Business Expansion and Acquisitions - SINOHOPE plans to acquire a majority stake in the Japanese cryptocurrency exchange BitTrade for over $33.23 million, aiming to expand its ecosystem and influence in the global cryptocurrency market[11]. - The acquisition will be settled by issuing up to 119,909,000 new shares, resulting in SINOHOPE indirectly holding 92.31% of BitTrade's shares[11]. - The company is in the process of acquiring a 7.69% stake in BitTrade for USD 2,769,435.22, which will make BitTrade an indirect subsidiary upon completion of the acquisition[37]. - A significant acquisition agreement was made for the purchase of shares in a British Virgin Islands company for a total consideration of $30,462,086.38 (approximately HKD 237,604,273.76)[36]. - The company entered into a conditional agreement to acquire BVI shares for USD 30,462,086.38 (approximately HKD 237,604,273.76)[187]. - The company also agreed to acquire approximately 7.69% of BitTrade shares for USD 2,769,435.22 (approximately HKD 21,601,594.72)[188]. Financial Performance - The company recorded total revenue from continuing operations of approximately HKD 1,569.4 million for the fiscal year ending September 30, 2024, a decrease of about 44.6% or HKD 1,264.2 million compared to HKD 2,833.6 million for the fiscal year ending September 30, 2023[40]. - The gross profit for the fiscal year 2024 was approximately HKD 44.2 million, an increase of about 325.7% or HKD 33.8 million compared to HKD 10.4 million in fiscal year 2023[40]. - The company achieved a net profit of approximately HKD 56.3 million in fiscal year 2024, compared to a net loss of approximately HKD 288.7 million in fiscal year 2023[41]. - Revenue from asset management services increased significantly to approximately HKD 25.6 million in fiscal year 2024, a rise of about 495.3% or HKD 21.3 million from HKD 4.3 million in fiscal year 2023[45]. - The total assets under management reached approximately USD 99.1 million as of the report date, up from approximately USD 81.8 million as of March 31, 2024[45]. - Revenue from the technology solutions business was approximately HKD 6.8 million in fiscal year 2024, a decrease of about 32% from HKD 10 million in fiscal year 2023[42]. - The company recorded total revenue from cryptocurrency trading business of approximately HKD 1,520.3 million, with a cost of sales of about HKD 1,511.1 million, resulting in a gross profit of approximately HKD 9.2 million, compared to a gross loss of HKD 2.7 million in fiscal year 2023[49]. - Other income for fiscal year 2024 was approximately HKD 4.8 million, a substantial increase of about HKD 11.3 million from a net loss of HKD 6.2 million in fiscal year 2023, primarily due to gains from cryptocurrency price increases[53]. - Administrative expenses decreased significantly to approximately HKD 106.2 million in fiscal year 2024, down about HKD 80.6 million or 43.1% from approximately HKD 186.8 million in fiscal year 2023[54]. - Financing costs for fiscal year 2024 were approximately HKD 4.8 million, a reduction of about HKD 10.3 million or 68.4% from approximately HKD 15.1 million in fiscal year 2023[55]. - The group achieved a profit before tax of approximately HKD 56.4 million in fiscal year 2024, a turnaround from a loss of approximately HKD 282.2 million in fiscal year 2023[56]. - The net cash used in operating activities for fiscal year 2024 was approximately HKD 10.7 million, a decrease from approximately HKD 245.2 million in fiscal year 2023[62]. - The net cash used in investing activities for fiscal year 2024 was approximately HKD 21.9 million, compared to a net cash inflow of approximately HKD 11.5 million in fiscal year 2023[63]. - As of September 30, 2024, the group had no outstanding borrowings, a significant change from HKD 467.2 million in borrowings as of September 30, 2023[67]. - The group did not declare a final dividend for fiscal year 2024, consistent with the previous year[59]. - The company declared a dividend using reserves amounting to HKD 279,452,000, which includes accumulated losses of HKD 312,895,000 and other reserves of HKD 592,347,000[178]. Regulatory and Compliance - The company upgraded the "Hong Kong VASP Licensing Guardian Program" in September 2024, significantly improving the efficiency of the licensing application process for virtual asset service providers[10]. - The company plans to focus on compliance asset management and the development of innovative MPC one-stop custody products in the upcoming fiscal year[83]. - The company aims to expand its TCSP compliant custody services, integrating virtual asset custody and trading services into a single product offering[84]. - The company has implemented measures to manage foreign currency risks through natural hedging and forward foreign exchange contracts[77]. - The company has adopted the corporate governance code as its corporate governance policy and practices, ensuring compliance with the listing rules[105]. - The board is responsible for the overall leadership direction and monitoring of the group's strategic decisions and performance[106]. - The company has established three committees