世纪阳光2023年报

CREATE ABETTER LIVING 目 錄Contents 6公司資料Corporate Information8投資者資料Information for Investors10主席報告書Chairman’s Statement16管理層討論及分析Management Discussion and Analysis32董事及高級管理層簡歷Directors and Senior Management Profile35企業管治報告Corporate Governance Report56董事會報告Directors’ Report68獨立核數師報告Independent Auditors’ Report76綜合損益表Consolidated Statement of Profit or Loss77綜合全面收益表Consolidated Statement of Comprehensive Income78綜合財務狀況表Consolidated Statement of Financial Position80綜合權益變動表Consolidated Statement of Changes in Equity82綜合現金流量表Consolidated Statement of Cash Flows85財務報表附註Notes to the Financial Statements228五年財務概要Five-Year Financial Summary DifferentiatedProducts Leadthe Market Segment差異化產品領軍細分市場 Sales Network Cover theWhole Country銷售網絡覆蓋全國 使 命Mission To Enhance Crop Productivityand Soil Fertility讓作物更高產 讓土壤更肥沃 願 景Vision The Pioneer in the New Era ofEcological Fertiliser Industry引領生態肥料行業發展新時代 公司資料 Corporate Information HEAD OFFICE BOARD OF DIRECTORS 16th Floor, Tower 5, The GatewayHarbour CityTsim Sha TsuiKowloonHong KongTelephone:(852) 2802 2165Fax:(852) 2802 2697E-mail:ir@centurysunshine.com.hkWebsite:www.centurysunshine.com.hk Executive DirectorsChi Wen Fu(Chairman)Chi Jing Chao 516(852) 2802 2165(852) 2802 2697ir@centurysunshine.com.hkwww.centurysunshine.com.hk Independent Non-executive DirectorsCheung Sound PoonSheng HongShen Yi Min Company SecretaryLuk Sai Wai, Simon AUDITORS COMMITTEES 8191903A-1905 Prism Hong Kong and Shanghai LimitedCertified Public AccountantsRegistered Public Interest Entity AuditorUnit 1903A-1905, 19/F.8 Observatory RoadTsim Sha TsuiHong Kong Audit CommitteeCheung Sound Poon(Committee Chairman)Sheng HongShen Yi Min Nomination CommitteeChi Wen Fu(Committee Chairman)Cheung Sound PoonSheng Hong PRINCIPAL BANKERS DBS Bank (Hong Kong) LimitedO-Bank Co., Ltd. Remuneration Committee Cheung Sound Poon(Committee Chairman)Sheng HongShen Yi MinChi Jing Chao 投資者資料 Information for Investors SHARE REGISTRAR AND TRANSFEROFFICES Suite 3204, Unit 2ABlock 3, Building DP.O. Box 1586, Gardenia CourtCamana BayGrand Cayman KY1-1110Cayman Islands Principal: Suite 3204, Unit 2ABlock 3, Building DP.O. Box 1586, Gardenia CourtCamana BayGrand Cayman KY1-1110Cayman Islands 1617 Hong Kong: Tricor Investor Services Limited17/F, Far East Finance Centre16 Harcourt RoadHong Kong REGISTERED OFFICE Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands 2023 2023 InterimHK$NilFinal (proposed)HK$Nil 主席報告書Chairman’s Statement I would like to thank all for the unfailing support and total confidence in Century Sunshine Group HoldingsLimited (the “Company” and together with its subsidiaries, “Century Sunshine” or the “Group”). On behalf of theboard (the “Board”) of directors (the “Directors”) of the Company, I am pleased to present the annual results forthe year ended 31 December 2023 (the “Year”) of the Group for the perusal of our stakeholders. 202312 31 行業回顧 INDUSTRY REVIEW 「複合肥行業產能過剩需求疲軟」 “Overcapacity in the compound fertiliser industry, weak demand.” 202340% In the past two years, the international political and economic environment has been complex and volatile, andenergy and fertiliser prices have remained unstable. In 2023, the capacity utilisation rate of China’s compoundfertiliser market was only 40%. Many compound fertiliser enterprises in major provinces such as Shandong andJiangsu have withdrawn their production capacity. Compound fertilisers are located at the end of the fertiliserindustry chain, and the irregular price fluctuations in the upstream sector have disrupted the seasonal productionand stocking rhythm of fertilisers. As a result, the capacity utilisation rate is difficult to improve, customers arecautious in their purchases, and market demand has declined. 業務回顧 BUSINESS REVIEW The fertiliser business is in a situation of internal troubles and external difficulties. Apartfrom the overall downturn in the industry, the internal factors that have affected theperformance of the Group’s operations are mainly due to the impact of the pandemicand the resulting financial shortage caused by debt restructuring. Additionally, the debtrestructuring of our domestic subsidiaries in China (the “Domestic Subsidiaries”) has notyielded satisfactory results, making the operation of the company extremely challenging. 20236 1520237 2620237 3120238 31202310 24 The schemes proposed by the Company was approved by the requisite statutory majoritiesof the scheme creditors on 15 June 2023. The schemes were subsequently approvedby the Hong Kong Court on 26 July 2023, and the Singapore Court on 31 July 2023.The Schemes became effective on 31 August 2023. Since then, the Joint ProvisionalLiquidators had made the application to the Grand Court of Caymans Islands (the “GrandCourt”) for the withdrawal of the Cayman Petition and the discharge of the appointment ofjoint provisional liqui