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大唐黄金(08299) - 2025 - 年度财报
GT GOLDGT GOLD(HK:08299)2025-07-24 08:44

Corporate Information This section provides an overview of the company's foundational details, including its governance structure, board composition, registration, and contact information Board of Directors and Committees The company's board comprises two executive and three independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance - Board members include Dr. Li Dahong (Chairman), Ms. Ma Xiaona (Executive Director), and Mr. Guo Wei, Mr. Lam Man Sum, Mr. Cheung Wai Hung (Independent Non-executive Directors)14 - The company has an Audit Committee (chaired by Mr. Lam Man Sum), a Remuneration Committee (chaired by Mr. Guo Wei), and a Nomination Committee (chaired by Mr. Guo Wei)14 Company Details The company is registered in the Cayman Islands with its principal place of business in Hong Kong, detailing legal advisors, share registrars, principal bankers, stock code, and contact information - The company's registered office is in the Cayman Islands, with its principal place of business in Wing Yip Centre, Sheung Wan, Hong Kong1819 - The company's stock code is 8299, and its official website is http://www.gt-gold.com[20](index=20&type=chunk) Chairman's Statement This report highlights the company's strategic focus on technical upgrades and AI integration for future growth, alongside its commitment to sustainable expansion Fiscal Year 2024-25 Overview Fiscal Year 2024-25 demonstrated the company's resilience, focusing on technical upgrades at its subsidiary Taizhou Mining to establish a foundation for future growth - Fiscal Year 2024-25 was a year of resilience and consolidation, with the company focusing on technical upgrades at its production subsidiary, Taizhou Mining, amidst domestic and international challenges22 - Upon completion of technical upgrades, gold production is expected to increase significantly, driving revenue and profitability growth against a backdrop of relatively stable mining and processing costs and anticipated rising gold prices23 - The company plans to achieve robust growth by acquiring gold and gold polymetallic mines in adjacent areas, prioritizing those already in production or with production potential24 Strategic Initiatives and Future Outlook The company initiated AI model development with a leading industrial AI firm to optimize mining operations and plans to commercialize these solutions for revenue diversification, aiming for sustained high growth through organic expansion and strategic acquisitions - The company collaborated with a leading industrial AI enterprise in mainland China to develop AI models, initially focusing on optimizing exploration plans, with plans to extend applications across the entire mining, processing, and smelting value chain to enhance operational efficiency29 - The company has deepened its partnership with AI developers through a newly established joint venture and collaborated with global mining technology authority SRK Consulting to refine AI-driven mining models29 - The company aims to commercialize these AI solutions, expanding into broader industrial scenarios to diversify revenue streams29 Management Discussion and Analysis This section reviews the group's financial performance, liquidity, operational activities, and future outlook, detailing key business developments and financial positions Business Review The company's primary business is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining, producing gold concentrate and gold ingots - The company's principal activity is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining, producing gold concentrate and gold ingots3337 Financial Review For the year ended March 31, 2025, group revenue significantly increased by 81.8% to HKD 1.314 billion, driven by extended refining production and higher average gold prices, while net profit attributable to owners rose to HKD 66.6 million 2025 Fiscal Year Key Financial Data | Indicator | 2025 (HKD) | 2024 (HKD) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 1,314,100,000 | 722,700,000 | +81.8% | | Gross Profit | 103,800,000 | 83,800,000 | +23.8% | | Gross Profit Margin | 7.9% | 11.6% | -3.7% | | Selling and Distribution Expenses | 1,300,000 | 1,900,000 | -30.8% | | Administrative Expenses | 26,700,000 | 24,500,000 | +9.0% | | Profit for the Year | 94,900,000 | 76,000,000 | +24.9% | | Net Profit Attributable to Owners | 66,600,000 | 55,300,000 | +20.4% | | Earnings Per Share | 0.95 HK cents | 0.92 HK cents | +3.3% | - The decrease in gross profit margin was primarily due to the company needing to purchase more gold concentrate from other mines to meet the capacity of its large refinery, where refining typically yields lower gross margins3640 - The company acquired a gold refinery to establish a complete gold production chain, enhance revenue scale and profit potential, recover other mineral resources like silver, copper, and lead, and enter the end-user market for future growth and business diversification3640 Liquidity, Financial Resources and Funding As of March 31, 2025, cash and cash equivalents decreased to HKD 29.5 million, net current assets significantly declined to HKD 19.6 million, and inventory substantially increased to HKD 401.2 million, reflecting changes in financial structure 2025 Fiscal Year Liquidity and Financial Resources | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 29,500,000 | 47,500,000 | Decrease of 18,000,000 | | Net Current Assets | 19,600,000 | 174,600,000 | Decrease of 155,000,000 | | Inventories | 401,200,000 | 149,400,000 | Increase of 251,800,000 | | Non-current Other Payables | 139,900,000 | 345,100,000 | Decrease of 205,200,000 | | Current Ratio | 1.04 | 1.87 | Decrease | | Gearing Ratio | 15.5% | 27.3% | Decrease | | Trade and Other Payables (Current) | 451,400,000 | 132,700,000 | Increase of 318,700,000 | - The significant decrease in non-current other payables was primarily due to the settlement of most of the standby financing arrangement with Tongguan County Huineng Nonferrous Technology Co., Ltd. (the largest single creditor) through gold concentrate purchases, and the waiver of compensation payments from some former directors and supervisors5254 - The significant increase in inventories was mainly due to an increase in finished goods (gold ingots), as management anticipated rising gold prices and held onto gold ingots for higher-priced