大象控股集团(08635) - 2025 - 年度业绩

Company Information This section details the composition of the Board of Directors and its committees, including recent changes in key appointments Board of Directors and Committee Composition The Company's Board of Directors consists of four executive directors and three independent non-executive directors, with audit, remuneration, and nomination committees, with recent changes in board members and committee chairs to adapt to the company's development - Board composition: 4 Executive Directors (including Chairwoman Ms. Di Xiaoguang, CEO Mr. Qian Qian) and 3 Independent Non-Executive Directors (including Lead Independent Non-Executive Director Ms. Li Xinjuan)[8] - Audit Committee Chair: Ms. Liu Huiqing; Remuneration Committee Chair: Ms. Li Xinjuan; Nomination Committee Chair: Ms. Di Xiaoguang, all appointed in April or June 2025[9] - Company Secretary Ms. Zhu Meibao and authorized representatives Ms. Di Xiaoguang and Ms. Zhu Meibao were all appointed in April 2025[8] Chairman's Report This report provides an overview of the Group's FY2025 financial performance, business developments, and future strategic outlook amidst global economic challenges FY2025 Performance Overview The Chairman's report indicates that for the year ended March 31, 2025, the Group's total revenue was approximately HKD 17.9 million, a year-on-year decrease of approximately 21%, and net loss was approximately HKD 19.5 million, a decrease of approximately 15% from the previous year's net loss, with global economic instability posing challenges to the Group's operating environment FY2025 Key Financial Data | Indicator | 2025 FY (Million HKD) | 2024 FY (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 17.9 | 22.8 | -21% | | Net Loss | 19.5 | 23.0 | -15% | - Global inflation, the Russia-Ukraine conflict, and rising US interest rates have led to a continuous tightening of international monetary and financial conditions, exacerbating global economic instability and posing challenges to the Group's operating environment, especially for USD-denominated transactions[12] Business Development and Future Outlook The Group launched precious metals trading services in FY2024 and established Max Digital and Max Online International to expand into OTC trading, currency exchange, and FX/precious metals/CFD trading, with Boltz Systems PTE. LTD. also established in Singapore to explore Asian market opportunities, and future plans include enhancing automated trading and risk management functions of existing trading systems and expanding gold and silver trading and OTC exchange services - Acquired Max Gold Network in September 2023 to launch precious metals trading services; established Max Digital for OTC trading and exchange services, and Max Online International for FX, precious metals, and CFD trading businesses[13] - Established Singapore subsidiary Boltz Systems PTE. LTD. in April 2024 to explore business opportunities in the Asian market[13] - Future plans include strengthening existing trading systems' automated trading and risk management functions, and expanding quality gold and silver trading services and OTC exchange services[13] Management Discussion and Analysis This section reviews the Group's business and financial performance for FY2025, discusses liquidity, key risks, and significant corporate events, and outlines human resource policies Business Review and Outlook As a financial trading solutions provider, the Group's revenue decreased by 21% to HKD 17.9 million in FY2025, with net loss narrowing by 15% to HKD 19.5 million, and facing global economic challenges, the Group actively expanded into new businesses such as precious metals trading, OTC trading, and FX/CFD trading, and established a Singapore subsidiary, concurrently, it distributed an interim dividend by realizing ETF investments, underwent a change in controlling ownership, and changed its company name, with future focus on enhancing trading system functions and expanding into the Asia-Pacific market FY2025 Business Review Key Data | Indicator | 2025 FY (Million HKD) | 2024 FY (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 17.9 | 22.8 | -21% | | Loss attributable to owners of the Company | 19.5 | 23.0 | -15% | | Revenue from financial trading solutions and other IT services | 12.8 | 19.6 | -34.7% | | Revenue from precious metals trading services | 4.9 | 3.2 | +53.1% | - The Group acquired Max Gold Network in September 2023 to launch precious metals trading services, and established Max Digital and Max Online International to expand into OTC trading, currency exchange, and FX/precious metals/CFD trading businesses[17] - Realized investments in US Exchange Traded Funds in December 2024, recognizing a gain of approximately HKD 1.07 million, and declared an interim dividend of HKD 0.0625 per share in February 2025[18] - Everlasting Holdings Limited (wholly owned by Ms. Di Xiaoguang) acquired 75% of the Company's shares, becoming the controlling shareholder, and the company name change to "Elephant Holdings Group Limited" was approved on May 28, 2025[19][20] Financial Review In FY2025, the Group's revenue decreased by 21% to HKD 17.9 million, primarily due to reduced revenue from financial trading solutions and IT services, partially offset by growth in precious metals trading services, with net loss decreasing by 15% to HKD 19.5 million, benefiting from significant reductions in internet service costs and employee benefit expenses, though partially offset by increased impairment losses on property and equipment and higher promotion/legal professional fees FY2025 Financial Performance Changes | Indicator | 2025 FY (Million HKD) | 2024 FY (Million HKD) | Change (%) | Main Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 17.9 | 22.8 | -21% | Decrease in financial trading solutions and other IT services revenue, precious metals trading services increase partially offset | | Net other income | 2.1 | 2.8 | -25% | Decrease in fair value changes of financial assets and interest income from time deposits | | License and subscription fees | 1.1 | 1.3 | -17% | Decrease in license and maintenance service revenue | | Internet service costs | 1.2 | 2.0 | -40% | Decrease in subscription services (cost control) | | Employee benefit expenses | 17.3 | 25.9 | -33% | No one-off bonuses and staff restructuring | | Depreciation of property and equipment | 1.6 | 1.9 | -14% | Certain property and equipment fully depreciated | | Amortization of intangible assets | 5.7 | 6.3 | -9% | Certain computer software systems fully amortized | | Reversal of impairment loss on financial and contract assets | 0.023 | 0.422 | -94.5% | Improved collection of trade receivables, no bad debt write-offs | | Impairment loss on property and equipment | 4.0 | 0 | N/A | Impairment