Corporate Information This section provides essential registration details, stock code, company secretary, auditors, financial calendar, and principal places of business for quick investor reference - The company's stock code is 1933, registered in the Cayman Islands, with principal places of business in Beijing, China, and Hong Kong456 - KPMG is the company's auditor, with the 2025 annual results announcement scheduled for June 27, 2025, and the AGM for September 19, 202545 Group Structure This section briefly outlines the group's organizational structure, including entities registered in the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China, highlighting its international and multi-jurisdictional operations Group Structure Overview This section briefly outlines the group's organizational structure, including entities registered in the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China, highlighting its international and multi-jurisdictional operations - Group entities are distributed across the Cayman Islands, British Virgin Islands, Hong Kong, and Beijing, China10 Board and Committees This section details the composition of the company's Board of Directors, including executive, non-executive, and independent non-executive directors, along with the members and chairs of the Audit, Nomination, and Remuneration Committees Board and Committee Composition This section details the composition of the company's Board of Directors, including executive, non-executive, and independent non-executive directors, along with the members and chairs of the Audit, Nomination, and Remuneration Committees - The Board comprises four executive directors (Mr. Wang Dongbin, Mr. Wu Zhanjiang, Mr. Wu Hongyuan, Mr. Li Kangying), one non-executive director (Ms. Yang Chun), and three independent non-executive directors (Mr. Wu Guangfa, Mr. Han Bin, Mr. Wang Peng)1112 - Ms. Yang Chun was appointed as a non-executive director effective December 13, 20241112 - Mr. Wu Guangfa chairs the Audit Committee, Mr. Han Bin chairs the Remuneration Committee, and Mr. Wang Dongbin chairs the Nomination Committee1112 Directors and Senior Management This section provides detailed profiles of the company's directors and senior management, highlighting their backgrounds, professional experience, and key responsibilities in IT, power industry, smart city IoT, financial management, and corporate governance Directors and Senior Management Profiles This section provides detailed profiles of the company's directors and senior management, highlighting their backgrounds, professional experience, and key responsibilities in IT, power industry, smart city IoT, financial management, and corporate governance - Mr. Wang Dongbin (Chairman) has over 20 years of experience in the IT industry, responsible for the group's overall business strategy and development131520 - Mr. Wu Zhanjiang (CEO) has over 20 years of experience in the power industry, focusing on R&D and commercialization of smart city IoT and smart energy IoT technologies1621 - Ms. Yang Chun was appointed as a non-executive director effective December 13, 2024, with over 26 years of financial management experience2325 - Ms. Zhou Renzhi was appointed CFO in December 2020, responsible for financial management and compliance assurance, with over 10 years of experience in accounting, financial management, and capital operations3638 Chairman's Statement The Chairman's Statement reviews China's stable macroeconomic performance in 2024 and the challenges and opportunities facing the group's industry, emphasizing AI's potential in smart energy and smart living Industry and Business Review The Chairman's Statement reviews China's stable macroeconomic performance in 2024 and the challenges and opportunities facing the group's industry, emphasizing AI's potential in smart energy and smart living - China's macroeconomic operations were generally stable in 2024, but economic growth momentum was weak, posing significant difficulties and pressures for the group's industry4246 - The power energy industry is undergoing profound changes, with key trends including new power system construction, electricity market reform, and increased new energy consumption ratios4346 - Significant breakthroughs in AI technology will bring major opportunities for application innovation across all segments of the power energy industry4346 - Smart Energy is the group's foundational business, committed to providing digital and intelligent products and solutions to help energy companies innovate business value4853 - Smart Living is the group's second growth curve, transferring energy industry digital platform experience to urban governance and personal life, accelerating urban resilience and adaptability5054 Development Outlook The group will maintain strategic confidence, prioritize cash flow, focus on tackling challenges, improve quality and efficiency, and accelerate towards its vision of becoming a leading smart energy, smart city, and smart living service provider - The group will maintain strategic confidence, prioritize cash flow to secure its operational foundation, and focus on tackling challenges to improve quality and efficiency5255 - The group's vision is to become a leading global service provider in smart energy, smart cities, and smart living5255 CEO's Review and Management Discussion and Analysis This section analyzes the development status of the power IT and smart city IoT industries, reviews the group's financial performance, competitive advantages, and addresses compliance, environmental, stakeholder relations, and principal risks Our Industry This section analyzes the development status of the power IT and smart city IoT industries, noting China's 6.8% electricity consumption growth in 2024, ongoing power market reforms, and expanding digital economy with rising cloud computing and big data revenues - China's total electricity consumption reached 9,852.1 billion kWh in 2024, a year-on-year increase of 6.8%5760 - China's electricity market reform continues, with a "three-step" strategy for a unified power market targeting initial