subsidiaries generally pay enterprise income tax at 25%, but forestry businesses may be exempt, and Zhuning Expressway pays at a 15% preferential tax rate[38] Dividends The Board does not recommend the payment of a dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a dividend for FY2025[39] Loss/Earnings Per Share In FY2025, basic loss per share attributable to owners of the company was HKD 0.03, compared to basic earnings per share of HKD 0.16 in FY2024, primarily due to the annual loss; diluted loss/earnings per share is not presented as there are no potential dilutive ordinary shares | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss/Profit for the Year Attributable to Owners of the Company (HKD Thousands) | (337,599) | 1,731,821 | | Basic Loss/Earnings Per Share (HKD) | (0.03) | 0.16 | | Weighted Average Number of Ordinary Shares (Thousands) | 10,644,093 | 10,644,093 | - Diluted loss/earnings per share is not presented for either year as there are no potential dilutive ordinary shares[40] Trade Receivables Net trade receivables in FY2025 were HKD 297 million, a 21.7% year-on-year decrease, with a reduction in impairment loss provision; credit terms are generally two months, up to six months, and some toll road receivables are subject to court-ordered retention as debt collateral | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Trade Receivables | 308,880 | 393,923 | | Less: Provision for Impairment Loss | (12,372) | (15,180) | | Net Amount | 296,508 | 378,743 | - Trade receivables generally have credit terms of two months, extendable to six months for major debtors[41] - On April 15, 2021, the Inner Mongolia Higher People's Court ordered the retention of the Group's toll road receivables, up to RMB 8.838 billion, as collateral for overdue bank borrowings and accrued interest[42] | Aging | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | 1 to 30 days | 43,788 | 43,253 | | 31 to 60 days | 28,058 | 21,323 | | 61 to 90 days | 35,751 | 47,229 | | Over 90 days | 188,911 | 266,938 | Prepayments, Deposits and Other Receivables Net prepayments, deposits, and other receivables in FY2025 were HKD 337 million, a significant 140% year-on-year increase, primarily due to higher other receivables and a substantial rise in impairment provisions | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Prepayments | 18,085 | 15,049 | | Deposits | 1,892 | 1,910 | | Other Receivables | 397,929 | 151,905 | | Impairment Provision | (80,552) | (28,244) | | Net Amount | 337,354 | 140,620 | | Movement in Impairment Provision | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Beginning of Year | 28,244 | 27,003 | | Impairment Loss | 52,838 | 2,455 | | Exchange Difference | (530) | (1,214) | | End of Year | 80,552 | 28,244 | Other Payables Total other payables in FY2025 were HKD 5.437 billion, a slight year-on-year increase, mainly comprising construction payables, accrued interest and default interest on bank and other borrowings, and accrued default interest on irredeemable bonds | Item | 2025 (HKD Thousands) | 2024 (HKD Thousands) | | :--- | :--- | :--- | | Construction Payables | 393,610 | 429,513 | | Retention and Guarantee Deposits | 82,316 | 83,504 | | Accrued Interest and Default Interest on Bank and Other Borrowings | 2,631,506 | 2,668,512 | | Accrued Default Interest on Irredeemable Bonds | 1,918,207 | 1,671,554 | | Other Deposits and Accrued Charges | 169,798 | 161,118 | | Refundable Earnest Money Received from Buyer C | 241,256 | 243,653 | | Total | 5,436,693 | 5,257,854 | - The Group received HKD 241 million in refundable earnest money from Buyer C for the proposed disposal of an 18% equity interest in Zhuning, which is repayable if the transaction does not proceed[49] Contingent Liabilities As of March 31, 2025, the Group had a legal dispute involving Zhuning, where a court ruled Zhuning must pay approximately RMB 30 million in construction costs and retention fees, but both parties have appealed, and the final judgment is pending; the Board believes no additional provision is required - Zhuning faces a legal dispute where a court ruled it must pay approximately RMB 30 million, but both parties have appealed, and the Board believes no additional provision is required[50] Management Discussion and Analysis Business Review The Group's principal businesses include toll road operations, CNG filling station operations, forage and agricultural product cultivation and sales, and timber operations; in FY2025, Zhuning Expressway's toll revenue decreased by 2.75% year-on-year due to multiple adverse factors, while the forage and agricultural products business recorded no sales revenue; the Group plans to dispose of its forestry-related businesses to improve cash flow Zhuning Expressway Operations Zhuning Expressway is the Group's primary revenue source, with toll revenue of approximately HKD 577 million in FY2025, a 2.75% year-on-year decrease, attributed to factors such as China's steel capacity contraction, "rail-to-road" policy for coal transport, denser road networks, and extreme weather; the Group plans to enhance revenue through optimized maintenance, strengthened management, customer expansion, and differentiated toll strategies - Zhuning