中科生物2023 年报

Stock Code: 1237()(Incorporated in the Cayman Islands with limited liability) 2023年報ANNUAL REPORT Contents Corporate Information2Financial Summary5Management Discussion and Analysis8Corporate Governance Report14Directors’ Report32Board of Directors and Senior Management49Independent Auditor’s Report52Consolidated Statement of Profit or Loss andOther Comprehensive Income60Consolidated Statement of Financial Position62Consolidated Statement of Changes in Equity64Consolidated Statement of Cash Flows65Notes to the Consolidated Financial Statements67 Corporate Information BOARD OF DIRECTORS Executive DirectorsMs. Xie Qingmei(Chairlady)Mr. Wu Zheyan(Chief Executive Officer) Independent Non-executive DirectorsProf. Jin ZhongweiProf. Su WenqiangMr. Tse Kwok Hing, Henry AUDIT COMMITTEE Mr. Tse Kwok Hing, Henry(Chairman)Prof. Su WenqiangProf. Jin Zhongwei REMUNERATION COMMITTEE Prof. Jin Zhongwei(Chairman)Prof. Su WenqiangMr. Tse Kwok Hing, Henry NOMINATION COMMITTEE Prof. Jin Zhongwei(Chairman)Prof. Su WenqiangMr. Tse Kwok Hing, Henry RISK MANAGEMENT COMMITTEE Mr. Tse Kwok Hing, Henry(Chairman)Prof. Su WenqiangProf. Jin Zhongwei COMPANY SECRETARYMr. Wong Wai Lun, FCPA FCPA AUTHORISED REPRESENTATIVESMr. Wu ZheyanMr. Wong Wai Lun Corporate Information(Continued) AUDITORS CWK CPA LimitedCertified Public AccountantsRegistered Public Interest Entity Auditors LEGAL ADVISORWinston & Strawn PRINCIPAL BANKERS Agricultural Bank of China, Zhangping BranchChina Construction Bank, Zhangping BranchBank of China, Zhangping Branch REGISTERED OFFICE Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands PRINCIPAL PLACE OF BUSINESSIN HONG KONG 28814B Unit B, 14/F, Eton Building288 Des Voeux Road CentralSheung WanHong Kong HEAD OFFICE IN THE PRC Fushan Industrial DistrictZhangping, Fujian, the PRC PRINCIPAL SHARE REGISTRAR ANDTRANSFER OFFICE IN CAYMAN ISLANDS Codan Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Codan Trust Company (Cayman) LimitedCricket SquareHutchins DriveP.O. Box 2681Grand Cayman KY1-1111Cayman Islands Corporate Information(Continued) HONG KONG BRANCH SHARE REGISTRARAND TRANSFER OFFICE 183171712–1716 Computershare Hong Kong Investor Services LimitedShops 1712–1716, 17th FloorHopewell Centre183 Queen’s Road EastWan ChaiHong Kong www.merrygardenholdings.com WEBSITEwww.merrygardenholdings.com 1237 STOCK CODE1237 Financial Summary(In RMB’000 unless otherwise stated) Financial Summary(Continued) (In RMB’000 unless otherwise stated) Financial Summary(Continued)(In RMB’000 unless otherwise stated) Management Discussion and Analysis BUSINESS REVIEW Segment review TheGroup’s core business segments are comprised ofmanufacturing and sales of wooden products and manufacturingand sales of renewable energy products. The performance of ourbusiness segments are as follows: Management Discussion and Analysis(Continued) During the year ended 31 December 2023 (the “Year”), thedistribution of revenue from our global markets are as follows: Manufacturing and sales of wooden products remains to be theGroup’s largest business segment, contributing 99.2% of the Group’srevenue. The revenue derived from such business decreased by36.0%. 99.2%36.0% 36.0%295.1460.711.511.5 Manufacturing and sales of wooden products is the principalsegment of the Group. Market demand from the Australasian marketsfor the Group’s products has shown significant decline in 2023. As aresult, revenue from manufacturing and sales of wooden productsduring the Year decrease 36.0% to RMB295.1 million (2022: RMB460.7million), and recorded a reportable segment loss of RMB11.5 million(2022: a reportable segment loss of RMB11.5 million). The Group’s renewable energy business focuses on the recycling ofleftover sawdust from the production of our wooden products intobiomass pellet fuel. Revenue from the renewable energy businessdecreased 43.1% to RMB2.4 million during the Year, with a profit ofapproximately RMB1.1 million (2022: revenue of RMB4.3 million andprofit of RMB1.0 million). 43.1%2.41.14.31.0 Management Discussion and Analysis(Continued) FINANCIAL REVIEWRevenue by product category Total 36.0%295.1460.799.2%99.1% Revenue from wooden products remained the largest income streamof the Group during the Year. Revenue from such category decreasedby 36.0% to RMB295.1 million (2022: RMB460.7 million), representing99.2% of total sales for the Year (2022: 99.1%), mainly attributable tothe decrease in sales to the Australasian markets. During the Year, the Group’s revenue from the renewable energybusiness decreased by 43.1% to approximately RMB2.4 million (2022:RMB4.3 million), due to the decrease in demand from the domesticrenewable energy market. 43.1%2.44.3 Gross profit and gross margin Gross profit dropped to approximately RMB20.2 million (2022:RMB53.9