雄岸科技(01647) - 2025 - 年度财报

Corporate Information Details the corporate structure, including directors, committees, key offices, and professional advisors - This report specifies the corporate structure of Lion-Bank Technology Group Limited, including core information such as executive directors, non-executive directors, committee members, company secretary, registered office, principal places of business (Hong Kong, Singapore, China), share registrar, auditor, and principal bankers[6][7] Chairman's Statement Chairman's Statement Chairman Mr Yiu Yung Kit reviews the fiscal year results, noting a shift from profit to loss despite revenue growth and outlines future diversification strategies Key Financial Indicators Overview for FY2025 | Indicator | FY2025 (SGD) | FY2024 (SGD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 109.8 million | 84.5 million | ▲ 29.9% | | Gross Profit | 17.4 million | 17.7 million | ▼ 1.7% | | Gross Profit Margin | 15.9% | 20.9% | ▼ 5.0pp | | (Loss)/Profit Attributable to Owners | (1.0 million) | 2.2 million | From Profit to Loss | - The decline in performance was mainly due to: - A decrease in other income: Dropped from approximately SGD 2.0 million last year to SGD 0.6 million, primarily due to reduced government grants and interest income - An increase in administrative expenses: Rose from approximately SGD 15.7 million last year to SGD 18.1 million, mainly due to an increased number of employees and salary adjustments[9] - The future strategy will expand from focusing on blockchain technology to a more comprehensive range of internet technology-related businesses, including e-commerce, digital media marketing, live-streaming commerce, multi-channel networks, artificial intelligence, industrial internet, virtual reality technology, and mobile internet video product production[9][14] Management Discussion and Analysis Business Review and Prospects The Group's total revenue grew significantly this fiscal year, but both gross profit and gross profit margin declined - According to the Singapore Building and Construction Authority's forecast, total construction demand in 2025 is expected to be between SGD 47 billion and SGD 53 billion, with demand remaining robust in the medium term (2026-2029), though global economic uncertainty and labor shortages remain major challenges[12][13] - Revenue from the digital asset trading business decreased from approximately SGD 6.7 million last year to SGD 3.4 million, mainly because the Group strategically reduced its trading volume in a market environment where Bitcoin prices remained high[13] - The Group will continue to expand into various internet technology-related businesses such as e-commerce, digital media marketing, live-streaming commerce, and artificial intelligence, rather than focusing solely on blockchain technology[14] Financial Review The Group's total revenue increased by 29.9% year-on-year to SGD 109.8 million, driven by strong growth in integrated building services and building construction works Revenue Performance by Business Segment (SGD) | Business Segment | FY2025 | FY2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Integrated Building Services | 70.1 million | 56.1 million | ▲ 25.0% | | Building Construction Works | 35.7 million | 20.8 million | ▲ 71.6% | | IT Development and Application | 4.0 million | 7.7 million | ▼ 48.1% | | Total Revenue | 109.8 million | 84.5 million | ▲ 29.9% | - The main reasons for the decline in gross profit margin were: (i) a decrease in the revenue share of the high-margin IT business; and (ii) an increased use of subcontractors in the integrated building services and building construction works businesses to cope with labor shortages, leading to a higher cost increase than revenue growth[19] - Administrative expenses increased by SGD 2.4 million (a 15.3% increase) year-on-year, primarily due to an increase in the total number of employees and salary adjustments[23] - Other income decreased from SGD 2.0 million to SGD 0.6 million, mainly due to reduced government grants and interest income[21] Liquidity and Financial Resources The Group maintained a sound financial position during the review year, with a total bank balance and cash of approximately SGD 11.9 million Liquidity and Capital Structure Indicators (as of March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Bank Balances and Cash | 11.9 million SGD | 15.8 million SGD | | Current Ratio | 3.7 times | 3.8 times | | Gearing Ratio | 1.1% | 0.7% | | Equity Attributable to Owners | 58.1 million SGD | 59.1 million SGD | - The Board does not recommend the payment of a final dividend