Expressway's toll revenue for FY2025 was approximately HKD 577 million, a 2.75% year-on-year decrease[52] - The revenue decline was primarily due to factors such as China's steel capacity contraction, the "rail-to-road" policy for coal transportation, a denser highway network, and extreme weather conditions[52][54] - The Group plans to stimulate traffic flow and toll revenue growth by implementing comprehensive road maintenance, improving service levels, strengthening daily management, expanding its customer base, and adopting differentiated toll strategies[54] Forage and Agricultural Products Business The forage and agricultural products business recorded no sales revenue in FY2025, primarily due to unstable local climate conditions, with additional investment in irrigation equipment required to restore stable production - The forage and agricultural products business had no sales revenue in FY2025, primarily due to unstable climate and the need for additional investment in irrigation equipment to resume production[53][55] Forestry Operations To improve cash flow, the company will continue to seek the disposal of its forestry-related businesses in China - The company will continue to seek the disposal of its forestry-related businesses in China to improve cash flow[56] Financial Review The Group's total revenue in FY2025 decreased by 2.61% year-on-year, while cost of sales increased by 16.12%, leading to a significant 34.3% decline in gross profit; Adjusted EBITDA decreased by 21.64%, mainly due to increased maintenance costs for toll road operations; the Group recorded a net loss of HKD 343 million for the year, primarily due to the absence of debt restructuring gains, though finance costs decreased; no impairment loss was recognized for franchise intangible assets, and fair value losses on biological assets decreased Revenue The Group's total revenue for FY2025 was HKD 578 million, a 2.61% year-on-year decrease, primarily contributed by toll road operations, with the decline attributed to factors discussed in the business review and the depreciation of RMB against HKD - The Group's total revenue for FY2025 was HKD 578 million, a 2.61% year-on-year decrease, primarily from toll road operations, affected by business factors and exchange rates[57] Cost of Sales Cost of sales for FY2025 was HKD 433 million, a 16.12% year-on-year increase, mainly due to a significant rise in maintenance and upkeep costs for toll road operations - Cost of sales for FY2025 was HKD 433 million, a 16.12% year-on-year increase, primarily due to a significant rise in toll road maintenance and upkeep costs[58] Gross Profit Gross profit for FY2025 was HKD 145 million, a significant 34.3% year-on-year decrease - Gross profit for FY2025 was HKD 145 million, a 34.3% year-on-year decrease[59] Adjusted EBITDA Adjusted EBITDA decreased by 21.64% to HKD 379 million in FY2025, primarily due to a significant increase in maintenance and upkeep costs for toll road operations; this metric is used to compare operating performance across different periods | Metric | 2025 (HKD Thousands) | 2024 (HKD Thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | 379,326 | 484,061 | -21.64% | - Adjusted EBITDA decreased primarily due to a significant increase in maintenance and upkeep costs for toll road operations[60] Franchise Intangible Assets The recoverable amount of the Group's franchise intangible assets and related property and equipment under the toll road operations segment was approximately HKD 5.363 billion in FY2025, with no impairment loss recognized; the valuation considered conservative toll revenue growth rates and other factors - The recoverable amount of the toll road cash-generating unit was approximately HKD 5.363 billion in FY2025, with no impairment loss recognized[63][64] - The valuation considered the Chinese government's promotion of toll road charging and maintenance system reforms, global economic uncertainties, and adopted a relatively conservative toll revenue growth rate[63][64] Fair Value of Biological Assets In FY2025, the Group's fair value change of biological assets less cost of sales resulted in a loss of approximately HKD 0.37 million, a significant reduction from the previous year - In FY2025, the fair value change of biological assets less cost of sales resulted in a loss of approximately HKD 0.37 million, a significant reduction from HKD 13.64 million in 2024[65] Profit/Loss for the Year The Group recorded a net loss of HKD 343 million in FY2025, compared to a profit of HKD 2.048 billion in the prior year, primarily due to the absence of debt restructuring gains this year; finance costs decreased by 35.51% year-on-year to HKD 352 million - The Group recorded a net loss of HKD 343 million in FY2025, compared to a profit of HKD 2.048 billion in the prior year, primarily due to the absence of debt restructuring gains this year[66] - Finance costs decreased by 35.51% to HKD 352 million year-on-year, mainly due to reduced interest expenses and default interest on bank and other borrowings[66] Loss/Earnings Per Share In FY2025, the loss attributable to owners of the company was approximately HKD 338 million, resulting in a basic loss per share of HKD 