能源国际投资(00353) - 2025 - 年度财报

Corporate Information Provides core corporate details including registration, offices, board members, advisors, auditors, and bankers Chairman's Statement Reviews FY2025 performance and strategy, noting profit growth from investment property gains despite revenue decline, and new financial services expansion Business Review and Financial Performance Group adjusted business, terminating insurance brokerage and suspending oil trading, while adding electronic product trading; profit surged due to investment property fair value gains - Group business structure adjustment: Insurance brokerage services were terminated in FY2024, and oil and liquid chemical product trading was suspended. Electronic product trading business was added in November 2024[15][24][25] Financial Indicators (Continuing Operations) | Financial Indicator (Million HKD) | 2025 Fiscal Year | 2024 Fiscal Year | Year-on-Year Change (Million HKD) | | :--- | :--- | :--- | :--- | | Revenue | 152 | 242 | -90 | | Gross Profit | 135 | 158 | -23 | | Profit for the Year | 467 | 95 | +372 | - The significant profit growth was primarily driven by an approximate HKD 524 million increase in fair value gain on investment properties and an approximate HKD 13 million contribution from share of results of an associate[27][30] - The Group's core asset, the port and storage facilities in Dongying Port, Shandong, saw a change in its leasing business model. From August 1, 2023, the Group took back and began self-operating 14 gas tanks, while continuing to lease other facilities to existing operators, signing a supplementary agreement in December 2024 to extend the lease until 2030 and increase rent[17][18][23] Prospects Optimistic outlook for core terminal business and new fintech venture, aiming for diversified, sustainable growth and leveraging "new quality productive forces" - The Group expects its core asset, the port and storage facilities, to remain a primary source of revenue and profit, providing sustained growth momentum[31] - The Group completed a significant acquisition on June 17, 2024, acquiring a 28% economic interest in a Chinese fintech company (Opco Group) for RMB 200 million, officially entering the financial services sector to diversify business and capitalize on China's "new quality productive forces" opportunities[32] - The newly acquired fintech business contributed approximately HKD 13 million in profit to the Group during the year, demonstrating a positive initial return on investment[32] Management Discussion and Analysis Details operating results, business review, financial position, and future outlook, highlighting profit growth from property revaluation and strategic expansion into fintech Operating Results Revenue decreased due to suspended oil trading, but profit significantly increased from investment property fair value gains and associate contributions Revenue Sources (Continuing Operations) | Revenue Source (Continuing Operations) (Million HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Port and Storage Facility Leasing | 151 | 164 | | Electronic Product Trading | 1 | 0 | | Oil and Liquid Chemical Product Trading | 0 | 78 | | Total | 152 | 242 | - Despite the revenue decrease, profit for the year from continuing operations increased from HKD 95 million to HKD 467 million, primarily due to (1) an approximate HKD 524 million increase in fair value gain on investment properties; and (2) an approximate HKD 13 million share of results from an associate[43] Business Review Core business is Shandong liquid chemical terminal leasing; Group increased stake to 85%, launched electronic product trading, and terminated insurance brokerage - In April 2025, the Group further acquired a 29.83% ordinary equity interest in Shundong Port, the operator of its core asset, for HKD 300 million, increasing its total stake from 55.17% to 85%[50][54] - The Group commenced a new business line in November 2024, trading electronic products with Chinese e-commerce platforms[51][55] - The Group completed the disposal of Yigao Financial Advisory Limited on October 12, 2023, formally terminating its insurance brokerage services business[52][56] Financial Review Robust financial position with increased assets, improved gearing, enhanced liquidity, and significantly reduced borrowings; no assets pledged Financial Indicators | Financial Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | HKD 2.733 billion | HKD 2.165 billion | | Total Liabilities | HKD 933 million | HKD 811 million | | Gearing Ratio | 0.34 | 0.37 | | Current Ratio | 5.57 | 3.14 | | Bank and Other Borrowings | HKD 22 million | HKD 160 million | | Bank Deposits and Cash | HKD 357 million | HKD 591 million | - As of March 31, 2025, the Group had no