completion by 2025, full completion by 2029, and refinement by 20355760 - In 2024, the added value of the digital economy's core industries accounted for approximately 10% of GDP, with cloud computing and big data business revenue growing by 10.6% year-on-year5961 - The group's "π-core" smart IoT gateway product serves as the nerve ending for smart cities, applied in projects such as smart light poles in Mentougou District, Beijing, and smart waste classification stations in Jinan and Baoding6266 Competitive Strengths The group's competitive advantages stem from deep industry knowledge, extensive experience, and leading technological accumulation and R&D capabilities, with nearly 30 years in power IT and a comprehensive technology system - The group has nearly 30 years of experience in power IT, with key technical and management personnel averaging over 20 years of service6467 - The group has long-term deep cooperation with State Grid and Inner Mongolia Power Company, extending IT services to oil, water conservancy, and heating energy sectors6467 - The group has developed a comprehensive technology system covering cloud computing, big data, and IoT technologies, and independently developed the ARSP platform and "π-core" IoT hardware products65686971 - The group holds 41 management qualifications, including CMMI Level 5 and Information System Integration Level 3, along with 23 national patents and 189 software copyrights7071 Financial Review This section reviews the group's financial performance for FY2025, including decreased revenue, lower gross profit margin, increased administrative expenses, and reduced net trade receivables, alongside liquidity, financial risk management, and employee remuneration policies 2025 Financial Year Revenue Details (RMB thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Sales of software and solutions | 113,153 | 177,061 | | Provision of technical services | 214,221 | 280,587 | | Sales of products | 50,314 | 32,904 | | Total | 377,688 | 490,552 | - The group's revenue decreased by approximately RMB 112.86 million this year, primarily due to fewer projects as the group reduced projects with longer collection cycles to strengthen cash flow management73 - Revenue from sales of products increased by approximately RMB 17.41 million, mainly driven by demand for related hardware due to the development of the ubiquitous power IoT73 2025 Financial Year Cost of Sales and Gross Profit Margin (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Cost of Sales | | | | Sales of software and solutions | 98,871 | 143,203 | | Provision of technical services | 184,888 | 241,271 | | Sales of products | 42,328 | 29,000 | | Total | 326,087 | 413,474 | | Gross Profit Margin | | | | Sales of software and solutions | 12.6% | 19.1% | | Provision of technical services | 13.7% | 14.0% | | Sales of products | 15.9% | 11.9% | | Average | 13.7% | 15.7% | - The overall gross profit margin decreased from approximately 15.7% to 13.7%, mainly due to intensified market competition, leading the group to adjust pricing for new projects to secure long-term clients7475 2025 Financial Year Administrative and Other Operating Expenses (RMB thousands) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Staff costs | 6,614 | 6,035 | | Research and development expenses | 26,737 | 24,510 | | Professional service fees | 4,329 | 4,898 | | Others | 16,451 | 13,055 | | Total | 54,131 | 48,498 | - Administrative and other operating expenses increased by approximately RMB 5.63 million (11.6%), primarily due to increased upfront R&D investment for future projects and higher severance payments7778 2025 Financial Year Net Trade Receivables and Bills Receivable (RMB thousands) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 475,627 | 484,264 | | Bills receivable | 3,600 | 453 | | Total original value | 479,227 | 484,717 | | Less: Loss allowance | 67,949 | 36,985 | | Net carrying amount | 411,278 | 447,732 | - Net trade receivables and bills receivable decreased by approximately RMB 36.45 million (8.1%), and the group will strengthen collection management to alleviate funding pressure8182 - Inventories and contract costs decreased by approximately RMB 14.37 million, mainly due to revenue recognition and cost transfer for certain information technology construction projects8586 - R&D expenditure increased by 9.1% year-on-year, and as of March 31, 2025, the group held 23 patents and 189 software copyrights8889 - As of March 31, 2025, the group's net current assets were approximately RMB 236.66 million, with a current ratio of approximately 1.77 times (2024: 1.71 times)9095 - The capital gearing ratio was 24% (2024: 22%), with changes in liquidity primarily due to increased working capital investment for expanding new businesses, clients, and markets919295 - The group's bank borrowings were approximately RMB 129.9 million, bearing interest at fixed annual rates from 1.675% to 4.500%, facing limited interest rate risk9497 - As of March 31, 2025, approximately 27% of total trade receivables and contract assets were from the largest customer, and approximately 81% were from the top five customers, indicating high customer concentration100104 - As of March 31, 2025, the group had a total of 319 employees (2024: 517 employees), with total employee benefit expenses of approximately RMB 80.6 million (2024: RMB 99.8 million)122126 Compliance, Environmental, and Stakeholder Relations The group emphasizes compliance with laws and regulations, environmental protection, and fostering good relationships with stakeholders, having complied with applicable laws in China and Hong Kong and actively promoting ESG initiatives - The group has complied with all applicable laws and regulations in China and Hong Kong in all material aspects during the year, and adhered to the disclosure requirements of the Listing Rules and SFO127128132 - The group is committed to environmental protection, continuously identifying and controlling environmental impacts arising from its operations129133 - The group values employees as precious assets, strictly adheres to labor laws, and maintains