欧科云链(01499) - 2025 - 年度财报

Corporate Information The report provides essential company details including board members, committees, registered office, principal bankers, auditor, and stock code - The report provides fundamental company information, including board members, committee structures, registered office, principal place of business, principal bankers, auditor (Deloitte Touche Tohmatsu), and stock code (1499.HK)[3][4][7] Chairman's Statement Chairman's Statement Summary The Chairman's Statement reviews FY2025 operating environment and performance, highlighting steady growth in Hong Kong's economy, the company's focus on core businesses, and a narrowed loss, while actively promoting Web3 industry standards and talent development FY2025 Key Performance Indicators | Indicator | Amount (HKD) | | :--- | :--- | | Revenue from Continuing Operations | Approx. 424 million | | Loss Attributable to Owners of the Company | Approx. 15.8 million | - Globally, economic growth slowed, but Hong Kong's economy remained stable, driven by tourism recovery and fintech, providing a solid operating foundation for the Group's business[10][11] - The crypto asset industry entered a new phase with global stablecoin market capitalization exceeding US$260 billion, and Real World Assets (RWA) accelerating on-chain adoption, while Hong Kong continues to advance its compliance framework as an Asian Web3 hub[12][13] - The company actively fulfills its social responsibilities, participating as a council member of the Hong Kong Web3 Standardization Association in publishing the 'Stablecoin Development Research Report (2025)' and three standards for RWA, DePIN, and DeFi, in addition to sponsoring talent development programs[19][20] Management Discussion and Analysis Business Review This fiscal year, the Group's revenue primarily stemmed from foundation and building construction, digital asset-related businesses, and technical services, with significant growth in construction revenue and gross profit, while digital asset revenue slightly decreased Foundation, Building Construction Works and Ancillary Services This segment's revenue grew 34.6% to HKD359 million due to high-value projects, with gross profit increasing 90.2% to HKD54.4 million and margin improving to 15.2%, though no new projects were awarded this year Financial Performance of Foundation and Building Construction Business | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 359.0 | 266.7 | +34.6% | | Gross Profit | 54.4 | 28.6 | +90.2% | | Gross Profit Margin | 15.2% | 10.7% | +4.5pp | - As of March 31, 2025, the Group had 2 ongoing projects with a total contract value of approximately HKD496.4 million; 7 projects with a total contract value of approximately HKD357 million were completed during the year[38][40] - A key risk is that the Group was not awarded any new projects during the current year, which could pose a significant risk to future revenue and profitability[34][37][85] Digital Assets Related Businesses Digital asset-related businesses, primarily proprietary trading and trust/custody services, saw proprietary trading revenue decline 6.3% to HKD61.2 million, while trust/custody revenue fell 72.2%, resulting in a 6.8% decrease in segment gross profit to HKD34.3 million despite a slight margin increase to 55.5% Financial Performance of Digital Assets Related Businesses | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Proprietary Trading Revenue | 61.2 | 65.3 | -6.3% | | Trust and Custody Revenue | 0.5 | 1.8 | -72.2% | | Segment Gross Profit | 34.3 | 36.8 | -6.8% | | Segment Gross Profit Margin | 55.5% | 54.8% | +0.7pp | Digital Asset Holdings and Borrowings (as of March 31, 2025) | Item | Amount (million HKD) | March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Digital Asset Market Value | 417.6 | 1,123.1 | | Digital Asset Borrowings | 292.7 | 869.8 | Major Digital Assets Held (as of March 31, 2025) | Digital Asset Name | Market Value (thousand HKD) | Percentage of Group's Total Assets | | :--- | :--- | :--- | | Stablecoins | 325,092.9 | 47.8% | | Bitcoin (BTC) | 29,667.4 | 4.4% | Technical Services and Other Businesses Technical services revenue remained stable at approximately HKD3.1 million with decreased gross profit, while other non-core business revenue, including securities investment and money lending, decreased to HKD0.2 million - Technical services revenue was approximately HKD3.1 million, consistent with the prior year, while gross profit was approximately HKD0.1 million, a decrease of HKD0.8 million year-on-year[53] - Other non-core business revenue was approximately HKD0.2 million, down from HKD0.4 million in the prior year, with the total market value of managed listed securities investment portfolio at approximately HKD0.4 million as of year-end[54] Financial Review The Group's overall financial position improved this fiscal year, with total revenue increasing 25.7% to HKD424 million, gross profit rising 34.4% to HKD89 million, and loss attributable to owners of the Company significantly narrowing to HKD15.8 million, while capital structure metrics also improved Overall Financial Performance Summary | Indicator | FY2025 (million HKD) | FY2024 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue (Continuing Operations) | 424.0 | 337.3 | +25.7% | | Gross Profit (Continuing Operations) | 89.0 | 66.2 | +34.4% | | Gross Profit Margin (Continuing Operations) | 21.0% | 19.6% | +1.4pp | | Loss Attributable to Owners of the Company | 15.8 | 40.3 | Loss narrowed | Capital Structure