1、Definitions02Corporate information07Chairmans statement09Financial highlights10Four Years Financial Summary11Management Discussion and Analysis12Directors,Supervisors and Senior Management29Corporate Governance Report39Report of Directors64Report of the Supervisory Committee84Independent Auditors Re
2、port87Consolidated Statement of Profit or Loss and Other Comprehensive Income92Consolidated Statement of Financial Position94Consolidated Statement of Changes in Equity96Consolidated Statement of Cash Flows97Notes to the Consolidated Financial Statement99ContentsDefinitionsCONTIOCEAN ENVIRONMENT TEC
3、H GROUP CO.,LTD.02In this Annual Report,the following expressions shall have the meanings set out below,unless the context otherwise requires:“AGM”the annual general meeting of the Company to be held on 16 May 2025“Alfaback Automation”Alfaback Automation Co.,Ltd.(安佰科(南通)電氣設備有限公司),a company incorpora
4、ted in the PRC on 30 September 2019 and a wholly-owned subsidiary of our Company“Annual Report”the annual report of the Group for the financial year ended 31 December 2024“Articles of Association”or “Articles”the articles of association of the Company adopted on 27 July 2024,as amended from time to
5、time“Audit Committee”the audit committee of the Board“Board Diversity Policy”the diversity policy of the Board“Board of Directors”or“Board”the board of Directors of the Company“CG Code”the Corporate Governance Code as set out in Appendix C1 to the Listing Rules“Chairman”the chairman of the Board“Co-
6、founders”Mr.Zhou Yang,Mr.Zhao Mingzhu,and Mr.Chen Zhiyuan“Company”or“our Company”or “the Company”ContiOcean Environment Tech Group Co.,Ltd.(上海匯舸環?？萍技瘓F股份有限公司)(stock code:2613),a joint stock company incorporated in the Peoples Republic of China with limited liability“Concert Party Agreement”the concer
7、t party agreement(一致行動人協議書)dated 13 October 2022 entered into among Mr.Zhou Yang,Mr.Zhao Mingzhu,and Mr.Chen Zhiyuan“ContiOcean Development”ContiOcean Corporate Development LLP(上海匯舸企業發展合夥企業(有限合夥),formerly known as Huzhou ContiOcean Equity Investment Partnership(LP)(湖州匯舸股權投資合夥企業(有限合夥)and ContiOcean(H
8、uzhou)Corporate Management Partnership(LP)(匯舸(湖州)企業管理合夥企業(有限合夥),a limited partnership established in the PRC on 21 May 2021 and our employee shareholding platform,with its general partner being ContiOcean IndustrialANNUAL REPORT 202403Definitions(Continued)“ContiOcean Hong Kong”ContiOcean Environmen
9、t Tech Co.,Limited,a company incorporated in Hong Kong with limited liability on 28 December 2017 and a wholly-owned subsidiary of our Company“ContiOcean Industrial”ContiOcean(Nantong)Environment Industrial Holdings Co.,Ltd.(匯舸(南通)環保產業控股有限公司),a limited liability company established in the PRC on 14
10、May 2021 and controlled by our Co-founders“ContiOcean International”ContiOcean International Development Co.,Ltd.(上海匯舸國際貿易發展有限公司),a limited liability company established in the PRC on 15 March 2023 and a wholly-owned subsidiary of our Company“ContiOcean Nantong”ContiOcean(Nantong)E.P.Equipment Co.,L
11、td.(匯舸(南通)環保設備有限公司),formerly known as ContiOcean(Nantong)Environmental Technology Co.,Ltd.(匯舸(南通)環?？萍加邢薰?,a limited liability company established in the PRC on 28 January 2019 and a wholly-owned subsidiary of our Company“ContiOcean Singapore”ContiOcean Pte.Ltd.,a company incorporated in the Republi
12、c of Singapore with limited liability on 20 July 2018 and a wholly-owned subsidiary of our Company“Controlling Shareholder(s)”has the meaning ascribed to it under the Listing Rules,and unless the context otherwise requires,refers to Mr.Zhou Yang,Mr.Zhao Mingzhu,Mr.Chen Zhiyuan,and ContiOcean Develop
13、ment for the purpose of the Listing Rules“Director(s)”the directors of our Company,including all executive,non-executive,and independent non-executive Directors“ECL”expected credit loss“ESG”environment,social and governance“ESG Committee”the environmental,social and governance committee of our Board
14、“EUR”or“Euro”the lawful currency of the European Union“Global Offering”the Hong Kong Public Offering and International OfferingCONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.04Definitions(Continued)“Group”,“our Group”,“our”,“we”,or“us”the Company and its subsidiaries,or any one of them as the context may
15、 require or,where the context so requires,in respect of the period before our Company became the holding company of its present subsidiaries,the businesses operated by such subsidiaries or their predecessors(as the case may be)“H Share(s)”ordinary share(s)in the share capital of our Company with a n
16、ominal value of RMB1.00 each,which is/are listed on the Stock Exchange“Hong Kong”the Hong Kong Special Administrative Region of the PRC“Hong Kong dollars”,“HKD”or“HK$”Hong Kong dollars the lawful currency of Hong Kong“Hong Kong Public Offering”has the meaning ascribed to it in the Prospectus“IFRS”IF
17、RS Accounting Standards,as issued from time to time by the International Accounting Standards Board“IMO”the International Maritime Organization“International Offering”has the meaning ascribed to it in the Prospectus“Jiangsu ContiOcean Electronic Ltd”Jiangsu ContiOcean Electronic Ltd.(江蘇匯舸電力有限公司),a l
18、imited liability company established in the PRC on 4 July 2022“Latest Practicable Date”24 April 2025,being the latest practicable date for the purpose of ascertaining certain information contained in this Annual Report prior to its publication“LEG”liquefied ethylene gas,which is ethylene that has be
19、en cooled or pressurized to transition from its gaseous state into a liquid form.This process allows for easier storage and transport of ethylene“LFSS”low-flashpoint fuel supply system“Listing”listing of the H Shares on the Main Board of the Hong Kong Stock Exchange“Listing Date”9 January 2025,the d
20、ate on which the H Shares were initially listed on the Hong Kong Stock Exchange“Listing Rules”the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,as amended,supplemented,or otherwise modified from time to timeANNUAL REPORT 202405Definitions(Continued)“LPG”liquefi
21、ed petroleum gas,which is a term used to describe two hydrocarbon gases,propane(C3H8)and butane(C4H10),which are most commonly used as fuel“MEPC”the Marine Environment Protection Committee“Ministry of Commerce”the Ministry of Commerce of the PRC(中華人民共和國商務部)“Model Code”the Model Code for Securities T
22、ransactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules“NEEQ”National Equities Exchange and Quotations“Nomination Committee”the nomination committee of the Board“Nomination Policy”the nomination policy of the Board“Non-H Share(s)”ordinary Share(s)with a nominal valu
23、e of RMB1.00 each,other than our H Shares(namely,the Share(s)currently quoted on NEEQ)“Participants”the participants of the Pre-IPO Share Option Scheme“PCTC”Pure Car and Truck Carriers“PRC”,“China”or“Mainland China”the Peoples Republic of China,but for the purpose of this annual report and for geogr
24、aphical reference only and except where the context requires otherwise,references in this annual report to“China”and“the PRC”do not apply to Hong Kong,the Macau Special Administrative Region of the Peoples Republic of China,and Taiwan“PRC Company Law”the Company Law of the Peoples Republic of China(
25、中華人民共和國公司法),as amended,supplemented,or otherwise modified from time to time“Pre-IPO Share Option Scheme”the pre-IPO share option scheme which came into effect on 27 July 2024“Prospectus”the prospectus of the Company dated 31 December 2024“R&D”research and developmentCONTIOCEAN ENVIRONMENT TECH GROUP
26、 CO.,LTD.06Definitions(Continued)“Remuneration Committee”the remuneration committee of the Board“Reporting Period”or the“Year”or“2024”the year ended 31 December 2024“RMB”Renminbi,the lawful currency of the PRC“Securities Transaction Code for Directors,Supervisors and Senior Management”the securities
27、 transaction code formulated by the Company for Directors,Supervisors and senior management of the Company“SFO”Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong),as amended,supplemented,or otherwise modified from time to time“Share(s)”ordinary shares in the share capital of our C
28、ompany with a nominal value of RMB1.00 each“Shareholder(s)”holder(s)of our Share(s)“Shareholders Communication Policy”the shareholders communication policy of the Company“Stock Exchange”or “Hong Kong Stock Exchange”the Stock Exchange of Hong Kong Limited“Supervisor(s)”the supervisors of our Company“
29、Supervisory Committee”the supervisory committee of the Board“Texhong”Texhong International Group Limited,a company listed on the Main Board of the Hong Kong Stock Exchange(stock code:2678)“U.S.”or“United States”the United States of America,its territories,its possessions,and all areas subject to its
30、 jurisdiction“USD”or“US$”United States dollars,the lawful currency of the United States“VAT”value-added-tax“WTC”Wavelength Technology Center,LDA,a company with limited liability incorporated in Madeira on 21 April 2022 and a subsidiary of our Company indirectly owned as to 51%“%”per centCorporate in
31、formationANNUAL REPORT 202407BOARD OF DIRECTORSExecutive DirectorsMr.Zhou Yang(Chairman)Mr.Zhao MingzhuMr.Chen ZhiyuanMr.Shu Wa Tung,LaurenceMr.Chen RuiIndependent Non-executive DirectorsMr.Zhu RongyuanDr.Guan YanminMs.Ng Sin KiuAUDIT COMMITTEEMr.Zhu Rongyuan(Chairman)Dr.Guan YanminMs.Ng Sin KiuREMU
32、NERATION COMMITTEEDr.Guan Yanmin(Chairman)Mr.Shu Wa Tung,LaurenceMr.Zhu RongyuanNOMINATION COMMITTEEMr.Zhu Rongyuan(Chairman)Mr.Zhou YangMs.Ng Sin KiuSTOCK CODE2613LISTING DATE9 January 2025ENVIRONMENTAL,SOCIAL AND GOVERNANCE COMMITTEEMr.Zhao Mingzhu(Chairman)Mr.Chen ZhiyuanMr.Chen RuiMr.Zhu Rongyua
33、nREGISTERED OFFICERoom 1101,No.2 Maji RoadChina(Shanghai)PilotFree Trade Zone ShanghaiCOMPANYS WEBSITEHEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRCUnit 3002,30/F,South TowerShanghai International Fortune CenterNo.36 Xin Jin Qiao RoadPudong New District,ShanghaiPRINCIPAL PLACE OF BUSINESS I
34、N HONG KONG20/F,Silver Fortune Plaza1 Wellington StreetCentral,Hong KongH SHARE REGISTRARTricor Investor Services Limited17/F,Far East Finance Centre 16 Harcourt RoadHong KongCONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.08Corporate information(Continued)COMPANY SECRETARYMr.Shu Wa Tung,LaurenceSUPERVISO
35、RSMr.Shen XiaoweiMr.Yu YuanyangMr.Wu YunfengAUTHORIZED REPRESENTATIVESMr.Shu Wa Tung,LaurenceMr.Chen RuiCOMPLIANCE ADVISERChina Galaxy International Securities (Hong Kong)Co.,LimitedAUDITORDeloitte Touche TohmatsuCertified Public AccountantsRegistered Public Interest Entity Auditor35/F,One Pacific P
36、lace88 QueenswayHong KongHONG KONG LEGAL ADVISERAllen Overy Shearman SterlingPRINCIPAL BANKSChina Merchants Bank Co.,Ltd.Shanghai Branch,Changle Sub-branchNo.801 Changle Road Shanghai PRCBank of Communications Co.,Ltd.Shanghai Municipal Branch10th Floor,99 South Zhong Shan RoadShanghai PRCChairmans
37、StatementANNUAL REPORT 202409Dear Shareholders:On behalf of the Board,I am pleased to present the Annual Report of the Group for the financial year ended 31 December 2024.2024 marked a milestone year for the Group.In 2017,driven by passion,we founded the Group with a mission to leverage technologica
38、l innovation in providing comprehensive environmental protection equipment and system solutions to our clients,empowering them to achieve more efficient and sustainable business operations.Upholding a globalization strategy and international approach,the Group has established service networks across
39、 Asia,Europe,the Americas,the Middle East,and other regions.Over seven years of development,we have grown into a leading supplier of marine environmental protection equipment and systems in China and globally.Our core products marine exhaust gas cleaning systems,marine energy-saving devices,marine c
40、lean-energy supply systems,and maritime services have become the preferred choice for numerous shipowners and shipyards.These solutions comprehensively address clients ESG needs,enabling them to pursue greener and more efficient maritime operations.Our H Shares were successfully listed on the Main B
41、oard of The Stock Exchange of Hong Kong Limited on 9 January 2025.This entry into Hong Kongs capital market has infused a powerful new impetus into the Companys future growth.As an international financial hub,Hong Kongs strategic location and open market environment will provide robust support for o
42、ur global expansion.We firmly believe that leveraging this global platform will propel the Group to achieve transformative growth.Looking ahead,we remain committed to driving technological innovation,deepening our presence in global markets,and delivering superior products and services to our client