for the review year[29] - During the review year, the Group recorded a foreign exchange loss of approximately SGD 29,000, compared to a gain of approximately SGD 707,000 last year[33] Human Resources and Risk Management As of the fiscal year-end, the number of full-time employees in the Group increased to 498 - As of March 31, 2025, the Group employed 498 full-time employees, an increase from 461 in the same period last year[36] - Key risks and uncertainties include: - Changes in the economic conditions of Singapore's property market and construction demand - Business reliance on non-recurring successful project bids - Exposure to financial risks such as interest rate, currency, credit, liquidity, and equity price risks[39] Use of Proceeds and Post-Reporting Period Events The net proceeds of approximately SGD 2.54 million from the new share subscription in May 2022 were fully utilized as of March 31, 2025 - The net proceeds of approximately SGD 2.54 million from the 2022 subscription were fully utilized by the end of this fiscal year, with SGD 146,000 used during the review year to develop new financial services businesses[40][41] - Significant post-reporting period event: The market price of Bitcoin increased from approximately USD 83,000 on March 31, 2025, to approximately USD 108,000 on the report date[42] Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management This section details the backgrounds of the company's board members and senior management - Executive Director: Mr Yiu Yung Kit, Chairman, is the chairman of Hangzhou Tunlan Investment Management Co, Ltd, a private equity firm focusing on blockchain and AI investments, and an angel investor in Canaan Inc (CAN.US)[45] - Non-Executive Directors: Include Mr Chua Seng Hai, with over 26 years of experience in the Singapore construction industry, and Mr Yiu Chak Kin, the Chairman's son, who holds a bachelor's degree in economics[46][47] - Independent Non-Executive Directors: Include Mr Chu Chung Yue, a qualified professional accountant, and Mr Li Kanlin and Mr Qi Xiaolei, who have experience in investment, technology, and corporate management[49][50][51] Corporate Governance Report Board of Directors and Governance Structure The Group is committed to maintaining high standards of corporate governance, complying with most provisions of the Corporate Governance Code during the reporting period - The company complied with the Corporate Governance Code during the review year, with the only deviation being code provision C.2.1, as the roles of the Chairman (Mr Yiu Yung Kit) and the Chief Executive Officer were not separated, due to the CEO position remaining vacant since July 2021[57][63] - The Board consists of seven members, including three independent non-executive directors, who make up more than one-third of the Board, meeting the Listing Rules requirements; Independent Non-Executive Director Mr Chu Chung Yue possesses professional accounting qualifications[59][65] Board and General Meeting Attendance Record for the Review Year | Director's Name | Position | Board Meeting Attendance | General Meeting Attendance | | :--- | :--- | :--- | :--- | | Mr Yiu Yung Kit | Executive Director, Chairman | 7/7 | 1/1 | | Mr Chua Seng Hai | Non-Executive Director | 2/7 | 1/1 | | Ms Yu Zhuochen | Non-Executive Director | 7/7 | 1/1 | | Mr Chu Chung Yue | Independent Non-Executive Director | 5/7 | 1/1 | | Mr Li Kanlin | Independent Non-Executive Director | 5/7 | 1/1 | Board Committees The Board has established three committees—Audit, Remuneration, and Nomination—to assist in fulfilling its duties Audit Committee The Audit Committee consists of three independent non-executive directors and is chaired by Mr Chu Chung Yue - The Audit Committee is composed of three independent non-executive directors: Mr Chu Chung Yue (Chairman), Mr Li Kanlin, and Mr Qi Xiaolei[77] - During the review year, the committee reviewed the annual financial statements, risk management and internal control systems, and recommended the reappointment of the external auditor; all members attended both meetings held[78][81] Remuneration Committee The Remuneration Committee is chaired by an independent non-executive director, Mr Li Kanlin, and is responsible for setting remuneration policies - The Remuneration Committee is chaired by Independent Non-Executive Director Mr Li Kanlin, with a majority of members being independent non-executive directors, ensuring the independence of its decisions[79] Senior Management Remuneration Bands for the Review Year | Remuneration Band (HKD) | Number of Individuals | | :--- | :--- | | 1,000,001 to 1,500,000 | 2 | Nomination Committee The Nomination Committee is chaired by the Board Chairman, Mr Yiu Yung Kit, and is responsible for reviewing the Board's structure and nominating director candidates - The Nomination Committee is responsible for regularly reviewing the structure, size, composition, and diversity of the Board and making recommendations to the Board on director appointments and succession planning[84] - The selection criteria of the nomination policy cover factors such as reputation, integrity, experience, time commitment, and diversity aspects including gender, age, and cultural background[88] Risk Management and Shareholders' Rights The Board holds ultimate responsibility for the Group's risk management and internal control systems and reviews their effectiveness through the internal audit function - The Board confirms its responsibility for the risk management and internal control systems and has reviewed and is satisfied with their effectiveness; the systems are designed to identify and manage risks but cannot provide absolute assurance against material misstatement or loss[96] - Shareholders holding not less than one-tenth of the company's paid-up share capital have the right to request a special general meeting[100] - The Company Secretary, Mr Wong Ngai, has undertaken no less than fifteen hours of relevant continuous professional training during the review year[99] Report of the Directors Business and Financial Overview This report outlines the Group's principal business as investment holding, with subsidiaries engaged in integrated building services, construction, and IT - The Company is an investment holding company, and its principal subsidiaries are engaged in integrated building services, building construction works, and the development and application of information technology[107] - The Board has resolved not to recommend the declaration of any final dividend for the review year[112] - During the review year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's securities[115] Directors and Interests This section discloses changes in the Board of Directors, service contracts, and the shareholding interests of directors and substantial shareholders Long Positions of Directors and Chief Executives in Ordinary Shares (as of March 31, 2025) | Director's Name | Capacity/Nature | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr Yiu Yung Kit | Through controlled corporations and direct beneficial ownership | 366,175,000 | 30.64% | | Mr Yiu Chak Kin | Through a controlled corporation | 365,175,000 | 30.56% | - 365,175,000 shares are held by Morgan Hill Holdings Limited, which is 51% owned by Great Scenery Ventures Limited, which in turn is owned 50% each by Mr Yiu Yung Kit and his son, Mr Yiu Chak Kin[130][133] - A substantial shareholder also includes Emperor Grand International Limited (wholly owned by Mr Zhu Guangping), which holds a 49% stake in Morgan Hill and is therefore deemed to have an interest in 365,175,000 shares (30.56%)[132][134] Share Option Scheme The company adopted a share option scheme in 2017, valid until 2027, to incentivize and retain eligible participants - The Share Option Scheme was adopted on January 5, 2017, for a period of ten years, to reward eligible participants such as employees, directors, and suppliers who contribute to the Group[135] - As of March 31, 2024, and March 31, 2025, there were no outstanding share options; no options were granted, exercised, cancelled, or lapsed during the review year[139] Major Customers, Suppliers, and Related Party Transactions During the review year, the Group's customer and supplier concentration was relatively high Percentage of Major Customers and Suppliers in the Review Year | Category | Percentage | | :--- | :--- | | Largest Customer | 23.24% | | Five Largest Customers | 58.13% | | Largest Supplier | 22.87% | | Five Largest Suppliers | 60.27% | - During the review year, all significant related party transactions were conducted in the ordinary course of business and none constituted discloseable connected transactions as defined by the Listing Rules[143][144] Environmental, Social and Governance Report Report Overview and Governance This ESG report outlines the Group's management approach and performance in environmental, social, and governance aspects, covering its three main business segments - The Board of Directors assumes ultimate responsibility for overseeing ESG-related risks and opportunities and has authorized the executive committee and department heads to handle specific matters[154] - Through a materiality assessment, the report identified key ESG