sales5761 - The group's monetary assets and transactions are primarily denominated in HKD or RMB, resulting in minimal foreign exchange exposure6768737580 Significant Investments, Acquisitions, and Disposals The group did not undertake any significant investments, acquisitions, or disposals of subsidiaries during the year, focusing on existing business development and exploring future growth opportunities - The group did not undertake any significant investments, material acquisitions, or disposals of subsidiaries and associates during the year7681 - The company is focused on developing and strengthening its existing businesses, while exploring investment opportunities to broaden revenue streams, enrich reserves and resources, and enhance profitability, ultimately aiming to deliver substantial returns to shareholders7781 Employees and Remuneration Policies As of March 31, 2025, the group had 154 employees primarily in mainland China and Hong Kong, with total staff costs of approximately HKD 21.9 million, and remuneration policies are based on industry practice and performance 2025 Fiscal Year Employee and Remuneration Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 154 | 173 | | Total Staff Costs | 21,900,000 HKD | 18,400,000 HKD | - The group's remuneration policy is based on industry practice and individual employee performance, while the directors' remuneration policy aims to attract, motivate, and retain qualified directors by offering balanced and competitive compensation8487 Relationships with Employees, Customers, and Suppliers The group values employees as key to sustainable development, aims to provide comprehensive solutions to customers, and fosters deep cooperation with suppliers to create competitive advantages - The directors believe employees are crucial for the group's sustainable development and are committed to maintaining good working relationships and enhancing product quality8588 - The group aims to provide comprehensive solutions to customers and establish a vertical supply chain management system through resource integration and supplier screening management8689 - The group's goal is to deepen cooperation with strategic suppliers, create competitive advantages in the value chain, enhance social and environmental impact, and ensure suppliers uphold similar sustainability stances9095 Outlook The group plans to accelerate gold mining and production expansion through technical upgrades and asset acquisitions, aiming for significant output increases, while also exploring AI-driven mining models and gold jewelry e-commerce for revenue diversification - The group will accelerate gold mining and production expansion through technical upgrades and mining asset acquisitions, expecting a significant increase in gold output this year and sustained growth in the coming years919296 - The group plans to acquire multiple gold and gold polymetallic mines, either already in production or with production potential, within the next three to four years to substantially increase total gold resources, reserves, and annual production capacity9396 - The group established an intelligent mining joint venture with a leading industrial AI developer in mainland China and partnered with SRK Consulting to develop AI-driven mining models, aiming to enhance exploration, mining, and smelting efficiency, and commercialize AI solutions for revenue diversification97102 - The group also plans to enter the gold jewelry live e-commerce business, attracting young, brand-conscious customers through innovative designs and IP applications97102 Mineral Exploration, Mine Development, and Ore Mining Activities During the year, Taizhou Mining completed approximately 19,212 meters of various roadway excavations and other mine development projects, with total mine development expenditure of approximately HKD 117.9 million - Taizhou Mining primarily completed various mine development projects during the year, including approximately 19,212 meters of roadway excavation, 1,537 meters of ramp excavation, 2,305 meters of ore pass excavation, and 5,763 meters of track laying and ditch excavation99104 2025 Fiscal Year Mineral Activity Expenditures | Activity Type | 2025 (HKD) | | :--- | :--- | | Total Mine Development Expenditure | 117,900,000 | | Total Mineral Exploration Expenditure | 2,400,000 | | Total Ore Mining Expenditure | 31,000,000 | Resources and Reserves As of March 31, 2025, the group's gold resources and reserves were updated according to JORC Code (2012 Edition), with total Measured + Indicated Resources of 5,404 thousand tonnes containing 32,982 kilograms of gold - Resources and reserves data are based on a technical due diligence review completed by SRK Consulting China Ltd in August 2024 and comply with the JORC Code (2012 Edition)107108 Gold Resources as of March 31, 2025 (1.2 g/t cut-off grade) | Indicator | Tonnage (thousand tonnes) | Grade (g/t, gold) | Contained Metal (kilograms, gold) | | :--- | :--- | :--- | :--- | | Measured Resources | 4,094 | 6.12 | 25,047 | | Indicated Resources | 1,310 | 6.04 | 7,935 | | Total Measured + Indicated Resources | 5,404 | 6.10 | 32,982 | | Inferred Resources | 680 | 6.03 | 4,089 | | Total | 6,084 | 6.09 | 37,071 | Gold Ore Reserves as of March 31, 2025 (1.7 g/t cut-off grade) | Indicator | Tonnage (thousand tonnes) | Grade (g/t, gold) | Contained Metal (kilograms, gold) | | :--- | :--- | :--- | :--- | | Proved Ore Reserves | 3,919 | 5.40 | 21,170 | | Probable Ore Reserves | 803 | 5.20 | 4,235 | | Total | 4,722 | 5.38 | 25,405 | Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's executive directors, independent non-executive directors, and senior management team Executive Directors Dr. Li Dahong (67) serves as Executive Director and Chairman with over 25 years of investment banking and finance experience, while Ms. Ma Xiaona (50) is an Executive Director and Compliance Officer with over 20 years of project finance and M&A experience in China and Hong Kong - Dr. Li Dahong (67) has over 25 years of experience in investment banking, M&A, and other financial businesses, holding a Ph.D. in Civil Engineering from the University of Toronto, Canada, and graduating from Tsinghua University's Department of Civil and Environmental Engineering111113 - Ms. Ma Xiaona (50) has over 20 years of experience in project finance, joint ventures, and M&A in both mainland China and Hong Kong, covering gold mines, other resource mining, traditional manufacturing, and