of land and buildings | | Other expenses | 8.0 | 5.8 | +38% | Increase in promotion expenses and legal professional fees | | Loss before income tax | 19.8 | 23.3 | -15% | Decrease in internet service costs, employee benefit expenses, and no bad debt write-offs, partially offset by decrease in revenue, increase in other expenses, and impairment loss on property | | Loss for the year attributable to owners of the Company | 19.5 | 23.0 | -15% | Same as above | Liquidity and Financial Resources As of March 31, 2025, the Group's net current assets were approximately HKD 19.7 million, a significant decrease from HKD 46.7 million in 2024, with total current assets decreasing from HKD 55.0 million to HKD 27.9 million, primarily due to a reduction in bank and cash balances, and the Group had no interest-bearing borrowings, maintaining a net cash position FY2025 Liquidity and Financial Resources | Indicator | March 31, 2025 (Million HKD) | March 31, 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Net current assets | 19.7 | 46.7 | -57.8% | | Current assets | 27.9 | 55.0 | -49.3% | | Bank and cash balances | 18.2 | 44.3 | -58.9% | - The Group had no interest-bearing borrowings as of March 31, 2025, and 2024, with the gearing ratio not applicable and the net debt to total capital ratio reflecting a net cash position[37] Key Risks and Uncertainties The Group faces operational risks such as R&D, customer retention, and customer/supplier concentration, as well as financial risks including exchange rate, credit, liquidity, and interest rate risks, and mitigates these risks through continuous monitoring, diversification, credit policies, and maintaining sufficient cash reserves - Key operational risks include R&D risks (changes in technology and customer requirements), risks of retaining customers and employees, and customer and supplier concentration risks[38][39] - Key financial risks include exchange rate risk (HKD pegged to USD, so risk is not significant), credit risk (from bank cash, receivables, etc.), and liquidity risk (regular monitoring of liquidity needs)[38][40][41][43] - Credit risk management measures include transacting only with reputable banks, regularly assessing customer credit records, and using a simplified approach to calculate expected credit losses[41][42] Significant Acquisitions and Disposals For the year ended March 31, 2025, the Group did not make any significant investments or significant acquisitions and disposals of subsidiaries, associates, and joint ventures - For the year ended March 31, 2025, the Group did not make any significant investments or significant acquisitions and disposals of subsidiaries, associates, and joint ventures[48] Capital Commitments and Contingent Liabilities As of March 31, 2025, the Group had no significant capital commitments or contingent liabilities - As of March 31, 2025, the Group had no significant capital commitments or contingent liabilities[49] Human Resources and Remuneration Policy As of March 31, 2025, the Group had 31 full-time and 2 part-time employees, a decrease from the previous year, with remuneration policy based on qualifications, function, experience, performance, and market conditions, and is regularly reviewed to remain competitive, and the company has a share option scheme to incentivize employees and directors FY2025 Human Resources Overview | Indicator | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Full-time employees | 31 | 40 | | Part-time employees | 2 | 0 | | Total employee benefit expenses (net of capitalization) | 20.1 million HKD | 32.3 million HKD | - The Group's employee remuneration is determined based on various factors including qualifications, function, experience, work performance, and local market conditions, with remuneration and benefit policies regularly reviewed[50] - The Company adopted a share option scheme on March 29, 2019, to grant share options to employees and directors[50] Material Investments and Plans for Material Investments or Capital Assets As of March 31, 2025, the Company had no material investments - As of March 31, 2025, the Company had no material investments[51] Relationships with Customers, Suppliers, Subcontractors, and Employees The Group's customers are primarily financial institutions and individuals, located in the Asia-Pacific region, with high customer concentration (top five customers accounting for 71.6% of total revenue), and suppliers are mainly data center, financial market information service providers, also with high supplier concentration (top five suppliers accounting for 97.7% of total purchases), and the Group maintains good relationships with employees and has no labor disputes - Customers are primarily financial institutions (financial trading solutions) and individuals (precious metals trading services), mainly located in Asia-Pacific regions such as Hong Kong, China, Indonesia, and Japan[52] FY2025 Customer and Supplier Concentration | Indicator | 2025 FY | 2024 FY | | :--- | :--- | :--- | | Top five customers as % of total revenue | 71.6% | 71.9% | | Largest customer as % of total revenue | 23.8% | 44.5% | | Top five suppliers as % of total purchases | 97.7% | 85.2% | | Largest supplier as % of total purchases | 48.1% | 36.5% | - The Group maintains good relationships with employees, has not been involved in any labor disputes, and has not encountered significant difficulties in recruiting and retaining experienced or skilled employees[54] Mandatory Unconditional Cash Offer Everlasting Holdings Limited (wholly owned by Ms. Di Xiaoguang) completed the acquisition of 75% of the Company's shares on March 13, 2025, triggering a mandatory unconditional cash offer, and after the offer closed, only 0.03% of the offer shares were validly accepted, with the offeror intending to maintain the Group's existing operations without immediate significant business or asset adjustments - Everlasting Holdings Limited (wholly owned by Ms. Di Xiaoguang) acquired 300,000,000 shares of the Company, representing 75% of the total issued share capital, on March 13, 2025[55] - After the close of the mandatory unconditional cash offer, a total of 135,000 offer shares were validly accepted, representing approximately 0.03% of the issued share capital[55] - The offeror intends that the Group will continue its existing operations without significant changes, and no immediate major adjustments to business or asset allocation will occur[55] Change of Company Name The Company's English name has been changed from "Novacon Technology Group Limited" to "Elephant Holdings Group Limited," and its Chinese name from "連成科技集團有限公司" to "大象控股集團有限公司," effective May 28, 2025, with the Board believing this change will help establish a new corporate image, beneficial for future business development - The Company's