good relationships with customers and suppliers, with no significant disputes during the year130131134 Principal Risks and Uncertainties The group faces key operational risks including reliance on major customers, seasonal fluctuations in operating performance, R&D cost risks, trade receivables impairment risks, and challenges in retaining talent, with corresponding mitigation strategies in place - The group has a high reliance on major customers (Inner Mongolia Power Group, State Grid Corporation, and China Southern Power Grid), with revenue from the top five customers accounting for over 96% of total revenue this year136140 - The group's operating performance exhibits strong seasonal fluctuations, mainly because power grid companies' internal investment approvals and project acceptance processes are concentrated in the fourth quarter138141 - Continuous investment in R&D activities may not generate sufficient economic benefits in the short term, adversely affecting business and profitability142148 - Rapid growth in trade receivables significantly impacts the company's cash position, posing a risk of working capital shortage144149 - Intense industry competition and loss of core talent could adversely affect operating performance and profitability146151 Corporate Governance Report This report details the company's adherence to high corporate governance standards, including compliance with the Corporate Governance Code, board responsibilities, committee functions, risk management, internal controls, and stakeholder engagement Compliance with Corporate Governance Code The company is committed to maintaining high standards of corporate governance and has complied with all code provisions of the Corporate Governance Code during the year, emphasizing a quality board, effective risk management, robust internal controls, strict disclosure practices, transparency, and accountability - The company has complied with all code provisions of the Corporate Governance Code during the year153155 - The company is committed to ensuring its affairs are conducted with high ethical standards, acting with integrity, transparency, and accountability157159 The Board The Board is responsible for setting strategic objectives, overseeing management performance, and ensuring the company's long-term development, featuring a diverse membership, separation of Chairman and CEO roles, and regular meetings for full director participation and continuous professional development - The Board is responsible for formulating and guiding the company's strategic objectives, and monitoring and overseeing the performance of business management160165 - The roles of Chairman and Chief Executive Officer are separate, with Mr. Wang Dongbin serving as Chairman and Mr. Wu Zhanjiang as Chief Executive Officer176177178180181 - The Board consists of eight directors, including one female director, and has adopted a Board Diversity Policy162164166167 - The company held four Board meetings during the year, with an overall attendance rate of 100%188189 - All directors participate in continuous professional development training to update their knowledge and skills195200203 Company Secretary Ms. Lai Ho Yan, the Company Secretary, ensures compliance with Board procedures, efficient activities, and advises the Board on legal, regulatory, and corporate governance matters, ensuring the group's adherence to Listing Rules and relevant regulations - Ms. Lai Ho Yan was appointed Company Secretary effective August 19, 2024, responsible for company secretarial matters and reporting to the Board3739211214 - The Company Secretary is responsible for ensuring the Board is fully informed of all legislative, regulatory, and corporate governance developments and provides relevant advice208211 - Ms. Lai Ho Yan attended over 15 hours of relevant seminars during the year, complying with Listing Rules requirements214216 Accountability and Audit This section outlines the Board's responsibility for financial reporting, including ensuring true and fair financial statements, appropriate accounting policies, complete accounting records, and asset safeguarding, with the Audit Committee playing a key role in overseeing financial reporting, internal controls, and risk management, maintaining independent communication with external auditors - The Board is responsible for preparing the annual report and financial statements, ensuring they present a true and fair view, and adopting appropriate accounting policies with reasonable judgments and estimates219220224225 - The Audit Committee comprises three independent non-executive directors and held two meetings during the year, with 100% attendance229230234 - The Audit Committee reviews interim and annual results, internal controls, corporate governance, and risk management matters, and meets with external auditors without management present231234236238 - Total fees paid to KPMG for the year were approximately RMB 2.77 million, all for audit services241242 Risk Management, Internal Control, Legal and Regulatory Compliance The Board holds overall responsibility for the group's risk management, internal control, and legal compliance systems, having established an enterprise risk management framework, implemented a "top-down and bottom-up" risk review approach, and ensured system effectiveness through internal audits, with the Investor Relations and Compliance Department monitoring legal and regulatory matters - The Board holds overall responsibility for the group's risk management, internal control, and legal and regulatory compliance systems, reviewing their effectiveness at least annually244245248 - The group has established an Enterprise Risk Management (ERM) framework based on the COSO model, adopting a "top-down and bottom-up" approach to identify, assess, and manage risks250252255256 - The group implements an internal control self-assessment process, requiring each major business unit to review, evaluate, and report on the effectiveness of internal controls265266 - The Investor Relations and Compliance Department monitors daily legal affairs and regulatory