issues in two main categories: Environmental (emissions, resource use) and Social (employment, health and safety, labor standards, supply chain, product responsibility, anti-corruption, community investment)[164] A. Environmental The Group is committed to balancing economic development with environmental protection and has established an environmental management system compliant with ISO 14001 A1. Emissions The Group's emissions primarily originate from vehicle fuel combustion (Scope 1) and electricity consumption (Scope 2) Greenhouse Gas Emissions Overview (tonnes of CO2e) | Scope | FY2025 | FY2024 | | :--- | :--- | :--- | | Scope 1 (Vehicle Fuel) | 550.78 | 536.63 | | Scope 2 (Electricity Consumption) | 117.22 | 97.43 | | Scope 3 (Paper Disposal) | 12.14 | 13.51 | | Total Emissions | 680.14 | 647.57 | | Emission Intensity (tonnes/employee) | 1.37 | 1.40 | - Emission reduction measures implemented by the Group include: - Fuel Saving: Regular vehicle maintenance, instructing drivers to turn off engines when idling, and monitoring fuel consumption - Electricity Saving: Turning off lights when not in use, posting energy-saving reminders, and setting air conditioning to 25.5°C - Waste Management: Encouraging electronic communication, double-sided printing, and setting up recycling bins[176][179][180] A2. Resource Use This year, the Group's total energy consumption increased, but the energy consumption intensity per employee decreased Energy and Water Consumption | Indicator | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 2,400,848.17 | 2,303,979.85 | | Energy Consumption Intensity | kWh/employee | 4,820.98 | 4,997.79 | | Water Consumption | m³ | 5,909.30 | 6,493.80 | | Water Consumption Intensity | m³/employee | 11.87 | 14.09 | A3/A4. Environment, Natural Resources, and Climate Change The Group recognizes its business may impact the community and has identified and assessed potential risks from climate change - To address climate change risks, the Group has developed mitigation strategies: - Physical Risks: For extreme weather like heavy rain and typhoons, emergency work arrangements are in place, and flood prevention facilities are installed at construction sites - Transition Risks: Continuously monitoring environmental regulations and energy-saving technologies to prepare for potential cost increases[191] B. Social The Group regards its employees as its most valuable asset and is committed to providing a healthy, safe, and equal employment environment B1/B2. Employment, Health and Safety As an equal opportunity employer, the Group strictly adheres to Singapore's employment laws and implements non-discriminatory recruitment and promotion policies Employee Composition (as of March 31, 2025) | Category | Breakdown | Number | Percentage | | :--- | :--- | :--- | :--- | | Total Employees | | 498 | 100% | | By Gender | Male | 442 | 88.8% | | | Female | 56 | 11.2% | | By Age | 18-25 | 33 | 6.6% | | | 26-40 | 325 | 65.3% | | | 41-55 | 107 | 21.5% | | | Over 55 | 33 | 6.6% | | By Region | Singapore | 472 | 94.8% | | | China | 19 | 3.8% | | | Hong Kong | 7 | 1.4% | - The Group has established an occupational health and safety management system with a primary goal of zero accidents; there have been no reported work-related fatalities in the past three fiscal years, and no lost days due to work injury during the review year[217][218][220] B3/B4. Development, Training, and Labour Standards The Group is committed to the professional development of its employees, providing internal and external training opportunities and educational subsidies - During the review year, the average training hours per employee decreased, mainly because more training courses were held last year in response to industry reforms and updated safety measures following the end of the COVID-19 pandemic[224] - The Group strictly prohibits the employment of child labor under the age of 16 and verifies candidates' ages before signing employment contracts; it also forbids any form of forced labor, corporal punishment, or coercion[227] B5. Supply Chain Management The Group values long-term cooperation with its suppliers and subcontractors and has established a comprehensive procurement management system - Before engaging suppliers and subcontractors, the Group assesses their performance, including their environmental, health, and safety systems; those with poor performance are removed from the approved list[233] - During the review year, the Group had a total of 239 suppliers, with 230 located in Singapore and 9 in China[230] B6. Product Responsibility The Group views quality customer service as key