high-tech industries112114 Independent Non-executive Directors Mr. Guo Wei (70) has over 30 years of management experience, Mr. Lam Man Sum (69) is a member of multiple professional accounting bodies, and Mr. Cheung Wai Hung (44) is a Chartered Tax Adviser and Certified Public Accountant - Mr. Guo Wei (70) has served as Chairman of Zhejiang Ruifeng Investment Co., Ltd. since 2004, possessing over 30 years of management experience, including 20 years as a corporate leader115116 - Mr. Lam Man Sum (69) is a member of several professional bodies, including the Institute of Chartered Accountants in England and Wales, the Association of Chartered Certified Accountants, and the Hong Kong Institute of Certified Public Accountants, and is currently a partner at Grant Thornton Hong Kong Limited117118 - Mr. Cheung Wai Hung (44) is a Chartered Tax Adviser of the Taxation Institute of Hong Kong, a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants, and a Fellow of the Association of Chartered Certified Accountants, currently serving as Financial Controller of Wai Chi Holdings Limited119122 Senior Management Mr. Ma Qianzhou (67) possesses over 30 years of senior management experience in China's gold mining sector, and Ms. Li Qihua serves as Company Secretary, specializing in capital markets and corporate finance - Mr. Ma Qianzhou (67) has over 30 years of senior management experience in gold mining, exploration, ore processing, refining, and M&A in China, currently serving as President of Tongguan County Gold Association and General Manager and Director of Taizhou Mining120123 - Ms. Li Qihua has served as Company Secretary since February 2020, is a practicing solicitor in Hong Kong, and specializes in capital markets and corporate finance matters121124 Report of the Directors This report outlines the company's principal activities, key risks, compliance, environmental performance, financial results, corporate governance, and shareholder information Principal Activities and Business Review The company's principal business is investment holding, with its subsidiaries engaged in gold exploration, mining, mineral processing, and refining, with a detailed business review provided in the Chairman's Statement and MD&A - The company's principal business is investment holding, with its main subsidiaries engaged in gold exploration, mining, mineral processing, and refining127131 - The business review and discussion of future business development for the year are included in the Chairman's Statement and Management Discussion and Analysis128132 Principal Risks and Uncertainties The group faces key risks including gold price volatility, inherent investment risks in mineral exploration and mining, changes in government regulations, increasingly stringent environmental protection requirements, and financial funding needs - Gold Price Volatility: China's gold prices are highly influenced by international gold prices (denominated in USD) and the USD/RMB exchange rate; global economic conditions, monetary policies, inflation, and geopolitical factors are beyond the group's control and significantly impact its revenue, cash flow, and profitability129133 - Investment Risks: Mineral exploration and mining investments are inherently high-risk, requiring substantial capital expenditure, and results may not meet expectations; the group mitigates risks through risk assessment, engaging professionals, adopting AI-assisted solutions, and business diversification (e.g., providing technical services, exploring the gold end-consumer market)135136137138 - Government Regulations: Mining activities are affected by various government policies, standards, permits, and regulations, such as mining rights consolidation and lengthy, uncertain approval processes; the group addresses this by close cooperation with government agencies, expanding mining permit scope, and closely monitoring policy developments140141 - Environmental Protection: The nationwide green mine construction campaign has led to increasingly stringent environmental regulations, potentially increasing operating costs and causing temporary production interruptions; the group has formulated environmental policies, taken proactive measures, reserved financial and material resources, and strengthened management training to ensure compliance143144 - Financial Risks: The group requires sufficient funding for working capital, debt repayment, development, and acquisitions; financial management involves expanding the revenue base, enhancing profitability, and raising capital as needed to ensure cash flow and achieve profit targets, which are crucial for financial health146148 Compliance with Relevant Laws and Regulations As of the report date, the group has complied in all material respects with relevant laws and regulations in the Cayman Islands, Hong Kong, and the People's Republic of China - For the year and up to the date of this report, the group has complied in all material respects with all relevant laws and regulations of the Cayman Islands, Hong Kong, and the People's Republic of China concerning its business operations147149 Environmental Policies and Performance The group's environmental policy aims to protect natural and social environments, ensure regulatory compliance, and achieve sustainable operations through impact assessments, emission controls, waste management, and land reclamation, with no environmental claims or penalties incurred this year - The group's environmental policy aims to protect the natural and social environment, ensure full compliance with all applicable regulatory requirements and standards, and achieve sustainable operations151155 - The group adopts proactive and effective measures, including conducting preliminary impact assessments for new projects, planning production activities with environmental considerations, controlling and gradually reducing greenhouse gas emissions, collecting and treating all waste at source, recycling and reusing treated waste where possible, minimizing environmental discharges, and reclaiming areas affected by mining activities151155 - During the year, the group did not face any environmental claims, lawsuits, fines, or disciplinary actions152157 Financial Results and Summaries The group's financial performance for the year is presented in the consolidated statement of profit or loss and other comprehensive income, with no dividend recommended by the Board - The group's performance for