compliance, reporting significant legal and regulatory matters to the Board267268270 - The group places high importance on the code of conduct and handling of inside information, implementing procedures such as pre-approval of securities transactions and notification of blackout periods272273274275276 - Internal auditors report directly to the Audit Committee, providing independent assurance on the effectiveness of risk management and internal control systems277281 Remuneration of Directors and Senior Management The Remuneration Committee reviews and recommends to the Board the remuneration packages and policies for directors and senior management, ensuring competitive compensation to attract and retain talent, with remuneration determined based on professional experience, group performance, and market conditions - The Remuneration Committee comprises three members, with Mr. Han Bin, an independent non-executive director, serving as Chairman283287 - The Remuneration Committee is responsible for reviewing the remuneration packages, policies, and structure for individual directors and senior management, and making recommendations to the Board284287 - Directors' and senior management's remuneration is determined based on their industry expertise and experience, the group's performance and profitability, and by reference to remuneration benchmarks of comparable companies and current market conditions289291 2025 Financial Year Directors' Emoluments (RMB thousands) | Director Category | Directors' Fees | Basic Salary, Allowances & Benefits in Kind | Retirement Scheme Contributions | Total Emoluments | | :--- | :--- | :--- | :--- | :--- | | Executive Directors | 886 | 2,338 | 183 | 3,485 | | Non-Executive Directors | 111 | 378 | 48 | 537 | | Independent Non-Executive Directors | 333 | - | - | 333 | | Total | 1,330 | 2,716 | 231 | 4,277 | 2025 Financial Year Senior Management Remuneration Range (Non-Directors) | Remuneration Range | Number of Individuals | | :--- | :--- | | HKD 0 to HKD 1,000,000 | 2 | | HKD 1,000,001 to HKD 1,500,000 | 1 | Nomination Committee The Nomination Committee is responsible for reviewing the Board's structure, size, and composition, assessing the independence of independent non-executive directors, and making recommendations to the Board regarding director appointments, re-election, and succession planning, considering various factors including diversity when evaluating candidates - The Nomination Committee comprises five members, with Mr. Wang Dongbin, an executive director, serving as Chairman296299 - Key responsibilities include reviewing the Board's structure, assessing the independence of independent non-executive directors, and making recommendations on director appointments/re-election and succession planning297299 - Candidate evaluation considers integrity and reputation, financial services industry experience, time commitment, and diversity elements (including gender, age, cultural and educational background, ethnicity, etc.)301302 - The Nomination Committee held two meetings during the year, with 100% attendance306 Non-Competition Undertaking The founding shareholders have provided a non-competition undertaking to the company and confirmed compliance with its terms during the review period, with the Board satisfied that the founding shareholders have adhered to this undertaking - Each founding shareholder has provided a non-competition undertaking to the company308310 - The founding shareholders have confirmed compliance with the terms of the non-competition undertaking during the review period, with no matters requiring Board deliberation308310 Dividend Policy The company's dividend policy aims to pay stable dividends to shareholders, with a basic policy of paying interim and final dividends each financial year, and the Board will consider liquidity, shareholder interests, financial performance, capital needs, and overall business conditions when deciding on dividend declarations - The company's primary objective is to pay stable dividends to shareholders, with a basic policy of paying interim and final dividends each financial year311312 - The Board will consider factors such as liquidity, shareholder interests, financial performance, capital needs, and overall business conditions when deciding on dividend declarations313314 - The Board will not declare dividends if the company is insolvent or would become insolvent after paying dividends, or if otherwise required by law313314 Relationship with Shareholders and Other Stakeholders The group actively promotes investor relations and communication with the investment community, providing clear and comprehensive information to shareholders through various channels, regularly reviewing its shareholder communication policy for effectiveness, and encouraging shareholder participation in general meetings - The group actively promotes investor relations and communication with the investment community, responding to inquiries through regular briefings, announcements, conference calls, and presentations315320 - A shareholder communication policy has been adopted and is regularly reviewed to ensure shareholders and the investing public have convenient and timely access to the group's latest developments315320 - Shareholders may request to convene an extraordinary general meeting and propose agenda items in accordance with the Articles of Association317321 - The company held one general meeting during the year, where all resolutions were passed, and voting results were published on the company's and the Stock Exchange's websites319322 Environmental, Social and Governance Responsibility The group is committed to long-term sustainable business development, actively fulfilling its Environmental, Social, and Governance (ESG) responsibilities, and has established a working group to promote ESG initiatives, with the relevant ESG report published on the company's and the Stock Exchange's websites - The group is committed to the long-term sustainable development of its business and actively fulfills its Environmental, Social, and Governance (ESG) responsibilities325326 - The group