绿领控股(00061) - 2025 - 年度业绩

Supplementary Announcement Overview This announcement supplements Green Leader Holdings Group Limited's FY2024 annual report, disclosing two unannounced construction contracts and updating on the auditor's disclaimer of opinion Purpose of Announcement This announcement supplements the 'Management Discussion and Analysis' section of the annual report with additional information on significant investments and acquisitions - This announcement aims to supplement additional information regarding significant investments and acquisitions within the 'Management Discussion and Analysis' section of the annual report[4] - Key content includes the disclosure of details for the Changcheng and Hongxin Contracts, and an update on the auditor's disclaimer of opinion regarding going concern[3][5][24] Discloseable Transactions – Construction Contracts The company discloses two previously unannounced construction contracts, the Changcheng and Hongxin Contracts, which constitute discloseable transactions Changcheng Contract The company disclosed two construction contracts with Changcheng totaling approximately RMB 3.25 million for coal mine facilities Changcheng Contract Details | Contract | Date | Contracting Parties | Contract Value (RMB, excl. tax) | Scope of Work | | :--- | :--- | :--- | :--- | :--- | | Changcheng Contract A | September 10, 2021 | Gujiao Bolong (Project Owner)
Changcheng (Contractor) | 2,733,944.95 RMB | Construction of new equipment storage, rainwater collection pool, and retaining wall (combined scope) | | Changcheng Contract B | September 10, 2021 | Gujiao Bolong (Project Owner)
Changcheng (Contractor) | 519,266.06 RMB | Construction of new equipment storage, rainwater collection pool, and retaining wall (combined scope) | - Payment terms include 70% upon completion, up to 90% after third-party audit, and a 10% quality retention released after a 12-month defect liability period[8][10] Hongxin Contract The company disclosed a construction contract with Hongxin valued at approximately RMB 17.65 million for coal mine shaft engineering Hongxin Contract Details | Item | Content | | :--- | :--- | | Date | January 10, 2023 | | Contracting Parties | Gujiao Fuchang (Project Owner)
Hongxin (Contractor) | | Contract Value | 17,652,229.36 RMB (excluding 9% VAT) | | Scope of Work | Construction of coal mine shaft anchor networks, anchor cables, auxiliary treatment systems, and waste rock discharge at the Fuchang Coal Mine area | - Payment terms are similar to the Changcheng Contract, involving phased payments and a 10% quality retention[14] Reasons for and Benefits of Entering into Contracts The Board views these contracts as essential for coal mining operations, with fair terms determined through negotiation and funded by internal resources - These construction projects are integral to the operational process of mining and exploring coal reserves in the relevant areas[17] - Contract values were determined through fair negotiation, considering scope, complexity, estimated costs, and market prices[15] - The Board considers the contract terms fair and reasonable, entered into on normal commercial terms, and in the overall interests of shareholders[17] Information on Contracting Parties The project owners were Group subsidiaries, while contractors Changcheng and Hongxin are independent third parties - Gujiao Bolong and Gujiao Fuchang were Group subsidiaries engaged in mining operations prior to consolidation termination[18][19] - Changcheng and Hongxin are independent Chinese construction companies unrelated to the Group[20][21] Listing Rules Implications and Remedial Actions The company addresses the implications of the unannounced discloseable transactions under Listing Rules and outlines remedial measures Implications under Listing Rules The Changcheng and Hongxin Contracts are discloseable transactions, and their untimely disclosure was an unintentional oversight - The Changcheng and Hongxin Contracts are discloseable transactions, with applicable percentage ratios between 5% and 25%[22] - Untimely disclosure resulted from miscommunication with Shanxi Coal Transportation management regarding Listing Rules compliance[22] Remedial Actions The company has implemented internal controls, including a dedicated team and Board approval for significant contracts, to ensure future Listing Rules compliance - A dedicated team, including the company secretary and group financial controller, will monitor and evaluate all construction and fixed asset procurement contracts[25] - Before contract execution, the team will calculate Listing Rules percentage ratios, requiring Board approval for any contract exceeding 5%[25] - The company will seek legal and professional advice as needed to ensure full Listing Rules compliance[25] Update on Disclaimer of Opinion The company provides an update on its action plan and progress in addressing the auditor's disclaimer of opinion regarding going concern Company's Action Plan and Expected Timetable The company's action plan addresses the auditor's disclaimer of opinion by seeking debt restructuring, negotiating with creditors, and developing its coal business by end of 2025 - The auditor issued a disclaimer of opinion on the FY2024 consolidated financial statements due to significant going concern uncertainties[24] - The action plan involves seeking potential investors for debt restructuring, negotiating extensions for RMB 119.7 million in payables, negotiating repayment terms with associates, and continuing coal business development[26] Action Plan Expected Timetable | Date (2025) | Action | | :--- | :--- | | April to August | Seek potential investors and conduct negotiations | | April to August | Negotiate settlement/extension with 2017 noteholders | | April to September | Negotiate with other creditors and associates | | By end of December | Complete potential restructuring and various settlement/extension agreements | Latest Progress of Action Plan The company is actively negotiating with a potential state-owned investor and various creditors, with a key tripartite meeting scheduled for late July or early August - The company is discussing a potential investment with a Chinese state-owned enterprise to support debt restructuring[29] - Discussions have been held with the potential investor, noteholders, other creditors, and associates via meetings and calls[30] - A key tripartite meeting with the company, 2017 noteholders, and the potential investor is planned for late July or early August[30] Definitions This section provides clear definitions for key terms used throughout the announcement to ensure consistent understanding Definitions of Key Terms This section defines specific terms used in the announcement, such as 'Changcheng Contract,' 'Hongxin Contract,' 'the Company,' and 'the Group,' to ensure consistent reader understanding - This section provides clear definitions for key terms used in the announcement, facilitating consistent understanding[31][32][34]