the year is presented in the consolidated statement of profit or loss and other comprehensive income (page 111)153158 - The Board does not recommend the payment of any dividend for the year161168 - A five-year financial summary can be found on page 236, and details of changes in property, plant and equipment and share capital are disclosed in notes 16 and 31 to the consolidated financial statements, respectively162163164169170171 Corporate Governance and Shareholder Information The Audit Committee reviewed the audited consolidated financial statements, the company issued 1,130,434,782 new ordinary shares upon convertible bond exercise, and sales to the top five customers accounted for 100% of total sales - The Audit Committee has reviewed the company's audited consolidated financial statements for the year ended March 31, 2025167174 - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities178184 - During the year, the company issued 1,130,434,782 new ordinary shares upon the exercise of conversion rights attached to convertible bonds178184 - As of March 31, 2025, the company had no reserves available for distribution to shareholders180186 - For the year, sales to the group's top five customers accounted for approximately 100% of total sales, with the largest customer accounting for approximately 65.3%; purchases from the top five suppliers accounted for approximately 100% of total purchases, with the largest supplier accounting for approximately 91.5%181187 Directors and Service Contracts As of the report date, the Board comprises Dr. Li Dahong, Ms. Ma Xiaona (Executive Directors), and Mr. Guo Wei, Mr. Lam Man Sum, Mr. Cheung Wai Hung (Independent Non-executive Directors), all with three-year service contracts subject to rotation provisions - As of the date of this report, the Board members include Executive Directors Dr. Li Dahong and Ms. Ma Xiaona, and Independent Non-executive Directors Mr. Guo Wei, Mr. Lam Man Sum, and Mr. Cheung Wai Hung190194 - Mr. Cheung Wai Hung's service contract is for a term of three years from September 27, 2024; Dr. Li Dahong and Mr. Lam Man Sum's service contracts are for a term of three years from September 28, 2023; Ms. Ma Xiaona and Mr. Guo Wei's service contracts are for a term of three years from September 22, 2025190191193 - The directors' terms of service are subject to the provisions for retirement by rotation as set out in the company's articles of association191193 Management Contracts and Retirement Benefit Schemes The company had no management contracts during the year and provides defined contribution retirement benefit schemes for employees in Hong Kong and mainland China, with no work-related fatalities in the past three years - The company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business during the year197201 - The group implements a Mandatory Provident Fund retirement benefit scheme for Hong Kong employees and a central pension scheme for employees of its mainland China subsidiaries, both being defined contribution schemes198202 - The group's contributions to defined contribution schemes are fully and immediately vested in employees, and there have been no work-related fatalities in the past three years19920272409 Directors' Interests and Share Option Scheme As of March 31, 2025, directors and chief executives held interests in the company's shares, primarily through share options, with major shareholder Mr. Ma Qianzhou and his spouse Ms. Zhao Yuebing holding a majority interest, and a share option scheme adopted in 2021 to incentivize staff Directors' Interests in Shares and Related Shares as of March 31, 2025 | Director Name | Nature of Interest | Number of Ordinary Shares Held | Number of Related Ordinary Shares | Approximate Shareholding Percentage | | :--- | :--- | :--- | :--- | :--- | | Dr. Li Dahong | Beneficial Owner | – | 23,948,516 | 0.32% | | Ms. Ma Xiaona | Beneficial Owner | – | 20,954,950 | 0.28% | | Mr. Cheung Wai Hung | Beneficial Owner | – | 2,993,564 | 0.04% | | Mr. Guo Wei | Beneficial Owner | – | 2,993,564 | 0.04% | | Mr. Lam Man Sum | Beneficial Owner | – | 2,993,564 | 0.04% | | Total | | – | 53,884,158 | 0.73% | - Major shareholder Mr. Ma Qianzhou holds 4,029,354,894 shares (54.24%) of the company, and his spouse Ms. Zhao Yuebing holds 179,613,860 shares (2.42%), with both considered to have mutual interests224225 - The company adopted a share option scheme on September 27, 2021, with a ten-year validity, aimed at incentivizing employees and recruiting talent229230233 - As of the date of this annual report, the total number of shares available for issue under the share option scheme is 89,806,930 shares, representing 1.21% of the company's issued shares236239 Share Option Movements as of March 31, 2025 | Participant Category Name | April 1, 2024 | Granted | Exercised | Lapsed | Cancelled | March 31, 2025 | Grant Date | Exercise Period | Exercise Price (HKD/share) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Directors | 53,884,158 | – | – | – | – | 53,884,158 | 31-8-23 | 31-8-23-30-8-33 | 0.117 | | Employees (Cumulative) | 22,577,564 | – | – | – | – | 22,577,564 | 24-5-22/31-8-23 | 24-5-22-23-5-32/31-8-23-30-8-33 | 0.088/0.117 | | Consultants | 12,785,564 | – | – | – | – | 12,785,564 | 24-5-22/31-8-23 | 24-5-22-23-5-32/31-8-23-30-8-33 | 0.088/0.117 | | Total | 89,247,286 | – | – | – | – | 89,247,286 | | | 0.144 (Weighted Average) | Related Party Transactions and Emolument Policy Related party transactions primarily involve loans from major shareholders and directors, which are unsecured, interest-free, and repayable on demand, complying with GEM Listing Rules for exempted connected transactions, while remuneration policies are performance-based - Related party loans primarily originated from Ms. Zhao Yuebing, Mr. Ma Qianzhou, and Mr. Zhou Yong, which have been included in the borrowing balance and are interest-free, unsecured, and repayable on demand2482522261133113411351136113711381139 - These related party transactions comply with the exempted connected transaction requirements under Chapter 20 of the GEM Listing Rules, exempting them from reporting, announcement, or independent shareholders' approval requirements248249252 - The group's remuneration policy is based on employee performance, experience, and market rates, while directors' remuneration considers their experience, company responsibilities, and market conditions250253 Sufficiency of Public Float and Use of Proceeds As