Financial Performance - For the fiscal year ending March 31, 2022, the company recorded a revenue of approximately HKD 79.8 million from the sale of 18,046 tons of high-grade nickel-copper ore, a decrease from HKD 189 million in the previous year, which included sales of 24,730 tons of high-grade nickel-copper ore [12]. - The mining business accounted for 99.5% of total revenue, while other businesses contributed 0.5%, consistent with the previous year [10]. - Other businesses recorded revenue of approximately HKD 400,000, a decrease from HKD 900,000 in the previous year, with segment profit dropping to HKD 200,000 from HKD 1,200,000 [21]. - The company reported a share of profits from associates of approximately HKD 300,000, a significant recovery from a loss of HKD 100,000 in the previous year [24]. - For the fiscal year ending March 31, 2022, the group recorded total revenue of approximately HKD 80.2 million, a decrease of 58% compared to HKD 189.9 million in the previous fiscal year [32]. - The mining business generated revenue of approximately HKD 79.8 million, down 58% from HKD 189 million in the previous year, with segment profit decreasing by 41% to HKD 44.7 million [32]. - The group's adjusted EBITDA (non-HKFRS financial measure) decreased by HKD 56.1 million to HKD 41.8 million from HKD 97.9 million in the previous year [34]. - The total profit for the year was 36.63 million HKD, down from 50.17 million HKD in the previous year [178]. - The income tax expense for the year was 8.44 million HKD, compared to 20.07 million HKD in the previous year [178]. - Basic and diluted earnings per share for the year ended March 31, 2022, were 0.25 HK cents, down from 0.28 HK cents in 2021 [175]. - Adjusted earnings before interest, tax, depreciation, and amortization (EBITDA) decreased by 56.1 million HKD to approximately 41.8 million HKD for the year ended March 31, 2022, primarily due to a decline in revenue from copper-nickel product sales from 189 million HKD to 79.8 million HKD [176]. Exploration and Development - The company completed approximately 3,441 meters of drilling across 13 boreholes, incurring costs of about HKD 1.6 million for exploration activities [11]. - The estimated resources for the second phase of the Baishiquan copper-nickel mine include 2,880,000 tons of controlled resources with an average nickel grade of 0.58% and a copper grade of 0.39% [14]. - The company plans to submit a resource and reserve verification report to government authorities by the end of June 2022, with government approval expected by the end of August 2022 [5]. - The company is focused on the development of the Baishiquan copper-nickel mine, with a resource and reserve verification report expected by the end of June 2022 [20]. - The company anticipates rapid growth in market demand for copper and nickel due to their importance in a low-carbon future [20]. - The company has committed to new contracts totaling HKD 1,000,000 as of March 31, 2022, compared to none in the previous year [19]. - The company is prioritizing biodegradable materials and nano projects as key investment areas for the coming years despite macroeconomic uncertainties [23]. - The company has suspended mining and processing operations since March 2021, maintaining risks at an acceptable level [156]. - Exploration and development of mineral resources involve significant risks, with a low probability of converting exploration assets into production mines [156]. - The company faces inherent risks in mineral development, including potential cost overruns, which are common in mining projects [159]. - Mineral resource and reserve estimates are subject to uncertainties, and actual recoverable levels may differ from estimates [160]. - The company requires specific licenses and permits for exploration and mining, which are subject to government regulations that may change [162]. - Compliance with environmental regulations is mandatory, and failure to obtain necessary approvals may result in fines or penalties [165]. - The mining industry is experiencing intense competition for acquiring commercially viable assets, which may hinder the company's ability to secure mineral rights [166]. Corporate Governance - The company emphasizes the importance of effective corporate governance to enhance shareholder value and protect shareholder interests [57]. - The board of directors consists of five members, including two executive directors and three independent non-executive directors [62]. - The board held a total of 7 meetings during the fiscal year ending March 31, 2022 [65]. - The company adopted the GEM Listing Rules Appendix 15 Corporate Governance Code and complied with all provisions except for one [58]. - The company is actively seeking a suitable candidate to fill the CEO position, which has been vacant since the resignation of the acting CEO [58]. - The company has a commitment to high-quality board practices and effective internal controls [58]. - Independent non-executive directors confirmed their independence in accordance with GEM Listing Rules [72]. - The company has established policies and procedures for compliance with legal and regulatory requirements [60]. - The board is responsible for setting strategic goals and monitoring business management [59]. - The company has a structured approach to training and continuous professional development for directors and senior management [60]. - The company has adopted a code of conduct for directors' securities trading, aligning with GEM Listing