43、s.Simultaneously,we will continue to focus on the marine environmental protection sector,contributing to society through tangible actions and advancing progress toward carbon neutrality.We recognize that this journey is fraught with challenges,but with unwavering vision and steadfast dedication,we a
44、re confident in reaching greater heights and broader horizons.Finally,on behalf of the Board,I would like to extend our heartfelt gratitude to all shareholders,business partners,and stakeholders for your enduring trust and support.Special thanks go to the Groups management and employees for their re
45、lentless dedication over the past year.Mr.Zhou YangChairman and Executive DirectorShanghai,28 March 2025Financial HighlightsCONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.10For the year ended 31 December20242023ChangeRMB000RMB000(%)Revenue614,395510,25520.4Gross profit245,770241,7371.7Profit for the year
46、120,266120,534-0.2Profit for the year attributable to owners of the Company120,891120,5560.3RMBRMB%Basic earnings per share4.034.020.2Diluted earnings per share4.03N/AN/ARMB000RMB000%Total assets453,619522,500-13.2Total liabilities169,387267,709-36.7Net assets284,232254,79111.6Four Years Financial S
47、ummaryANNUAL REPORT 202411For the year ended 31 December2024202320222021RMB000RMB000RMB000RMB000Revenue614,395510,255267,233140,521Gross profit245,770241,737100,08247,509Profit for the year120,266120,53436,77712,769AssetsNon-current assets67,08070,70265,61865,658Current assets386,539451,798311,09829
48、2,747 Total Assets453,619522,500376,716358,405 LiabilitiesNon-current liabilities30,5441,4936221,547Current liabilities138,843266,216240,191243,258 Total Liabilities169,387267,709240,813244,805 Total Equity284,232254,791135,903113,600 Management Discussion and AnalysisCONTIOCEAN ENVIRONMENT TECH GRO
49、UP CO.,LTD.12OVERVIEWThe Groups revenue and profit for the Reporting Period were approximately RMB614.4 million(2023:RMB510.3 million)and RMB120.3 million(2023:RMB120.5 million),respectively.Basic earnings per share attributable to owners of the Company for the Year was RMB4.03(2023:RMB4.02).The Boa
50、rd has resolved to recommend the payment of final dividend of RMB1.5 per Share for the Year(2023:RMB1.6 per Share).OUR BUSINESSThe Group is a world leading maritime environmental protection equipment and system provider serving customers from different regions.We have a suite of maritime environment
51、al protection equipment and systems,helping our customers to pursue more effective and sustainable business operations while meeting various requirements set by the IMO.The equipment and systems include marine exhaust gas cleaning systems,marine energy-saving devices,marine clean-energy supply syste
52、ms and maritime services.We customize our equipment and systems to tailor to the unique needs of each customer.Our marine exhaust gas cleaning systems provide an option to our customers to reduce sulfur emission and we also offer other equipment and systems to cater for ESG needs such as compliance
53、with various requirements set by the IMO in the long term.Our major customers generally procure multiple equipment and systems from us.The following table sets forth our business segments and respective key products or services in response to various customer demand:Customer demandOur business segme
54、ntsOur key products or services under each business segmentPursuit of maritime environmental protection and compliance with IMO requirement on sulfur content(2016)to reduce the sulfur content in ships fuel from 3.5%to 0.5%(1)Marine exhaust gas cleaning systems(which aims to reduce sulfur emissions f
55、rom ships and mitigate the impact of shipping on air quality)Ship exhaust gas cleaning systems(including openloop and hybrid types)Pursuit of maritime environmental protection as well as compliance with IMO requirement and target on decarbonization(2021)to achieve a minimum reduction of 40%in GHG em
56、issions per transport work by 2030,relative to the baseline figures of 2008(2)Marine energy-saving devices(which encompasses a suite of devices to reduce fuel consumption for ships and lowers the carbon emissions in maritime operations)Energy saving devices including rudder bulb,preshrouded vanes,hu
57、b vortex absorbed fins,wind deflector,etc.ANNUAL REPORT 202413Management Discussion and Analysis(Continued)Customer demandOur business segmentsOur key products or services under each business segmentPursuit of maritime environmental protection and compliance with IMO requirement and target on decarb
58、onization(2023)to achieve net-zero GHG emissions from international shipping by around 2050(3)Marine clean-energy supply systems(which assists ships to utilize clean energy to power their operation)(i)Low-flashpoint fuel supply system(for methanol)(ii)Fuel gas supply system(for LNG/LEG)Pursuit of en
59、vironmental sustainability,operational efficiency,and social engagement,among othersMaritime services(which improve the onboard living environment and streamline maritime operations)(i)Ship accommodation interior design and construction,including and provision of relevant equipment(ii)Container ship
60、 and PCTC lashing gears(iii)Other maritime services,including the provision of maritime equipment and spare parts,such as hydro blasting machines,personal protective equipment for crew members,ship cyber security software and hardware,etc.Notes:(1)The IMOs MEPC meeting in 2016 reduced the upper limi
61、t of sulfur content in ships fuel from 3.5%to 0.5%,effective from 1 January 2020.Ships that have installed ship exhaust gas cleaning systems using high-sulfur fuel can also use low-sulfur fuel.(2)The IMOs MEPC meeting in 2021 updated the targets for GHG emission reduction from ships,aiming to achiev
62、e a minimum reduction of 40%in GHG emissions per transport work by 2030,relative to the baseline figures of 2008.(3)The IMOs MEPC meeting in 2023 updated the targets for GHG emission reduction from ships,aiming to peak and then achieve net-zero GHG emissions from international shipping by around 205
63、0.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.14Management Discussion and Analysis(Continued)OUR STRENGTHSWe believe the following strengths have contributed to our success and differentiate us from other competitors.Amaritimeenvironmentalprotectionequipmentandsystemproviderbenefitedbyagrowingglobalma
64、rket driven by the heightened and evolving ESG regulatory framework and initiatives related to maritime environmental protectionR&DandinnovationcapabilitytocapturefastchangingmarketdemandAstrongglobalservicenetworkservingadiversifiedandqualitycustomerbaseComprehensiveandcustomizedmaritimeenvironment
65、alprotectionequipmentandsystemsStrongsupplychainmanagementcapabilityandstringentqualitycontrolAmanagementteamwithextensiveindustryexperienceandproventrackrecordGEOGRAPHICAL MARKET ANALYSISSet out below is a breakdown of revenue by geographical areas:20242023ApproximatepercentagechangeApproximateperc
66、entageof totalrevenue in2024Approximatepercentageof totalrevenue in2023(RMB000)(RMB000)Mainland China311,662105,276196.0%50.7%20.6%Overseas302,733404,979-25.2%49.3%79.4%614,395510,25520.4%100.0%100.0%The Groups revenue from Mainland China increased by approximately RMB206.4 million or 196.0%from 202
67、3 to 2024,which was mainly due to the increase in investment demand in the global new shipbuilding market,a large number of new shipbuilding orders for shipyards in China,and expansion of customer base of domestic shipyard by the Company.The Groups revenue from overseas decreased by approximately RM
68、B102.2 million or 25.2%from 2023 to 2024,which was mainly due to(i)many overseas clients preference to sign contracts with us through domestic shipyards for new shipbuilding orders,resulting in a decrease in overseas revenue;and(ii)our overseas clients preference not to suspend ships operations for
69、the installation of our products when freight rates were relatively high.We will keep strengthening marketing capabilities and expand customer outreach globally.ANNUAL REPORT 202415Management Discussion and Analysis(Continued)BUSINESS SEGMENT ANALYSISSet out below is a breakdown of revenue by differ
70、ent streams:20242023ApproximatepercentagechangeApproximatepercentageof totalrevenue in2024Approximatepercentageof totalrevenue in2023(RMB000)(RMB000)Marine exhaust gas cleaning systems287,814341,180-15.6%46.8%66.8%Marine energy-saving devices64,36058,03110.9%10.5%11.4%Marine clean-energy supply syst
71、ems67,0405,5521,107.5%10.9%1.1%Maritime services195,181105,49285.0%31.8%20.7%614,395510,25520.4%100.0%100.0%Marine exhaust gas cleaning systems serves as a mature revenue stream for the Company,generating revenues of approximately RMB341.2 million in 2023 and RMB287.8 million in 2024.Revenue from ma
72、rine exhaust gas cleaning system decreased by about 15.6%year-on-year in the Reporting Period,primarily due to the following reasons:(i)the favorable conditions in the shipping market that have reduced the willingness of operational vessels to halt operations for retrofitting,leading to lower demand
73、 for desulfurization systems compared to the previous year;(ii)the cost reductions of marine exhaust gas cleaning systems that enabled us to pass on benefits to our clients through more competitive pricing;and(iii)the proportion of newbuilding orders among delivered projects increased significantly
74、in 2024 and the lower price of marine exhaust gas cleaning systems of newbuilding than that of the retrofit under the same specification in normal circumstances.Marine energy-saving devices revenue increased from RMB58.0 million in 2023 to RMB64.4 million in 2024,which was mainly driven by the heigh
75、tened and evolving ESG regulatory framework and initiatives related to maritime environmental protection.Marine clean-energy supply systems revenue increased significantly by about 11 times,from RMB5.6 million in 2023 to RMB67.0 million in 2024,due to(i)the surge in revenue from nitrogen generation
76、systems,the orders of which in 2024 increased by 130.0%as compared to 2023;and(ii)the introduction of high-capacity nitrogen generation systems since 2023,the unit price of which is higher,therefore driving revenue growth at a faster rate in 2024.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.16Managemen
77、t Discussion and Analysis(Continued)Maritime services revenue increased from RMB105.5 million in 2023 to RMB195.2 million in 2024.The 85.0%increase was mainly due to the following reasons:(i)post-pandemic demands for improved crew working conditions,coupled with intensified competition in seafarer r
78、ecruitment.These drive shipowners to enhance investments in talent retention and welfare programs,which boosted the demand for the maritime services;and(ii)soaring container freight rates which reach historic highs,spurring corresponding increases in newbuild investments and driving sales growth of
79、lashing equipment for container ships and PCTC.We will continue to seize market opportunities arising from the regulatory framework of IMO and initiatives related to marine environmental protection in order to increase our revenue from different equipment and systems.CUSTOMER ANALYSISBelow is a brea
80、kdown of revenue by customers:20242023ApproximatepercentagechangeApproximatepercentageof totalrevenue in2024Approximatepercentageof totalrevenue in2023(RMB000)(RMB000)Customer A139,522136,8342.0%22.7%26.8%Customer B113,595N/AN/A18.5%N/ACustomer C104,294N/AN/A17.0%N/ACustomer D75,532190,318-60.3%12.3
81、%37.3%Other customers181,452183,103-0.9%29.5%35.9%614,395510,25520.4%100.0%100.0%N/A:not disclosed as the revenue from such customers was less than 10.0%of total revenue during the corresponding year.During the Reporting Period,a majority part of our revenue was derived from our top four customers.C
82、oncentration in the customer base in the maritime environmental protection equipment and system industry is in line with the industry norm.Our top customers vary significantly year-over-year,primarily because maritime environmental equipment and systems require non-recurring capital expenditure from
83、 shipowners rather than constituting repeat-purchase consumables.ANNUAL REPORT 202417Management Discussion and Analysis(Continued)The revenue from Customer A remained relatively stable and increased by 2.0%while the revenue from Customer B and Customer C increased significantly to reach RMB113.6 mil
