科轩动力控股(00476) - 2025 - 年度业绩

Financial Statements The group's total loss expanded to HKD 374 million this fiscal year, primarily due to a significant revenue decline and increased impairment losses on mineral assets Consolidated Statement of Profit or Loss and Other Comprehensive Income The group's total loss for the year expanded to HKD 374 million, driven by a sharp revenue decline and increased mineral asset impairment, leading to a higher loss per share Annual Financial Performance Summary | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 3,012 | 42,239 | -92.9% | | (Gross Loss)/Gross Profit | (1,970) | 2,701 | N/A | | Loss Before Income Tax | (374,029) | (326,951) | +14.4% | | Loss for the Year | (373,908) | (326,829) | +14.4% | | Loss Attributable to Owners of the Company | (372,028) | (319,337) | +16.5% | | Basic and Diluted Loss Per Share (HKD) | (1.93) | (1.72) | +12.2% | - The increase in loss for the year is primarily due to (i) an increase in impairment loss on mineral assets to approximately HKD 285 million (last year: HKD 171 million); partially offset by (ii) a decrease in fair value changes and disposal losses on financial assets to approximately HKD 21.9 million (last year: HKD 72.1 million)[61] Consolidated Statement of Financial Position As of March 31, 2025, the group's total assets and net assets significantly declined due to mineral asset impairment, while net current liabilities sharply increased, indicating severe liquidity challenges Balance Sheet Key Items | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Mineral Assets | 845,000 | 1,139,000 | | Total Assets | 976,987 | 1,351,168 | | Current Liabilities | 120,248 | 128,490 | | Net Current Liabilities | (70,360) | (6,811) | | Total Liabilities | 129,060 | 134,869 | | Net Assets | 847,927 | 1,216,299 | - The group's liquidity position deteriorated, with net current liabilities sharply increasing from HKD 6.81 million to HKD 70.36 million, indicating significant short-term repayment pressure[6] Notes to Financial Statements The financial statements are prepared under significant uncertainty regarding the going concern assumption, with auditors raising concerns despite management's plans for share placement and shareholder loan extensions General Information and Basis of Preparation The financial statements are prepared under significant uncertainty regarding the going concern assumption, with auditors raising concerns despite management's plans for share placement and shareholder loan extensions Company Information The Company is a limited company incorporated in Bermuda with shares listed on the Hong Kong Stock Exchange, primarily engaged in investment holding, with its group involved in electric vehicle development and sales, mining, and trading of metals and minerals - The group primarily engages in three businesses: development and sales of electric vehicles, mining, and trading of metals and minerals[7] Basis of Preparation and Going Concern Despite being prepared on a going concern basis, the financial statements highlight significant uncertainties due to the group's substantial losses, net current liabilities, and a post-period court ruling, with the validity of the going concern assumption critically dependent on unconfirmed financing and shareholder support - As of March 31, 2025, the group incurred a loss of HKD 374 million and had net current liabilities of HKD 70.36 million[10] - A post-period court ruling requires the group to refund and compensate approximately HKD 40 million, further exacerbating liquidity pressure[10] - Management plans two key measures to maintain going concern: - Expected completion of a share placement in August 2025 to raise no less than HKD 80 million - Shareholders' commitment not to demand repayment of approximately HKD 12 million in loans earlier than December 31, 2026[12] - The validity of the going concern assumption depends on the success of financing plans and continued financial support from shareholders, which involves significant uncertainty and may prevent the group from realizing assets and settling liabilities in the normal course of business[13][16] Segment Reporting The group's three segments—EVs, mining, and metal trading—showed the EV segment as the sole revenue source with a sharp decline, while the mining segment, despite no revenue, incurred significant losses from asset impairment, and revenue shifted geographically to Asia Performance by Business Segment | Business Segment | Revenue (HKD thousands) | Segment Loss (HKD thousands) | | :--- | :--- | :--- | | 2025 | | | | Development and Sales of Electric Vehicles | 3,012 | (33,754) | | Mining | – | (285,298) | | Trading of Metals and Minerals | – | (25) | | 