Summary (as of March 31) | Indicator | 2025 (million HKD) | 2024 (million HKD) | | :--- | :--- | :--- | | Total Assets | 680.3 | 1,333.3 | | Total Liabilities | 530.7 | 1,165.7 | | Gearing Ratio | 78.0% | 87.4% | | Asset-Liability Ratio | 79.7% | 88.5% | - Administrative and other expenses increased 8.3% year-on-year to HKD108.3 million, primarily due to higher labor costs and consulting fees for ongoing projects[62] - The Group faces key risks including a lack of new construction projects, credit risk, digital asset price volatility risk, digital asset custody risk, investment risk related to digital asset trading, and anti-money laundering related risks[85][86][91][93][96][101] Prospect Despite global economic adjustments, Hong Kong's role as an international financial center and Web3 hub presents opportunities, with the Group focusing on technological innovation, compliance, expanding blockchain data and digital asset monitoring, and prudently managing its construction business for long-term value - Core Strategy: The company will continue to focus on technological innovation and compliance development, actively expanding on-chain data and digital asset monitoring businesses to build a multi-dimensional blockchain data system[109] - Industry Trend: On-chain financial applications like stablecoins and Real World Asset (RWA) tokenization are expected to experience explosive growth, with the Hong Kong government actively promoting relevant compliance frameworks, creating a favorable policy environment for industry development[108] - Business Strategy: While expanding its blockchain business, the Group will continue to prudently manage its foundation and building construction works and ancillary services in the Hong Kong market, ensuring steady overall business progress[112] Biographical Details of Directors and Senior Management Directors and Senior Management Overview This section details the personal biographies of the company's executive, non-executive, and independent non-executive directors, as well as senior management, highlighting their diverse professional backgrounds and extensive experience in legal, financial, IT, and corporate management fields - Executive Director, Chairman, and CEO Mr. Ren Yunan holds law degrees from Peking University and Harvard Law School, and is qualified to practice law in Hong Kong and New York[122] - The Board members possess diverse backgrounds spanning law (Ren Yunan, Li Wenzhao, Jiang Guoliang), finance and investment (Tang Yue, Li Zhouxin), information technology (Zhang Chao), and brand management and marketing (Pu Xiaojiang), providing multi-dimensional professional perspectives for company decisions[122][124][127][134][140][144][149] - Company Secretary and Financial Controller Mr. Shi Shaoming possesses over 10 years of experience in financial management, financial reporting, and corporate governance, holding multiple professional accountant qualifications[155][156][157] Report of Directors Principal Activities and Business Review The company, an investment holding company, primarily engages in foundation and building construction, digital asset-related businesses, and technical services, with detailed business review provided in the Management Discussion and Analysis, noting the discontinuation of construction waste treatment services in FY2024 - The Group's principal activities include: foundation and building construction works and ancillary services; digital asset-related businesses; and technical services and other businesses[160] Connected Transactions and Related Party Transactions During the year, the Group engaged in continuing connected transactions with OKC-controlled entities, including digital asset loans totaling approximately HKD292.7 million at year-end, all of which were fully exempt from disclosure requirements due to meeting minimum exemption levels, with other significant related party transactions detailed in financial statement notes - The Group received financial assistance in the form of digital asset loans from companies controlled by OKC, with an outstanding balance of approximately HKD292.7 million as of March 31, 2025[163] Key Risks and Uncertainties The Group faces significant risks including high customer concentration, potential cost overruns on projects, and substantial uncertainties related to its Contractual Arrangements (VIE structure) in mainland China, particularly concerning regulatory changes and enforceability - Customer Concentration Risk: The top five customers contributed 83.4% of total revenue this year, with the largest customer accounting for 53.6%, indicating that customer loss would significantly impact financial performance[173] - Contractual Arrangements (VIE Structure) Risk: The Group controls Beijing OKLink, which holds an ICP license, through contractual arrangements, a structure that may not be deemed effective by the Chinese government, or future regulatory changes could lead to business disruption, license revocation, or forced restructuring[177][181] - Uncertainty of the Foreign Investment Law: The interpretation and implementation of China's Foreign Investment Law remain uncertain, and if the contractual arrangements are deemed foreign investment and the related business is on the 'negative list,' the Group could lose control and economic interests in Beijing OKLink[194][196][197] Directors' and Shareholders' Interests This section discloses directors' and major shareholders' interests in the company's shares and related corporations, noting