of the report date, the company maintained at least 25% public float, complying with GEM Listing Rules, and net proceeds of approximately HKD 41.1 million from a share subscription were primarily used for technical upgrade projects and general working capital - As of the date of this report, at least 25% of the company's total issued shares are held by the public, complying with the GEM Listing Rules251254 - On March 22, 2024, the company entered into a subscription agreement with King Tower Global Absolute Return Fund SPC to subscribe for 310,638,298 new ordinary shares at HKD 0.141 per share256259 Use of Net Proceeds from Subscription (as of March 31, 2025) | Intended Use | Actual Net Proceeds (HKD thousands) | Actual Use as of Report Date (HKD thousands) | Unused Net Proceeds as of Report Date (HKD thousands) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | | Technical Upgrade Projects | 26,100 | 20,500 | 5,600 | On or before September 2025 | | General Working Capital | 15,000 | 15,000 | – | Used as intended | | Total | 41,100 | 35,500 | 5,600 | | Event After the Reporting Period and Auditor Subsequent to the reporting period, the company established AI Mining Company Limited in Hong Kong on June 2, 2025, with 51% ownership, focusing on AI model development for mining, and the consolidated financial statements were audited by Evergreen (Hong Kong) CPA Limited - On June 2, 2025, the company established a joint venture, AI Mining Company Limited, in Hong Kong, with the company owning 51% equity, primarily engaged in developing artificial intelligence models for the mining sector266267 - The consolidated financial statements for the year were audited by Evergreen (Hong Kong) CPA Limited270273 - Evergreen (Hong Kong) CPA Limited was appointed on March 5, 2024, to fill the vacancy left by the resignation of the previous auditor, aiming to address growing global gold demand and rising gold prices, and prepare for future overseas business expansion271273 Environmental, Social and Governance Report This report, prepared in accordance with GEM Listing Rules Appendix C2, outlines the company's ESG initiatives, with the Board overseeing ESG matters, assessing risks, and setting policies, supported by annual materiality assessments and stakeholder engagement Objectives and Governance Structure This report, prepared in accordance with GEM Listing Rules Appendix C2, outlines the company's ESG initiatives, with the Board overseeing ESG matters, assessing risks, and setting policies, supported by annual materiality assessments and stakeholder engagement - This report is prepared in accordance with Appendix C2 "Environmental, Social and Governance Reporting Guide" of the GEM Listing Rules, presenting the ESG measures and activities of the company and its subsidiaries for the year ended March 31, 2025276279 - The Board plays a primary role in overseeing the group's ESG matters, assessing ESG-related risks, and formulating policies, ensuring that management and the ESG working team have the necessary tools and resources277280 - The group conducts a comprehensive materiality assessment annually, identifying and prioritizing 24 significant ESG issues covering environmental, social, and operational aspects through communication with stakeholders281282286287303304 Reporting Principles and Scope The report adheres to four principles—materiality, quantitative, balance, and consistency—focusing on Taizhou Mining's gold exploration, mining, and mineral processing operations, covering environmental protection and social responsibility policies - This report adheres to four key principles: materiality, quantitative, balance, and consistency289290293294 - The report's scope primarily focuses on the gold exploration, mining, and mineral processing operations of Tongguan County Taizhou Mining Co., Ltd. (Taizhou Mining), with gold concentrate as its product291292295 - Taizhou Mining completed multiple mine development projects in 2025, including roadway excavation, ramp excavation, ore pass excavation, and track laying and ditch excavation292295 - The group actively participates in activities to help vulnerable communities, considering social responsibility as its fundamental duty296298 Stakeholder Engagement and Materiality Assessment The group maintains regular communication with stakeholders through various channels to understand their expectations, conducting annual materiality assessments to identify and prioritize 24 key ESG issues impacting business and stakeholders - The group emphasizes establishing regular communication mechanisms with stakeholders, setting up online and offline communication channels to timely articulate sustainable development strategic plans and performance, and solicit feedback and requirements from all parties297300 - Stakeholders include shareholders, employees, government and regulatory bodies, customers, suppliers, communities, institutional and individual investors, whose expectations cover financial performance, information transparency, robust risk control, career development, salary and benefits, safe working environment, compliant operations, product quality, customer privacy, integrity in cooperation, environmental protection, and employment opportunities298301302 - In 2025, the group conducted a comprehensive materiality assessment, identifying and determining 24 issues covering greenhouse gas emissions, energy consumption, employee welfare, occupational health and safety, supply chain management, customer privacy, anti-corruption, and community investment303304305309 Environmental Performance The group is committed to minimizing environmental impact from mining activities, strictly adhering to environmental laws, setting reduction targets for air pollutants and greenhouse gas emissions, and implementing measures for waste, wastewater, and noise management, with no harmful waste generated - The group is committed to reducing the environmental impact of its mining activities, production activities, and products, strictly complying with relevant environmental laws and regulations such as the "Environmental Protection Law of the People's Republic of China"311316318358361 2025 Fiscal Year Air Pollutant Emissions | Pollutant Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides (NOx) | grams | 7,233 | 7,357 | | Sulfur Oxides (SOx) | grams | 132 | 138 | | Particulate Matter (PM) | grams | 476 | 522 | - The group has set a target to reduce the emission density