Financial Performance - The company reported a revenue of HKD 869.73 million for the fiscal year 2025, representing a 92.3% increase compared to HKD 452.19 million in 2024[6]. - Gross profit reached HKD 102.7 million, an increase of 266.8% from the previous fiscal year[7]. - Adjusted EBITDA for the year was HKD 44.8 million, marking a turnaround from a loss to profit, indicating significant business transformation[7]. - The group's revenue for the year ending March 31, 2025, was approximately HKD 869.7 million, an increase of about HKD 417.5 million or 92.3% compared to HKD 452.2 million for the year ending March 31, 2024[17]. - Revenue from reverse supply chain management and environmental services increased significantly by approximately HKD 467.0 million, while revenue from superstructure construction and renovation services decreased by approximately HKD 49.5 million[17]. - The adjusted EBITDA turned from a loss of approximately HKD 40.1 million for the year ending March 31, 2024, to a profit of approximately HKD 44.8 million for the year ending March 31, 2025, an improvement of about HKD 84.9 million[27]. - The gross profit for the year ending March 31, 2025, was approximately HKD 102.7 million, an increase of about HKD 74.7 million or 266.8% compared to approximately HKD 28.0 million for the year ending March 31, 2024[18]. - The overall gross profit margin increased to approximately 11.8% for the year ending March 31, 2025, compared to approximately 6.2% for the year ending March 31, 2024[18]. - The group recorded a loss attributable to the owners of the company of approximately HKD 15.7 million for the year ending March 31, 2025, a decrease of about HKD 63.2 million from approximately HKD 78.9 million for the year ending March 31, 2024[22]. - Operating expenses for the year ending March 31, 2025, were approximately HKD 121.2 million, an increase of about HKD 11.2 million or 10.2% compared to approximately HKD 110.0 million for the year ending March 31, 2024[20]. Business Expansion and Strategy - The company plans to continue expanding its green business, particularly in the global battery recycling sector, which has seen breakthrough progress[7]. - A new battery processing facility in Hong Kong is set to be operational by June 2024, aimed at meeting local lithium battery disposal needs[8]. - The company has established over 70 service points across Europe, America, and Asia, enhancing its international green energy management solutions[10]. - Strategic partnerships with leading companies in the automotive and energy sectors have been deepened, supporting the growth of the electric vehicle market[10]. - The company is actively involved in promoting battery energy storage systems and electric vehicle charging infrastructure to support community EV adoption[8]. - The company aims to leverage its expertise in battery recycling to create a closed-loop system for battery lifecycle management[8]. - Future growth prospects are strong due to the increasing demand for electric vehicles and the corresponding rise in battery disposal needs[10]. - The group is optimistic about future growth, particularly in reverse supply chain management and environmental services, which are expected to continue expanding[15]. - The group plans to explore various business opportunities across segments to promote future growth and increase revenue[17]. Financial Position and Capital Management - As of March 31, 2025, the group's cash and cash equivalents amounted to approximately HKD 186.0 million, up from HKD 67.6 million in 2024[28]. - The current ratio increased from approximately 1.1 as of March 31, 2024, to approximately 1.7 as of March 31, 2025, primarily due to a decrease in trade payables and accrued expenses[28]. - The group's total capital expenditure for the year ended March 31, 2025, was approximately HKD 45.5 million, compared to HKD 6.4 million in 2024[31]. - As of March 31, 2025, the group's equity was approximately HKD 467.1 million, an increase from HKD 234.0 million in 2024[28]. - The group had no significant outstanding debts as of March 31, 2025, except for certain liabilities including bank borrowings and lease obligations[29]. - The group entered into a 20-year lease for approximately 9,420 square meters at the EcoPark T2 and T3 sites, with a recognized right-of-use asset of approximately HKD 79.1 million[43]. - The total salary and related costs for the year ended March 31, 2025, were approximately HKD 60.1 million, up from HKD 45.6 million in 2024[39]. - The net proceeds from the first subscription agreement amounted to approximately HKD 82.48 million, with 50% allocated to the EcoPark project and 50% for general working capital[46]. - The group had a capital commitment of approximately HKD 172.7 million for properties, plants, and equipment as of March 31, 2025[33]. - The net proceeds from the second subscription amount to approximately HKD 129.2 million, with 50% allocated to the environmental park project, 30% for renovation and maintenance, and 20% for general working capital[50]. - The third subscription agreement involves the issuance of 12,263,000 new shares at a price of HKD 8.10 per share, with a total estimated net proceeds of approximately HKD 99.23 million[53]. - Approximately 60% of the net proceeds from the third subscription will be allocated to the environmental park project, 30% for renovation and maintenance, and 10% for general working capital[53]. Acquisitions and Investments - The company completed the acquisition of Green Jade Reverse Logistics Limited for HKD 35 million, with payment made through the issuance of 4,545,455 new shares[55]. - The acquisition is expected to create potential synergies with the company's existing reverse supply chain management and green energy solutions, enhancing its global footprint[55]. - The total market value of the shares issued for the second subscription is approximately HKD 151.3 million, based on the market price at the time of the agreement[48]. - The company plans to utilize approximately HKD 59.5 million from the third subscription for the environmental park project, with the remaining funds allocated to other operational needs[53]. Financing and Risk Management - The company has entered into a financing agreement with an independent third party, providing a loan of approximately HKD 68,402,000, which remains unpaid as it is not yet due[58]. - A separate financing agreement was established on January 6, 2025, for a principal amount of USD 7,000,000 (approximately HKD 54,411,000) at a simple interest rate of 5%, maturing three years from the disbursement date[59]. - The principal amount under the financing agreement was increased by USD 3,000,000 (approximately HKD 23,319,000) on January 23, 2025, while other terms remained unchanged[59]. - The company believes that the long-term development of the reverse supply chain network depends on the healthy development of market participants, aiming to strengthen and diversify its upstream supply chain[58]. - The company has acknowledged the need to enhance its internal controls and compliance measures to prevent future regulatory breaches related to the financing agreements[60]. - The