84、lion and RMB104.3 million respectively in 2024.The revenue from Customer D decreased by 60.3%mainly because its capital expenditure was mainly carried out in 2023.We are seeking to mitigate the concentration risks by fostering relationships with emerging markets and broadening our equipment and syst
85、em offerings in order to appeal to a wider customer base.Additionally,we are investing in market development and sales initiatives to enhance our brand visibility and attract new customers.We are also leveraging technological advancements to innovate our equipment and systems,thereby increasing our
86、competitive edge and reducing dependency on any single customer or market segment.Above all,we aim to achieve a more balanced revenue stream and fortify our market position in the long term.RESEARCH AND DEVELOPMENTAs a global leading maritime environmental protection equipment and system provider,th
87、e Group attaches great importance to technology,and prides itself on introducing innovative and new products and services as below:Marine exhaust gas cleaning system Urea Solution Production Systems:Developed our first-generation urea solution production plant and delivered it to our Japanese client
88、,which diversified our product portfolio.On the basis of the Marine AUS40 urea solution production plant,the Company has also successfully developed AUS32 for vehicles,which integrates the form of pure water generator and urea solution quantitative filling device,the urban water input,and AUS40/AUS3
89、2 output mode,to meet the market demand.Marine energy-saving devices Waste Heat Recovery Systems:Under our research and development in 2024,the Company successfully delivered its first 7,000-PCTC vessel waste heat recovery system in January 2025,adding new impetus to the green transformation of the
90、marine industry.The system recovers waste heat generated during the operation of the ships main engine and converts it into electrical energy.It can effectively reduce energy consumption during ship operation and contribute to energy-saving and emission-reduction efforts in the shipping sector.CONTI
91、OCEAN ENVIRONMENT TECH GROUP CO.,LTD.18Management Discussion and Analysis(Continued)Marine clean-energy supply systems High-capacity Industrial Nitrogen Systems:Developed high-capacity industrial-grade nitrogen generation systems to meet demanding operational requirements in complex environments and
92、 the Company has received more than 100 orders.The Company also successfully developed its first containerized nitrogen generation system in 2024.Patent AchievementsThe Group was successfully granted 23 new patents(including 22 invention patents)in 2024,bringing the total portfolio to 80 patents(inc
93、luding 42 invention patents).Awards and RecognitionsIn the Reporting Period,we have been honored with the following awards and accolades:ContiOcean Environment Tech Group Co.,Ltd.Presenting Authority/AssociationThe LFSS won the“Top 10 Energy Saving and Low-Carbon Technology Products”Shanghai Energy
94、Saving Engineering and Technology AssociationBenchmark enterprise for brand cultivation in ShanghaiShanghai Commission of Economy and Information TechnologyShanghai Municipal High-Tech Commercialization Project CertificationShanghai Municipal Science and Technology CommissionContiOcean(Nantong)E.P.E
95、quipment Co.,Ltd.Presenting Authority/AssociationSpecialized,Refined,Distinctive,and Innovative Enterprise in JiangsuIndustry and Information Technology Department of Jiangsu2024 Technology-based SME of Jiangsu ProvinceJiangsu Provincial Department of Science and Technology2024 Jiangsu Gazelle Enter
96、priseJiangsu Provincial Productivity Promotion CenterANNUAL REPORT 202419Management Discussion and Analysis(Continued)OUTLOOKThe global macroeconomic environment in 2025 continues to present a complex landscape of strategic opportunities intertwined with risk challenges.As the primary carrier of int
97、ernational trade cargo transportation,maritime shipping accounts for over 80.0%of global freight volume,with its sustainable development being pivotal to stabilizing global supply chains.Notably,driven by carbon neutrality goals,ESG principles have become deeply embedded in maritime industry evoluti
98、on the compounding effects of the IMOs latest emission regulations and national decarbonization policies have significantly amplified market demand for ship related environmental protection systems.The global marine environmental equipment market is forecasted to expand at a 29.7%compound annual gro
99、wth rate from 2024 to 2028,reaching USD11.4 billion by 2028.This growth trajectory not only reflects the industrys urgent need for low-carbon transition but also validates the substantial market dividends created by regulatory frameworks like the IMO 2030 Carbon Intensity Indicator.The implementatio
100、n of the FeulEU Maritime in 2025 will catalyze profound structural reforms in the shipping industry.Big shipping company Maersk Group is going to invest 15.0 billion over five years to construct 50 LNG-powered container vessels.It reveals that the green shipping technology revolution has entered an
101、implementation phase,creating diversified application scenarios for environmental solution providers.As an industry leader,the Company is positioned to garner heightened market recognition.Following the Companys successful listing of its H shares on the Stock Exchange on 9 January 2025,the intensifi
102、ed focus from capital markets has unlocked new growth opportunities.Concurrently,the Company will further increase R&D investments to pioneer innovative solutions in maritime environmental protection equipment and systems.We remain committed to developing cutting-edge products and system-level offer
103、ings that comprehensively address evolving client needs,thereby advancing global marine environmental protection initiatives.Looking ahead,we will remain steadfast in our technology-driven approach,deepening our global market presence to deliver premium products and services to clients worldwide.The
104、 Group will continue to capitalize market opportunities by maintaining strategic focus on the ship related environmental protection sector,sustainably grow its business operations while continuing to ramp up R&D investments,strengthen corporate governance frameworks,maintain equitable balance among
105、shareholder interests,actively fulfill social responsibilities,and achieve mutual advancement that benefits both social and corporate development.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.20Management Discussion and Analysis(Continued)FINANCIAL REVIEWRevenueDuring the Year,the Groups revenue amounte
106、d to RMB614.4 million,increased by RMB104.1 million or 20.4%as compared to that of RMB510.3 million in 2023.The increase in revenue was mainly from the increase in revenue from marine clean-energy supply systems and maritime services as discussed in the section headed“Business Segment Analysis”in th
107、is Annual Report.Gross profit and gross profit marginDuring the Year,the Groups gross profit amounted to RMB245.8 million,increased by RMB4.1 million or 1.7%,mainly due to the increases in gross profit of(i)marine energy-saving devices from RMB27.7 million in 2023 to RMB34.6 million in 2024;(ii)mari
108、ne clean-energy supply systems from RMB1.3 million in 2023 to RMB16.6 million in 2024;and(iii)maritime services from RMB29.8 million in 2023 to RMB52.4 million in 2024.These were mainly attributable to the increased number of orders the Group completed.Our overall gross profit margin decreased from
109、47.4%in 2023 to 40.0%in 2024,mainly due to the substantial rise in the revenue share of marine clean-energy supply systems and maritime services.These emerging business segments,which have not yet achieved complete independent production capabilities,carry higher cost ratios,thereby decreased the pr
110、ofit margin.Other incomeThe Groups other income amounted to RMB7.4 million in 2024,increased by approximately RMB3.8 million or 103.9%as compared to that of RMB3.6 million in 2023,mainly due to the increased interest income on bank deposits from RMB0.8 million in 2023 to RMB4.9 million in 2024,as(i)
111、the Group made time deposits denominated in USD in late 2023 and 2024,which generated higher interest rates,and(ii)the average bank and cash balance during the period increased,partially offset by the decrease in government grants from RMB2.8 million in 2023 to RMB2.5 million in 2024.Please refer to
112、 the below table and note 7 to the consolidated financial statements for details.Year ended 31 December20242023RMB000RMB000Government grants related income2,4512,767Interest income on bank deposits4,914845 7,3653,612 ANNUAL REPORT 202421Management Discussion and Analysis(Continued)Other gains and lo
113、ssesThe Group recorded a loss of RMB6.6 million in 2023 and a gain of RMB4.3 million in 2024 for other gains and losses,primarily due to net foreign exchange gains of RMB4.4 million recorded in 2024,compared to the net foreign exchange losses of RMB8.2 million incurred in 2023.This was mainly due to
114、 foreign exchange rate fluctuation impacting the sales proceeds from our sales to overseas customers that were denominated in USD.For details,please refer to the below table:Year ended 31 December20242023RMB000RMB000Net foreign exchange gains(losses)4,371(8,241)Gain on early termination of lease arr
115、angements55Loss on disposal of equipment(158)Fair value losses of financial assets at FVTPL(127)Gain on deemed disposal of investments in an associate4,794Others117(3,057)4,330(6,576)Distribution and selling expensesThe Groups distribution and selling expenses amounted to approximately RMB40.0 milli
116、on in 2024,increased by RMB12.3 million or 44.2%from that of RMB27.7 million in 2023.The increase was primarily due to(i)the increase in sales commission from RMB17.5 million incurred in 2023 to RMB25.5 million incurred in 2024,mainly because our revenue generated from sales promoted by sales agents
117、 increased from RMB278.7 million in 2023 to RMB373.0 million in 2024;(ii)the increase in the staff compensation cost due to the marketing team expansion to support surging business opportunities in the emerging business segments,especially for the clean-energy supply systems;and(iii)the consolidatio
118、n of European sales team.Administrative expensesThe Groups administrative expenses amounted to RMB43.8 million in 2024,decreased by RMB3.5 million or 7.5%from that of RMB47.3 million in 2023,primarily due to the decrease in share-based payment expenses from RMB5.5 million in 2023 to RMB1.7 million i
119、n 2024.The drop in the share-based payment expenses was mainly due to the Companys one-off share-based payment of about RMB4.8 million in 2023 for granting of incentive shares to a selected executive in 2023,leading to a decrease in the total amount of the share-based payments from RMB5.5 million in
120、 2023 to RMB1.7 million in 2024.Staff salary amounted to RMB21.1 million in 2024,increased by RMB1.5 million or 7.7%,as compared to RMB19.6 million in 2023.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.22Management Discussion and Analysis(Continued)Research and development expensesThe Groups research an
121、d development expenses amounted to RMB27.2 million in 2024,increased by RMB8.3 million or 43.5%from RMB18.9 million in 2023.This increase was primarily due to the increases in(i)cost of purchase from RMB6.1 million in 2023 to RMB11.4 million in 2024,mainly because certain R&D projects entered the pr
122、ototype trial production stage,resulting in greater demand for raw materials and product components,and(ii)staff cost from RMB8.2 million in 2023 to RMB12.3 million in 2024,as our then-associate,Wavelength Technology Center,LDA,became our subsidiary at the end of 2023,leading to increased number of
123、our R&D personnel.Share of results of associatesOur share of results of associates was a loss of RMB1.7 million in 2023 and nil in 2024,primarily because(i)our then-associate,WTC,became our subsidiary at the end of 2023 after we increased our investment,which incurred net losses,in 2023 as it was st
124、ill in the ramp-up phase,and(ii)we disposed of the entire interest of Jiangsu ContiOcean Electronic Ltd.(江蘇匯舸電力有限公司)in April 2023.Therefore,we had no associates in 2024.Impairment losses under expected credit loss model,net of reversalThe Groups impairment losses under the ECL model,net of reversal,
125、amounted to RMB2.2 million in 2024,increased by RMB0.5 million or 30.5%as compared to RMB1.7 million in 2023.The increase was mainly due to the increase in our trade and other receivables.Finance costsThe Groups finance costs amounted to RMB1.0 million in 2024,increased by RMB0.4 million or 82.3%as
