Corporate Information Board of Directors and Committee Members The company's board and committees saw significant changes, with new appointments and resignations, ensuring independent governance through core committees - Mr. Chan Kin Sang was appointed Chairman of the Board, authorized representative, and Chairman of the Nomination Committee on February 28, 2024227189 - Dr. Lau Chi Wai resigned as Executive Director, Chairman of the Board, authorized representative, Chairman of the Nomination Committee, and member of the Remuneration Committee on February 28, 2024229189 - The chairpersons of the company's Audit, Remuneration, and Nomination Committees are Mr. Chiu Kung Chik and Mr. Chan Kin Sang respectively, with most members being independent non-executive directors245 Professional Parties The company appointed ZHONGHUI ANDA CPA Limited as its new auditor and maintains banking relationships with several financial institutions - The company appointed ZHONGHUI ANDA CPA Limited as its new auditor on October 30, 2023, succeeding BDO Limited which resigned247230 - The company's principal bankers include Chong Hing Bank Limited, China Construction Bank (Asia) Corporation Limited, and Shanghai Pudong Development Bank Co., Ltd. Hong Kong Branch248 Chairman's Statement Overall Performance The company achieved significant performance improvement with revenue growth and narrowed net loss, alongside a strengthened balance sheet and reduced debt ratio Key Performance Indicators for FY2024 | Indicator | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | | Total Revenue (after deducting net investment losses) | 45.98 million HKD | +106.05% | | Net Loss | 30.68 million HKD | -47.87% | | Securities Business Revenue (after deducting net investment losses) | 37.05 million HKD | +406.92% | Balance Sheet Summary as of FY2024 End | Indicator | March 31, 2024 | Change from Previous Year-End | | :--- | :--- | :--- | | Total Assets | 1.092 billion HKD | +129.57% | | Total Equity | 787 million HKD | +165.40% | | Debt Ratio | 27.96% | -9.73 percentage points | | Cash and Cash Equivalents | 289 million HKD | - | Group Strategy and Operations The Group advanced its Web 3.0 strategy through R&D and investments, while successful fundraising strengthened its capital structure for future fintech and emerging technology expansion - The company further advanced its business layout in the Web 3.0 sector, heavily investing in technology R&D, and began investing in and reserving cryptocurrencies and compliant virtual asset funds, laying the foundation for a comprehensive Web 3.0 strategic transformation251240 - In the innovation investment sector, the company leveraged its "investment + investment banking + management" synergy to complete investments in innovative enterprises like MaiCapital and actively empower its investees261262 - The company successfully completed two fundraising activities (general mandate placing and rights issue), raising net proceeds of approximately HKD 52.64 million and HKD 471 million respectively, used for optimizing the balance sheet structure, enhancing capital adequacy, and introducing strategic shareholders265295 - Looking ahead, the company will adhere to the philosophy of "investment driving investment banking, innovation feeding back into tradition," continuously expanding its capital scale and accelerating its development into a comprehensive, first-class fintech group296 Management Discussion and Analysis Results The Group's revenue and net investment losses increased, while the annual loss significantly narrowed due to higher licensed business income, other income, and reduced costs Performance Overview | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue and Net Investment Losses | 45.98 million HKD | 22.31 million HKD | | Annual Loss | 30.68 million HKD | 58.86 million HKD | | Basic and Diluted Loss Per Share | 0.91 HK cents | 2.84 HK cents | - The improvement in loss is primarily attributable to: (i) increased licensed business revenue; (ii) increased other income (mainly including bargain purchase gain from an associate and interest income from financial institutions); (iii) reduced expected credit losses on loans and trade receivables; and (iv) decreases in both staff costs and finance costs299301 Business Review Securities brokerage and margin financing saw strong growth and profitability, while corporate finance and asset management experienced declines, and money lending improved its segment loss Summary of Segment Results (FY2024) | Business Segment | Revenue/Net Investment Change | Segment Profit/Loss | | :--- | :--- | :--- | | Securities Brokerage and Margin Financing | Net revenue approx. 