pledged assets. In contrast, as of March 31, 2024, approximately HKD 1.507 billion of investment properties were pledged for bank borrowings[62][66] - The Board does not recommend the payment of any dividend for the year ended March 31, 2025[69][74] Future Plan and Prospects Plans focus on optimizing core terminal business with extended leases and developing new fintech services for long-term sustainable growth - The Group signed a supplementary agreement with the existing operator on December 20, 2024, extending the port facility lease until July 31, 2030, and gradually increasing the monthly rent from August 1, 2026, to a maximum of RMB 11.7 million[80] - Due to shrinking profit margins from market changes, the Group suspended its oil and liquid chemical product trading business in FY2024, focusing resources on its core port facility leasing business[82] - The Group acquired a 28% economic interest in a fintech company (Opco Group) for RMB 200 million on June 17, 2024, aiming to enter China's rapidly developing credit assessment fintech solutions market and viewing it as a strategic move towards "new quality productive forces"[85] Biographical Details of Directors Provides detailed professional and personal backgrounds of executive and independent non-executive directors, highlighting their diverse expertise Executive Directors Five executive directors, including Chairman and CEO, bring extensive experience in economic management, finance, and investment strategy from diverse backgrounds - Chairman Mr. Cao Sheng, 52 years old, has many years of management experience in China's shipbuilding, offshore platform engineering, and business consulting industries[88] - CEO Mr. Liu Yong, 50 years old, has extensive financial and management experience in Chinese government agencies and private enterprises[89] Independent Non-Executive Directors Three independent non-executive directors offer deep expertise in accounting, auditing, and corporate management, providing crucial oversight and advice - Mr. Tang Qingbin, 61 years old, is a member of the Chinese Institute of Certified Public Accountants, with over 20 years of experience in accounting and auditing in China[96] - Mr. Feng Nanshan, 48 years old, is a practicing accountant of the Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant in Australia[97] - Mr. Song Jiahuan, 53 years old, possesses extensive experience in social services and corporate management, serving as an independent non-executive director for several main board listed companies[101][102][103] Corporate Governance Report Outlines compliance with the Corporate Governance Code, emphasizing transparency, integrity, and accountability through board structure, committees, and risk controls Board of Directors Board of eight members, including five executive and three independent non-executive directors, ensures strategic oversight, financial monitoring, and corporate governance - The Board comprises 8 members, including 5 executive directors and 3 independent non-executive directors, complying with listing rule requirements[125][126] - The company has adopted a board diversity policy and, as of the reporting date, ensured at least one director of a different gender on both the Board and the Nomination Committee[136][140] Committee/Meeting Attendance | Committee/Meeting | Board Meetings | Remuneration Committee | Nomination Committee | Audit Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Number of Meetings | 8 | 3 | 3 | 3 | 1 | Board Committees Established Remuneration, Nomination, and Audit Committees assist the Board in overseeing compensation, director appointments, financial reporting, and internal controls - Remuneration Committee: Composed of three independent non-executive directors and one executive director, responsible for reviewing the remuneration packages of directors and senior management[154] - Nomination Committee: Composed of three independent non-executive directors and two executive directors, responsible for advising the Board on director appointments and board succession matters[158] - Audit Committee: Composed of three independent non-executive directors, responsible for reviewing the Group's accounting principles, internal control procedures, and financial reporting matters. Three meetings were held during the year[164] Risk Management and Internal Control Board oversees effective risk management and internal control systems, including anti-fraud and whistleblowing policies, ensuring high ethical standards - The Board, through the Audit Committee, conducts annual reviews of the Group's risk management and internal control systems (including financial, operational, and compliance controls) and considers the existing systems effective and adequate for the