126、compared to approximately RMB0.6 million in 2023.The increase in finance costs was primarily due to the higher average balance of our bank borrowings in 2024 as compared to 2023.Income tax expenseOur income tax expense increased by 11.7%from RMB20.3 million in 2023 to RMB22.6 million in 2024,represe
127、nting an increase in effective tax rate from 14.4%in 2023 to 15.8%in 2024.The increase in the effective tax rate was mainly due to the increase in tax expenses of the Groups overseas operating subsidiaries,which are subject to higher income tax rates.Profit for the YearAs a result of the foregoing,t
128、he Groups profit for the Year amounted to RMB120.3 million,decreased by RMB0.2 million or 0.2%as compared to RMB120.5 million in 2023.ANNUAL REPORT 202423Management Discussion and Analysis(Continued)Property,plant and equipmentOur property,plant and equipment mainly consisted of(i)buildings,(ii)mach
129、inery and equipment,(iii)office equipment and furniture,(iv)transportation equipment,(v)leasehold improvements and(vi)construction in progress.As at 31 December 2024,the Groups property,plant and equipment amounted to RMB46.8 million,decreased by RMB2.3 million or 4.7%from RMB49.1 million as at 31 D
130、ecember 2023.The decrease was mainly due to depreciation in 2024.InventoriesOur inventories primarily consisted of(i)raw materials and consumables such as stainless-steel plates and stainless-steel pipes,(ii)work in progress from production lines,and(iii)finished goods,i.e.products that were manufac
131、turing,completed quality inspection processes and were ready to be delivered.At 31 December20242023RMB000RMB000Raw materials and consumables1,1431,432Work in progress3,3291,561Finished goods24,17784,389 28,64987,382 The Groups inventories amounted to RMB28.6 million as at 31 December 2024,decreased
132、by RMB58.8 million or 67.3%as compared to RMB87.4 million as at 31 December 2023.The decrease was primarily due to the following reasons:(i)onsite installation and commissioning schedules for some marine exhaust gas cleaning systems under newbuild contracts concentrated in late 2023 and the first qu
133、arter of 2024.This led to a high level of goods in transit(shipped but not yet recognized)by the end of the 2023,which had been significantly reduced in 2024 as customer orders were fulfilled and deliveries completed;and(ii)the use of our enhanced inventory optimization initiatives,including just-in
134、-time procurement aligned with confirmed delivery schedules,resulted in the marked reduction in finished goods inventory and goods in transit.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.24Management Discussion and Analysis(Continued)Trade and other receivablesOur trade and other receivables mainly con
135、sisted of(i)trade receivables,less allowance for expected credit losses,in connection with the outstanding amounts due from customers,and(ii)other receivables comprising prepayments,deferred issue costs,VAT recoverable,VAT export refund receivable,rental deposits,and letter of credit deposits.The Gr
136、oups trade and other receivables amounted to RMB165.6 million as at 31 December 2024,increased by RMB77.4 million or 87.8%as compared to RMB88.2 million as at 31 December 2023,which was mainly due to the following reasons:(i)the increase in trade receivable from RMB42.2 million to RMB84.4 million gi
137、ven the rapid growth in the Companys marine clean-energy supply systems and maritime services.These segments predominantly served newbuild orders with an extended 3090 days credit terms;(ii)the balance of deferred issue costs of 27.4 million as at 31 December 2024 for the capitalization of listing f
138、ee for the H share listing,whereas there was nil balance as at 31 December 2023;and(iii)the balance of deposits amounting RMB13.9 million paid for issuing letter of credits for the settlement of the purchases from European suppliers,whereas there was nil balance as at 31 December 2023.Financial asse
139、ts at fair value through profit or lossThe Groups financial assets amounted to RMB19.8 million as at 31 December 2024.The financial assets represented a subscription of US$2.75 million of a wealth management product issued by Prudent Wealth Global Fund SPC,which is an independent third party.The und
140、erlying investments of the wealth management products are high liquidity,low risk financial instruments including US treasury notes with remaining maturity within one year and other cash and cash equivalents with committed return ranged from 1%to 4.5%per annum.The investment in the wealth management
141、 product can be redeemed within five working days upon request and at the full discretion of the Group.There was no such financial assets held by the Group as at 31 December 2023.Restricted bank depositsOur restricted bank deposits referred to the security deposits we made at banks for the issuance
142、of bank guarantees,letter of credits,bankers acceptance and foreign exchange contracts.The Groups restricted bank deposits decreased by RMB33.3 million or 81.7%from RMB40.8 million as at 31 December 2023 to RMB7.5 million as of 31 December 2024.This decrease was mainly due to(i)the release of the de
143、posits upon the expiration of certain bank guarantees,(ii)the increased orders related to newbuildings that did not require bank guarantees;and(iii)the lower requirement of security deposits due to our cooperation with banks over the years.Cash and cash equivalentsThe Groups cash and cash equivalent
144、s decreased by RMB44.0 million or 24.8%from RMB177.4 million as at 31 December 2023 to RMB133.4 million as at 31 December 2024.The decrease was mainly attributable to the cash of approximately RMB42.5 million generated from the operating activities during the Year which was offset by aggregate payme
145、nts of dividends of RMB96.0 million in 2024.ANNUAL REPORT 202425Management Discussion and Analysis(Continued)Trade and other payablesOur trade and other payables mainly consisted of(i)trade payables,(ii)notes payables,(iii)other payables,(iv)payroll payables,(v)accrued expenses,and(vi)other tax paya
146、bles.At 31 December20242023(RMB000)(RMB000)Trade payables third parties40,82229,472Notes payables14,8621,044Other payables third parties17,6276,245Payroll payables7,6088,068Accrued expenses5,7769,115Other tax payables1,1771,637 87,87255,581 The average credit period on purchases of goods and service
147、s of the Group is within 120 days(2023:120 days).The Groups trade and other payables increased by RMB32.3 million or 58.1%from RMB55.6 million as at 31 December 2023 to RMB87.9 million as at 31 December 2024.The increase was mainly due to the increases in trade payables and notes payables.During the
148、 Year,the Groups accounts payables increased from RMB29.5 million as at 31 December 2023 to RMB40.8 million as at 31 December 2024,and the Groups notes payables increased from RMB1.0 million as at 31 December 2023 to RMB14.9 million as at 31 December 2024.The increase was mainly due to the negotiati
149、on with suppliers which led to the adoption of trade financing instruments such as letters of credit and bank acceptance notes for settlements.This has led to a corresponding increase in the balance of notes payables at 31 December 2024.Contract liabilitiesThe Groups contract liabilities amounted to
150、 RMB31.2 million as at 31 December 2024,decreased by 82.2%as compared to RMB174.9 million as at 31 December 2023.As of 31 December 2023,the payments were received from customers based on the contract term before the relevant products were delivered and accepted by customers.The substantial drop in t
151、he contract liabilities during the Year were mainly due to the recognition of contract liabilities as revenue during the Year.Another reason for the decrease was due to the change of settlement method by some of our customers since there were more prepayments by them in the past.LIQUIDITY AND FINANC
152、IAL RESOURCESDuring the Reporting Period,we have sufficient working capital to meet our requirement for business operation.Our cash and cash equivalents decreased from RMB177.4 million as of 31 December 2023 to RMB133.4 million as of 31 December 2024.The decrease was primarily attributable to the di
153、vidend distribution in 2024.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.26Management Discussion and Analysis(Continued)CASH FLOW GENERATED FROM OPERATING ACTIVITIESFor the year ended 31 December 2024,the net cash generated from operating activities by the Group amounted to RMB42.5 million(2023:RMB151.
154、1 million),the decrease was mainly due to(i)a significant portion of the marine exhaust gas cleaning system orders delivered in the current period were shipped to shipyards for installation and commissioning in the prior year,with advance payments received during that period.Consequently,cash receiv
155、ed from sales of goods and rendering of services has decreased substantially in the current period;(ii)domestic clients accounted for a significantly increased proportion of the Companys 2024 contracts,with differing payment terms stipulated in the sales agreements;CASH FLOW GENERATED IN INVESTING A
156、CTIVITIESFor the year ended 31 December 2024,the net cash generated from investing activities by the Group amounted to RMB6.5 million,primarily due to the withdraw of the time deposit.CASH FLOW USED IN FINANCING ACTIVITIESFor the year ended 31 December 2024,the net cash used in financing activities
157、by the Group amounted to RMB93.6 million,which was primarily due to the dividend distribution.CAPITAL EXPENDITURES AND INVESTMENTFor the year ended 31 December 2024,the Groups total capital expenditures amounted to RMB2.7 million.Save as disclosed above,the Group did not make any significant investm
158、ents during the year ended 31 December 2024.ORDER BOOKOur order backlog(by order number and value)as at 31 December 2024 are as follows:(i)Marine exhaust gas cleaning systems:we had 185 orders on hand as of 31 December 2024,including 20 orders for ship exhaust gas cleaning systems and 165 orders for
159、 spare parts,with a total contract value of RMB140.4 million.(ii)Marine energy-saving devices:we had 32 orders on hand with a total contract value of RMB20.9 million as of 31 December 2024.(iii)Marine clean-energy supply systems:we had 70 orders on hand with a total contract value of RMB148.6 millio
160、n as of 31 December 2024.(iv)Maritime services:we had 649 orders on hand with a total contract value of RMB273.2 million as of 31 December 2024.ANNUAL REPORT 202427Management Discussion and Analysis(Continued)INDEBTEDNESSOur indebtedness mainly included bank borrowings and lease liabilities.Our inde
161、btedness increased from RMB22.8 million as of 31 December 2023 to RMB41.9 million as of 31 December 2024.It was primarily attributable to increase of bank borrowings.As at 31 December 2024,the Groups bank loans amounted to RMB40.0 million(31 December 2023:RMB19.9 million),and lease liabilities amoun
162、ted to RMB1.9 million(31 December 2023:RMB2.9 million).The annual interest rates of the bank loans ranged from 3.00%to 3.40%.PLEDGE OF ASSETSAs of 31 December 2024,the Group did not pledge any assets.GEARING RATIOThe gearing ratio is total liabilities divided by total asset at the end of year and mu
163、ltiplied by 100%.As of 31 December 2024,the gearing ratio of the Group was 37.3%(as of 31 December 2023:51.2%).CONTINGENT LIABILITIESAs of 31 December 2024,we did not have any material contingent liabilities.MATERIAL ACQUISITIONS AND DISPOSALSFor the year ended 31 December 2024,the Group did not hav
164、e any material acquisition or disposal transactions.FOREIGN EXCHANGE RISKWe mainly operate in mainland China and are exposed to foreign exchange risk arising from currency exposures with respect to USD.To mitigate the impact of exchange rate fluctuations resulting from a large number of orders denom
165、inated in USD,we entered into foreign exchange forward and option contracts in relation to USD against RMB with reputable financial institutions for hedging purpose.However,we have not yet established a foreign currency hedging policy.Instead,we have formulated risk management strategies and policie
166、s with respect to the foreign exchange forward and option contracts we enter into.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.28Management Discussion and Analysis(Continued)EMPLOYEES AND REMUNERATIONAs at 31 December 2024,the Group had a total workforce of 111 employees(31 December 2023:88 employees).
