超人智能(08176) - 2025 - 年度业绩

Supplemental Announcement Regarding Annual Results and Trading of Listed Securities Major Transaction and Compliance Issues The company addresses a major transaction involving the disposal of listed securities, which violated GEM Listing Rules due to disclosure and shareholder approval failures, necessitating remedial actions including an EGM for ratification - The company's disposal of China Financial Investment Management Limited shares on October 3, 2024, constituted a major transaction under Chapter 19 of the GEM Listing Rules[4][18] - The company failed to comply with GEM Listing Rules' notification, announcement, and shareholder approval requirements at the time of the transaction, constituting a breach[3][6] - To rectify the non-compliance, the company will convene an EGM to seek shareholder ratification of the transaction, with the relevant circular expected to be dispatched by August 1, 2025[4][18] Transaction Details and Financial Impact This section details the major securities disposal and other trading activities during the year, including the disposal of China Financial Investment Management shares which yielded approximately HKD 6.5 million in realized gain, and explains the rationale for investing idle funds Disposal of China Financial Investment Management Shares On October 3, 2024, the company disposed of its shares in China Financial Investment Management Limited for approximately HKD 6.79 million to lock in profits from significant share price appreciation, realizing a gain of approximately HKD 6.5 million, with net proceeds of approximately HKD 6.8 million allocated for general working capital Details of Disposal of China Financial Investment Management Shares | Date | Stock Code | Name of Listed Issuer | Number of Shares | Transaction Type | Consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | October 3, 2024 | 605 | China Financial Investment Management Limited | 1,017,000 | Disposal | 6,788,796 | - The transaction was conducted to lock in profits following a significant increase in the target company's share price[13] Financial Impact of the Transaction | Impact Item | Amount (HKD) | | :--- | :--- | | Increase in financial assets at fair value through profit or loss | 2,600,000 | | Realized gain on fair value change of financial assets | 6,500,000 | | Net proceeds (intended for general working capital) | Approximately 6,800,000 | Key Financial Data of China Financial Investment Management Limited (HKD '000) | | For the year ended December 31, 2023 | For the year ended December 31, 2022 | | :--- | :--- | :--- | | Interest and financing advisory services income | 131,473 | 200,826 | | Loss before tax | (155,473) | (19,191) | | Loss for the year | (157,588) | (48,754) | | Total assets | 2,214,651 | 2,644,407 | | Net assets | 699,944 | 871,062 | Other Listed Securities Trading Beyond the major transaction, the Group engaged in other listed securities trading from 2024 to the announcement date, involving Sound Global Ltd. and Future Development Holdings Ltd., utilizing approximately HKD 2.26 million of idle funds for higher returns than bank deposits, with net proceeds of approximately HKD 1.17 million for working capital replenishment Details of Other Listed Securities Transactions | Date | Stock Code | Name of Listed Issuer | Number of Shares | Transaction | Consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | January 12, 2024 | 8163 | Sound Global Ltd. | 5,100,000 | Acquisition | 1,099,718.76 | | October 22, 2024 | 1259 | Future Development Holdings Ltd. | 15,000,000 | Acquisition | 857,509.45 | | January 13, 2025 | 8163 | Sound Global Ltd. | 5,100,000 | Disposal | 900,150.08 | | April 8, 2025 | 1259 | Future Development Holdings Ltd. | 15,000,000 | Disposal | 269,207.55 | - Despite recording net liabilities at the end of 2023 and 2024, the company held approximately HKD 12-14 million in cash, utilizing about HKD 2.26 million of idle funds for listed securities investments to generate additional returns and maintain operational liquidity[22] - Net proceeds from other transactions, approximately HKD 1.17 million, are intended for professional fees, staff salaries, and other administrative expenses[21] Reasons for Compliance Failure and Remedial Actions Compliance failure stemmed from an inadvertent misjudgment by a subsidiary director regarding the transaction's reportable status, leading the company to implement remedial measures including dedicated monitoring teams, enhanced internal approvals, compliance training, and a halt to all listed securities investment activities - The compliance failure occurred because a director of the subsidiary (EDS) intuitively assumed the disposal would not constitute a discloseable transaction due to its low initial acquisition cost, thus failing to report it to the Board[13] - The company has implemented several remedial measures, including designating an internal accounting team to monitor and evaluate transactions, requiring Board approval for any transaction exceeding a 5% percentage ratio, and providing compliance training to management[16][19] - As an immediate measure, subsidiary EDS has ceased all listed securities investments and closed its securities accounts, with the Group currently having no plans to engage in listed securities trading[17]