to sustainable development and has established efficient communication channels for handling inquiries and complaints - During the review year, the Group received no major complaints or project termination requests due to quality or safety issues, and no products were recalled for health and safety reasons[239] - The Group strictly protects customer privacy, requiring all employees to sign a commitment to comply with the Personal Data Protection Act 2012 and to be responsible for confidential information such as trade secrets[243] B7/B8. Anti-corruption and Community Investment The Group is committed to maintaining the highest standards of business ethics and has established strict anti-bribery, anti-corruption, and anti-money laundering policies - The Group has established a whistle-blowing policy that allows employees to report suspected cases confidentially, with disciplinary action, including legal action, taken for confirmed violations[248] - During the review year, no legal cases concerning corruption were brought against the Group or its employees[247] Independent Auditor's Report Independent Auditor's Report The auditor issued an unmodified opinion, stating the financial statements give a true and fair view and were properly prepared in accordance with IFRSs - The auditor's opinion is unmodified, concluding that the consolidated financial statements give a true and fair view of the Group's financial position and performance[252] - The key audit matter was "Revenue recognition from integrated building services and building construction works"; this was critical because revenue recognition involves a large number of customer orders and significant management judgment regarding contract progress, budgeted revenue, and costs[255] - The auditor's procedures for the key audit matter included: sampling contracts, testing actual costs, comparing recognized revenue with certificates from independent surveyors, and assessing the reasonableness of gross profit margins[256][257] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income For the fiscal year ended March 31, 2025, the Group recorded revenue of SGD 109.8 million, a 29.9% year-on-year increase Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (SGD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 109,771,255 | 84,529,421 | | Gross Profit | 17,443,968 | 17,662,748 | | (Loss)/Profit Before Tax | (1,326,407) | 2,405,632 | | (Loss)/Profit for the Year | (1,477,001) | 2,012,520 | | (Loss)/Profit Attributable to Owners of the Company | (1,023,568) | 2,209,872 | | Basic (Loss)/Earnings Per Share (SGD cents) | (0.09) | 0.18 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were SGD 72.9 million, total liabilities were SGD 15.0 million, and net assets were SGD 57.9 million Consolidated Statement of Financial Position Summary (as of March 31) | Item (SGD) | 2025 | 2024 | | :--- | :--- | :--- | | Non-current Assets | 18,439,291 | 19,172,699 | | Current Assets | 54,426,216 | 54,724,322 | | Total Assets | 72,865,507 | 73,897,021 | | Current Liabilities | 14,813,854 | 14,300,292 | | Non-current Liabilities | 167,237 | 250,589 | | Total Liabilities | 14,981,091 | 14,550,881 | | Net Assets | 57,884,416 | 59,346,140 | | Equity Attributable to Owners of the Company | 58,094,737 | 59,106,091 | Consolidated Statement of Changes in Equity As of March 31, 2025, total equity attributable to the owners of the Company was SGD 58.1 million, a decrease of approximately SGD 1.0 million from the beginning of the year - Equity attributable to the owners of the Company decreased from SGD 59,106,091 at the beginning of the year to SGD 58,094,737 at year-end[274] - The change in equity was mainly affected by the following factors: - Loss for the year: -SGD 1,023,568 - Exchange differences on translation of foreign operations: -SGD 56,007 - Fair value gain on equity investments at FVOCI: +SGD 68,221[274] Consolidated Statement of Cash Flows During the review year, the Group's net decrease in cash and cash equivalents was SGD 3.9 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (SGD) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,597,859) | (9,753,126) | | Net Cash Generated from Investing Activities | 1,419,078 | 10,914,246 | | Net Cash Used in Financing Activities | (725,297) | (538,251) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (3,904,078) | 622,869 | | Cash and Cash Equivalents at Beginning of Year | 15,804,006 | 15,317,016 | | Cash and Cash Equivalents at End of Year | 11,861,692 | 15,804,006 | Notes to the Consolidated Financial Statements Significant Accounting Policies This section details the