has established a working group to promote ESG initiatives and activities, and continues to increase its investment in ESG efforts325326 - Environmental and social matters for the year are detailed in the company's 2025 ESG Report, published on the company's and the Stock Exchange's websites325326 Directors' Report This report provides an overview of the group's principal activities, business review, financial performance, reserves, charitable donations, director information, compliance, and shareholder-related matters Principal Activities The group, as an IT service provider, primarily engages in technology research and application promotion in power IT and smart city IoT, offering customized software, solutions, technical services, and end products to energy enterprises, government, and corporate clients - The group's principal activities are technology research and application promotion in power IT and smart city IoT328332 - The group provides customized software and solutions, technical services, and end products to various energy enterprises, government, and corporate clients328332 Business Review This section provides a comprehensive business review, including financial review, Chairman's Statement, Management Discussion and Analysis, principal risks and uncertainties, financial risk management, and corporate governance report, all forming part of this report - The business review covers financial review, Chairman's Statement, Management Discussion and Analysis, principal risks and uncertainties, financial risk management, and corporate governance report329334 - Details on the group's environmental policies and performance, stakeholder relationships, and compliance will be included in the ESG Report to be published in July 2025334 Group (Loss)/Profit This section discloses the group's performance for FY2025, showing a recorded loss, and the Board's decision not to recommend a dividend payment - The group recorded a loss for the 2025 financial year335339 - The Board does not recommend the payment of a dividend for the year ended March 31, 2025 (2024: nil)336340 Reserves This section explains the changes in the group's and company's reserves during the year and states the amount of reserves available for distribution to shareholders - As of March 31, 2025, the company's reserves available for distribution to shareholders (including share premium and retained losses) were approximately RMB 129.26 million (2024: approximately RMB 141.28 million)337341 Charitable Donations The group made no charitable donations during the year - The group made no charitable donations during the year (2024: nil)338342 Directors This section lists the Board members for the year and up to the report date, detailing arrangements for directors' retirement by rotation and re-election, and confirming the independence of independent non-executive directors - Mr. Han Bin, Mr. Wang Dongbin, and Mr. Wu Hongyuan are due to retire by rotation at the upcoming AGM and are eligible for re-election344349 - Ms. Yang Chun's term of office is until the first AGM following her appointment, at which time she will be eligible for re-election345349 - The company has received written confirmations of independence from all independent non-executive directors and considers all independent non-executive directors to be independent345349 Directors' Service Contracts This section confirms that no directors proposed for re-election at the upcoming AGM have entered into service contracts with the company or its subsidiaries that are not terminable within one year without compensation - No directors proposed for re-election at the upcoming AGM have entered into unexpired service contracts with the company or any of its subsidiaries that are not terminable within one year without payment of compensation (other than statutory compensation)347350 Compliance with Relevant Laws and Regulations Materially Affecting the Company The Board confirms that throughout the year, the company has not experienced any breaches of relevant laws and regulations materially affecting the company - Throughout the year, the directors are not aware of any breaches by the company of relevant laws and regulations materially affecting the company348351 Permitted Indemnity Provisions The company's Articles of Association stipulate that directors may be indemnified for losses incurred in the performance of their duties, and directors' liability insurance is in place to protect them - The Articles of Association stipulate that directors may be indemnified from the company's assets and profits352357 - The company has directors' liability insurance in place to protect directors from potential costs and liabilities352357 Directors' Interests in Material Transactions, Arrangements and Contracts During the year, neither the company, its ultimate holding company, any fellow subsidiaries, nor subsidiaries entered into any material transactions, arrangements, or contracts in which a director or an entity connected with a director had a material interest - As of the end of the year or at any time during the year, the company had not entered into any material transactions, arrangements, or contracts in which a director or an entity connected with a director had a material interest353358 Management Contracts During the year, no contracts concerning the management and administration of the whole or any substantial part of the company's business were entered into or subsisted - During the year, no contracts concerning the management and administration of the whole or any substantial part of the company's business were entered into or subsisted354359 Directors' Interests in Competing Business During the year and up to the date of this report, no director had any interest in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries - During the year and up to the date of this report, no director had any interest in any business that directly or indirectly competes or may compete with the business of the company and its subsidiaries355360 Related Party and Connected Transactions During the year, the company did not enter into