year[173][175] - The company has adopted anti-fraud and anti-corruption policies, maintaining a zero-tolerance stance towards any form of fraud and corruption[179] - The company has established a whistleblowing policy and a dedicated email channel (whistle-blowing@energyintl.com.hk) for employees and relevant third parties to report misconduct[180] Report of the Directors Details principal businesses, financial performance, share capital, major transactions, director interests, and corporate governance, noting no dividends and significant concentration risks Financial Summary and Dividends Summarizes five-year consolidated results, assets, and liabilities, showing significant profit growth for FY2025; no dividend recommended Financial Indicators (Thousand HKD) | Financial Indicator (Thousand HKD) | 2025 | 2024 | 2023 | 2022 | 2021 (15 months) | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 151,679 | 242,245 | 366,770 | 520,579 | 193,148 | | Profit Attributable to Owners of the Company | 256,330 | 51,990 | 89,308 | 12,762 | 6,726 | | Assets and Liabilities | | | | | | | Total Assets | 2,732,952 | 2,164,668 | 1,998,801 | 2,349,270 | 2,264,133 | | Total Liabilities | 933,000 | 810,605 | 825,662 | 1,109,402 | 1,098,804 | | Net Assets | 1,799,952 | 1,354,063 | 1,173,139 | 1,239,868 | 1,165,329 | - The Directors do not recommend the payment of any dividend for the year ended March 31, 2025[213][219] Major Customers and Suppliers Reveals high customer and supplier concentration risks, with top five customers accounting for 99.3% of sales and top five suppliers for 76.1% of purchases - High customer concentration: The top five customers accounted for 99.3% of total sales, with the largest customer accounting for 75.2%[246] - Supplier concentration: The top five suppliers accounted for 76.1% of total purchases, with the largest supplier accounting for 52.9%[246] Share Option Scheme New ten-year share option scheme adopted in 2023 to incentivize participants; no options granted or outstanding as of March 31, 2025 - The company adopted a new share option scheme on September 29, 2023, valid until September 28, 2033[280][281] - As of March 31, 2025, no share options were granted or exercised, and there were no outstanding share options[290] Contractual Arrangements Details VIE structure to control 70% economic interest in a Chinese fintech company, addressing foreign investment restrictions and outlining associated risks - The reason for adopting contractual arrangements (VIE structure) is that Chinese law restricts foreign ownership in value-added telecommunications services to no more than 50%[293] - The VIE structure allows the Group's affiliated company (Wholly Foreign-Owned Enterprise) to control the Opco Group and obtain 70% of its economic interests, despite lacking direct equity ownership[299] - Key risks associated with the VIE structure include: uncertainty regarding future interpretations of China's Foreign Investment Law, potential adverse tax implications, difficulties in contract enforcement, and lack of relevant insurance coverage[318][323][325][328] Financial Data Affected by Contractual Arrangements | Financial Data Affected by Contractual Arrangements | Amount (Million HKD) | | :--- | :--- | | Revenue for the Period (2024/6/17 - 2025/3/31) | 796.1 | | Total Assets at Period End (2025/3/31) | 737.2 | Independent Auditor's Report Crowe (HK) CPA Limited issued an unqualified opinion on the financial statements, highlighting key audit matters related to fair value measurements Auditor's Opinion Auditor issued an unqualified opinion, affirming the consolidated financial statements fairly reflect the Group's financial position, performance, and cash flows - The auditor issued an unqualified opinion on this year's financial statements, indicating that the financial statements are true and fair[372] Key Audit Matters Three key audit matters identified, all concerning fair value measurements of investment properties, preference shares, and promissory notes, requiring significant judgment - Key Audit Matter One: Fair value measurement of investment properties. As of March 31, 2025, their carrying amount was approximately HKD 2.038 billion, with a fair value change gain of approximately HKD 541 million recognized during the year[377][379] - Key Audit Matter Two: Fair value measurement of preference shares classified as financial liabilities at fair value through profit or loss. As of March 31, 2025, their fair value was approximately HKD 395 million[386][387] - Key Audit Matter Three: Fair value measurement of promissory notes classified as financial liabilities at fair value through profit or loss. As of March 31, 2025, their fair value was approximately HKD 81.85 million[392][393] Consolidated