English name has been changed from "Novacon Technology Group Limited" to "Elephant Holdings Group Limited," and its Chinese name from "連成科技集團有限公司" to "大象控股集團有限公司"[56] - The change became effective on May 28, 2025, and the Board believes this will provide the Company with a new corporate image, beneficial for future business development[56] Biographical Details of Directors and Senior Management This section provides detailed biographies of the executive directors, independent non-executive directors, and the company secretary, highlighting their experience and roles Executive Directors This section details the biographies of Ms. Di Xiaoguang (Chairwoman), Mr. Qian Qian (CEO), Ms. Qin Yue, and Mr. Wang Yongkai, including their appointment dates, professional experience, educational backgrounds, and responsibilities within the Group, with Ms. Di and Mr. Qian recently appointed and possessing extensive experience in business operations and management - Ms. Di Xiaoguang was appointed Executive Director and Chairwoman on April 17, 2025, with over 30 years of experience in business operations, corporate affairs, and client management[57] - Mr. Qian Qian was appointed Executive Director and CEO on April 30, 2025, with extensive business operations management experience, and is Ms. Di's son[58] - Ms. Qin Yue was appointed Executive Director on April 30, 2025, with experience in corporate management and operations[59] - Mr. Wang Yongkai has been a Director since February 7, 2018, responsible for the Group's software development business's daily management, with over 23 years of experience in software engineering and IT support[60] Independent Non-Executive Directors This section introduces the biographies of Ms. Ho Sze Man, Ms. Liu Wai Hing, and Ms. Li Xinjuan, all independent non-executive directors with extensive experience in securities, investment banking, auditing, financial services, and human resource management, with Ms. Liu Wai Hing chairing the Audit Committee, and Ms. Li Xinjuan serving as the Lead Independent Non-Executive Director - Ms. Ho Sze Man was appointed Independent Non-Executive Director on November 22, 2024, with over 20 years of experience in the securities and investment banking industry[62] - Ms. Liu Wai Hing was appointed Independent Non-Executive Director and Chairwoman of the Audit Committee on April 30, 2025, with over 10 years of experience in auditing and financial services[64] - Ms. Li Xinjuan was appointed Independent Non-Executive Director, Lead Independent Non-Executive Director, and Chairwoman of the Remuneration Committee on April 30, 2025, with extensive experience in human resource management[65] Company Secretary Ms. Zhu Meibao was appointed Company Secretary on April 30, 2025, possessing over 10 years of experience in accounting, finance, and auditing, holding a Master of Finance and a Bachelor of Accountancy degree, and is a member of the Hong Kong Institute of Certified Public Accountants - Ms. Zhu Meibao was appointed Company Secretary on April 30, 2025, with over 10 years of experience in accounting, finance, and auditing[66] - Ms. Zhu holds a Master of Finance degree from Smith School of Business, Queen's University, Canada, and a Bachelor of Business Administration (Accountancy) degree from City University of Hong Kong, and is a member of the Hong Kong Institute of Certified Public Accountants[66] Directors' Report This report covers the Company's corporate structure, principal activities, financial results, share capital, and compliance with governance standards, including directors' and major shareholders' interests Company Reorganization and Listing The Company was incorporated in the Cayman Islands on February 7, 2018, and listed on GEM of the Stock Exchange on May 2, 2019, following a group reorganization - The Company was incorporated in the Cayman Islands on February 7, 2018, and listed on GEM of the Stock Exchange on May 2, 2019[68] Principal Activities The Company is an investment holding company, and the Group is primarily engaged in developing and providing financial trading solutions, resource allocation/planning/scheduling and management software services, precious metals trading services, and cryptocurrency trading, with precious metals trading services commencing in FY2024 as a new business, with no significant change in business nature this year - The Group is principally engaged in (i) developing and providing financial trading solutions; (ii) developing and providing resource allocation, planning, scheduling, and management software and services; (iii) providing precious metals trading services; and (iv) cryptocurrency trading[69] - Precious metals trading services is a new business for the Group that commenced during FY2024[69] Results and Dividends The Group's loss and financial position for the year ended March 31, 2025, are presented in the consolidated financial statements, and the Board does not recommend the payment of a final dividend for the year (2024: HKD 0.002 per share) - The Group's loss and financial position for the year ended March 31, 2025, are presented in the consolidated financial statements[71] - The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 (2024: HKD 0.002 per share)[72] Financial Summary A summary of the Group's results, assets, and liabilities for the past five financial years is published on page 122 of the report, as an extract from the audited financial statements - A summary of the Group's published results, assets, and liabilities for the past five financial years is presented on page 122[73] Share Capital and Reserves The Company's share capital remained unchanged in FY2025, with details of reserve movements provided in Note 35(b) and the consolidated statement of changes in equity, and as of March 31, 2025, there were no distributable reserves attributable to the Company's owners (2024: approximately HKD 934,000) - Details of changes in the Company's share capital for the year ended March 31, 2025, are set out in Note 23 to the consolidated financial statements[76] - Details of changes in the Company's and the Group's reserves for the year ended March 31, 2025, are set out in Note 35(b) to the consolidated financial statements and the consolidated statement of changes in equity, respectively[79] - As of March 31, 2025, there were no distributable reserves attributable to the Company's owners (2024: approximately HKD 934,000)[80] Directors and Senior Management This section lists the directors during the reporting period, including recent appointments and resignations, with several directors retiring by rotation at the upcoming Annual General Meeting and eligible for re-election, and all independent non-executive directors having confirmed their independence, with directors' service contracts having fixed