37.05 million HKD (up 406.92%) | Profit approx. 8.57 million HKD (23 loss 12.43 million) | | Corporate Finance | Revenue approx. 4.72 million HKD (down 13.32%) | Loss approx. 2.79 million HKD (23 profit 14.45 million) | | Money Lending | Interest income approx. 4.54 million HKD (up 62.91%) | Loss approx. 0.48 million HKD (23 loss 3.01 million) | | Asset Management | Revenue approx. 4.78 million HKD (down 56.05%) | Loss approx. 1.26 million HKD (23 loss 0.09 million) | | Advisory and Insurance Brokerage | Revenue approx. 0.61 million HKD (down 24.85%) | Loss approx. 0.20 million HKD (23 loss 0.07 million) | | Equity Investment | Net revenue and investment loss approx. 3.45 million HKD | Loss approx. 7.24 million HKD (23 loss 5.15 million) | Fundraising Activities The Group successfully raised significant capital through share placement and rights issue, optimizing its capital structure and reallocating funds towards core businesses and strategic new investments - In August 2023, the company placed 263.6 million new shares to Mr. Wang Tao at HKD 0.20 per share, raising net proceeds of approximately HKD 52.64 million367419 - In February 2024, the company completed a "one-for-three" rights issue at HKD 0.10 per share, issuing approximately 4.745 billion shares and raising net proceeds of approximately HKD 471 million400431 - The use of proceeds from the rights issue was revised in March 2024, reallocating funds to core businesses such as money lending, asset management, and corporate finance, and adding investment plans in areas like investment immigration, clean energy, and cryptocurrencies432409 - All three tranches of convertible bonds historically issued to Jiangxian Capital have been fully utilized or repaid, with the conversion price of the third tranche adjusted due to share consolidation4554835 Liquidity and Financial Resources The Group's financial position is strong with improved liquidity, significantly reduced debt ratios, and no bank borrowings, primarily funded by operating and financing activities Financial Position Indicators (as of March 31) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Current Assets | 864 million HKD | 369 million HKD | | Current Liabilities | 291 million HKD | 177 million HKD | | Current Ratio | 2.97 times | 2.08 times | | Cash and Cash Equivalents | 289 million HKD | 112 million HKD | | Capital-to-Debt Ratio | 3.05% | 12.40% | | Debt Ratio | 27.96% | 37.71% | | Bank Borrowings | None | None | - The Group primarily funds its operations through cash generated from operating activities and proceeds from financing activities10493 Human Resources and Other Matters The Group's employee count increased, while staff costs decreased, with minimal foreign exchange risk and no pledged assets - As of March 31, 2024, the Group had 67 employees, an increase from 55 in 202322502 - During the reporting year, relevant employee costs (excluding directors' emoluments) were approximately HKD 29.97 million, lower than HKD 36.12 million in 202322502 - The Group primarily conducts business transactions in Hong Kong Dollars, and the Board considers foreign exchange risk to be insignificant195534 - As of March 31, 2024, the Group had no pledged assets1921 Biographical Details of Directors and Senior Management Executive Directors Executive Director Ms. Sun Qing, appointed in April 2020, brings over two decades of financial, audit, and HR management expertise - Ms. Sun Qing, 63 years old, was appointed Executive Director in April 2020, possessing over 20 years of experience in the financial industry, including nearly two decades at Everbright Securities overseeing finance and human resources management506196564 Non-executive Directors The non-executive directors offer diverse expertise spanning investment banking, finance, economics, AI, blockchain, digital technology, asset management, and insurance - Mr. Han Hanting, 39 years old, has over ten years of experience in investment banking56552 - Dr. Nie Riming, 43 years old, appointed in October 2023, possesses over 15 years of experience in finance and economics, currently serving as Vice President of Shanghai Institute of Finance and Law51567 - Mr. Li Chunguang, 39 years old, appointed in February 2024, has extensive experience in artificial intelligence, blockchain, and digital technology2853 - Mr. Hua Yang, 48 years old, re-designated from Executive Director to Non-executive Director in February 2024, is highly experienced in asset management, equity investment, insurance, and business administration54543 Independent Non-executive Directors Independent non-executive directors offer