any connected transactions requiring disclosure under the Listing Rules, and the group's related party transactions, disclosed in Note 28 to the consolidated financial statements, complied with applicable disclosure requirements - The company did not enter into any connected transactions requiring disclosure under the Listing Rules during the year356361 - The group's related party transactions entered into during the year are disclosed in Note 28 to the consolidated financial statements and complied with the applicable disclosure requirements of Chapter 14A of the Listing Rules356361 Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures This section discloses the interests and short positions of the company's directors and chief executives in the company's shares, underlying shares, and debentures as of March 31, 2025, primarily through controlled corporations Directors' Long Positions in Company Shares and Underlying Shares (as of March 31, 2025) | Director | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Wang Dongbin | Interest in controlled corporation | 60,000,000 | 11.91% | | Li Kangying | Interest in controlled corporation | 60,000,000 | 11.91% | | Wu Zhanjiang | Interest in controlled corporation | 60,000,000 | 11.91% | - The share interests of Mr. Wang Dongbin, Mr. Li Kangying, and Mr. Wu Zhanjiang are all held through their wholly-owned controlled corporations367 Interests and Short Positions of Shareholders Discloseable Under the SFO This section discloses the interests or short positions of other major shareholders (excluding directors and chief executives) in the company's shares or underlying shares as of March 31, 2025, discloseable under the SFO, including spouse interests, beneficial owners, and interests in controlled corporations Major Shareholders' Long Positions in Company Shares and Underlying Shares (as of March 31, 2025) | Name/Company Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Xiong Weiqin | Spouse interest | 60,000,000 | 11.91% | | An Ning | Spouse interest | 60,000,000 | 11.91% | | Zhang Jianhua | Spouse interest | 60,000,000 | 11.91% | | Smart East | Beneficial owner | 60,000,000 | 11.91% | | Main Wealth | Beneficial owner | 60,000,000 | 11.91% | | Union Sino | Beneficial owner | 60,000,000 | 11.91% | | Long Eagle | Beneficial owner | 60,000,000 | 11.91% | | Toplight Management Limited | Interest in controlled corporation | 60,000,000 | 11.91% | | Cao Mingda | Founder of discretionary trust | 60,000,000 | 11.91% | | Trident Trust Company (Cayman) Limited | Trustee | 60,000,000 | 11.91% | | Pang Ziqian | Spouse interest | 60,000,000 | 11.91% | | Chance Talent | Beneficial owner | 35,784,000 | 7.10% | | CCBI Investments | Interest in controlled corporation | 35,784,000 | 7.10% | | China Construction Bank Corporation | Interest in controlled corporation | 35,784,000 | 7.10% | | Central Huijin Investment Ltd. | Interest in controlled corporation | 35,784,000 | 7.10% | | Great Attain International Limited | Beneficial owner | 124,191,177 | 24.64% | - Great Attain International Limited is owned 25% each by Smart East, Long Eagle, Main Wealth, and Union Sino376 Share Option Scheme The company adopted a share option scheme on February 5, 2018, to incentivize and reward selected participants; as of the report date, all granted options have lapsed, no options were granted this year, and the company will comply with the amended Listing Rule 17.03A by only granting options to eligible participants - The company adopted a share option scheme on February 5, 2018, to incentivize or reward selected participants who have contributed to the group377380 - As of the report date, all options granted under the share option scheme on July 30, 2018, have lapsed, with no outstanding unexercised options378381 - The company will comply with the amendments to Listing Rule 17.03A by only granting share options to eligible participants379381 - The authorized limit for the share option scheme is a maximum of 50,392,717 shares, representing approximately 10% of the total issued shares388390399401 - The exercise price of a share option must be at least the higher of the closing price on the grant date and the average closing price for the five business days immediately preceding the grant date392395 - The share option scheme is valid for ten years from February 5, 2018, with approximately three years remaining400402 Share Award Scheme The company adopted a share award scheme on July 27, 2018, to recognize and incentivize eligible participants and attract talent; as of March 31, 2025, 8,512,000 shares have been net repurchased from the market for the scheme but not yet granted to any participants - The company adopted a share award scheme on July 28, 2018, to recognize contributions, provide incentives, and attract talent403406 - As of March 31, 2025, a cumulative net total of 8,512,000 shares have been repurchased from the market for the share award scheme but have not yet been granted to any eligible participants410413829830 - The total number of shares granted under the share award scheme is capped at 3% of the company's issued share capital, with a 1% cap for any single participant411414 - The share award scheme is valid for 10 years from July 27, 2018, with approximately three years remaining419424 Equity-Linked Agreements Other than the share option scheme, the company did not enter into or have any equity-linked agreements during the year that would or could result in the issuance of company shares - Other than the share option scheme, the company did not enter into any equity-linked agreements during the year that would or could result in the issuance of company shares425430 Pre-emptive Rights There are no provisions in the company's Articles of Association or Cayman Islands law concerning pre-emptive rights that would require the company to offer new shares proportionally to existing shareholders - There are no provisions in the Articles of Association or Cayman Islands law concerning pre-emptive rights that would require the company to offer new shares proportionally to existing shareholders426431 Tax Relief