terms and a remuneration policy in place, with remuneration details in Notes 7 and 8 - Board members during the reporting period included Executive Directors Ms. Di Xiaoguang (Chairwoman), Mr. Qian Qian (CEO), Ms. Qin Yue, Mr. Wang Yongkai, and Independent Non-Executive Directors Ms. Ho Sze Man, Ms. Liu Wai Hing, and Ms. Li Xinjuan[82] - Ms. Di Xiaoguang, Mr. Qian Qian, Ms. Qin Yue, Mr. Wang Yongkai, Ms. Li Xinjuan, Ms. Liu Wai Hing, and Ms. Ho Sze Man will retire by rotation at the upcoming Annual General Meeting and are eligible for re-election[83] - The Company has received annual written confirmations from each Independent Non-Executive Director, and each Independent Non-Executive Director is still considered independent as of the date of this report[83] - Executive Directors' service agreements have an initial fixed term of three years, and Independent Non-Executive Directors' appointment letters have an initial fixed term of three years, both automatically renewable[85] Directors' and Chief Executive's Interests As of March 31, 2025, Ms. Di Xiaoguang, through her wholly-owned Everlasting Holdings Limited, held 75% of the Company's issued shares, making her a substantial shareholder, and other than this, no other directors or chief executives had disclosable interests or short positions in the Company's shares, underlying shares, and debentures FY2025 Directors' and Substantial Shareholders' Shareholdings | Name/Entity | Capacity and Nature of Interest | Number of Shares Held | Approximate % of Issued Shares | | :--- | :--- | :--- | :--- | | Ms. Di Xiaoguang | Interest of controlled corporation | 300,000,000 (L) | 75% | | Everlasting Holdings Limited | Beneficial owner | 300,000,000 (L) | 75% | - Immediately after the close of the offer and as of the date of this report, Everlasting Holdings Limited held approximately 75.03% of the Company's issued shares[95][100] Share Option Scheme The Company adopted a share option scheme on March 29, 2019, to incentivize eligible participants, and for the year ended March 31, 2025, no share options were granted, lapsed, or cancelled, with the remaining term of the share option scheme being approximately four years, with a total of 12,800,000 shares available for future grants - The share option scheme aims to incentivize or reward eligible participants for their contributions to the Group and to retain outstanding employees and attract human resources[99] - For the year ended March 31, 2025, no share options were granted, lapsed, or cancelled[105] - As of the date of this report, the total number of shares available for future grants under the share option scheme is 12,800,000 shares (representing 3.2% of the total issued shares on the same date)[103] - The share option scheme will remain effective for ten years from March 29, 2019, with approximately four years remaining as of March 31, 2025[111] Public Float and Compliance Following the close of the mandatory unconditional cash offer, the Company's public float was approximately 24.97%, failing to meet the minimum requirement of the GEM Listing Rules, and the Company has applied for a temporary waiver and will take measures to restore the public float, with directors and controlling shareholders confirming no competing interests and compliance with the non-competition undertaking, and the Company having established compliance procedures and complied with all applicable laws and regulations in all material aspects - Immediately after the close of the offer and as of the date of this report, the public float was approximately 24.97%, failing to meet the minimum public float requirement set out in Rule 11.23(7) of the GEM Listing Rules[115] - The Company has applied to the Stock Exchange for a temporary waiver from strict compliance with GEM Listing Rule 11.23(7) and will take appropriate measures as soon as practicable to ensure the restoration of the public float[116] - The Directors and controlling shareholders confirmed that they have not engaged in any business that competes directly or indirectly with the Group's business or held any interest therein, and have complied with all undertakings under the non-competition deed[118][119] - The Group has complied in all material respects with the requirements under all applicable laws and regulations that have a significant impact on its business and operations[129] Events After Reporting Period and Independent Auditor Except as disclosed elsewhere in this report, the Group had no other significant events after March 31, 2025, and up to the date of this report, and BDO Limited has audited the consolidated financial statements for the year and is eligible for re-appointment - Except as disclosed elsewhere in this report, the Group had no other significant events after March 31, 2025, and up to the date of this report[133] - BDO Limited has audited the Company's consolidated financial statements for the year ended March 31, 2025, and will retire but is eligible and willing to be re-appointed[134] Corporate Governance Report This report outlines the Company's corporate governance practices, board structure, committee functions, risk management, and communication with stakeholders, affirming compliance with relevant codes Corporate Governance Practices The Company is committed to achieving high standards of corporate governance and has adopted the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules, and during the reporting period, except for the establishment of an internal audit function, the Company has complied with all applicable code provisions, with the Board believing that, considering the Group's size and complexity, existing risk management and internal controls are sufficient to substitute for an internal audit function - The Company has adopted the Corporate Governance Code set out in Appendix C1 of the GEM Listing Rules and has complied with all applicable code provisions during the reporting period, except for the internal audit function[137] - The Group's existing audit function is performed by external auditors, and the Board and Audit Committee believe that the current arrangements are sufficient to maintain adequate risk management and internal controls, with no urgent need to establish an internal audit function at present[138] Board of Directors The Board of Directors comprises seven directors, including four executive directors and three independent non-executive directors, responsible for the Group's overall management, strategic planning, performance monitoring, and risk management, with no significant relationships among board members, and the Board complying with GEM Listing Rules requirements for independent non-executive directors, with the roles of Chairman and Chief Executive Officer separated, and a Lead Independent Non-Executive