167、The total remuneration cost for 2024 was RMB49.3 million,as compared to RMB44.3 million for 2023,which remained relatively stable.The remuneration package of our employees includes salaries,allowances,performance-based bonus and retirement benefit scheme contributions.The Group formulates employee r
168、emuneration plans based on the overall market remuneration situation,industry practices and the Groups remuneration strategy.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSSave as disclosed in the Prospectus and this Annual Report,the Group currently does not have other plans for material in
169、vestments or capital assets investments.FINAL DIVIDENDThe Board has recommended a final dividend on ordinary shares for 2024 of RMB15 per 10 shares(before tax),subject to the approval of shareholders at the forthcoming AGM of the Company.USE OF PROCEEDS FROM THE GLOBAL OFFERINGThe Company completed
170、the Global Offering of its H Shares on 9 January 2025.The net proceeds received by the Group from the Global Offering after deducting underwriting fee and relevant expenses amounted to approximately HK$273.4 million(equivalent to RMB253.2 million).The Company intends to apply such net proceeds in ac
171、cordance with the purposes as set out in the Prospectus.For details,please refer to the section headed“Use of Proceeds from the Global Offering”in the Report of Directors in this Annual Report.Directors,Supervisors and Senior ManagementANNUAL REPORT 202429DIRECTORSThe powers and duties of our Board
172、include determining our business and investment plans,preparing our annual financial budgets and final reports,and exercising other powers,functions and duties as conferred by the Articles.Our Board of Directors comprises eight Directors,including five executive Directors and three independent non-e
173、xecutive Directors.Executive DirectorsMr.Zhou Yang(周洋),aged 47,one of the Co-founders of our Company,was appointed as a Director on 20 July 2019 and re-designated as our executive Director on 27 July 2024.Mr.Zhou is also Chairman of our Board.He is responsible for overseeing corporate governance and
174、 our Companys strategic position,safeguarding the interests of the Shareholders,managing the senior management,engaging in business development on behalf of our Group and overseeing our Board.He is also a core technical personnel of our Company,and is responsible for the strategic planning of techno
175、logical initiatives,oversight of R&D,quality assurance,improving internal processes,driving advancement in and enhancement of efficiencies and competitiveness of our technologies.Mr.Zhou is also a director of ContiOcean Hong Kong.Mr.Zhou has over 22 years of experience in the shipbuilding industry a
176、nd heavy industry.Prior to joining our Group,from September 2001 to February 2005,he worked as a quality personnel at Shanghai Waigaoqiao Shipbuilding Co.,Ltd.(上海外高橋造船有限公司),a company principally engaged in the design and construction of civilian ships,marine constructions,ship equipment,where he was
177、 primarily responsible for maintaining the quality assurance system,product quality assurance,overseeing the manufacturing process,driving continuous improvement in overall product quality.From March 2005 to February 2006,he worked as a ship surveyor for Bureau Veritas Marine(China)Co.,Ltd.,a compan
178、y principally engaged in the classification of shipbuilding and marine engineering projects,statutory inspections,certification of safety and quality management systems,inspection and certification of shipbuilding materials and equipment,and providing comprehensive technical support for shipbuilding
179、 and marine engineering projects,where he was primarily responsible for conducting ship surveys to ensure compliance with safety and environmental standards,supervising engineering projects,on-voyage inspections and providing recommendations for improvement.From April 2006 to August 2018,he worked a
180、s an assistant president at Jiangsu Rongsheng Heavy Industry Co.,Ltd.(江蘇熔盛重工有限公司),a company principally engaged in the manufacturing of equipment for shipbuilding and marine engineering,where he was primarily responsible for quality control,painting and dock assembly work.Mr.Zhou was also appointed
181、as a representative at the 18th Peoples Congress of Rugao City(如皋市第十八屆人民代表大會)in 2022.Mr.Zhou received a bachelors degree in ship engineering from Dalian Ocean University(大連海洋大學)in Dalian in July 2001.He also holds a qualification of senior engineer issued by the Jiangsu Bureau of the Ministry of Hum
182、an Resources and Social Security(江蘇省人力資源社會保障局)since December 2012.Mr.Zhou is one of our Controlling Shareholders.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.30Directors,Supervisors and Senior Management(Continued)Mr.Zhao Mingzhu(趙明珠),aged 46,one of the Co-founders of our Company,was appointed as a Dir
183、ector on 20 July 2019 and re-designated as our executive Director on 27 July 2024.Mr.Zhao is also the chief executive officer of our Company.Mr.Zhao joined our Company on 6 September 2017 and became the financial person-in-charge of our Company in October 2017 and was primarily responsible for the g
184、lobal marketing and sales of our Companys products and global customer relationship management.Since December 2022,he has been responsible for overseeing the overall operations and management,setting and taking the lead in executing strategic goals,facilitating profit growth,optimizing resource allo
185、cation,coordinating internal and external relations,and promoting the development of our Company.He also holds directorships in various subsidiaries of our Company,including ContiOcean Hong Kong,ContiLashing Pte.Ltd.,WTC,and ContiOcean International,and is a supervisor of ContiOcean Industrial.Mr.Zh
186、ao has over 20 years of experience in the shipping and shipbuilding industries.Prior to joining our Group,from July 2003 to June 2004,he worked as a technician at Dalian COSCO Shipping Engineering Co.,Ltd.(大連中遠船務工程有限公司),a company principally engaged in the sales of equipment and spare parts for ship
187、 and marine engineering,and mechanical and electrical equipment,where he was primarily responsible for project planning.From June 2004 to March 2010,he worked as a manager at Zhoushan COSCO Shipping Engineering Co.,Ltd.(舟山中遠船務工程有限公司),a company principally engaged in the sales of equipment and spare
188、parts for ship and marine engineering,as well as mechanical and electrical equipment,where he was primarily responsible for overseeing the projects undertaken by the shipyard and the day-to-day affairs of the operations department.From March 2010 to January 2017,he worked as a manager of the operati
189、ons department at COSCO Shipping Heavy Industry Co.,Ltd.(中遠海運重工有限公司),a company principally engaged in the sales of equipment and spare parts for ship and marine engineering,and mechanical and electrical equipment,where he was primarily responsible for overseeing the companys ship repair and refit bu
190、siness,marketing and sales,and customer relationship management.Mr.Zhao received a bachelors degree in ship and marine engineering from Dalian University of Technology(大連理工大學)in Dalian in July 2003.Mr.Zhao is one of our Controlling Shareholders.ANNUAL REPORT 202431Directors,Supervisors and Senior Ma
191、nagement(Continued)Mr.Chen Zhiyuan(陳志遠),aged 43,one of the Co-founders of our Company,was appointed as a Director on 20 July 2019 and re-designated as our executive Director on 27 July 2024.Mr.Chen is also the chief technology officer of our Company.Mr.Chen joined our Company on 10 May 2018 as the c
192、hief technology officer of our Company.He is responsible for leading R&D initiatives,enhancing the technology embedded in our products,solving key technical challenges,facilitating progress in our projects,leading the technical team,cultivating technical talents,and ensuring competitiveness of our t
193、echnologies.He is also the general manager of ContiOcean Industrial.Additionally,he is a director of each of ContiOcean Hong Kong and ContiOcean Singapore,and a supervisor of ContiOcean International,all of which are subsidiaries of our Company.Mr.Chen has approximately 20 years of experience in the
194、 shipping and shipbuilding industries.Prior to joining our Group,from October 2004 to March 2006,he worked as an assistant project manager at China Navigation Co Pte.Ltd(太古輪船有限公司),a company under Swire Pacific Limited(a company listed on the Main Board of the Hong Kong Stock Exchange,stock codes:19(
195、A-shares)and 87(B-shares)and principally engaged in shipping services and ship management,where he was primarily responsible for assisting the project manager in project planning,progress tracking,resource coordination,document management,internal and external communication,and risk monitoring to su
196、pport the smooth implementation and delivery of projects.From May 2006 to September 2008,he worked as a superintendent engineer at Man B&W Diesel(Shanghai)Co.,Ltd(曼恩柴油機有限公司(上海),a company principally engaged in diesel engine and fuel engine manufacturing,where he was primarily responsible for the mai
197、ntenance,fault diagnosis,regular inspection,and updating maintenance logs for vessels or mechanical equipment,to ensure the safety of equipment and fulfillment of industry standards and regulatory requirements.From November 2008 to May 2018,Mr.Chen rejoined China Navigation Co Pte.Ltd as a newbuildi
198、ng and projects manager,where he was primarily responsible for overall project planning,schedule control,budget management,team coordination and customer communication to ensure the timing and quality completion projects.Mr.Chen received a bachelors degree in engineering from Dalian Ocean University
199、(大連海洋大學)in Dalian in July 2001.He also received a master of science in marine technology from Newcastle University the United Kingdom in December 2005.Mr.Chen is one of our Controlling Shareholders.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.32Directors,Supervisors and Senior Management(Continued)Mr.S
200、hu Wa Tung,Laurence(舒華東),aged 52,has been the chief financial officer of our Company since September 2020.He was appointed as a Director on 20 December 2022 and redesignated as our executive Director on 27 July 2024.He was also appointed as the company secretary of our Company on 10 July 2024.He is
201、responsible for formulating our Companys financial strategies,capital management,budgeting,financial reporting,risk control and tax planning to ensure our Companys financial health and compliance with relevant regulations.He is also the chief financial officer of ContiOcean Hong Kong and WTC,both of
202、 which are subsidiaries of our Company.He discharges these duties with the support of our senior management,as well as other staff of the Company for daily management.Mr.Shu has over 30 years of experience in audit,corporate finance and financial management.He was an independent non-executive Direct
203、or of Chengdu Expressway Co.,Ltd.(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:1785)from November 2016 to September 2022,Riverine China Holdings Limited(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:1417)since November 2017,Twintek Inv
204、estment Holdings Limited(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:6182)since December 2017,Goldstream Investment Limited(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:1328)since December 2019;Zero Fintech Group Limited(formerly kno
205、wn as Termbray Industries International(Holdings)Limited)(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:00093)since April 2022,and Texhong since May 2023.Mr.Shu started as a staff accountant at Deloitte Touche Tohmatsu from March 1994 and left the same group in Octobe
206、r 2000,and became a manager at Deloitte&Touche Corporate Finance Co.Ltd(a corporate finance service company of Deloitte Touche Tohmatsu)from July 2001 to November 2002.Mr.Shu was an associate director of Piper Jaffray Asia Limited(formerly known as Goldbond Capital(Asia)Limited)from November 2002 to
207、 April 2005.Mr.Shu was the chief financial officer and the company secretary of Texhong from May 2005 to July 2008.He served as the chief financial officer of Rongsheng Heavy Industries Holding Co.,Ltd(熔盛重工控股有限公司)from July 2008 to June 2010,the chief financial officer of Petro-king Oilfield Services
208、 Limited(formerly known as Termbray Petroking Oilfield Services Limited)(a company listed on the Main Board of the Stock Exchange,stock code:2178)from July 2010 to July 2018,and the chief financial officer of Brainhole Technology Limited(formerly known as Top Dynamic International Holdings Limited)(