2024 | | | | Development and Sales of Electric Vehicles | 42,239 | (47,149) | | Mining | – | (185,133) | | Trading of Metals and Minerals | – | (79) | Revenue by Geographical Region | Region | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | | :--- | :--- | :--- | | China, including Hong Kong | 2,618 | – | | Philippines | 276 | – | | Thailand | 118 | – | | Mexico | – | 42,239 | | Total | 3,012 | 42,239 | - This year, Customer B contributed HKD 2.618 million in revenue, accounting for 86.9% of total revenue, becoming the primary customer, while last year's primary customer A (contributing HKD 42.239 million) generated no revenue this year[21] Key Financial Items Breakdown This year's revenue was solely from EV sales, with other income and finance costs decreasing, while the annual loss was significantly impacted by large non-cash items like mineral asset and trade receivables impairment, and no dividends were proposed - The largest item impacting loss before income tax for the year is impairment loss on mineral assets, amounting to HKD 285 million (last year: HKD 171 million)[25] - The Company does not recommend the payment of dividends for the years ended March 31, 2025 and 2024[27] - Basic and diluted loss per share was HKD 1.93, higher than last year's HKD 1.72 (restated), with diluted loss per share being the same as basic loss per share due to the anti-dilutive effect of convertible notes and share options[28][29] Key Assets Analysis The group's key assets, primarily mineral and other intangible assets, saw mineral assets incur a substantial impairment loss due to market and valuation changes, reducing their carrying value and freezing mining rights, while EV technology assets showed no impairment Mineral Assets Mineral assets, specifically the Glauber's salt mine, remained inoperative and incurred a significant impairment loss due to revised market price forecasts and valuation changes, further complicated by frozen mining rights and ongoing legal disputes Mineral Assets Impairment Movement | Item | Amount (HKD thousands) | | :--- | :--- | | Carrying value as at March 31, 2024 | 1,139,000 | | Impairment loss for the year | (284,752) | | Carrying value as at March 31, 2025 | 845,000 | - The impairment test used the multi-period excess earnings method, with key assumptions including: - Glauber's salt price per tonne: RMB 681 (last year: RMB 752) - Post-tax discount rate: 23.08% (last year: 23.91%)[34] - The commencement of mining operations faces significant legal and operational obstacles due to unresolved land use rights issues in Guangxi and the mining right being frozen by a preservation order due to a dispute with a contractor[31][32] Other Intangible Assets Other intangible assets, primarily technical know-how and industrial proprietary rights related to electric buses, had their carrying value amortized from HKD 3.64 million to HKD 1.78 million, with directors, based on independent valuers' assessments, concluding that the recoverable amount of the electric vehicle cash-generating unit containing these assets was higher than their carrying value, thus no impairment was recognized Other Intangible Assets Carrying Value | Category | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Technical know-how | – | – | | Industrial proprietary rights | 1,778 | 3,639 | | Total | 1,778 | 3,639 | Key Liabilities and Equity Analysis The group's trade receivables and payables show significant aging and collection risk, while the year saw complex capital operations, including reorganization and share consolidation, substantially altering the share capital structure Trade Receivables and Payables Net trade receivables and payables both show significant portions overdue by more than one year, indicating substantial collection and payment challenges - Net trade receivables amounted to HKD 5.814 million, with aging analysis showing all amounts overdue by more than one year, indicating significant collection risk[41] Share Capital The year saw multiple complex capital operations, including capital reorganization, rights issue, and share consolidation, significantly altering the Company's share capital structure and issued share count - Complex share capital restructuring occurred during the year, including two share consolidations (10-for-1 in 2023, 5-for-1 in 2024), one capital reduction, and one rights issue, to adjust the capital structure and raise funds[44][46] Share-based Payments and Commitments The Company has a share option scheme and a share award scheme, but no new share options or share awards were granted in the current or prior year, and as of year-end, the group had capital commitments of approximately HKD 38.84 million, primarily