management has committed to taking measures to strengthen internal controls regarding all transactions under the relevant listing rules[60]. - The financing provided to the borrower is strictly for operational funding, with the borrower being a business partner involved in the collection and export of industrial materials[58]. - The company does not anticipate a significant increase in credit risk for the loans, thus no impairment provision is deemed necessary[58]. - The company plans to issue timely announcements regarding the financing agreements and the remedial measures to be taken[61]. Corporate Governance and Compliance - The company has adopted and complied with the corporate governance code as per the listing rules, ensuring high standards of corporate governance[154]. - All directors confirmed compliance with the continuous professional development requirements as per the corporate governance code during the year ending March 31, 2025[160]. - The company has appointed 天職香港會計師事務所 as the auditor, replacing 立信德豪, with no significant issues raised regarding the change[149]. - The board consists of executive directors including the chairman 郭晋昇 and CEO 詹志豪, along with independent non-executive directors providing independent judgment on the company's development and risk management[156]. - The company has established written guidelines for securities trading for employees who may possess inside information, ensuring compliance with regulations[155]. - The board regularly reviews the company's performance and coordinates resources to make financial and operational decisions[158]. - The audit committee consists of four independent non-executive directors, ensuring compliance with listing rules[170]. - The company has established a remuneration committee with three independent non-executive directors and two executive directors[173]. - The independent non-executive directors represent more than one-third of the board, ensuring strong independent oversight[164]. - The company has implemented effective mechanisms to ensure the board receives independent insights and advice[165]. - The board's governance practices include regular meetings to share insights among independent non-executive directors[165]. - The company will continue to monitor and review its policies to ensure compliance with regulatory requirements and good corporate governance practices[186]. Share Incentive Plan - The company has established a share incentive plan, adopted on September 28, 2023, to recognize contributions from eligible participants[116]. - The total number of shares available for grants under the share incentive plan is capped at 10% of the total shares issued as of the adoption date, with a specific limit of 4% for service providers[120]. - As of April 1, 2024, and March 31, 2025, the number of rewards available under the plan is 38,562,750 shares[120]. - The individual limit for any eligible participant under the share incentive plan is set at 1% of the total issued shares[121]. - The share rewards granted under the plan must be held for a minimum of 12 months before they vest[123]. - Performance targets may be required for rewards granted under the share incentive plan, based on the company's operational or financial performance[124]. - A total of 49,680,000 shares were granted to directors under the share incentive plan, with 45,540,000 shares having vested and 4,140,000 shares remaining unexercised[133]. - The fair value of the shares granted under the plan is set at HKD 0.72 per share[137]. - The total number of shares available for future allocation under the plan is 38,562,750, representing approximately 2.82% of the total issued shares as of the report date[137]. - The company has no arrangements allowing directors to acquire shares or debt securities for profit, aside from the disclosed share incentive plan[136]. - The share incentive plan is managed by the board and the grantees, with decisions being binding on all parties[128]. - The shares granted under the plan must be held for at least 12 months before they vest to the grantees[137]. - The company has no directors participating in the share incentive plan as grantees[131]. - The shares granted to employees and service providers total 37,260,000, with 16,560,000 shares having vested and 8,280,000 shares remaining unexercised[133]. Environmental and Social Responsibility - The company has implemented a series of environmental and sustainable development measures to mitigate operational impacts on the environment[82]. - The company is committed to reducing emissions and waste while improving resource efficiency in its operations[82]. - There were no significant violations of applicable laws and regulations that materially affected the company's business operations during the year[84]. - The company relies on subcontractors for contract completion, which poses risks related to performance and project cost estimation[88]. - The company maintains good relationships with employees, offering competitive compensation to attract and retain talent[87]. - The company has faced risks related to credit risk from clients and the overall economic conditions affecting the construction industry[88]. - The company has not made any charitable donations during the fiscal year ending March 31, 2025, compared to HKD 14,000 in 2024[114]. Risk Management and Internal Controls - The company has a financial risk management policy in place, with performance analysis based on key financial performance indicators[1]. - The company has engaged an external independent consulting firm to assist the board in reviewing and monitoring the effectiveness of certain risk management and internal control systems for the year ending March 31, 2025[195]. - The risk management and internal control system includes establishing a risk register to track and record identified risks, assess and evaluate risks, and develop and update response measures[197]. - The board is responsible for evaluating and determining the nature and extent of risks acceptable in achieving strategic objectives, ensuring the establishment and maintenance of appropriate and effective risk management and internal control systems[194]. - The company has adopted a continuous risk management approach to identify and assess inherent risks that may impact the achievement of its objectives[197]. - The risk matrix is used to determine risk levels (L=low risk, M=medium risk, H=high risk) reflecting the management's level of concern and the effort required to address risks[197]. - The board has established internal control procedures regarding the handling and disclosure of inside information, ensuring compliance with disclosure regulations[199]. - The company currently does not have an internal audit function and has deemed it more cost-effective to appoint external professionals for this role given the scale, nature, and complexity of its business[195]. - The audit committee reviews the effectiveness, independence, and objectivity of the audit and non-audit services provided by the external auditor[200]. - The board will continue to review the need for internal audit functions at least annually[195].
晋景新能(01783) - 2025 - 年度财报