of nitrogen oxides, sulfur oxides, and particulate matter by 3% by 2029322323 2025 Fiscal Year Greenhouse Gas Emissions | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | GHG Emissions (Scope 1) | kg CO2e | 33,072 | 28,029 | | GHG Emissions (Scope 2) | kg CO2e | 5,329,688 | 4,656,315 | | GHG Emissions (Scope 3) | kg CO2e | 13,764 | 6,533 | | Total GHG Emissions | kg CO2e | 5,376,524 | 4,690,877 | | Total Production | tonnes | 66,012 | 66,663 | | GHG Intensity | kg CO2e/tonne | 81 | 70 | - The group has set a target to reduce the greenhouse gas emission density for Scope 1, Scope 2, and Scope 3 by 3% by 2029329330 - The group controls micro-dust waste emissions through measures such as wet drilling, ventilation fans, regular cleaning of rock surfaces, automatic feeding systems, wet mining agents, fully enclosed workshops, and dense mesh336337339 - The group has constructed wastewater treatment facilities, recycling all treated wastewater back to the beneficiation plant, with no direct discharge into the environment under normal operations, and complies with the "Integrated Wastewater Discharge Standard"338340341342343344 - The group's mining waste rock is crushed and used for road paving and underground backfilling, with remaining waste stored in designated waste rock dumps, and measures taken to prevent soil erosion; no hazardous waste was generated during production346347348 2025 Fiscal Year Waste Generation | Waste Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Hazardous Waste | tonnes | Not Applicable | Not Applicable | | Total Non-hazardous Waste | tonnes | 18,346 | 18,059 | | Non-hazardous Waste Intensity | tonnes/tonne of product | 0.28 | 0.28 | - The group has set a target to reduce non-hazardous waste intensity by 3% by 2029351352 - The group controls noise through measures such as silencers, vibration reduction methods, soundproof rooms, and rubber linings, and selects mining areas away from residential zones, strictly complying with the "Industrial Enterprise Boundary Noise Standard"353354355356 2025 Fiscal Year Resource Consumption Data | Indicator | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Electricity Consumption | kWh | 9,098,213 | 7,950,000 | | Fuel Consumption | kWh | 401,123 | 554,385 | | Total Energy Consumption | kWh | 9,499,336 | 8,504,385 | | Energy Consumption Intensity | kWh/tonne of product | 144 | 128 | | Water Consumption | cubic meters | 22,847 | 10,783 | | Water Consumption Intensity | cubic meters/tonne of product | 0.35 | 0.16 | - The group has set a target to reduce energy consumption intensity and water consumption intensity by 3% by 2029369370 - The group implements measures such as upgrading high-voltage lines, replacing equipment and lines to enhance production capacity and reduce line losses, and implementing water-saving and consumption reduction initiatives, including industrial wastewater recycling363364366 - The group continuously monitors the potential impact of climate change on its business and operations, regularly reviews government policies and market trends, and develops plans to address physical and transition risks based on the Task Force on Climate-related Financial Disclosures framework376377378379 Social Performance The group is dedicated to providing a fair and non-discriminatory work environment, safeguarding employee rights, ensuring occupational health and safety, prohibiting child and forced labor, maintaining a robust supply chain, ensuring product quality, and actively engaging in anti-corruption and community investment initiatives - The group is committed to providing a non-discriminatory, equal opportunity work environment, safeguarding employee rights in terms of remuneration, dismissal, recruitment, promotion, rest periods, and annually reviews its employment policies380381382384385386 2025 Fiscal Year Employee Composition (excluding Independent Non-executive Directors) | Category | 2025 | 2024 | | :--- | :--- | :--- | | By Gender | | | | Male | 127 (82%) | 148 (86%) | | Female | 27 (18%) | 25 (14%) | | By Age Group | | | | Under 30 | 7 (5%) | 7 (4%) | | 30 to 50 | 79 (51%) | 98 (57%) | | Over 50 | 68 (44%) | 68 (39%) | | By Employment Category | | | | Full-time | 154 (100%) | 173 (100%) | | By Geographical Region | | | | Hong Kong | 9 (6%) | 8 (5%) | | China | 145 (94%) | 165 (95%) | | Total | 154 (100%) | 173 (100%) | 2025 Fiscal Year Employee Turnover Rate | Category | 2025 | 2024 | | :--- | :--- | :--- | | By Gender | | | | Male | 18% | 6% | | Female | – | 13% | | By Age Group | | | | Under 30 | 29% | 14% | | 30 to 50 | – | – | | Over 50 | 1% | 16% | | By Region | | | | China | 16% | 7% | - The group places high importance on occupational health and safety, requiring employees to comply with safety instructions, attend safety training, and be equipped with necessary safety equipment, and passes government safety inspections; in the past three years, the group has had no employee fatalities due to work-related accidents398399400401409410 - The group strictly adheres to rules and regulations for explosive use, maintaining approved dedicated isolated explosive storage facilities and implementing stringent access control measures to ensure safety405406 - The group provides continuous training for employees, including new employee induction training and on-the-job training, to enhance skills and knowledge; in 2025, the employee training percentage was 95%, with an average training duration of 5.8 hours413416417418419420421422 - The group strictly enforces recruitment procedures to prevent child and forced labor, complying with relevant laws and regulations such as the "Labor Law of the People's Republic of China" and the "Labor Contract Law"427428430431432 - The group establishes a comprehensive vertical supply chain management system through resource integration and supplier screening management, maintaining long-term cooperative relationships with suppliers to ensure stable supply433434435 Number of Key Suppliers as of End of 2025 (by Region) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Mainland China | 11 | 10 | - The group ensures product quality and gold content through independent laboratory sampling and testing, complying with the "Product Quality Law of the People's Republic of China"; in 2025, no products were returned due to safety or health issues, and no customer complaints were received439440443444448452 - The group maintains confidentiality of commercial information