The company is not aware of any tax relief granted to shareholders for holding shares - The company is not aware of any tax relief granted to shareholders for holding shares427432 Shares/Debentures Issued The company did not issue any shares or debentures during the year - The company did not issue any shares or debentures during the year428433 Arrangements to Enable Directors to Acquire Shares and Debentures Except as disclosed in this annual report, no rights were granted to any director or their spouse/minor children to acquire benefits by purchasing company shares or debentures, nor were there any such arrangements, at any time during the year - Except as disclosed in this annual report, no rights were granted to any director or their respective spouse or minor children to acquire benefits by purchasing company shares or debentures at any time during the year429435 Purchase, Sale or Redemption of Listed Securities During the year, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - During the year, neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities436437 Major Customers and Suppliers This section discloses the percentage of the group's revenue from major customers and purchases from major suppliers for the year, indicating high customer and supplier concentration 2025 Financial Year Major Customers and Suppliers Proportion | Metric | Percentage of Group's Total Revenue | | :--- | :--- | | Single largest customer | 34.28% | | Top five customers combined | 95.65% | | Metric | Percentage of Group's Total Purchases | | Single largest supplier | 33.35% | | Top five suppliers combined | 60.62% | - No director, their close associates, or any shareholder held interests in the aforementioned major customers and/or suppliers440443 Events After the Reporting Period As of the date of this report, there have been no other significant events after the end of the reporting period - As of the date of this report, there have been no other significant events after the end of the reporting period441444 Public Float During the year, at least 25% of the company's total issued share capital was held by the public, complying with Listing Rules requirements - During the year, at least 25% of the company's total issued share capital was held by the public, complying with Listing Rules requirements442445 Annual General Meeting The Annual General Meeting will be held on September 19, 2025, with details to be published on the company's and the Stock Exchange's websites - The Annual General Meeting will be held on Friday, September 19, 2025446449 - Shareholders should refer to the circular published on the company's and the Stock Exchange's websites for details of the Annual General Meeting446449 Closure of Register of Members To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend its share register from September 16 to September 19, 2025 - To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend its share register from Tuesday, September 16, 2025, to Friday, September 19, 2025447450 - All share transfer documents must be submitted to the Hong Kong share registrar by 4:30 p.m. on September 15, 2025, for registration447450 Auditor The group's consolidated financial statements for FY2025 have been audited by KPMG, who will retire and are eligible for re-appointment at the upcoming Annual General Meeting - The group's consolidated financial statements for the year have been audited by KPMG, Certified Public Accountants448451 - KPMG will retire but is eligible and willing to be re-appointed at the upcoming Annual General Meeting448451 - There has been no change in the company's auditor over the past three years452 Independent Auditor's Report This report presents KPMG's independent audit opinion on the group's consolidated financial statements, including the basis for their opinion, key audit matters, and responsibilities of both directors and auditors Opinion Independent auditor KPMG believes the group's consolidated financial statements truly and fairly reflect its financial position as of March 31, 2025, and its financial performance and cash flows for the year then ended, prepared in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance - KPMG has audited the group's consolidated financial statements and believes they truly and fairly reflect the group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended453454456 - The consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and the disclosure requirements of the Hong Kong Companies Ordinance454456 Basis for Opinion The auditor conducted the audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants, confirmed independence from the group, fulfilled relevant ethical responsibilities, and believes the audit evidence obtained is sufficient and appropriate - The auditor conducted the audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants455457 - The auditor is independent of the group and has fulfilled ethical responsibilities in accordance with the Code of Ethics for Professional Accountants455457 - The auditor believes that the audit evidence obtained is sufficient and appropriate to provide a basis for the audit opinion455457 Key Audit Matters Key audit matters include revenue recognition from contracts and the allowance for expected credit losses on trade receivables and contract assets, which were thoroughly reviewed by the auditor due to significant management judgment and their material impact on the financial statements - Revenue recognition from contracts is a key audit matter because it constitutes a significant portion of the group's revenue and involves significant management judgment in assessing inherent uncertainties461467 - The allowance for expected credit losses on trade receivables and contract assets is a key audit matter due to its substantial balance and the significant management judgment required for its estimation472 - The auditor reviewed internal controls over contract revenue recognition, contract terms, percentage of completion assessment, and cost estimates462464466467 - The auditor assessed internal controls over expected credit loss allowances, group