diverse expertise in law, investment banking, capital markets, economics, finance, financial management, and corporate finance - Mr. Chan Kin Sang, 72 years old, is a practicing solicitor, notary public, and China Appointed Attesting Officer in Hong Kong, currently serving as Chairman of the Board571573 - Mr. Chiu Kung Chik, 39 years old, possesses extensive experience in investment banking, capital financing, and corporate restructuring, having previously worked at UBS AG3354759 - Mr. Li Gaofeng, 50 years old, holds a Master's degree in Economics, is a non-practicing Chinese Certified Public Accountant, and has extensive experience in the insurance and securities sectors21954836 - Ms. Lui Mei Ka, 39 years old, is a member of the Hong Kong Institute of Certified Public Accountants, with over 16 years of experience in financial management and corporate finance, currently serving as CFO of Feiyu Technology36 Senior Management The Co-CEOs, Mr. Yuan Tianfu and Mr. Zhang Huachen, bring extensive experience in financial industry, capital markets, fintech, and digital asset investments to lead the Group's strategy and operations - Mr. Yuan Tianfu, 35 years old, appointed Co-Chief Executive Officer in February 2024, is responsible for the Group's strategic planning and investment businesses, with nearly 15 years of experience in the financial industry6263550 - Mr. Zhang Huachen, 32 years old, appointed Co-Chief Executive Officer in February 2024, is responsible for investment operations and fintech projects, with over 10 years of experience in capital markets552553212 Directors' Report Principal Activities and Business Review The company, an investment holding entity, operates diverse financial service businesses, with no final dividend recommended, while upholding regulatory compliance and stakeholder relationships - The company is an investment holding company, and the principal activities of its major subsidiaries are set out in Note 32 to the consolidated financial statements4245 - The Directors do not recommend the payment of a final dividend for the year ended March 31, 202446556 - The Group is committed to complying with applicable environmental laws and maintaining good relationships with employees and clients, with no significant disputes during the reporting period657984 Share Option Scheme The 2021 Share Option Scheme, adopted to incentivize participants, saw 91.5 million options granted before its termination, with all previously granted options remaining valid - The 2021 Share Option Scheme aims to grant share options to eligible participants (including employees, business partners, etc.) as an incentive or reward for their contributions8510886 Share Option Movements in FY2024 | Category of Participants | Granted During Reporting Year (options) | Exercise Price (HKD) | Exercise Period | | :--- | :--- | :--- | :--- | | Directors and Chief Executive | 68,168,000 | 0.480 | April 1, 2025 to March 31, 2026 | | Other Employee Participants | 23,332,000 | 0.480 | April 1, 2025 to March 31, 2026 | | Total | 91,500,000 | | | - The 2021 Share Option Scheme was terminated by shareholders' resolution on May 29, 2024, with no new options to be granted thereafter, but the 91,500,000 options previously granted remain valid and exercisable under the original terms152153130 Share Award Scheme A new share award scheme was adopted on June 3, 2024, to incentivize participants, with a 10-year validity and a maximum share issuance of 8.55% of issued capital, with no awards granted yet - The Share Award Scheme aims to recognize and incentivize eligible participants who contribute to the Group, including employees, directors (excluding independent non-executive directors), and service providers155156 - The maximum number of shares that can be issued under the scheme is 541,093,796 shares, representing approximately 8.55% of the issued share capital as of the date of this annual report139 - The vesting period for share awards is no less than 12 months, and the scheme is valid for 10 years from June 3, 2024182145 - As of the date of this annual report, the company has not granted any share awards under the Share Award Scheme172 Directors and Interests The report outlines board changes, confirms no other director interests beyond options, details major shareholder holdings, and discloses connected transactions with related parties in compliance with Listing Rules - During the reporting period, multiple changes occurred in the Board of Directors, including Dr. Lau Chi Wai's resignation as Executive Director and Chairman, and Mr. Chan Kin Sang's appointment as the new Chairman189 Major Shareholders' Shareholdings (as of March 31, 2024) | Shareholder Name | Capacity | Total Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr. Lau Chi Wai | Beneficial Owner | 1,351,948,000 | 21.37% | | Mr. Wang Tao | Beneficial Owner | 1,134,374,308 | 17.93% | - During the reporting period, the company had continuing connected transactions (investment management agreement) with connected company Huake Smart, which was terminated on December 29, 2023790791 - In September 2023, the company entered into an agreement with major shareholder Dr. Lau Chi Wai to acquire his interest in a target fund for approximately HKD 12.48 million, constituting a connected transaction816 Events after the Reporting Period Post-reporting period, the company adopted a new share award scheme, provided significant financial assistance, and acquired a target company's equity from a former chairman - The company adopted a new Share Award Scheme, approved by shareholders at the EGM on May 29, 2024, and effective on June 3, 2024818824 - In May 2024, the company provided financial assistance (loan extensions) totaling HKD 75.25 million to two independent third-party borrowers829 - On June 12, 2024, the company's wholly-owned subsidiary entered into an agreement with major shareholder Dr. Lau Chi Wai to acquire equity interest in a target company for HKD 39.5 million, constituting a connected transaction830829 Corporate Governance Report Board and Committees The company's Board and its committees diligently oversaw governance, financial reporting, and internal controls, confirming compliance with corporate governance codes and effective risk management systems - The company complied with all code provisions of the Corporate Governance Code throughout the reporting year873876 Board and Committee Meeting Attendance (FY2024) | Committee | Number of Meetings | | :--- | :--- | | Board | 18 | | Audit Committee | 5 | | Remuneration Committee | 6 | | Nomination Committee | 6 | - The Board is responsible for performing corporate governance functions, including developing and reviewing company policies, monitoring director training, and compliance10121039 - The Board confirmed that it conducted an annual review of the Group's risk management and internal control systems and deemed them effective and sufficient for FY202410851008 Shareholders' Rights and Communication The company emphasizes transparent shareholder communication through various channels, outlining rights for director nomination and EGM requests, and maintaining a balanced dividend policy - The company has established a shareholder communication policy and communicates with shareholders through its corporate website, annual reports, and general meetings10451065 - Shareholders may nominate director candidates in accordance with Article 120 of the Company's Articles of Association10511069 - Shareholders holding not less than one-tenth of the paid-up capital of the company may request in writing to convene an extraordinary general meeting10741102 Environmental, Social and Governance Report ESG Governance and Strategy The company's Board oversees ESG strategy, prioritizing anti-money laundering, customer privacy, and anti-corruption based on materiality assessment, with annual progress reporting - The Board holds overall responsibility for the Group's ESG strategy and reporting, annually reviewing ESG-related risks, opportunities, and targets1129 - Through materiality assessment, the company identified three highly important ESG issues: anti-money laundering and counter-terrorist financing, customer privacy protection, and anti-corruption and anti-fraud1191 Employment and Labour Practices The Group, valuing talent, increased its workforce while significantly reducing turnover, prioritizing employee well-being and development through training, and strictly adhering to labor laws Employee Profile (as of March 31) | Category | 2024 | 2023 | | :--- | :--- | :--- | | Total Employees | 67 | 55 | | - Male | 38 | 34 | | - Female | 29 | 21 | | Overall Turnover Rate | 32.79% | 59.68% | - During the reporting period, approximately 26.44% of employees received training, with an average training hour of approximately 3.04 hours per employee5941280 - The Group strictly complies with relevant labor laws and regulations, prohibiting child and forced labor, and conducts regular inspections and reviews596 Environmental Practices The Group is committed to environmental protection, with revised GHG and energy reduction targets, and participates in green finance, despite increased emission and energy densities due to normalized operations Greenhouse Gas Emissions (tCO2e) | Scope | 2024 | 2023 | | :--- | :--- | :--- | | Scope 1 (Direct) | 150.33 | 15.43 | | Scope 2 (Indirect - Energy) | 24.15 | 26.42 | | Scope 3 (Other Indirect) | 9.78 | 11.11 | | Total | 184.26 | 52.96 | | Emission Intensity (tCO2e/employee) | 2.75 | 0.96 | Energy Consumption | Energy Type | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 582,507.20 | 95,078.50 | | Total Energy Consumption Density | kWh/employee | 8,694.14 | 1,728.70 | - The Group maintained a low total non-hazardous waste disposal intensity of 0.02 tonnes per employee, consistent with last year, and set a target to maintain this level in 20256111350 - The Group allocated HKD 1 million as green deposits to support certified green projects, such as green buildings and renewable energy651652 Independent Auditor's Report Auditor's Opinion and Key Audit Matters The auditor issued an unmodified opinion on the financial statements, highlighting key audit matters related to Level 3 fair value investments and impairment testing of loans and trade receivables - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance706759734 - Key Audit Matter One: Valuation of financial assets at fair value through profit or loss measured at Level 3 fair value. The balance of these investments as of March 31, 2024, was HKD 119 million, and their valuation involves significant judgment and estimation737 - Key Audit Matter Two: Loans and trade receivables. The balance of these amounts as of March 31, 2024, was HKD 113 million, and their impairment testing has a significant impact on the financial statements and involves estimation764 Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue significantly increased, and its annual loss narrowed due to higher other income and cost control, despite a net investment loss Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 49,456 | 26,943 | | Net Investment Loss | (3,481) | (4,630) | | Net Other Income | 17,672 | 3,330 | | Loss Before Tax | (30,634) | (58,863) | | Loss for the Year | (30,679) | (58,855) | | Loss Per Share (HK cents) | (0.91) | (2.84) | Consolidated Statement of Financial Position The Group's total assets and equity significantly increased, driven by current asset growth and share issuance, resulting in a substantially strengthened financial structure Consolidated Statement of Financial Position Summary (as of March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Assets | | | | Non-current Assets | 228,091 | 106,462 | | Current Assets | 864,100 | 369,299 | | Total Assets | 1,092,191 | 475,761 | | Liabilities and Equity | | | | Current Liabilities | 290,652 | 177,169 | | Non-current Liabilities | 14,696 | 2,123 | | Total Liabilities | 305,348 | 179,292 | | Total Equity | 786,843 | 296,469 | Consolidated Statement of Cash Flows The Group experienced net cash outflows from operating and investing activities, offset by significant net cash inflow from financing activities, leading to an overall increase in cash and cash equivalents Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (121,718) | 21,814 | | Net Cash Used in Investing Activities | (188,568) | (69,233) | | Net Cash Generated from/(Used in) Financing Activities | 489,729 | (31,128) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 179,443 | (78,547) | | Cash and Cash Equivalents at Beginning of Year | 111,748 | 190,418 | | Cash and Cash Equivalents at End of Year | 289,257 | 111,748 | Notes to the Consolidated Financial Statements The notes detail revenue recognition policies, segment performance, financial instrument valuations, and related party transactions, providing comprehensive insights into the Group's financial data - Revenue recognition: Securities brokerage commissions are recognized upon trade execution; revenue from advisory services such as asset management and corporate finance is recognized over time based on performance progress or upon completion of services15081910 Investments at Fair Value Through Profit or Loss (as of March 31, HKD '000) | Investment Category | 2024 | 2023 | | :--- | :--- | :--- | | Hong Kong Listed Equity Securities | 86,908 | 10,922 | | Unlisted Equity Instruments | 79,769 | 5,115 | | Fund Investments | 86,569 | 55,421 | | Derivative Financial Instruments | 27 | 33 | | Total | 253,273 | 71,491 | - Total loans and trade receivables amounted to HKD 113 million, with loans primarily being secured loans at interest rates ranging from 8% to 15%15381539 - The company granted 91.5 million share options on March 27, 2024, with an exercise price of HKD 0.48 per share, and their estimated fair value was HKD 22.661 million, calculated using the binomial option pricing model20432044
国富量子(00290) - 2024 - 年度财报