Financial Performance - For the fiscal year ended March 31, 2025, the company reported a revenue of HKD 107,567,000 from gold processing, an increase from HKD 48,251,000 in the previous year, with a total of 4,478 ounces processed compared to 3,017 ounces[13]. - The total revenue for the year ended March 31, 2025, was approximately HKD 110,622,000, representing a 129% increase from HKD 48,251,000 in the previous fiscal year, driven by sales of processed gold products and IT solution services[25]. - The mining and metals segment generated revenue of HKD 107,567,000, while the software business contributed HKD 3,055,000 in revenue for the year[25]. - The company recorded a loss of approximately HKD 16,035,000 for the year, an improvement from a loss of HKD 21,312,000 in the previous year[25]. - Basic and diluted loss per share for the year ended March 31, 2025, was 3.55 HK cents, compared to 6.61 HK cents for the previous year[168]. - Adjusted loss before interest, tax, depreciation, and amortization for the year ended March 31, 2025, was approximately 13,952,000 HKD, an increase from 10,686,000 HKD in the previous year[169]. - Operating cash flow per share for the year ended March 31, 2025, was a negative 3.49 HK cents, down from a negative 7.14 HK cents in the previous year, reflecting a decrease of 3.65 HK cents[171]. Exploration and Development - The company spent approximately HKD 1,394,000 on drilling activities, significantly up from HKD 411,000 in the previous year, indicating increased exploration efforts[13]. - The company anticipates that the feasibility study for the second phase of the mining area will be completed by October 2025, with mining operations expected to commence in the second half of 2027[14]. - The company is conducting additional exploration work at the Baishiquan copper-nickel mine to identify further resources[8]. - The company has completed the production scale assessment for the mining license and is preparing development plans for the second phase of the mining area[13]. - As of March 31, 2025, the resource estimate for the Phase II mining area includes 3,962,000 tons of controlled resources with an average nickel grade of 0.55% and copper grade of 0.36%[15]. - The total capital expenditure related to exploration and development activities for the year ended March 31, 2025, amounted to HKD 1,633,000, with exploration costs of HKD 1,394,000 and development costs of HKD 239,000[18]. Corporate Governance - The board consists of five members, including two executive directors and three independent non-executive directors[55]. - The board held a total of 8 meetings during the fiscal year ending March 31, 2025[58]. - The audit committee, comprising three independent non-executive directors, held 4 meetings during the fiscal year[66]. - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with GEM listing rules[63]. - The company confirmed that all independent non-executive directors are considered independent according to GEM listing rules[62]. - The board is responsible for setting the company's strategic goals and monitoring business management[52]. - The company has established a liability insurance and indemnity arrangement for directors and senior management[65]. - The audit committee's responsibilities include reviewing the financial reporting process and monitoring internal controls[67]. - The company has complied with all corporate governance code provisions during the fiscal year[53]. - The board is tasked with reviewing and supervising the company's compliance with legal and regulatory requirements[53]. - The audit committee has reviewed the accounts audited by Zhongzheng Tianheng Accounting Firm for the year ending March 31, 2025, and has recommended the reappointment of the firm at the upcoming annual general meeting[68]. - The nomination committee held 2 meetings during the year and is responsible for reviewing and recommending suitable candidates for board vacancies[69]. - The company adopted a nomination policy on January 29, 2019, to ensure a balanced skill set and diverse perspectives on the board[70]. - The nomination committee evaluates the independence of non-executive directors and recommends re-election of retiring directors at the annual general meeting[71]. - The board diversity policy was adopted on January 29, 2019, emphasizing the importance of diversity in achieving strategic goals and sustainable development[75]. - The company aims for a diverse board composition, considering factors such as gender, age, cultural background, and professional experience[76]. Financial Position - As of March 31, 2025, the company's cash and cash equivalents were approximately HKD 73,052,000, a decrease from HKD 82,618,000 in the previous year[27]. - The current ratio as of March 31, 2025, was 4.80, compared to 4.64 in the previous year, indicating strong liquidity[28]. - The company has no outstanding borrowings as of March 31, 2025, compared to HKD 9,800,000 in the previous year[30]. - As of March 31, 2025, the company had no outstanding borrowings, resulting in a debt-to-asset ratio of 0%, compared to 24.47% in 2024[36]. - The company proposed a rights issue on February 27, 2025, to raise up to approximately HKD 30,000,000, issuing 168,644,090 shares at a subscription price of HKD 0.178 per share[34]. - The net proceeds from the rights issue, after expenses, were approximately HKD 29,100,000, with plans to allocate HKD 10,000,000 for gold processing and trading, and another HKD 10,000,000 for software development[34]. - The company does not recommend the distribution of dividends or the transfer of any funds to reserves for the year[180]. - As of March 31, 2025, the company