209、a company listed on the Main Board of the Stock Exchange,stock code:2203)from August 2018 to November 2019.ANNUAL REPORT 202433Directors,Supervisors and Senior Management(Continued)Mr.Shu graduated from Deakin University in Australia,in September 1994 and obtained his bachelors degree in accounting,
210、and completed his CFO Programme at China Europe International Business School(中歐國際工商學院)in November 2009.He also received an executive Master of Business Administration degree from Washington University in St.Louis in the United States in May 2022.Mr.Shu was accredited as a certified public accountan
211、t associate by Hong Kong Institute of Certified Public Accountants in September 1997.Mr.Shu was admitted as a member to the Hong Kong Independent Non-executive Director Association in May 2019.Mr.Chen Rui(陳睿),aged 46,was appointed as a Director on 20 December 2022 and redesignated as our executive D
212、irector on 27 July 2024.He has also been the secretary to our Board since 6 January 2020.He is responsible for organizing meetings of the Board and meetings of the Shareholders,corporate documentation,coordinating internal and external communications,corporate governance and compliance,information d
213、isclosure,and maintaining investor relations.He is also a senior engineer of our Company responsible for leading complex engineering projects,research and development,resolving technical hurdles,coaching intermediate and junior engineers,improving the technical expertise of our engineer team,and ens
214、uring the quality of completed projects.He is also an executive director of Alfaback Automation.Mr.Chen has over 22 years of experience in the shipbuilding industry.Prior to joining our Group,from August 2001 to June 2005 he worked at Shanghai Waigaoqiao Shipbuilding Co.,Ltd.(上海外高橋造船有限公司),a company
215、principally engaged in the design and construction of civilian ships,marine construction and ship equipment,where he was primarily responsible for planning and executing shipbuilding projects.From June 2005 to March 2006,he worked for Shanghai Wangdong Electrical Equipment Co.,Ltd.(上海旺東電氣設備有限公司),a c
216、ompany principally engaged in distributing bearing,where he was primarily responsible for providing technical support.From April 2006 to September 2018,he worked as a head of planning management at Jiangsu Rongsheng Heavy Industries Co.,Ltd.(江蘇熔盛重工有限公司),where he was primarily responsible for plannin
217、g and management of shipbuilding projects.Mr.Chen was also recognized as one of the Top Ten Outstanding Youths of Rugao City(如皋市十大傑出青年)in May 2009.Mr.Chen received a bachelors degree in engineering from Shenyang University of Technology(瀋陽工業大學)in Shenyang in June 2001.He also received a masters degr
218、ee in engineering from Shanghai Jiao Tong University(上海交通大學)in Shanghai in September 2013.He also obtained a qualification of senior engineer issued by the Jiangsu Bureau of the Ministry of Human Resources and Social Security(江蘇省人力資源社會保障局)in December 2014.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.34
219、Directors,Supervisors and Senior Management(Continued)Independent Non-Executive DirectorsDr.Guan Yanmin(管延敏),aged 42,was appointed as an independent non-executive Director on 27 July 2024,with effect from the Listing Date.Dr.Guan is responsible for providing oversight of the Board and independent ad
220、vice on the operation and management of our Group.From March 2012 to June 2016,Dr.Guan was the deputy director of the ship design institute of Jiangsu Rongsheng Heavy Industries Co.,Ltd.(江蘇熔盛重工有限公司).He has been a lecturer at the School of Naval Architecture and Ocean Engineering of Jiangsu Universit
221、y of Science and Technology(江蘇科技大學)since November 2016.Dr.Guan received a bachelors degree in ship and marine engineering in June 2007 and a doctor of philosophy in the design and manufacture of ships and marine structures in June 2011,both from Huazhong University of Science and Technology(華中科技大學)i
222、n Wuhan.He also obtained a qualification of senior engineer issued by the Jiangsu Bureau of the Ministry of Human Resources and Social Security(江蘇省人力資源社會保障局)in December 2015.Mr.Zhu Rongyuan(朱榮元),aged 45,was appointed as an independent non-executive Director on 27 July 2024,with effect from the Listi
223、ng Date.Mr.Zhu is responsible for providing oversight of the Board and independent advice on the operation and management of our Group.Mr.Zhu has over 21 years of experience in accounting,finance,and corporate governance.From September 2002 to November 2004,he was an auditor of Ernst&Young Dahua Cer
224、tified Public Accountants(Special General Partnership)(安永大華會計師事務所).From December 2004 to May 2011,he was a senior manager of BDO China Shu Lun Pan Certified Public Accountants LLP(立信會計師事務所(特殊普通合夥).From June 2011 to December 2014,he was a salary partner of Dahua Certified Public Accountants(Special G
225、eneral Partnership)(大華會計師事務所(特殊普通合夥)From November 2014 to June 2016,Mr.Zhu served as a board secretary and an assistant to general manager at OTEC Technology(SHANGHAI)Co.,Ltd.(上海澳潤信息科技有限公司).From July 2017 to September 2019,he served as a board secretary at Shanghai Golden Education Technology Co.,Lt
226、d.(上海高頓教育科技有限公司).Since April 2020,he has served as a director,secretary to the board,and chief financial officer at Bestudy(Shanghai)Medical Technology Co.,Ltd.(百試達(上海)醫藥科技股份有限公司).Mr.Zhu received a bachelors degree in management,majoring in accounting,from Shanghai University of Finance and Economic
227、s(上海財經大學)in Shanghai in July 2002.Mr.Zhu was accredited as a certified public accountant by the Chinese Institute of Certified Public Accountants in October 2016.ANNUAL REPORT 202435Directors,Supervisors and Senior Management(Continued)Ms.Ng Sin Kiu(吳先僑),aged 51,was appointed as an independent non-e
228、xecutive Director on 27 July 2024,with effect from the Listing Date.Ms.Ng is responsible for providing oversight of the Board and independent advice on the operation and management of our Group.Ms.Ng has over 20 years of experience in legal practice and,in particular,substantial experience in corpor
229、ate finance matters,and has advised on a broad spectrum of matters,including initial public offerings,secondary equity and equity-linked offerings,mergers and acquisitions,transactional and compliance matters,and other commercial matters.She has been a partner of Watson Farley&Williams LLP since Dec
230、ember 2015.From August 1998 to March 1999,Ms.Ng last served as an assistant solicitor at Chiu&Partners.From April 1999 to August 1999,she was an assistant solicitor at Siao,Wen&Leung.From August 1999 to February 2000,she was an assistant solicitor at Pun&Associates.From February 2000 to April 2001,s
231、he was an assistant solicitor at Gallant Y.T.Ho&Co.(now known as Gallant).From May 2001 to December 2007,she was an assistant solicitor at Sidley Austin.From January 2008 to October 2008,she was an assistant solicitor at Paul Hastings.From October 2008 to December 2009,she was an assistant solicitor
232、 at Sidley Austin.From January 2010 to March 2012,Ms.Ng was a consultant at Sidley Austin.From April 2012 to December 2015,she was a partner of Squire Patton Boggs.Ms.Ng has served as an independent non-executive director of Palasino Holdings Limited(a company listed on the Main Board of the Hong Ko
233、ng Stock Exchange,stock code:2536 and principally engaged in gaming and leisure business)since March 2024,Zhongmiao Holdings(Qingdao)Co.,Ltd.(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:1471 and principally engaged in the insurance business)since August 2024,and Per
234、fect Group International Holdings Limited(a company listed on the Main Board of the Hong Kong Stock Exchange,stock code:3326 and principally engaged in the jewelery,property,and photovoltaic power generation businesses)since September 2024,respectively.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.36Dir
235、ectors,Supervisors and Senior Management(Continued)Ms.Ng obtained her Bachelor of Laws degree and Postgraduate Certificate in Laws from The University of Hong Kong in November 1995 and in June 1996,respectively.She was awarded a Master of Laws degree from The University of Hong Kong in December 1999
236、.Ms.Ng was qualified as a solicitor in Hong Kong and England and Wales in August 1998 and March 1999,respectively,as well as a lawyer of the Greater Bay Area in May 2023.Ms.Ng was a director of Gain Pacific Investment Limited(裕國投資有限公司),a company incorporated in Hong Kong with limited liability and d
237、issolved by way of striking off on 8 May 2020.The company had no business prior to its dissolution and was dissolved because of failure to pay annual registration fee.Ms.Ng confirmed that she has not been involved in any dispute with such companys creditors,shareholders and directors in respect of t
238、he dissolution,that such company has been dissolved with no outstanding liability or claim in relation thereto,had no material non-compliances or litigations before the dissolution and was solvent at the time of dissolution,that the dissolution of such company had not resulted in any liability or ob
239、ligation being imposed against her,that her involvement in such company was in relation to her appointment as a director of such company and that no misconduct or misfeasance on her part had been involved in the dissolution.SUPERVISORSIn accordance with the PRC Company Law,with certain exceptions,al
240、l joint stock companies are generally required to establish a supervisory committee,which is responsible for supervising the Board and senior management on fulfilling their respective duties,financial performance,internal control management and risk management of the corporation.Our supervisory comm
241、ittee consists of three members comprising one employee representative Supervisor and two Supervisors representing Shareholders.Mr.Shen Xiaowei(沈小偉),aged 38,was appointed as a Supervisor and chairman of our supervisory committee on 20 December 2022.He is responsible for supervising the overall opera
242、tion of the supervisory committee,our Board,senior management and the financial management of our Group.Mr.Shen also holds the position of general manager of our marketing department,where he is primarily responsible for overseeing the day-to-day affairs of our marketing department and the sales of
243、our products.Mr.Shen has over 16 years of experience in the shipbuilding industry.Prior to joining our Group,from February 2008 to November 2017,he worked as an inspector in the quality assurance department,section chief and then assistant to the department head at Jiangsu Rongsheng Heavy Industries
244、 Co.,Ltd.(江蘇熔盛重工有限公司),where he was primarily responsible for quality assurance.Mr.Shen joined our Group in August 2018 and has worked as a manager and executive director.Mr.Shen received a bachelors degree in engineering from Nanjing University of Aeronautics and Astronautics(南京航空航天大學)in Nanjing in
245、July 2020 via distance learning.He also obtained a qualification of marine and ocean engineer(船舶與海洋工程系列工程師)issued by the Nantong Municipal Human Resources and Social Security Bureau(南通市人力資源社會保障局)in Jiangsu on 27 November 2014.ANNUAL REPORT 202437Directors,Supervisors and Senior Management(Continued)
246、Mr.Yu Yuanyang(于遠洋),aged 37,was appointed as a Supervisor on 20 December 2022.Mr.Yu has also been an electrical engineer of our Company since joining our Company on 14 September 2017,primarily responsible for providing technical support to our Companys marketing activities,and the technical design o
247、f our existing projects,including formulating working principles,production design and software design.Mr.Yu has over 13 years of experience in the shipbuilding industry.Prior to joining our Group,from August 2010 to July 2016,he worked as an electrical engineer at Hudong Zhonghua Shipbuilding(Group
248、)Co.,Ltd.(滬東中華造船(集團)有限公司),a company principally engaged in shipbuilding,where he was primarily responsible for electricity plan design.From July 2016 to August 2017,he worked as an electrical engineer at Eurostar Ship Design Co.,Ltd.(歐之星船舶設計有限公司),a company principally engaged in shipbuilding,where h
249、e was primarily responsible for electricity plan design.Mr.Yu is also a supervisor of ContiOcean Nantong and Alfaback Automation.Mr.Yu obtained a bachelors degree in engineering,majoring in automation from Dalian Ocean University(大連海洋大學)in Dalian in July 2010.Mr.Wu Yunfeng(吳雲峰),aged 39,was appointed