for the acquisition of property, plant and equipment, and mining-related expenditures - No new share options or share awards were granted in either of the two years[48][53] Capital Commitments | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Acquisition of property, plant and equipment | 17,979 | 18,943 | | Mining-related expenditures | 20,839 | 21,019 | | Electric vehicle-related expenditures | 19 | 779 | | Total | 38,837 | 40,741 | Independent Auditors' Report The auditors issued a "Disclaimer of Opinion" on the group's consolidated financial statements, primarily due to the inability to obtain sufficient audit evidence regarding the appropriateness of the going concern assumption, raising significant doubts about the feasibility of management's proposed share placement plan and shareholder financial support commitments, thus preventing a conclusion on the group's ability to continue as a going concern Disclaimer of Opinion The auditors issued a "Disclaimer of Opinion" on the group's consolidated financial statements, primarily due to the inability to obtain sufficient audit evidence regarding the appropriateness of the going concern assumption, raising significant doubts about the feasibility of management's proposed share placement plan and shareholder financial support commitments, thus preventing a conclusion on the group's ability to continue as a going concern - The auditors explicitly stated a "Disclaimer of Opinion" on the group's consolidated financial statements, which is one of the most severe types of audit opinions[56] - The core basis for the disclaimer of opinion is the limitation of audit scope related to the "going concern assumption," as the auditors could not obtain sufficient evidence to assess the likelihood of success of management's measures to address the liquidity crisis (e.g., share placement, shareholder loan extensions)[57][58] - The auditors warned that if the group cannot continue as a going concern, significant adjustments to assets and liabilities (e.g., asset write-downs, liability reclassification) would be required, which are not reflected in the current financial statements[59] Management Discussion and Analysis The management discussion and analysis provides insights into the group's severe performance decline, operational challenges across segments, deteriorating financial position, and significant post-reporting date events Overall Performance Review The group's overall performance severely declined this year, marked by a sharp drop in revenue, a shift to gross loss, and an expanded annual loss primarily due to increased mineral asset impairment, with no dividends proposed - Electric vehicle sales revenue significantly decreased from HKD 42.2 million to HKD 3 million due to a drop in overseas sales orders[60] - The annual loss expanded to HKD 374 million, primarily attributable to increased impairment losses on mineral assets[61] Business Review by Segment All of the group's business segments face severe challenges, with the EV business securing minor orders in Hong Kong but facing stalled or delayed overseas deliveries, and the "oil-to-electric" conversion business in Thailand still in early trial stages, while the mining business is completely halted due to legal disputes, asset impairment, and market pessimism, and the metal trading business had no transactions during the year Electric Vehicles (EVs) The EV business experienced mixed market performance, with delayed deliveries in Hong Kong and Southeast Asia, an expired large order in Mexico due to technical and geopolitical issues, and a significant arbitration ruling impacting finances - Hong Kong market: Secured a HKD 9 million contract to supply Electric Mobile Command Units (EMCU) to the Hong Kong Fire Services Department, but delivery is expected to be delayed until early 2026[66] - Southeast Asian market: Over 500 COMET orders in the Philippines are delayed due to customer payment postponements; the Thailand market is actively expanding "oil-to-electric" conversion business, with multiple trial orders underway, and subsequent large orders depend on test results[68][70][71][72] - Americas market: A large order for 1,000 van chassis with a Mexican customer stalled after 200 units were delivered due to technical and geopolitical issues, and the contract has expired and was not renewed[74][75] - The group is in arbitration with a buyer regarding the sale of its interest in Suitong Company, with a final ruling requiring the group to refund RMB 34 million and pay liquidated damages, causing a financial blow to the group[77][78][79] Mining and Mineral Products The mining business remained completely halted, incurring substantial asset impairment