Non-Executive Director Mr. Tang Yue's indirect 7.39% interest in major shareholder OKC Holdings Corporation, which holds 72.71% of the company's shares, with Mr. Xu Mingxing deemed to have an interest in these shares Major Shareholder Holdings (as of March 31, 2025) | Shareholder Name | Number of Shares Held | Shareholding Percentage | | :--- | :--- | :--- | | OKC Holdings Corporation | 3,904,925,001 | 72.71% | | Mr. Xu Mingxing (Deemed) | 3,904,925,001 | 72.71% | - Non-Executive Director Mr. Tang Yue is deemed to have an interest of approximately 7.39% in OKC Holdings Corporation, a major shareholder of the Company[225] Contractual Arrangements (VIE Structure) This section details the Group's Contractual Arrangements (VIE structure) with Beijing OKLink, implemented to circumvent Chinese foreign investment restrictions on ICP license businesses, ensuring effective control and economic benefits through various agreements, while also outlining associated risks and mitigation measures - The contractual arrangements were adopted to circumvent Chinese restrictions on foreign investment in Internet Content Provider (ICP license) businesses[288][309] - The core agreements of the contractual arrangements include: Exclusive Business Cooperation Agreement, Exclusive Equity Option Agreement, Equity Pledge Agreement, Powers of Attorney, and Spousal Undertakings, all designed to ensure the Group's effective control over Beijing OKLink and its economic benefits[294][298][302][304][309] - Beijing OKLink generated no revenue this fiscal year, with total assets of approximately HKD5,000 at year-end, its importance to the Group lies in holding the crucial ICP license[293] Corporate Governance Report Corporate Governance Practices The company maintains high corporate governance standards, largely complying with the code, with one deviation where the Chairman and CEO roles are combined under Mr. Ren Yunan, which the Board believes provides strong leadership with clearly defined responsibilities - The company has one deviation from the Corporate Governance Code: the roles of Chairman and Chief Executive Officer are combined and held by Mr. Ren Yunan, which the Board believes provides strong and consistent leadership[332][333] Board of Directors The Board of Directors, comprising eight members including two executive, three non-executive, and three independent non-executive directors, is responsible for overall leadership and strategic decisions, holding four meetings during the reporting period and ensuring compliance with the code on directors' securities transactions - The Board comprises 8 directors: 2 executive directors, 3 non-executive directors, and 3 independent non-executive directors, with no financial, business, or family relationships among members[342][343][344] Board and General Meeting Attendance Record | Director Name | Board Meetings (Attended/Total) | General Meetings (Attended/Total) | | :--- | :--- | :--- | | Mr. Ren Yunan | 4/4 | 1/1 | | Mr. Zhang Chao | 4/4 | 1/1 | | Mr. Tang Yue | 3/4 | 1/1 | | Mr. Pu Xiaojiang | 4/4 | 1/1 | | Ms. Liang Jingyan | 1/1 | N/A | | Mr. Li Zhouxin | 4/4 | 1/1 | | Mr. Li Wenzhao | 4/4 | 1/1 | | Mr. Jiang Guoliang | 4/4 | 1/1 | Board Committees The company has established Nomination, Remuneration, and Audit Committees to assist the Board in its duties, overseeing board structure, executive compensation, financial reporting, risk management, and internal controls, with independent non-executive directors forming a majority and chairing each committee - The Nomination Committee, comprising three independent non-executive directors and one non-executive director, reviews Board composition, assesses director independence, and recommends appointments based on the Board Diversity Policy and Nomination Policy[387][391] - The Remuneration Committee, composed of three independent non-executive directors, is responsible for advising the Board on the remuneration policies and structure for directors and senior management[427][429] - The Audit Committee, consisting of three independent non-executive directors, oversees financial reporting processes and internal control systems, advises the Board on external auditor appointments, and reviewed annual and interim financial reports during the year[440][441][451] Risk Management and Internal Control The Board is responsible for the Group's risk management and internal control systems, delegating oversight to the Audit Committee, and has established a top-down framework for risk identification, analysis, response, and monitoring, deeming the systems adequate and effective during the reporting period - The Group has established a four-tier risk management framework, encompassing the Board, Audit Committee, senior management, and subsidiary management, to ensure effective implementation of risk management[465][466] - The risk management process includes six steps: risk identification, analysis, response, control measures, risk control, and risk management reporting[474] - The Group has established anti-corruption and whistleblowing policies, providing channels for employees and external partners to report misconduct while ensuring the confidentiality of whistleblowers[480] Environmental, Social and Governance (ESG) Report ESG Governance and Materiality The Board holds ultimate responsibility for the Group's ESG strategy, with a dedicated team managing ESG matters, and through stakeholder engagement, identified information security, compliance, and occupational health and safety as key issues to be