250、 as our employee representative Supervisor on 1 April 2024.He is responsible for supervising and providing independent advice to the Board.Mr.Wu has held the position of department manager with our Company since 19 October 2020,primarily responsible for overseeing the operation and management of our
251、 Companys production management system.Mr.Wu has over 14 years of experience in the shipbuilding industry.Prior to joining our Group,from June 2009 to September 2016,he worked as a production planning manager at Jiangsu Rongsheng Heavy Industries Co.,Ltd.(江蘇熔盛重工有限公司),a company principally engaged in
252、 shipbuilding,where he was primarily responsible for production planning.From October 2016 to March 2019,he has worked as the assistant to manager of engineering department,the manager of engineering department and the assistant to the general manager at Jiangsu Biaolong Mechanical and Electrical In
253、stallation Engineering Co.,Ltd.(江蘇標龍機電安裝工程有限公司),where he was responsible for construction management and assisting the general manger in daily affairs,and from April 2019 to June 2020,he worked as a planning manager at Nantong Xiangyu Shipbuilding&Offshore Engineering Co.,Ltd.(南通象嶼海洋裝備有限責任公司),where
254、he was responsible for corporate management.From June 2020 to October 2020,Mr.Wu worked at Xinda Yang Shipbuilding Co.,Ltd.(新大洋造船有限公司)as the production planning chief and was responsible for production management.Mr.Wu joined ContiOcean Nantong,a subsidiary of our Company in October 2020 as the head
255、 of production management,overseeing production management.Mr.Wu obtained a bachelors degree in measurement and control technologies and instrument from Nanjing University of Science and Technology ZiJin College(南京理工大學紫金學院)in Jiangsu in June 2008.He also obtained a qualification of assistant enginee
256、r issued by Nantong Bureau of the Ministry of Human Resources and Social Security(南通市人力資源和社會保障局)in Jiangsu since June 30,2012.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.38Directors,Supervisors and Senior Management(Continued)SENIOR MANAGEMENTOur senior management comprises our executive Directors(see
257、“Board of Directors Executive Directors”in this section for further details)together with Ms.Shen Xiaojiao and Mr.Qu Shixiang.Ms.Shen Xiaojiao(申小嬌),aged 31,joined our Group in 19 July 2021 and became the general manager of the finance department of our Company on 4 April 2023.She is responsible for
258、overseeing financial planning and strategy,managing financial risks,supervising financial reporting,and ensuring our Companys financial health and compliance with regulations.Ms.Shen has over 7 years of experience in the audit and accounting field.Prior to joining our Group,from September 2016 to Ma
259、y 2021,Ms.Shen served as a staff auditor then a senior auditor at Ernst&Young Hua Ming LLP,Shanghai Branch,where she was primarily responsible for auditing.Ms.Shen obtained a bachelors degree in international economics and trade from the Shanghai University of International Business and Economics(上海
260、對外經貿大學)in Shanghai in June 2016.She also obtained a qualification of certified public accountant issued by the Certified Public Accountant Examination Committee of the Ministry of Finance(財政部註冊會計師考試委員會)of the PRC in December 2019.Mr.Qu Shixiang(曲世祥),aged 39,joined our Group became the general manage
261、r of the R&D department of our Company on 1 June 2018.He is responsible for leading the development of new products based on market demands and our Companys market positioning,optimizing and upgrading existing products based on operational data,and assisting in devising the direction for future prod
262、uct development.Mr.Qu has over 10 years of experience in R&D.Prior to joining our Group,from July 2013 to May 2018,Mr.Qu served as a research assistant at the Shanghai Institute of Applied Physics,Chinese Academy of Sciences,where he was primarily responsible for the identification of safety-related
263、 accidents for a molten salt reactor and conducting core thermal-hydraulic simulation experiments.Mr.Qu obtained a bachelors degree in engineering from Jiangsu University(江蘇大學)in China in June 2008.He also obtained a masters degree in engineering from Shanghai Jiao Tong University(上海交通大學)in China in
264、 March 2013,majoring in reactor thermal-hydraulics and reactor physics.COMPANY SECRETARIESMr.Shu Wa Tung,Laurence(舒華東)was appointed as the company secretary of our Company on 10 July 2024.For the biographic details of Mr.Shu,see pages 32 and 33 above.Corporate Governance ReportANNUAL REPORT 202439Th
265、e Board is pleased to present the corporate governance report of the Company for the year ended 31 December 2024.COMPANYS CULTUREThe Board believes that corporate culture serves as the cornerstone of the Groups development,fostering long-term business growth,economic success,and sustained value crea
266、tion.It is through this profound cultural foundation that the Company achieves enduring sustainable development while fulfilling its responsibilities as a corporate citizen.We are committed to cultivating a dynamic and forward-looking culture rooted in our purpose,vision and mission,ensuring alignme
267、nt across all endeavors to drive both business excellence and societal impact.In 2024,the Company continued to strengthen its cultural framework,focusing on the following pillars:Vision and Mission:empower customers with our technology,enable the effective adoption of green energy across all ships;p
268、ropel green energy,protect blue planet.Annually,the Company organizes multiple training sessions for employees to deepen their understanding of our corporate culture,structure,and policies,as well as to enhance their professional knowledge,compliance with company regulations,legal awareness,and qual
269、ity standards.Additionally,we periodically invite external experts to conduct specialized training,further elevating employees expertise and skills.The Board emphasizes that corporate culture must align with the Groups purpose,values,and strategies.For further details on our vision,mission,and relat
270、ed initiatives,please refer to the ESG Report published concurrently with this document.CORPORATE GOVERNANCE PRACTICESThe Group is committed to maintaining high standards of corporate governance to safeguard shareholder interests and enhance corporate value and accountability.The Company has adopted
271、 the CG Code as its own governance framework.Prior to the listing of H Shares on the Main Board of the Stock Exchange on 9 January 2025,the Code was not applicable to the Company.To the best of the Boards knowledge,from the Listing Date to the date of this Annual Report,the Company has complied with
272、 all code provisions set out in part 2 of the CG Code.The Company will continuously review and strengthen its corporate governance practices to ensure ongoing adherence to the CG Code.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.40Corporate Governance Report(Continued)MODEL CODE FOR SECURITIES TRANSACT
273、IONSThe Company has adopted the Model Code and has also formulated the Securities Transaction Code for Directors,Supervisors and Senior Management which is stricter than Model Code as its own code of conduct regarding dealings in the securities of the Company by the Directors,Supervisors and senior
274、management who,because of his/her office or employment,is likely to possess inside information in relation to Company or its securities.Having made specific enquiries of all the Directors and Supervisors,they have confirmed that they have complied with the Model Code and Securities Transaction Code
275、for Directors,Supervisors and Senior Management since the Listing Date and up to the date of this Annual Report.In addition,the Company is not aware of any non-compliance of the Model Code by the senior management of the Group since the Listing Date and up to the date of this Annual Report.BOARD OF
276、DIRECTORSAs of the date of this Annual Report,the Board comprises five executive Directors and three independent non-executive Directors.Executive DirectorsMr.Zhou Yang(Chairman)Mr.Zhao Mingzhu(Chief executive officer)Mr.Chen ZhiyuanMr.Shu Wa Tung,LaurenceMr.Chen RuiIndependent Non-executive Directo
277、rsMr.Zhu RongyuanDr.Guan YanminMs.Ng Sin KiuThe biographical details of the current Directors are set out in the section headed“Directors,Supervisors and Senior Management”of this Annual Report.To the best knowledge of the Directors,there is no relationship(including,financial,business,family or oth
278、er material/relevant relationship(s)between the Board members.ANNUAL REPORT 202441Corporate Governance Report(Continued)RESPONSIBILITIES OF THE DIRECTORSThe Board is responsible for,and has general powers for,the management and conduct of our business.The Board has delegated the authority and respon
279、sibility for day-to-day management and operation of the Group to the senior management of the Group.To oversee particular aspects of the Companys affairs,the Board has established four Board committees including the Audit Committee,the Remuneration Committee,the Nomination Committee and the ESG Comm
280、ittee.The Board has delegated to the Board committees responsibilities as set out in their respective terms of reference.All Board committees are provided with sufficient resources to perform their duties.All Directors shall ensure that they carry out duties in good faith,in compliance with applicab
281、le laws and regulations,and in the interests of the Company and the Shareholders at all times.BOARD INDEPENDENCEThe Company recognizes that Board independence is key to good corporate governance.The Company has in place effective mechanisms to support an independent Board and ensure independent view
282、s.The current composition of the Board includes more than one third independent non-executive Directors.The remuneration of independent non-executive Directors is subject to a regular review to maintain competitiveness and commensurate with their responsibilities and workload.The independence of eac
283、h independent non-executive Director is assessed upon his or her appointment and annually.Directors are requested to declare their direct or indirect interests,if any,in proposals or transactions to be considered by the Board at the Board meetings and abstain from voting,where appropriate.External i
284、ndependent professional advice is available to all Directors,including independent non-executive Directors,whenever deemed necessary.The independent non-executive Directors have consistently demonstrated strong commitment and the ability to devote sufficient time to discharge their responsibilities
285、at the Board.Pursuant to the Boards independence assessment mechanism,the Board conducts an annual review of its independence.The Company has also established channels through formal and informal means whereby independent non-executive Directors can express their views in an open manner,and in a con
286、fidential manner,should circumstances requires.From the Listing date to the date of this Annual Report,the Board reviewed the implementation and effectiveness of the Boards independence assessment mechanism and found the results satisfactory.CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.42Corporate Gove
287、rnance Report(Continued)INDEPENDENT NON-EXECUTIVE DIRECTORSThe Company has received written annual confirmation from each of the independent non-executive Directors in respect of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules.The Company is
288、of the view that all independent non-executive Directors are independent.The Board at all times met the requirements of Rules 3.10(1),3.10(2)and 3.10A of the Listing Rules relating to the appointment of at least three independent non-executive Directors with at least one independent non-executive Di
289、rector possessing appropriate professional qualifications or accounting or related financial management expertise and the appointment of independent non-executive Directors representing at least one-third of the Board.Among the three independent non-executive Directors,Mr.Zhu Rongyuan has appropriat
290、e professional qualifications or accounting or related financial management expertise as required by Rule 3.10(2)of the Listing Rules.DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENTS LIABILITY INSURANCE AND INDEMNITYThe Company has arranged Corporate Liability Insurance and Public Offering of Securities
291、 Insurance to indemnify the Directors,Supervisors and senior management of the Company for their liabilities arising out of corporate activities.The insurance coverage will be reviewed on an annual basis.CONTINUOUS PROFESSIONAL DEVELOPMENT OF DIRECTORSAll Directors should participate in continuous p