0.03, compared to a profit of HKD 1.732 billion and basic earnings per share of HKD 0.16 in the prior year - In FY2025, the loss attributable to owners of the company was approximately HKD 338 million, resulting in a basic loss per share of HKD 0.03[67] Liquidity Review As of March 31, 2025, the Group was in a net liability position of approximately HKD 13.032 billion, with a gearing ratio of approximately 315.40%, and cash and bank balances of only HKD 10.70 million, indicating significant liquidity pressure - As of March 31, 2025, the Group was in a net liability position of approximately HKD 13.032 billion (2024: HKD 12.765 billion)[68] - The gearing ratio was approximately 315.40% (2024: 302.60%)[69] - Cash and bank balances were approximately HKD 10.70 million (2024: HKD 13.37 million), with all available bank facilities fully utilized[69] Borrowings The Group's total outstanding borrowings were approximately HKD 9.116 billion, accounting for approximately 47.8% of total liabilities, primarily used for Zhuning Expressway construction and maintenance; all outstanding borrowings are considered defaulted due to debt restructuring and are fully classified as current liabilities - The Group's total outstanding borrowings were approximately HKD 9.116 billion, accounting for approximately 47.8% of total liabilities[70] - All outstanding borrowings are considered defaulted due to debt restructuring and are fully classified as current liabilities[71] Significant Investments, Acquisitions and Disposals In FY2025, the Group did not have any significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - No significant investments, acquisitions, or disposals occurred in FY2025[72] Capital Commitments As of March 31, 2025, the Group had no outstanding capital commitments - As of March 31, 2025, the Group had no outstanding capital commitments[73] Going Concern The Group's ability to continue as a going concern faces significant uncertainty, but the Board has taken measures and, based on cash flow forecasts, believes the Group has sufficient working capital, thus preparing the financial statements on a going concern basis; however, the auditor issued a disclaimer of opinion due to multiple uncertainties - The Group's ability to continue as a going concern faces significant uncertainty, but the Board has taken measures and, based on cash flow forecasts, prepared the financial statements on a going concern basis[74][75] - The auditor issued a disclaimer of opinion on the financial statements due to the potential interaction and cumulative effect of multiple uncertainties[75] Treasury Policy The Group's business operations, assets, and liabilities are primarily denominated in HKD, RMB, and USD, with no significant foreign exchange gains or losses during the year; management will review foreign exchange risks and take measures but has not used financial instruments for hedging - The Group's business is primarily denominated in HKD, RMB, and USD, with no significant foreign exchange gains or losses during the year[77] - Management will review foreign exchange risks but has not used financial instruments for hedging[77] Material Events The Group's total borrowings are approximately HKD 9.116 billion, with syndicated loans undergoing restructuring since June 2020; Zhuning's restructuring plan was approved by the court and became effective on September 26, 2023, involving partial debt discharge and equity restructuring, but as of the reporting date, Zhuning's equity restructuring is still ongoing; the Group has outstanding irredeemable bonds totaling HKD 4.032 billion and is negotiating with creditors; the Group had planned to dispose of a 71% equity interest in Zhuning, but progress has stalled, and the Board is considering terminating these disposal agreements Update on Debt Restructuring The Group's total borrowings are approximately HKD 9.116 billion, with syndicated loans undergoing restructuring since June 2020; Zhuning's restructuring plan was approved by the court and became effective on September 26, 2023, involving partial debt discharge and equity restructuring, but as of the reporting date, Zhuning's equity restructuring is still ongoing, and the Group still holds an 86.87% equity interest - The Group's total borrowings are approximately HKD 9.116 billion, with syndicated loans undergoing restructuring since June 2020[78] - Zhuning's restructuring plan was approved by the court and became effective on September 26, 2023, involving partial debt discharge and equity restructuring[79] - As of the reporting date, Zhuning's equity restructuring is still ongoing, and the Group still holds an 86.87% equity interest[79] - The restructuring plan includes cash repayment and equity restructuring for certain secured borrowings, as well as cash repayment or equity restructuring for unsecured debts[80] Outstanding Irredeemable Bonds The Group has outstanding irredeemable bonds with a total principal amount of HKD 4.032 billion, involving multiple holders; the Group is negotiating with creditors to extend standstill letters or reschedule debt repayments, but no agreement has been reached as of the reporting date - The Group has outstanding irredeemable bonds with a total