Financial Statements Presents audited consolidated financial statements for FY2025, including income, comprehensive income, financial position, equity changes, cash flows, and detailed notes Consolidated Income Statement FY2025 revenue decreased, but profit surged due to a substantial fair value gain on investment properties, significantly increasing profit before tax and net profit Items (Thousand HKD) | Item (Thousand HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Continuing Operations | | | | Revenue | 151,679 | 242,234 | | Gross Profit | 135,495 | 158,411 | | Fair Value Gain on Investment Properties | 541,176 | 17,038 | | Profit Before Income Tax | 626,294 | 122,460 | | Profit for the Year | 467,381 | 95,237 | | Profit Attributable to Owners of the Company | 256,330 | 51,990 | | Basic Earnings Per Share (HK cents) | 23.72 | 5.58 | Consolidated Statement of Financial Position Total assets significantly increased due to investment property revaluation; liabilities managed, leading to higher net assets and strong short-term liquidity Items (Thousand HKD) | Item (Thousand HKD) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Investment Properties | 2,038,373 | 1,507,397 | | Interests in Associates | 224,591 | – | | Cash and Cash Equivalents | 14,296 | 590,722 | | Total Assets | 2,732,952 | 2,164,668 | | Liabilities and Equity | | | | Bank Borrowings | 19,291 | 160,269 | | Preference Shares | 395,457 | 379,015 | | Total Liabilities | 933,000 | 810,605 | | Net Assets | 1,799,952 | 1,354,063 | | Equity Attributable to Owners of the Company | 1,254,229 | 1,017,351 | Consolidated Statement of Cash Flows Net cash inflow from operations, significant outflow from investing activities (associate acquisition, deposits), and outflow from financing, resulting in reduced year-end cash Items (Thousand HKD) | Item (Thousand HKD) | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | Net Cash from Operating Activities | 90,817 | 346,367 | | Net Cash from Investing Activities | (520,350) | 53,391 | | Net Cash from Financing Activities | (144,605) | 114,005 | | Net (Decrease) / Increase in Cash and Cash Equivalents | (574,138) | 513,763 | | Cash and Cash Equivalents at Beginning of Year | 590,722 | 83,092 | | Cash and Cash Equivalents at End of Year | 14,296 | 590,722 | Notes to the Consolidated Financial Statements Provides detailed explanations for financial statement items, including segment performance, investment property revaluation, and associate acquisition details Note 10. Segment Information Oil and liquid chemical terminal business is the core profit driver, while new electronic product trading generated minor revenue and a slight loss Reportable Segments (FY2025) | Reportable Segment (2025 Fiscal Year) | Revenue from External Customers (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Oil and Liquid Chemical Terminals | 150,691 | 644,456 | | Trading of Electronic Products | 988 | (537) | | Total Continuing Operations | 151,679 | 643,919 | Note 20. Investment Properties Fair value of investment properties increased significantly due to revaluation gain; lease extended to 2030 with increased monthly rent Investment Property Fair Value Changes (Thousand HKD) | Investment Property Fair Value Changes (Thousand HKD) | Amount | | :--- | :--- | | Beginning of Year (2024/4/1) | 1,507,397 | | Additions | 9,645 | | Fair Value Adjustment | 541,176 | | Exchange Adjustment | (19,672) | | End of Year (2025/3/31) | 2,038,373 | - During the year, the Group extended the lease for investment properties until 2030, and gradually increased the monthly rent from RMB 9.6 million to RMB 11.7 million[871] Note 21. Interests in Associates Group acquired 28% economic interest in a fintech company for RMB 200 million, contributing HKD 12.71 million profit since acquisition - The Group completed the acquisition of the Target Group on June 17, 2024, with a total investment cost of approximately HKD 217 million, including approximately HKD 253 million in goodwill[877][878][879] - From the acquisition date to March 31, 2025, the associate contributed HKD 12.71 million in share of profit to the Group[889] Note 44. Events After Reporting Date Post-reporting events include further acquisition of Shundong Port equity to 85% and vesting of promissory notes due to associate's profit guarantee - In April 2025, the Group completed a further acquisition of its core asset operator, Shundong Port, increasing its stake by 29.83% for HKD 300 million, bringing the total holding to 85%[1060] - On June 30, 2025, the first profit guarantee (not less than RMB 20 million) in the associate acquisition agreement was met, triggering the vesting of the first tranche of promissory notes (principal of RMB 14.546 million)[1061]