principal accounting policies used in preparing the consolidated financial statements, which are based on IFRS and the historical cost basis - Revenue from integrated building services and building construction works is recognized over time using the output method, based on the value of work completed[297][299] - The Group accounts for digital assets held for trading as inventories and applies the guidance for commodity broker-traders, measuring them at fair value less costs to sell, with changes in fair value recognized in profit or loss[342][366] - The Group applies the expected credit loss (ECL) model for impairment assessment of financial assets such as trade and other receivables[319][320] Revenue and Segment Information The Group's revenue is primarily derived from three business segments: integrated building services, building construction works, and IT development and application FY2025 Revenue Composition (SGD) | Business Segment | Revenue Source | Amount | | :--- | :--- | :--- | | Integrated Building Services | From contracts with customers | 70,077,172 | | Building Construction Works | From contracts with customers | 35,723,203 | | IT Development and Application | From contracts with customers | 79,345 | | | Digital asset trading and fair value changes | 3,891,535 | | Total | | 109,771,255 | - High customer concentration: Revenue from Customer A and Customer B combined accounted for 35.6% of total revenue - Customer A: SGD 13,594,290 - Customer B: SGD 25,508,031[383] - The vast majority of revenue is derived from the Singapore market, accounting for over 96%[385] Key Asset and Liability Analysis This section provides a detailed analysis of key items on the balance sheet, including property, plant and equipment, inventories, and trade receivables - The total carrying amount of property, plant and equipment is SGD 15,890,282, of which right-of-use assets (mainly leased properties) account for SGD 14,772,388[408][409] - Inventories increased from SGD 2.6 million to SGD 6.1 million, primarily due to an increase in digital asset inventories from SGD 2.2 million to SGD 5.7 million[428] - Trade receivables increased from SGD 16.0 million to SGD 18.9 million, with billed receivables within 90 days accounting for approximately 82%[431][432] - Due to the continued poor performance of Hangzhou Shunpu, the Group recognized an impairment loss of SGD 518,128 on its interest in the associate[415] Financial Instruments and Risk Management This section details the Group's financial risks and its management strategies, covering price, custody, market, credit, and liquidity risks - The IT business faces digital asset price volatility and custody risks; the Group manages these by monitoring holding levels and using a combination of "hot" and "cold" wallets[479][481] - Credit risk is concentrated, with receivables from the largest customer and top five customers accounting for 28% and 61% of the total, respectively; there is also concentration in receivables from a single broker[490] - Currency risk mainly arises from assets denominated in USD; a sensitivity analysis shows that a 5% depreciation/appreciation of the SGD against the USD would decrease/increase the pre-tax loss by approximately SGD 0.575 million[486][487] - Digital asset inventories (SGD 5,661,854) are classified as Level 1 fair value measurement, with their value determined by reference to quoted prices in major markets[513][514] Other Significant Notes This section covers related party transactions, subsidiary details, the share option scheme, and post-reporting period events - Total remuneration for key management personnel was SGD 2,444,371, a slight increase from last year's SGD 2,424,801[450] - Post-reporting period event: The market price of Bitcoin rose from approximately USD 83,000 on March 31, 2025, to approximately USD 108,000 as of the report date[519] - The directors consider Mr Yiu Yung Kit to be the ultimate controlling party of the Group[520] Financial Summary Financial Summary This section provides a summary of the Group's results, assets, and liabilities over the past five fiscal years Five-Year Financial Summary (SGD million) | Item | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 109.8 | 84.5 | 57.8 | 44.7 | 49.1 | | Gross Profit | 17.4 | 17.7 | 9.1 | 12.0 | 21.8 | | (Loss)/Profit for the Year | (1.5) | 2.0 | (6.5) | (1.2) | 7.0 | | (Loss)/Profit Attributable to Owners of the Company | (1.0) | 2.2 | (6.4) | (1.0) | 5.3 | | Total Assets | 72.9 | 73.9 | 68.5 | 73.0 | 75.8 | | Total Liabilities | 15.0 | 14.6 | 10.6 | 9.5 | 11.3 | | Total Equity | 57.9 | 59.3 | 58.0 | 63.5 | 64.5 |