principal amount of HKD 4.032 billion[81][82] - The Group is negotiating with creditors to extend standstill letters or reschedule debt repayments, but no agreement has been reached[82] Proposed Disposal of 71% Equity Interest in Zhuning and Fulfillment of Repurchase Obligation or Option The Group had planned to dispose of a 71% equity interest in Zhuning, involving several disposal agreements; Buyer A delayed payments, and Buyer C paid a refundable earnest money; given China's economic slowdown and policy environment, disposal progress has stalled, and the Board is considering terminating these disposal agreements - The Group had planned to dispose of a 71% equity interest in Zhuning, involving disposal agreements A, B, C, and D[83][85][86] - Buyer A delayed payments, and Buyer C paid HKD 241 million in refundable earnest money[84][85] - Given China's economic slowdown and policy environment, disposal progress has stalled, and the Board is considering terminating these disposal agreements[85] Outlook The Group faces a challenging business environment, impacted by China's slowing economic growth, energy control policies, and air pollution control policies; despite positive drivers from China's highway network construction and coal industry stabilization measures, the Group must actively raise funds to meet short-term financial obligations and strengthen its financial position - The Group faces a challenging business environment, impacted by China's slowing economic growth, energy control policies, and air pollution control policies[88] - China's promotion of highway network construction and coal industry stabilization measures is expected to boost traffic flow and toll revenue for Zhuning Expressway[88] - The Group will strive to identify funding channels, including rights issues, placings of new shares, issuance of new convertible bonds, asset disposals, and identifying other buyers for Zhuning equity, to meet short-term financial obligations and strengthen its financial position[88] Pledge of Assets As of March 31, 2025, the Group had pledged equity interests in Inner Mongolia Boyuan New Energy Co, Ltd, Inner Mongolia Zhuning Expressway Service Area Management Co, Ltd, and Zhuning, as collateral for certain borrowings - The Group has pledged equity interests in Inner Mongolia Boyuan New Energy Co, Ltd, Inner Mongolia Zhuning Expressway Service Area Management Co, Ltd, and Zhuning, as collateral for certain borrowings[89] Contingent Liabilities Except as disclosed in Note 15 to the financial statements, the Group had no other significant contingent liabilities as of March 31, 2025 - Except as disclosed in Note 15 to the financial statements, the Group had no other significant contingent liabilities as of March 31, 2025[90] Dividends The Board does not recommend the payment of a dividend for the year ended March 31, 2025 - The Board does not recommend the payment of a dividend for FY2025[91] Other Information Auditor's Report Summary The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to multiple uncertainties regarding going concern and the inability to obtain sufficient appropriate audit evidence; the Group recorded a loss of HKD 343 million in FY2025, with substantial net current liabilities and net liabilities, approximately HKD 18 billion in defaulted debts, and key terms of the debt restructuring plan not yet implemented, leaving most defaulted debts outside the restructuring scope Disclaimer of Opinion The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to multiple uncertainties regarding going concern and the inability to obtain sufficient appropriate audit evidence - The auditor issued a disclaimer of opinion on the Group's consolidated financial statements due to multiple uncertainties regarding going concern and the inability to obtain sufficient appropriate audit evidence[93] Basis for Disclaimer of Opinion The Group recorded a loss of HKD 343 million in FY2025, with substantial net current liabilities and net liabilities, approximately HKD 18 billion in defaulted debts, and key terms of the debt restructuring plan not yet implemented, leaving most defaulted debts outside the restructuring scope; these significant uncertainties prevented the auditor from forming an audit opinion - The Group recorded a loss of HKD 343 million in FY2025, with substantial net current liabilities and net liabilities, and approximately HKD 18 billion in defaulted debts[94] - Key terms of the debt restructuring plan have not been implemented, and most defaulted debts are not included in the restructuring scope, raising significant doubts about the ability to continue as a going concern[94][95] Action Plan to Address Audit Reservations The Board has taken measures to improve liquidity, including debt restructuring, negotiating extended loan repayment periods, and seeking new financing; however, due to delayed completion of debt restructuring and the absence of other significant agreements, the auditor still could not obtain sufficient audit evidence; the Board is committed to completing these measures before FY2026 - The Board has taken measures to improve liquidity, including debt restructuring, negotiating extended loan repayment periods, and