had no reserves available for distribution to shareholders[183]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report covers the company's performance from April 1, 2024, to March 31, 2025, highlighting sustainable development strategies[106]. - The company has identified waste management and health and safety as key environmental, social, and governance (ESG) risks[108]. - The company has maintained compliance with environmental laws and regulations, with no significant legal cases reported related to emissions or waste management[114]. - The company emphasizes the importance of stakeholder engagement and aims to improve sustainability performance through optimized communication strategies[110]. - The company has committed to providing quantitative information for objective assessment of its ESG performance[109]. - The board regularly reviews the performance and implementation progress of ESG objectives and may make adjustments as necessary[108]. - The company has engaged with stakeholders to identify significant ESG issues, including emissions, resource usage, and employee welfare[113]. - The company aims to reduce waste and greenhouse gas emissions by at least 50% over the next five years[117]. - The company generated 28,973 sheets of paper waste in FY2025, a decrease from 30,382 sheets in FY2023, reflecting a reduction of approximately 8.5%[117]. - Energy consumption was recorded at 146,406 kWh in FY2025, down from 151,932 kWh in FY2024, indicating a reduction of about 3.3%[119]. - The company has not generated any hazardous waste during the reporting period, maintaining a focus on non-hazardous waste management[117]. - The company has completed restoration work on several mining areas that were finished in 2017, demonstrating commitment to environmental rehabilitation[123]. - The company recognizes climate change risks, particularly in its mining operations located in Xinjiang, and is taking steps to mitigate potential impacts[124]. - The company has maintained a strict adherence to health and safety regulations, with no recorded workplace injuries or fatalities over the past three years[131]. - The company has established a recruitment control process to prevent the hiring of child or forced labor, complying with relevant labor laws[134]. - The company emphasizes equal opportunities and anti-discrimination in recruitment and promotion processes, adhering to various anti-discrimination laws[130]. - The company has not received any complaints or product recalls during the reporting period[140]. - The company has not received any significant complaints regarding customer data breaches or privacy violations during the reporting period[144]. - The company has established a reporting system for employees to monitor and report any illegal activities, with no reports received during the reporting period[146]. - The company emphasizes its commitment to social responsibility by creating job opportunities and encouraging employee participation in charitable activities[147]. - The company strictly adheres to laws and regulations to prevent corruption, bribery, and money laundering, with no reported violations[145]. - The company respects intellectual property rights and has not infringed on any third-party trademarks or intellectual property during the reporting period[142]. - The company maintains strict confidentiality of customer data and has policies in place to protect privacy[143]. Risks and Challenges - The company's profitability may be significantly affected by fluctuations in metal market prices, which are influenced by various uncontrollable factors[153]. - The group's mining and metals operations are primarily denominated in Renminbi, exposing it to currency risk due to potential fluctuations in the exchange rate[154]. - The group has limited financial resources and cannot guarantee the ability to raise additional funds when needed, which may delay or terminate certain mineral exploration and development projects[158]. - The group faces significant risks in mineral exploration and development, including geological uncertainties and the potential for cost overruns[156]. - The estimation of mineral resources and reserves is inherently uncertain and subject to various assumptions, which may significantly impact the group's financial condition and operating results[157]. - The group must obtain specific licenses and permits for exploration and mining activities, and any regulatory changes could adversely affect its operations and asset ownership[159]. - Compliance with environmental regulations is mandatory, and failure to obtain necessary approvals may result in fines or penalties, potentially reducing future profitability[160]. - The mining industry is experiencing increasing competition for acquiring mineral rights, which may hinder the group's ability to secure desirable projects[161]. - The software business operates in a highly competitive environment, facing rapid changes in market trends and technology developments[162]. Shareholder Relations - The company emphasizes the importance of continuous communication with shareholders through various channels, including announcements, reports, and shareholder meetings[98]. - The board of directors has reviewed the implementation and effectiveness of the shareholder communication policy, finding it to be adequately executed during the review period[98]. - Shareholders holding at least 5% of the total voting rights can request a special general meeting within three months of submission[97]. - The voting results from the annual general meeting will be published on the GEM website and the company's website after the meeting[102].
天时资源(08028) - 2025 - 年度财报