and customer data, establishes strict employee codes of conduct, and complies with anti-corruption laws and regulations such as the "Prevention of Bribery Ordinance" and the "Anti-Unfair Competition Law of the People's Republic of China"; in 2025, there were no bribery or corruption allegations446447449450453454455456457460461 - The group actively participates in community welfare and environmental restoration activities, encourages employee involvement in public welfare, prioritizes hiring local villagers, and is committed to exploring more community investment opportunities462463464 Corporate Governance Report This report describes the company's corporate governance practices, board composition, committee functions, risk management, and commitment to investor relations and shareholder rights Corporate Governance Practices and Culture The company is committed to maintaining high standards of corporate governance, adopting the GEM Listing Rules Corporate Governance Code, and fostering a proactive corporate culture that emphasizes investment value, environmental protection, and financial objectives - The company is committed to achieving and maintaining the highest standards of corporate governance, having adopted the Corporate Governance Code and Corporate Governance Report provisions set out in Appendix C1 of the GEM Listing Rules466467469 - While the roles of Chairman and Chief Executive Officer should be separate, the Chairman role was held by Dr. Li Dahong during the year, and the CEO position was vacant; the Board will continue to review the existing structure and fill the CEO position when appropriate468469 - The group upholds a proactive corporate culture that guides employee behavior and ensures alignment of the company's vision, mission, policies, and business strategies, including maintaining investment value and reputation, prioritizing environmental protection and occupational health and safety, delivering high-quality products on time, encouraging diversity and innovation, controlling costs, and achieving financial objectives470471475 Board Composition and Diversity The Board consists of two executive and three independent non-executive directors, possessing balanced experience and qualifications, and adheres to a diversity policy considering professional experience, skills, gender, age, and background to enhance decision-making - The Board comprises five directors, including two executive directors and three independent non-executive directors485489 - The company has adopted a Board Diversity Policy, recognizing it as a key element for maintaining good corporate governance, achieving sustainable development, and fulfilling strategic objectives492495 - The concept of diversity encompasses multiple dimensions, including professional experience, business acumen, skills, knowledge, gender, age, cultural and educational background, ethnicity, and length of service492495 - Measurable objectives of the Board Diversity Policy include: at least one-third of members being independent non-executive directors; at least three members being independent non-executive directors; and at least one member possessing appropriate professional qualifications or expertise in accounting or related financial management501 - As of March 31, 2025, the company had achieved the measurable objectives under its Board Diversity Policy497499 Mechanisms to Ensure Independent Views and Directors' Attendance The company ensures independent opinions through annual reviews by the Nomination Committee, requiring independent non-executive directors to confirm their independence and recuse themselves from conflicts of interest, with high attendance rates at Board and committee meetings - The Nomination Committee annually reviews the Board's composition and the independence of independent non-executive directors to ensure the Board receives independent advice and perspectives502503504 - Independent non-executive directors have confirmed their independence in accordance with Rule 3.13 of the Listing Rules, and the company considers all independent non-executive directors to be independent504 - The Board Chairman holds at least one meeting annually with the independent non-executive directors, and all directors may seek independent professional advice when necessary504 2025 Fiscal Year Directors' Meeting Attendance Record | Director Name | Board Meetings | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | General Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Dr. Li Dahong | 7/7 | – | – | – | 1/1 | | Ms. Ma Xiaona | 7/7 | – | 3/3 | 2/2 | 1/1 | | Mr. Guo Wei | 7/7 | 3/3 | 3/3 | 2/2 | 1/1 | | Mr. Lam Man Sum | 7/7 | 3/3 | 3/3 | 2/2 | 1/1 | | Mr. Cheung Wai Hung | 7/7 | 3/3 | – | – | 1/1 | Corporate Governance Function and Directors' Training The Board is responsible for establishing and reviewing corporate governance policies, overseeing director training, ensuring legal compliance, and developing codes of conduct, with all directors engaging in continuous professional development - The Board is responsible for formulating and reviewing the group's corporate governance policies, overseeing the training of directors and senior management, ensuring compliance with laws and regulations, establishing codes of conduct, and reviewing the company's adherence to these codes507509515 - All directors participate in continuous professional development to develop and update their knowledge and skills, ensuring their contributions to the Board are informed and relevant509510512513 Board Committees and Nomination Policy The company has Audit, Remuneration, and Nomination Committees to assist the Board, with the Audit Committee reviewing financial information, the Nomination Committee assessing board structure and candidate suitability, and the Remuneration Committee setting compensation policies - The company has established an Audit Committee, a Remuneration Committee, and a Nomination Committee to assist the Board in fulfilling its responsibilities, with adequate resources and access to external professional advice517521 - The primary responsibilities of the Audit Committee are to review the company's financial information, oversee the financial reporting process, risk management, and internal control systems, and maintain a relationship with the auditor518522 - The primary responsibilities of the Nomination Committee are to review the Board's structure, identify qualified candidates, assess the independence