Director appointed, and all directors participating in continuous professional development - The Board of Directors comprises seven directors, including four executive directors and three independent non-executive directors, complying with GEM Listing Rules 5.05(1) and 5.05A[139][143] - The Board is responsible for the Group's overall development, strategic planning, business performance review and monitoring, financial statement and annual budget approval, internal controls, and risk management[140] - The roles of Chairman and Chief Executive Officer are separated, and the Group fully complies with Code Provision C.2 of the Corporate Governance Code[146] - The Board has appointed Independent Non-Executive Director Ms. Li Xinjuan as the Lead Independent Non-Executive Director, effective June 27, 2025[147] - All directors participate in continuous professional development programs to develop and update their knowledge and skills[145] Board Committees The Board has an Audit Committee, a Nomination Committee, and a Remuneration Committee, each with written terms of reference and complying with GEM Listing Rules, with the Audit Committee, composed of three independent non-executive directors, responsible for financial reporting and risk management, and the Nomination Committee, composed of two executive directors and three independent non-executive directors, responsible for board structure and candidate nomination, emphasizing board diversity, and the Remuneration Committee, composed of three independent non-executive directors, responsible for the remuneration policy of directors and senior management - The Audit Committee, composed of three independent non-executive directors, is responsible for making recommendations to the Board on the appointment, re-appointment, and removal of external auditors, and for reviewing and overseeing the Company's financial reporting process, financial controls, internal controls, and risk management systems[149][150] - The Nomination Committee includes two executive directors and three independent non-executive directors, responsible for reviewing the Board's structure, identifying suitable director candidates, assessing the independence of independent non-executive directors, and adopting a board diversity policy[152] - The Remuneration Committee, composed of three independent non-executive directors, is responsible for making recommendations to the Board on the remuneration policy and structure for all directors and the Group's senior management, evaluating the performance of executive directors, and approving the terms of their service contracts[157][158] Board Meetings and Directors' Attendance Records During the reporting period, the Board held 14 meetings, with the attendance records of each director at Board, committee, and general meetings detailed in the report, and although the Chairman did not hold meetings with independent non-executive directors without other directors present, the Company believes communication channels are adequate - During the reporting period, 14 Board meetings were held[160] - The Chairman did not hold meetings with independent non-executive directors without the presence of executive directors, deviating from Code Provision A.2.7, but the Company believes there are sufficient communication channels[161] Company Secretary Company Secretary Ms. Zhu Meibao received over 15 hours of relevant professional training in FY2025 to enhance her skills and knowledge - Company Secretary Ms. Zhu Meibao received no less than 15 hours of relevant professional training during the year ended March 31, 2025[163] Nomination Policy The Board has adopted a nomination policy to ensure the Board possesses the necessary skills, experience, and diverse perspectives, and to maintain its continuity, with the policy outlining criteria for evaluating and selecting director candidates (e.g., character, qualifications, diversity) and the nomination process, and its effectiveness will be regularly reviewed - The nomination policy aims to set out the criteria and procedures for nominating and appointing directors, ensuring the Board possesses the skills, experience, and diverse perspectives required by the Company[164] - Criteria for evaluating and selecting candidates for directorship include character, qualifications, experience, diversity policy, and independence[165] - The Nomination Committee will regularly review the effectiveness of the nomination policy and the Board's structure, size, and composition[168] Directors' Securities Transactions The Company has adopted a strict code of conduct for directors' securities transactions, and all directors confirmed compliance with this code during the reporting period, with no violations found - The Company has adopted a code of conduct for directors' securities transactions no less stringent than the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers[168] - Each Director confirmed that they have complied with the Model Code throughout the relevant period, and the Company is not aware of any instances of non-compliance by any Director with the Model Code[169][170] Directors' and Auditor's Responsibilities for Financial Statements Directors are responsible for preparing financial statements that give a true and fair view of the Group's operating status, in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Companies Ordinance, on a going concern basis, with the auditor responsible for auditing these statements - Directors are responsible for preparing financial statements that give a true and fair view of the Group's operating status, profit or loss, and cash flows in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Companies Ordinance, on a going concern basis[172] Auditor's Remuneration For the year ended March 31, 2025, the Group paid HKD 700 thousand to external auditor BDO Limited for audit services, with no non-audit services provided FY2025 Auditor's Remuneration | Services Provided | Fees Paid/Payable (Thousand HKD) | | :--- | :--- | | Audit Services | 700 | | Non-audit Services | – | Risk Management and Internal Control The Board is responsible for the effectiveness of the Group's risk management and internal control systems, which are reviewed annually, with the systems designed to identify, assess, respond to, monitor, and report risks, and a clear organizational structure established, and the Board considering the Group's risk management and internal control systems to be effective and adequate, with no urgent need to establish an internal audit function at present - The Board is responsible for the effectiveness of the Group's risk management and internal control systems, which are subject to annual review[174] - The risk management process involves identifying, assessing, responding to, monitoring, and