Rules, confirming compliance for the year ending March 31, 2022 [73]. - The Audit Committee held 4 meetings during the year and reviewed the financial reporting procedures and internal controls [78]. - The Audit Committee recommended the reappointment of the external auditor, Guo Wei CPA, for the year ending March 31, 2022 [79]. - The Nomination Committee held 1 meeting during the year to review and recommend suitable candidates for board vacancies [80]. - The company adopted a nomination policy on January 29, 2019, to ensure a balanced skill set and diverse perspectives on the board [81]. - The company has a board diversity policy in place since January 29, 2019, aimed at achieving diversity within the board [85]. - The company adopted a board diversity policy in January 2019, focusing on various aspects such as gender, age, cultural and educational background, professional experience, skills, knowledge, and tenure [87]. - The board composition will be disclosed annually in the corporate governance report, emphasizing the importance of diverse perspectives and skills to meet business needs [87]. - The remuneration committee held one meeting during the fiscal year ending March 31, 2022, to review and approve senior management's compensation proposals [91]. - The auditor's fees for the fiscal year ending March 31, 2022, amounted to HKD 620,000 for annual audit services [95]. - The board is responsible for maintaining effective risk management and internal control systems, which were reviewed annually to ensure operational efficiency and compliance with laws [98]. - The company secretary received over 15 hours of professional training to update skills and knowledge regarding compliance with governance codes during the fiscal year [101]. - The audit committee monitors the effectiveness of internal controls and risk management systems, submitting regular reports for review and approval [97]. - The company emphasizes the importance of confidentiality in handling insider information, ensuring compliance with regulatory requirements [100]. - There were no changes to the charter documents during the fiscal year ending March 31, 2022 [102]. Employee and Labor Relations - As of March 31, 2022, the employee composition showed 80% male and 20% female [117]. - The company laid off 97 employees during the reporting period, adhering to labor laws [116]. - The age distribution of employees as of March 31, 2022, was 33% over 50 years, 40% between 40-49 years, and 27% between 30-39 years [117]. - The company emphasizes equal opportunities and does not tolerate discrimination [118]. - The company has complied with all employee obligations, with no labor disputes or lawsuits reported for the fiscal year ending March 31, 2022 [125]. - The company has established strict recruitment controls to avoid child labor and forced labor, ensuring compliance with relevant labor laws [124]. - The company provided employee benefits including 16% pension insurance, 6% medical insurance, 0.5% unemployment insurance, 1.52% work injury insurance, 0.5% maternity insurance, and 5% housing provident fund [120]. - The average training hours for financial staff in mainland China reached 65 hours, with training provided to two employees due to the completion of mining operations [122]. - The company implemented flexible work arrangements, allowing employees to work from home to reduce community traffic and social contact [123]. Environmental Sustainability - The company is committed to environmental sustainability and aims for zero workplace injuries and environmental incidents [171]. - The company reported a significant reduction in health and safety risks associated with mining operations, with only one reported COVID-19 case during the fiscal year ending March 31, 2022 [121]. - Waste emissions from mining operations significantly decreased over the past three years, with specific figures for waste rock, waste gas, and dust reported for fiscal years 2020, 2021, and 2022 [130]. - The company reported a significant reduction in water and electricity consumption due to the completion of mining and processing operations [134]. - The company initiated exploration and evaluation for the second phase of the Baishiquan project, selecting suppliers based on compliance with environmental regulations [134]. - The company is committed to community investment and creating job opportunities in the regions where it operates [145]. Risk Management - The company aims to mitigate risks associated with metal price fluctuations by maintaining close relationships with customers and adjusting production plans accordingly [152]. - The company has not engaged in foreign exchange hedging activities, which may expose it to currency risk due to fluctuations in the RMB [153]. - The company has established a reporting system for employees to report any violations of laws and regulations, ensuring compliance and accountability [141]. - The company's capital expenditure plans are aligned with current and expected market conditions [152]. - The company has a supplier evaluation committee that includes representatives from various departments to ensure fair and thorough supplier selection [141]. - The company emphasizes the importance of product quality by carefully selecting suppliers and requiring inspections of purchased materials [143]. - The company has not received any reports of illegal activities or complaints related to quality or health issues for the year ending March 31, 2022 [144].
天时资源(08028) - 2022 - 年度财报