seeking new financing[100] - Due to delayed completion of debt restructuring and the absence of other significant agreements, the auditor still could not obtain sufficient audit evidence, leading to a disclaimer of opinion[97] - The Board is committed to making its best efforts to complete the aforementioned measures before FY2026[97] Audit Committee's View on Audit Reservations The Audit Committee has reviewed and concurred with the auditor's opinion, acknowledging management's ongoing efforts to implement necessary measures to enhance the Group's liquidity and aim to remove the audit reservation in the next financial year - The Audit Committee concurs with the auditor's opinion and acknowledges management's efforts to enhance liquidity, aiming to remove the audit reservation in the next financial year[98] Other Key Judgments and Critical Accounting Estimates in Financial Statement Preparation The preparation of financial statements involves key judgments and critical estimates in assessing impairment of franchise intangible assets, estimating construction costs, evaluating impairment of receivables, and measuring fair value of biological and financial assets; the auditor did not express disagreement with these judgment areas - Financial statement preparation involves key judgments and critical estimates in assessing impairment of franchise intangible assets, estimating construction costs, evaluating impairment of receivables, and measuring fair value of biological and financial assets[99] - The auditor did not express disagreement with these judgment areas[101] Next Financial Statements The Board will assess the company's ability to continue as a going concern when preparing the FY2026 consolidated financial statements and anticipates that if all measures are successfully implemented and the auditor obtains sufficient evidence, the FY2026 results may not be subject to an audit reservation - The Board will assess the ability to continue as a going concern when preparing the FY2026 consolidated financial statements[102] - It is anticipated that if all measures are successfully implemented and the auditor obtains sufficient evidence, the FY2026 results may not be subject to an audit reservation[102] Purchase, Sale or Redemption of Listed Securities For the year ended March 31, 2021, neither the company nor any of its subsidiaries purchased, sold, or redeemed the company's listed securities - For the year ended March 31, 2021, neither the company nor its subsidiaries purchased, sold, or redeemed the company's listed securities[103] Employees and Retirement Benefit Schemes As of March 31, 2025, the Group employed approximately 354 staff; employees of Chinese subsidiaries participate in defined contribution schemes, while Hong Kong employees participate in the Mandatory Provident Fund Scheme - As of March 31, 2025, the Group employed approximately 354 staff[104] - Employees of Chinese subsidiaries participate in defined contribution schemes, while Hong Kong employees participate in the Mandatory Provident Fund Scheme[104] Share Option Scheme The company adopted a share option scheme in 2014 to incentivize employees; the scheme expired on August 27, 2024, and no share options were granted or exercised in FY2025 - The company adopted a share option scheme in 2014 to incentivize employees, which expired on August 27, 2024[105][106] - No share options were granted or exercised in FY2025[106] Model Code The company has adopted a code of conduct for securities transactions no less exacting than the Listing Rules' Model Code, and all directors confirmed compliance with this code in FY2025 - The company adopted a code of conduct for securities transactions no less exacting than the Listing Rules' Model Code, and all directors confirmed compliance in FY2025[107] Compliance with Corporate Governance Code The Group is committed to good corporate governance but had three deviations from the Corporate Governance Code in FY2025: insufficient Board meeting frequency, failure to purchase liability insurance for directors and senior officers, and the roles of Chairman and Chief Executive not being separate; the Board is considering the feasibility of compliance - The Group had three deviations from the Corporate Governance Code in FY2025: insufficient Board meeting frequency, failure to purchase liability insurance for directors and senior officers, and the roles of Chairman and Chief Executive not being separate[108][109][110][111] - The Board is considering the feasibility of compliance and will disclose more details in the annual report[111] Review of Annual Results The Group's annual results for the year ended March 31, 2025, have been reviewed by the Audit Committee - The FY2025 annual results have been reviewed by the Audit Committee[112] Publication of Results on HKEX Website All information required by the Listing Rules will be published on the HKEX website and the company's website in due course, and the 2025 annual report will also be dispatched to shareholders - All information required by the Listing Rules will be published on the HKEX website and the company's website in due course, and the 2025 annual report will also be dispatched to shareholders[113]