due to pessimistic market outlooks and facing severe legal and operational challenges, including revoked land rights, frozen mining rights, and shareholder lawsuits - This year, mineral assets again recorded a substantial impairment of HKD 285 million, primarily due to the expected price of Glauber's salt in the valuation model decreasing from RMB 752 per tonne to RMB 681 per tonne[89][87] - The group is considering implementing a revised mining plan, which is expected to require an initial investment of approximately RMB 350 million, but no fundraising or cooperation opportunities have been secured yet[92][93] - The mining business faces severe legal disputes: 1. Land Use Rights: Guangxi land use rights were revoked by local authorities; although an administrative lawsuit was won, the outlook remains uncertain 2. Mining Right Freeze: Due to a RMB 2.5 million payment dispute with a contractor, the mining right was judicially frozen for three years until May 2026 3. Shareholder Litigation: Facing a lawsuit from plaintiffs demanding payment of RMB 21.7 million in unpaid share capital[95][97][98][99] Metal and Mineral Trading Due to persistent industry weakness and low profit margins, the group did not enter into any metal and mineral trading contracts during the year to mitigate risks, leaving this business segment stagnant - Due to market weakness and low profit margins, the group did not engage in any metal and mineral trading business during the year[103] Financial Review The financial review highlights a sharp deterioration in performance, marked by a significant revenue decline, a shift to gross loss, and tight liquidity, with funds raised primarily for general operations offering limited fundamental improvement Revenue by Geographical Distribution | Region | 2025 (HKD thousands) | % | 2024 (HKD thousands) | % | | :--- | :--- | :--- | :--- | :--- | | Mexico | – | – | 42,239 | 100.0% | | Hong Kong | 2,618 | 86.9% | – | – | | Philippines | 276 | 9.2% | – | – | | Thailand | 118 | 3.9% | – | – | | Total | 3,012 | 100.0% | 42,239 | 100.0% | - Administrative expenses decreased by 34.0% year-on-year to HKD 39.9 million, primarily due to reductions in staff costs, legal and professional fees, and depreciation and amortization[106] - The group raised funds to maintain liquidity through a rights issue (net proceeds of approximately HKD 5.83 million), issuance of convertible notes (net proceeds of approximately HKD 4.75 million), and a post-period share placement (net proceeds of approximately HKD 7.86 million)[111][114][115][116] - As of March 31, 2025, the group's cash and bank balances were approximately HKD 8.4 million, a decrease from HKD 13.9 million last year, with 86.5% denominated in RMB[112] Post-Reporting Date Events Post-reporting date events include a significant arbitration ruling requiring the group to refund and pay liquidated damages for a subsidiary sale, and a share placement completed to raise funds for general working capital - Received an arbitration award from the Chongqing Arbitration Commission, requiring the group to refund RMB 34 million for the sale of a subsidiary and pay approximately RMB 5.5 million in liquidated damages[119] - On May 9, 2025, a placement of 27 million new shares was completed, raising net proceeds of approximately HKD 7.86 million for general working capital[119] Corporate Governance The corporate governance section details the company's adherence to its code, noting a deviation where the Chairman and CEO roles are combined, and outlines the Audit Committee's review of financial reporting and internal controls Corporate Governance Practices The Company has adopted the Corporate Governance Code, but during the reporting period, there was one deviation: the roles of Chairman and Chief Executive Officer are held by the same individual, Mr. Zhang Ren, which does not comply with Code Provision C.2.1 regarding segregation of duties, though the Board believes this arrangement enhances decision-making efficiency and will review its effectiveness periodically - The Company deviates from the Corporate Governance Code, as the roles of Chairman and Chief Executive Officer are held by the same person, Mr. Zhang Ren, violating Code Provision C.2.1[121] Audit Committee The Company has established an Audit Committee comprising three independent non-executive directors, which has reviewed the group's accounting principles and practices with management, and discussed audit, internal control, and financial reporting matters, including the review of the annual results for the current year - The Audit Committee, composed of three independent non-executive directors, has reviewed the annual results for the current year[125]