policies, aging report classification, and the appropriateness of management's estimates473475 Information Other Than the Consolidated Financial Statements and Auditor's Report Thereon Directors are responsible for other information in the annual report beyond the consolidated financial statements and auditor's report; the auditor's opinion does not cover this other information, but they review it for material inconsistencies or misstatements with the consolidated financial statements - Directors are responsible for all information in the annual report other than the consolidated financial statements and the auditor's report thereon476482 - The auditor's opinion on the consolidated financial statements does not cover the other information, but they review it for material inconsistencies or misstatements with the consolidated financial statements476477482 Responsibilities of the Directors for the Consolidated Financial Statements Directors are responsible for preparing consolidated financial statements that present a true and fair view in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance, ensuring effective internal controls, and assessing the group's ability to continue as a going concern - Directors are responsible for preparing consolidated financial statements that present a true and fair view in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance479483 - Directors are responsible for ensuring effective internal controls to prevent material misstatement in the consolidated financial statements due to fraud or error479483 - Directors are responsible for assessing the group's ability to continue as a going concern and disclosing related matters as applicable480483 Auditor's Responsibilities for the Audit of the Consolidated Financial Statements The auditor's objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, applying professional judgment and skepticism to identify and assess risks, understand internal controls, evaluate accounting policies, and communicate audit findings to the Audit Committee - The auditor's objective is to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error484485486 - The auditor exercises professional judgment, maintains professional skepticism, identifies and assesses risks of material misstatement, and designs and performs audit procedures486487 - The auditor communicates the planned scope and timing of the audit, significant audit findings, including any significant deficiencies in internal control, to the Audit Committee489491493495 - The engagement partner for this independent auditor's report is Zhu Wenwei497 Consolidated Statement of Profit or Loss This statement presents the group's financial performance for the year ended March 31, 2025, showing revenue, cost of sales, gross profit, other income, expenses, and the resulting loss for the year Consolidated Statement of Profit or Loss Overview This consolidated statement of profit or loss shows that for the year ended March 31, 2025, the group's revenue was RMB 377,688 thousand, a decrease from RMB 490,552 thousand in the prior year, resulting in a loss before tax of RMB 43,320 thousand and a loss attributable to equity holders of the company of RMB 37,550 thousand, with basic/diluted loss per share of RMB 7.58 cents Consolidated Statement of Profit or Loss Key Data (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 377,688 | 490,552 | | Cost of sales | (326,087) | (413,474) | | Gross profit | 51,601 | 77,078 | | Other income | 972 | 2,173 | | Selling expenses | (6,093) | (6,600) | | Administrative and other operating expenses | (54,131) | (48,498) | | Impairment losses on trade receivables, contract assets and other receivables | (30,747) | (11,894) | | Operating (loss)/profit | (38,398) | 12,259 | | Finance costs | (4,952) | (3,832) | | Share of profit of an associate | 30 | 9 | | (Loss)/profit before taxation | (43,320) | 8,436 | | Income tax | 5,770 | (79) | | (Loss)/profit for the year attributable to equity holders of the Company | (37,550) | 8,357 | | Basic/diluted (loss)/earnings per share (RMB cents) | (7.58) | 1.69 | - Revenue for the year decreased by approximately 23% year-on-year, from RMB 490,552 thousand to RMB 377,688 thousand499 - The group shifted from a profit last year to a loss, with a loss before tax of RMB 43,320 thousand, compared to a profit of RMB 8,436 thousand in the prior year499 Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the group's total comprehensive income for the year ended March 31, 2025, including the loss for the year and other comprehensive income items Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview This consolidated statement of profit or loss and other comprehensive income shows that for the year ended March 31, 2025, the group recorded a loss for the year of RMB 37,550 thousand, compared to a profit of RMB 8,357 thousand last year; other comprehensive income (after tax) for the year was primarily exchange differences on translation to presentation currency of RMB 96 thousand, resulting in a total comprehensive loss for the year attributable to equity holders of the company of RMB 37,454 thousand Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (RMB thousands) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | (Loss)/profit for the year | (37,550) | 8,357 | | Other comprehensive income for the year (after tax) | | | | - Exchange differences on translation to presentation currency | 96 | 264 | | Total comprehensive income for the year attributable to equity holders of the Company | (37,454) | 8,621 | - The group shifted from a profit last year to a loss, with a loss for the year of RMB 37,550 thousand, compared to a profit of RMB 8,357 thousand in the prior year501 - Exchange differences had a minor impact on comprehensive income, amounting to RMB 96 thousand in 2025 and RMB 264 thousand in 2024501 Consolidated Statement of Financial Position This statement presents the group's financial position as of March 31, 2025, detailing its assets, liabilities, and equity Consolidated Statement of Financial Position Overview This consol
元力控股(01933) - 2025 - 年度财报