reporting risks, with existing risk mitigation measures regularly monitored[175] - The Board and Audit Committee consider the Group's risk management and internal control systems to be effective and adequate, with no urgent need to establish an internal audit function within the Group at present[177] Handling and Dissemination of Inside Information The Company has adopted and implemented information disclosure policies and procedures to prevent unauthorized or inaccurate disclosure of inside information, and any potential inside information will be promptly identified, assessed, and presented to the Chairman and Chief Financial Officer to determine if disclosure is required - The Group has adopted and implemented information disclosure policies and procedures to prevent unauthorized or inaccurate disclosure of inside information[178] - Any inside information and any information that may potentially constitute inside information will be promptly identified, assessed, and presented to the Chairman and the Company's Chief Financial Officer to determine if disclosure is required[178] Shareholders' Rights Shareholders holding not less than one-tenth of the paid-up share capital have the right to request the Board to convene an extraordinary general meeting to address specified matters or resolutions, in accordance with Article 58 of the Articles of Association, and shareholders can make inquiries to the Board in writing, providing detailed contact information - Shareholders holding not less than one-tenth of the paid-up share capital have the right to issue a written request to the Board or Company Secretary to convene an extraordinary general meeting[180] - Eligible shareholders intending to propose a resolution can do so following the procedure for requesting an extraordinary general meeting[181] - Shareholders can address inquiries to the Company in writing, providing detailed contact information[182] Communication with Shareholders and Investors The Company values effective communication with shareholders and investors, ensuring information transparency and deepening investors' understanding of the Group's business through annual general meetings, the company website, and the Stock Exchange website for quarterly, interim, and annual reports - The Company communicates directly with shareholders through annual general meetings and other general meetings, and maintains a website, www.elephant8635.com, as a communication platform[184] - Information published by the Company includes quarterly, interim, and annual reports, notices, announcements, and circulars, which are also posted on the Stock Exchange website[185] Constitutional Documents The Company has published its latest Memorandum and Articles of Association on the Stock Exchange and its company website, with no changes during the reporting period - The Company has published its latest Memorandum and Articles of Association on the Stock Exchange and its respective company website[186] - There were no changes to the Company's Memorandum and Articles of Association during the reporting period[187] Environmental, Social and Governance Report This report details the Group's commitment to sustainability, stakeholder engagement, environmental performance, and social responsibilities, aligning with ESG reporting guidelines Preamble and Report Preparation The Group views sustainability as key to business success, with the Board responsible for leading Environmental, Social, and Governance (ESG) strategy, and this report objectively presents the Group's FY2025 ESG performance, adhering to principles of materiality, quantification, balance, and consistency, covering both environmental and social themes - The Group considers sustainability a crucial factor for its business success, with the Board solely responsible for leading the Group's Environmental, Social, and Governance strategy[189] - This report truthfully and objectively describes how the Group fulfilled its corporate social responsibilities for the year ended March 31, 2025, with a focus on disclosing information in the three major areas of environment, social, and governance[191] - The report preparation follows principles of materiality, quantification, balance, and consistency, covering environmental and social aspects[190][193] Stakeholder Engagement and Materiality Assessment The Group maintains close communication with key stakeholders, including investors, government, customers, suppliers, employees, and the community, through diverse platforms to understand and address their concerns, with the annual materiality assessment identifying "Product Responsibility," "Anti-corruption," "Health and Safety," and "Labor Standards" as the most important issues - The Group maintains close communication with key stakeholders, including investors and shareholders, government and regulatory bodies, customers, suppliers and contractors, employees, and non-governmental organizations and the community[195] - The Group conducts annual research and analysis of material issues, with "Product Responsibility," "Anti-corruption," "Health and Safety," and "Labor Standards" (in order of priority) considered the most important areas[194][198] Environmental Performance The Group's business nature has limited environmental impact, with primary emissions being indirect greenhouse gases from office electricity consumption, and total greenhouse gas emissions in FY2025 were 44.1 tonnes of CO2 equivalent, an 8.3% year-on-year decrease, with business travel carbon emissions significantly increasing, while waste density rose due to reduced office space, and the Group actively implements energy-saving and emission-reduction measures and promotes green office practices - The Group's business nature does not involve direct emissions of large amounts of polluting gases; the main greenhouse gas emissions source is office electricity consumption (Scope 2)[200][202] FY2025 Greenhouse Gas Emissions and Intensity | Indicator | Unit | 2025 FY | 2024 FY | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Scope 2 - Electricity Consumption | tonnes CO2e | 39.4 | 46.5 | -15.3% | | Scope 3 - Business Travel | tonnes CO2e | 4.2 | 1.2 | +250% | | Scope 3 - Paper Consumption | tonnes CO2e | 0.5 | 0.4 | +25% | | Total Greenhouse Gas Emissions | tonnes CO2e | 44.1 | 48.1 | -8.3% | | Total Greenhouse Gas Emissions Intensity (per sq ft) | tonnes CO2e/sq ft | 0.011 | 0.008 | +37.5% | FY2025 Resource Consumption and Intensity | Indicator | Unit | 2025 FY | 2024 FY | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Electricity Consumption | kWh | 73,839 | 85,724 | -13.8% | | Electricity Consumption Intensity (per sq ft) | kWh/sq ft | 19 | 15 | +26.7% | | Water Consumption | cubic meters | 6.20 | 7.13 | -13% | | Water Consumption Intensity (per sq