to assist in fulfilling its corporate governance responsibilities[105]. - The company ensures that the roles of chairman and CEO are held by different individuals to avoid power concentration[109]. - The board's composition is reviewed annually to ensure compliance with listing rules regarding independent directors[110]. - The company has adopted a code of conduct for directors' securities trading, ensuring compliance with the standards set out in the listing rules[128]. Corporate Governance - The company has purchased adequate insurance for all directors to cover potential liabilities arising from their duties[106]. - The company secretary, Ms. Peng, was appointed on August 30, 2024, bringing over 10 years of experience in corporate governance[101]. - The board regularly reviews corporate governance practices to meet stakeholder expectations and comply with regulatory requirements[104]. - The board is committed to maintaining high standards of corporate governance and business ethics, which are crucial for improving group performance[104]. - The board consists of six members, including one non-executive director, two executive directors, and three independent non-executive directors[108]. - The company has a diversity policy in place, aiming to maintain a balanced representation, with a target to sustain the current female representation ratio[112]. - As of the fiscal year ending September 30, 2024, the company employed 86 staff members, with approximately 36% being female[117]. - The board held five meetings during the year to discuss major issues and review financial and operational performance[118]. - All independent non-executive directors have provided annual confirmations of their independence as required by listing rules[111]. - The board's diversity policy is reviewed annually by the nomination and corporate governance committee[112]. Market Environment and Trends - The external environment in 2024 is expected to be favorable for the global economy, with the Federal Reserve's interest rate cuts and increased liquidity in financial markets[6]. - The cryptocurrency market's total market capitalization has surpassed $3.9 trillion, driven by supportive policies from the newly elected U.S. president[6]. - Hong Kong's introduction of Bitcoin and Ethereum spot ETFs in 2024 is expected to boost confidence in traditional financial institutions and facilitate greater acceptance of crypto assets[7]. - Following the U.S. presidential election, Bitcoin surged past $100,000, with significant inflows into Bitcoin and Ethereum spot ETFs[15]. - The Hong Kong government aims to position the city as a global digital asset hub, enhancing its role in the Web3.0 landscape[16]. - Since the introduction of the virtual asset trading platform licensing regime in June 2023, the crypto industry in Hong Kong has seen new opportunities for growth[16]. Technology and Innovation - The company launched the MPC wallet equality feature in February 2024, enhancing transparency and usability by allowing stakeholders to have true control over funds[10]. - In April 2024, SINOHOPE released a BTC Layer2 co-custody product, facilitating multi-party custodial management of Bitcoin ecosystem assets[10]. - SINOHOPE's MPC technology addresses single-point risks associated with private key management, enhancing security for clients[10]. - The company launched a one-stop public chain ecosystem solution, providing comprehensive blockchain technology and infrastructure support to numerous leading enterprises in the Web3 ecosystem[14]. - The company will continue to innovate core custody technologies, such as distributed key derivation and threshold signatures, to enhance security and operational transparency for clients[84]. Employee and Stakeholder Relations - The company is committed to providing career development opportunities for its employees, recognizing their knowledge and skills[174]. - The company has established good relationships with its raw material suppliers and aims to enhance customer service satisfaction[174]. - The company encourages shareholders to submit written proposals regarding the group's operations, strategies, or management at shareholder meetings[152]. - The company maintains effective communication with shareholders to enhance investor relations and understanding of the group's business and performance[161]. - The group has a commitment to timely and non-selective disclosure of information to enable informed investment decisions by shareholders and investors[161]. Risk Management - The company has established an internal audit function to maintain good corporate governance and internal control systems[146]. - The board believes that the risk management and internal control systems are effective and sufficient after considering various strengthening measures[146]. - The company has implemented measures to enhance internal monitoring procedures regarding related party transactions[147]. - The finance department will continue to independently execute internal audit functions, assessing all significant aspects including legal risks and compliance controls[146].
新火科技控股(01611) - 2024 - 年度财报