of independent non-executive directors, and make recommendations for director appointments526529 - The selection criteria for the nomination policy include candidates' ethnicity, reputation, character, integrity, qualifications, skills, knowledge, business judgment, and experience relevant to the group's business, as well as factors related to the Board Diversity Policy531534536 - The primary responsibilities of the Remuneration Committee are to formulate transparent remuneration policies and packages for directors and senior management, and to review and/or approve matters related to share schemes546549 2025 Fiscal Year Senior Management Remuneration Range | Remuneration Range (HKD) | Number of Individuals | | :--- | :--- | | Zero to 1,000,000 | 6 | | 1,000,001 to 6,000,000 | 1 | Auditors' Remuneration and Dividend Policy For fiscal year 2025, auditor fees for annual audit services were HKD 1.43 million, and the company's dividend policy aims to distribute surplus funds to shareholders after meeting operational and development needs, considering various financial factors 2025 Fiscal Year Auditor Remuneration | Service Category | Amount (HKD) | | :--- | :--- | | Annual Audit Services | 1,430,000 | | Non-audit Services | – | - The company's dividend policy aims to distribute surplus funds to shareholders after deducting operational needs and requirements for current and future business development556560 - When deciding on dividend payments, the Board considers factors such as financial performance, profits, losses and distributable reserves, working capital and liquidity needs, gearing ratio, capital requirements, company development plans, and shareholders' interests561564 - The Board reserves the sole and absolute right to update, amend, change, and/or cancel the dividend policy, and does not guarantee the payment of any specific amount of dividend in any given period562565 Accountability, Risk Management and Internal Control Systems Directors are responsible for preparing fair financial statements and maintaining effective risk management and internal control systems, with annual reviews by independent professionals and an adopted inside information policy to ensure timely disclosure - Directors are responsible for preparing true and fair financial statements and for implementing the internal controls necessary to ensure that the financial statements are free from material misstatement, whether due to fraud or error566567 - The Board is collectively responsible for assessing and determining the nature and extent of risks it is willing to undertake in achieving the group's strategic objectives, and for ensuring that appropriate and effective risk management and internal control systems are established and maintained567568 - The group has engaged independent professionals (internal control experts) to perform internal audit functions and conduct annual reviews of the effectiveness of the risk management and internal control systems for the reporting period574576 - The Board has approved and adopted an inside information policy and procedures to provide guidance to directors, management, and relevant employees, ensuring that inside information is disseminated to the public in an equal and timely manner in accordance with applicable laws and regulations575576 Investor Relations and Shareholders' Rights The company promotes two-way communication with shareholders through various reports and channels, ensuring shareholder rights by requiring independent resolutions for significant issues and allowing shareholders to request special general meetings and submit inquiries - The company encourages two-way communication with shareholders, providing extensive information through quarterly, interim, and annual reports, and maintaining communication channels such as mail, telephone, fax, and email577579 - To protect shareholders' rights, independent resolutions are proposed for shareholders' consideration and voting on significant issues (including the election of individual directors) at shareholder meetings, and all resolutions are voted on by poll578580 - Shareholders holding not less than one-tenth of the paid-up share capital have the right to requisition the Board or the company secretary to convene a special general meeting in writing581582 - Shareholders have the right to submit written inquiries to the Board and to propose resolutions at general meetings583584585586 Independent Auditor's Report This report presents the auditor's opinion on the consolidated financial statements, highlights key audit matters, and outlines the responsibilities of both directors and the auditor Opinion and Basis for Opinion The auditor believes the consolidated financial statements for the year ended March 31, 2025, fairly present the group's financial position, performance, and cash flows in accordance with HKFRSs and Hong Kong Companies Ordinance, having conducted the audit independently and ethically - The auditor believes that the consolidated financial statements give a true and fair view of the group's consolidated financial position as of March 31, 2025, and of its consolidated financial performance and consolidated cash flows for the year then ended in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants588590 - The audit was conducted in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, and the auditor is independent of the group and has fulfilled ethical responsibilities as a professional accountant589591 Key Audit Matters Key audit matters include the net realizable value of inventories and expected credit loss provisions for trade and other receivables, both involving significant management judgment and estimation due to their materiality and inherent uncertainties - Key audit matters include: i) Net realizable value of inventories; and ii) Expected credit loss provision for trade and other receivables592593 - Determining the net realizable value of inventories involves significant management judgment regarding costs to complete and sell, the form and quality of gold, and expected selling prices based on economic conditions and future market prices, posing a risk of misstatement given commodity price volatility596597 - Measuring expected credit loss provisions requires significant judgment and complexity, including identifying exposures with significant deterioration in credit quality and the assumptions used in the expected credit loss model (e.g., forward-looking macroe