ft) | cubic meters/sq ft | 0.0016 | 0.0012 | +33.3% | - The Group aims to maintain a stable level of greenhouse gas emissions, water consumption, and electricity consumption intensity, with an annual increase not exceeding 10%[224] Social Performance The Group in employment implements equal opportunity and diversity policies, with a total of 33 employees in FY2025 and a relatively high employee turnover rate, and provides a safe and healthy working environment, and offers regular training to employees, strictly complying with labor standards, prohibiting child and forced labor, and in supply chain management, stable relationships are maintained with key suppliers and quality control is implemented, and regarding product responsibility, customer service, intellectual property protection, and data privacy are prioritized, and the Group upholds high standards of integrity, has a whistleblowing policy, and encourages community investment - The Group has established employment policies regarding recruitment, remuneration, promotion, dismissal, leave entitlements, and other benefits and treatments, committed to fostering an equal opportunity and diverse working environment[225] FY2025 Employee Profile and Turnover Rate | Indicator | Number of Employees | Male | Female | Under 30 | 30-40 | 41-50 | Over 50 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Managers | 10 | 8 | 2 | – | 5 | 5 | – | | General Staff | 23 | 15 | 8 | 7 | 12 | 3 | 1 | | New Hires | 8 | 4 | 4 | 2 | 4 | 2 | – | | Employee Turnover | 15 | 13 | 2 | 4 | 7 | 4 | – | | Employee Turnover Rate | N/A | 57% | 20% | 57% | 41% | 50% | 0% | - The Group provides a safe and healthy working environment for employees and offers medical and dental insurance to full-time employees, with no work-related fatalities or lost workdays due to injuries in the past three years[227] - The Group provides regular training to employees, covering IT, risk management, corporate governance, etc., and subsidizes external training courses[228] - The Group strictly complies with labor laws prohibiting child and forced labor and has established procedures to verify candidates' identity and age documents[230] - The Group maintains long-term stable relationships with key suppliers and conducts prudent evaluations and regular monitoring based on price, service scope, quality, and technical capabilities[231] - The Group is committed to providing high-connectivity and reliable quality customer service, respects intellectual property rights, and implements strict data privacy protection measures[233][234][236] - The Group adheres to high standards of integrity, has a whistleblowing policy to encourage employees to report suspected illegal activities, and conducts regular anti-corruption training[238][239] - The Group strives to make positive contributions to the communities in which it operates and encourages employee participation in volunteer activities, with no charitable donations made in FY2025 (FY2024: HKD 2,000)[240] HKEX ESG Reporting Guide Content Index This section provides an index mapping the Group's Environmental, Social, and Governance report content to the HKEX ESG Reporting Guide, detailing the description of each major category, aspect, general disclosure, and key performance indicator, along with their location in the report - This index details the correspondence between the Group's ESG report content and the HKEX ESG Reporting Guide, covering categories such as emissions, resource utilization, environment and natural resources, climate change, employment, health and safety, development and training, labor standards, supply chain management, product responsibility, anti-corruption, and community investment[242][243][244][245][246] Independent Auditor's Report This report presents the independent auditor's opinion on the consolidated financial statements, highlighting key audit matters and the responsibilities of both directors and the auditor Opinion and Basis for Opinion BDO Limited issued an unmodified opinion on Elephant Holdings Group Limited's consolidated financial statements for the year ended March 31, 2025, deeming them to present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and complying with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor issued an unmodified opinion on the Group's consolidated financial statements for the year ended March 31, 2025[247] - The consolidated financial statements truly and fairly present the Group's consolidated financial position, financial performance, and consolidated cash flows in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA, and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[247] Key Audit Matters Key audit matters include revenue recognition for financial trading solutions and IT-related services, due to significant management judgment and estimates (e.g., standalone selling prices and contract cost budgets), and another key matter is the impairment assessment of non-financial assets (property and equipment, intangible assets), where the determination of recoverable amounts involves significant judgment and assumptions regarding discount rates, revenue growth rates, and independent valuers - Revenue recognition: Involves determining standalone selling prices to allocate transaction prices and using the input method to measure progress towards completion of performance obligations, both requiring significant management judgment and estimates[250] - Impairment assessment of non-financial assets: The assessment of recoverable amounts for property and equipment and intangible assets involves key assumptions and judgments such as discount rates, expected revenue growth rates, and market approach valuations by independent valuers[253] Directors' and Governance Responsibilities Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, and for internal controls to ensure the statements are free from material misstatement, with the governance body responsible for overseeing the financial reporting process - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance[259] - Directors are responsible for assessing the Group's ability to continue as a going concern and for the internal controls they determine necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error[259] - The governance body is responsible for overseeing the Group's financial reporting process[260] Auditor's Responsibilities The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to exercise professional judgment and maintain professional skepticism in performing audit procedures, including assessing risks, internal controls, accounting policies, and going concern ability - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[261] - The auditor exercises professional judgment, maintains professional skepticism, identifies and assesses risks