292、rofessional development to develop and refresh their knowledge and skills to ensure their contribution to the Board remains informed and relevant.Every newly appointed Director should receive formal,comprehensive and tailored induction on the first occasion of his/her appointment to ensure appropria
293、te understanding of the business and operations of the Company and full awareness of Directors responsibilities and obligations under the Listing Rules and relevant statutory requirements.During the Reporting Period,all Directors namely Mr.Zhou Yang,Mr.Zhao Mingzhu,Mr.Chen Zhiyuan,Mr.Shu Wa Tung,Lau
294、rence,Mr.Chen Rui,Mr.Zhu Rongyuan,Dr.Guan Yanmin and Ms.Ng Sin Kiu were regularly briefed on the amendments to or updates on the relevant laws,rules and regulations.All Directors have been updated with the latest developments regarding the Listing Rules and other applicable regulatory requirements t
295、o ensure compliance and enhance their awareness of good corporate governance practices.In addition,continuing briefing and professional development to Directors will be arranged whenever necessary.All Directors are encouraged to attend relevant training courses at the Companys expenses and required
296、to submit a signed training records to the Company on an annual basis.ANNUAL REPORT 202443Corporate Governance Report(Continued)APPOINTMENT AND RE-ELECTION OF DIRECTORSAll executive Directors and independent non-executive Directors of the Company have entered into service contracts with the Company,
297、which include provisions for compliance with applicable laws and regulations,adherence to the Companys Articles of Association.Pursuant to the Articles of Association,the term of office for all Directors is three years.The procedures and processes governing the appointment,re-election,and removal of
298、 Directors are set out in the Articles of Association.The Nomination Committee is responsible for reviewing the composition of the Board,overseeing the appointment,re-election,and succession planning of Directors(particularly the Chairman and senior executives of the Company),and providing recommend
299、ations to the Board.BOARD COMMITTEESThe Board delegates certain responsibilities to various Board committees.In accordance with the relevant PRC laws and regulations and the Listing Rules,we have established the Audit Committee,the Remuneration Committee,the Nomination Committee and the ESG Committe
300、e,for overseeing particular aspects of the Companys affairs.Each of these committees is established with defined written terms of reference.The terms of reference of each of these committees are available on the websites of the Company and the Stock Exchange.AUDIT COMMITTEEThe Company has establishe
301、d the Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the CG Code.The Audit Committee consists of Mr.Zhu Rongyuan,Dr.Guan Yanmin and Ms.Ng Sin Kiu,with Mr.Zhu Rongyuan being the chairperson of the committee.Director nameRolesMr.Z
302、hu Rongyuan(independent non-executive Director)ChairpersonDr.Guan Yanmin(independent non-executive Director)MemberMs.Ng Sin Kiu(independent non-executive Director)MemberCONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.44Corporate Governance Report(Continued)The primary duties of the Audit Committee include
303、,but not limited to,the following:(I)to supervise and evaluate the work of the external auditor;(II)to guide the internal audit work;(III)to oversee the effectiveness of financial reporting system,risk management and internal control system;(IV)to review the Companys financial report and express opi
304、nions thereon;(V)to perform the corporate governance functions of the Company;(VI)to coordinate the communication between the management,internal audit department and relevant departments and the external auditor;and(VII)other matters as authorized by the board of directors of the Company and as req
305、uired with relevant laws and regulations.The following is a summary of work performed by the Audit Committee from the Listing Date and up to the date of this Annual Report:(i)reviewed the report communicated by the external auditor for matters including the planned scope and timing of the audit for
306、the Annual Report ending 31 December 2024;(ii)reviewed the consolidated financial statements for the year ended 31 December 2024 and the annual results announcement and the annual report for the year ended 31 December 2024,the related accounting principles and practices adopted by the Group;(iii)rev
307、iewed the risk management and internal control systems,and recommendation of the appointment and re-appointment of the external auditor;(iv)reviewed the nature and scope of the audit services provided or to be provided by external auditor and assessed the respective implication on the auditors indep
308、endence;and(v)reviewed the anticipated guarantee for the Companys subsidiaries in 2025.ANNUAL REPORT 202445Corporate Governance Report(Continued)As the Company was listed on 9 January 2025,the Audit Committee did not hold any meetings during the financial year ended 31 December 2024.From the Listing
309、 Date and up to the date of this Annual Report,2 Audit Committee meetings were held and the attendance of each committee member is set out below:Director nameAttendance/Number of meetings form the Listing Date to the date of the Annual ReportMr.Zhu Rongyuan(Chairperson)2/2Dr.Guan Yanmin2/2Ms.Ng Sin
310、Kiu2/2REMUNERATION COMMITTEEThe Company has established the Remuneration Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the CG Code.The remuneration committee consists of Dr.Guan Yanmin,Mr.Zhu Rongyuan and Mr.Shu Wa Tung,Laurence,with Dr.Guan Yanmin b
311、eing the chairperson of the committee.Director NameRolesDr.Guan Yanmin(independent non-executive Director)ChairpersonMr.Zhu Rongyuan(independent non-executive Director)MemberMr.Shu Wa Tung,Laurence(executive Director)MemberThe primary duties of the Remuneration Committee include,but not limited to,t
312、he following:(I)to make recommendations to the board of directors on the Companys remuneration policy and structure for all directors,supervisors and senior management and on the establishment of formal and transparent procedures for formulating the remuneration policy;(II)to review and approve the
313、managements remuneration proposals with reference to the corporate goals and objectives set by the board of directors(including benefits in kind,pensions and payment of compensation(including the compensation for losing or terminating the office or appointment);(III)to determine the specific terms o
314、f the remuneration package for each executive director and senior management;(IV)to make recommendations to the board of directors on the remuneration of non-executive directors;(V)to make recommendations to the board of directors on the remuneration of supervisors;(VI)to consider salaries paid by c
315、omparable companies,time commitment and responsibilities and employment conditions for other positions within the group;CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.46Corporate Governance Report(Continued)(VII)to review and approve the compensation payable to executive directors and senior management f
316、or any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;(VIII)to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent wit
317、h the contractual terms and are otherwise reasonable and appropriate;(IX)to ensure that no director or any of his or her associates is involved in determining his or her own remuneration;(X)to evaluate the performance of executive directors and incorporate the evaluation into the annual work summary
318、;(XI)to review the terms of the service contracts of directors and supervisors;(XII)to review,approve and handle matters relating to share schemes under the responsibility of the Remuneration Committee as referred to in Chapter 17 of the Listing Rules(where applicable);and(XIII)other matters as auth
319、orized by the board of directors.Details of the remuneration payable to each Director,Supervisor,and the five highest paid individuals for the Reporting Period are set out in note 13 to the consolidated financial statements.The remuneration of the Directors was determined with reference to their tim
320、e commitment and responsibilities.The following is a summary of work performed by the Remuneration Committee from the Listing Date and up to the date of this Annual Report:(i)reviewed the remuneration of the Directors,Supervisors and senior management;(ii)reviewed the performances of the Directors a
321、nd their contracts;and(iii)reviewed the Companys compensation policy and structure,and performance management system.ANNUAL REPORT 202447Corporate Governance Report(Continued)As the Company was listed on 9 January 2025,the Remuneration Committee did not hold any meetings during the financial year en
322、ded 31 December 2024.From the Listing Date and up to the date of this Annual Report,1 Remuneration Committee meeting was held and the attendance of each committee member is set out below:Director nameAttendance/Number of meetings form the Listing Date to the date of the Annual ReportDr.Guan Yanmin(C
323、hairperson)1/1Mr.Zhu Rongyuan1/1Mr.Shu Wa Tung,Laurence1/1NOMINATION COMMITTEEOur Company has established the Nomination Committee with written terms of reference in compliance with Rule 3.27 of the Listing Rules and paragraph B.3 of the CG Code.The Nomination Committee consists of Mr.Zhu Rongyuan,M
324、r.Zhou Yang and Ms.Ng Sin Kiu,with Mr.Zhu Rongyuan being the chairperson of the committee.Director nameRolesMr.Zhu Rongyuan(independent non-executive Director)ChairpersonMr.Zhou Yang(executive Director)MemberMs.Ng Sin Kiu(independent non-executive Director)(note)MemberDr.Guan Yanmin(independent non-
325、executive Director)(note)MemberNote:With effect from 28 March 2025,Dr.Guan Yanmin ceased to be a member of the Nomination Committee and Ms.Ng Sin Kiu was appointed as a member of the Nomination Committee.The primary functions of the Nomination Committee include,but not limited to,the following:(I)to
326、 review the structure,size and composition(including the skills,knowledge,experience and diversity)of the board of directors at least once a year,to assist the board of directors in maintaining the board skills matrix and to make recommendations on any proposed changes to the board of directors to i
327、mplement the Companys strategies;(II)to extensively identify individuals qualified to serve as directors,and select and nominate relevant individuals to serve as directors,or advise the board of directors on such nomination;(III)to review the independence of the independent non-executive directors;(
328、IV)to make recommendations to the board of directors on appointment or reappointment of directors as well as the succession plan of directors,in particular that of the chairman/chairlady of the board of directors and the chief executive officer;(V)to assist the Company in regularly assessing the per
329、formance of the board of directors;CONTIOCEAN ENVIRONMENT TECH GROUP CO.,LTD.48Corporate Governance Report(Continued)(VI)to review the Board Diversity Policy as well as any measurable objectives for implementing such Board Diversity Policy as may be adopted by the board of directors from time to tim
330、e and the progress on achieving such objectives,and to disclose the Board Diversity Policy or the highlights thereof in the corporate governance report;(VII)where the board of directors proposes to put forward a resolution to elect an individual as an independent non-executive director at the genera
331、l meeting,it shall set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting the following details:(1)the process used for identifying the individual and why the board of directors believes the individual should be elected and the re
332、asons why it considers the individual to be independent;(2)if the proposed independent non-executive director will be holding his or her seventh(or more)listed company directorship,why the board of directors believes the individual would still be able to devote sufficient time to the board of direct
333、ors;(3)the views,perspectives,skills and experience that the individual can bring to the board of directors;and(4)how the individual contributes to the diversity of the board of directors;(VIII)to review the implementation and effectiveness of the corporate mechanism(s)to ensure independent views and opinions are available to the board of directors;(IX)to report its decisions or suggestions to the
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