of material misstatement, understands internal controls, evaluates the reasonableness of accounting policies and estimates, and concludes on the going concern accounting basis[262] Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance for FY2025, including revenue, expenses, and total comprehensive loss for the year FY2025 Consolidated Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the Group recorded total revenue of HKD 17.939 million, with a loss for the year of HKD 19.465 million, a narrowing from the previous year's loss of HKD 22.976 million, and basic and diluted loss per share were both 4.87 HK cents FY2025 Consolidated Profit or Loss and Other Comprehensive Income | Indicator | 2025 FY (Thousand HKD) | 2024 FY (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 17,939 | 22,791 | | Net other income | 2,131 | 2,841 | | Loss before income tax | (19,805) | (23,272) | | Income tax credit | 340 | 296 | | Loss for the year | (19,465) | (22,976) | | Total comprehensive loss for the year | (19,303) | (22,987) | | Basic loss per share attributable to owners of the Company (HK cents) | (4.87) | (5.74) | | Diluted loss per share attributable to owners of the Company (HK cents) | (4.87) | (5.74) | Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity as of March 31, 2025, reflecting its financial health FY2025 Consolidated Financial Position As of March 31, 2025, the Group's total assets were HKD 70.052 million, a significant decrease from HKD 115.385 million last year, with total equity at HKD 61.578 million, and total liabilities at HKD 8.474 million, and both non-current and current assets decreased, with a notable reduction in cash and cash equivalents FY2025 Consolidated Financial Position | Indicator | March 31, 2025 (Thousand HKD) | March 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 42,199 | 60,413 | | Current assets | 27,853 | 54,972 | | Total assets | 70,052 | 115,385 | | Total equity | 61,578 | 106,332 | | Non-current liabilities | 342 | 762 | | Current liabilities | 8,132 | 8,291 | | Total liabilities | 8,474 | 9,053 | Consolidated Statement of Changes in Equity This statement details the changes in the Group's equity components for FY2025, including losses, other comprehensive income, and dividends paid FY2025 Consolidated Changes in Equity For the year ended March 31, 2025, the Group's total equity decreased from HKD 106.332 million at the beginning of the year to HKD 61.578 million at year-end, with key changes including a loss for the year of HKD 19.465 million and dividends paid of HKD 25.800 million FY2025 Consolidated Changes in Equity | Indicator | March 31, 2025 (Thousand HKD) | March 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | Total equity at beginning of year | 106,332 | 129,719 | | Loss for the year | (19,465) | (22,976) | | Other comprehensive income/(loss) for the year | 162 | (11) | | Dividends paid | (25,800) | (400) | | Non-controlling interests arising from incorporation of subsidiary | 349 | – | | Total equity at end of year | 61,578 | 106,332 | Consolidated Statement of Cash Flows This statement summarizes the Group's cash inflows and outflows from operating, investing, and financing activities for FY2025, showing the net change in cash and cash equivalents FY2025 Consolidated Cash Flows For the year ended March 31, 2025, the Group's net cash used in operating activities was HKD 6.829 million, net cash generated from investing activities was HKD 6.588 million, and net cash used in financing activities was HKD 25.800 million, with the net decrease in cash and cash equivalents being HKD 26.041 million, with an ending balance of HKD 18.232 million FY2025 Consolidated Cash Flows | Indicator | 2025 FY (Thousand HKD) | 2024 FY (Thousand HKD) | | :--- | :--- | :--- | | Net cash used in operating activities | (6,829) | (17,887) | | Net cash generated from investing activities | 6,588 | 1,543 | | Net cash used in financing activities | (25,800) | (804) | | Net decrease in cash and cash equivalents | (26,041) | (17,148) | | Cash and cash equivalents at end of year | 18,232 | 44,254 | Notes to the Consolidated Financial Statements This section provides detailed explanations and breakdowns of the figures presented in the consolidated financial statements, covering accounting policies, risk management, and specific financial items General Information and Basis of Preparation The Company was incorporated in the Cayman Islands on February 7, 2018, and listed on GEM on May 2, 2019, with the company name recently changed to "Elephant Holdings Group Limited," and the Group primarily engaged in financial trading solutions, resource management software, precious metals trading, and cryptocurrency trading, with the consolidated financial statements presented in HKD and prepared in accordance with Hong Kong Financial Reporting Standards - The Company's English name has been changed from "Novacon Technology Group Limited" to "Elephant Holdings Group Limited," and its Chinese name from "連成科技集團有限公司" to "大象控股集團有限公司"[272] - The Group is principally engaged in (i) developing and providing financial trading solutions; (ii) developing and providing resource allocation, planning, scheduling, and management software services; (iii) providing precious metals trading services; and (iv) cryptocurrency trading[273] - The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and presented in HKD[274][276] Significant Accounting Policies This section details the Group's key accounting policies, including consolidation of subsidiaries, business combinations, foreign currency translation, depreciation of property and equipment, amortization and impairment of intangible assets (goodwill, software, cryptocurrency), classification and measurement of financial assets, revenue recognition (initial setup, licensing and maintenance, precious metals trading, goods sales), and employee benefits, with the adoption of HKFRS 18 expected to impact the future presentation of the statement of profit or loss - The Group first applied several revised standards and interpretations for the annual reporting period beginning April 1, 2024, but with no significant impact on amounts recognized in prior periods[277] - HKFRS 18 "Presentation and Disclosure in Financial Statements" will replace HKAS 1 and is expected to impact the presentation of the statement of profit or loss and disclosures in future financial statements[279] - Intangible assets include goodwill, computer software systems, customer contracts, and cryptocurrencies, with cryptocurrencies accounted for as similar intangible assets with indefinite useful lives and tested for impairment annually[299][304] - Revenue recognition policies cover initial setup and customization services (input method), licensing and maintenance services (recognized ov