managed through ongoing policies - The Board holds ultimate responsibility for ESG matters and has established a dedicated team to execute and oversee the implementation of relevant policies, reporting to the Board at least annually[525] - Through materiality analysis, the Group identified key ESG issues including: information security and personal data protection, compliance and business ethics, occupational health and safety, quality management, and anti-corruption[536][537] Environmental The Group is committed to environmental protection, with an ISO14001-compliant management system, implementing measures to control emissions, reducing greenhouse gas and energy consumption densities, maintaining stable water usage, and developing climate change strategies to manage physical and transition risks Greenhouse Gas Emissions Performance | GHG Scope | 2025 (tonnes) | 2024 (tonnes) | | :--- | :--- | :--- | | Scope 1 (Direct) | 7.40 | 9.45 | | Scope 2 (Indirect) | 53.13 | 166.38 | | Scope 3 (Other Indirect) | 58.21 | 36.26 | | Total Emissions | 118.74 | 212.09 | | Emissions Intensity (tonnes/project) | 14.84 | 26.51 | Resource Consumption Performance | Resource Type | Unit | 2025 | 2024 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 158,506 | 361,546 | | Energy Consumption Intensity | kWh/project | 19,813.28 | 45,193.25 | | Total Water Consumption | cubic meters | 31,327 | 33,259 | | Water Consumption Intensity | cubic meters/project | 3,915.88 | 4,157.38 | - The Group has identified and formulated measures to address climate change-related risks, including acute physical risks like typhoons and transition risks such as policy and regulatory changes[626][630] Social The Group prioritizes social responsibility by valuing employees, ensuring fair employment practices, promoting health and safety with an OHSAS18001-compliant system, fostering development through training, adhering to labor standards, and emphasizing responsible supply chain management, product responsibility, intellectual property protection, anti-corruption, and community investment Employee Profile (as of March 31, 2025) | Category | Quantity/Ratio | | :--- | :--- | | Total Employees | 92 | | Gender Ratio (Male:Female) | 2.5 : 1 | | Total Turnover Rate | 84% | Health and Safety Performance | Indicator | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Number of Work Injuries | 3 | 0 | 3 | | Lost Workdays Due to Work Injuries | 92 | 89 | 713 | - The Group has established stringent supplier and subcontractor screening and evaluation procedures, prioritizing quality, environmental, health, and safety systems (e.g., ISO certifications) as key considerations[694][695] - The Group has formulated an 'Employee Code of Conduct' and whistleblowing policy to prevent misconduct such as corruption and fraud, and provides anti-corruption training for directors and employees[726][731][732] Independent Auditor's Report Auditor's Report Summary Deloitte Touche Tohmatsu issued an unmodified opinion on the company's consolidated financial statements as of March 31, 2025, with "Existence, Rights, and Obligations of Digital Asset Balances" identified as a key audit matter addressed through various procedures, noting the prior year's audit was conducted by a different firm - The auditor issued an unmodified opinion on the consolidated financial statements for FY2025[773] - A key audit matter was the 'Existence, Rights, and Obligations of Digital Asset Balances,' given the high risk of misappropriation or inaccessibility due to the Group's digital assets primarily being held in mixed wallets on trading platforms[778][783] - The consolidated financial statements for FY2024 were audited by another auditor and received an unmodified opinion[787] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's operating results for the fiscal year, showing HKD424 million in revenue from continuing operations, HKD89.03 million in gross profit, and a significantly narrowed loss attributable to owners of the Company of HKD15.75 million compared to HKD40.3 million last year Key Items from Consolidated Statement of Profit or Loss (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue (Continuing Operations) | 424,028 | 337,332 | | Gross Profit (Continuing Operations) | 89,033 | 66,206 | | Operating Loss (Continuing Operations) | (14,761) | (42,569) | | Loss for the Year | (16,836) | (40,899) | | Loss Attributable to Owners of the Company | (15,750) | (40,303) | | Basic Loss Per Share (HK cents) | (0.29) | (0.75) | Consolidated Statement of Financial Position This statement reflects the Group's financial position at year-end, with total assets significantly decreasing to HKD680.3 million from HKD1.333 billion, primarily due to reduced digital asset holdings and borrowings, resulting in total liabilities of HKD531 million and net current assets of HKD137 million Key Items from Consolidated Statement of Financial Position (thousand HKD) | Item | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 680,345 | 1,333,294 | | Of which: Digital Assets | 417,576 | 1,123,081 | | Of which: Bank Balances and Cash | 123,191 | 61,954 | | Total Liabilities | 530,728 | 1,165,710 | | Of which: Digital Asset Borrowings | 292,702 | 869,833 | | Total Equity | 149,617 | 167,584 | | Net Current Assets | 136,919 | 161,112 | Consolidated Statement of Cash Flows This statement summarizes the Group's cash flows for the fiscal year, showing a significant net cash inflow from operating activities of HKD103 million, net cash outflows from investing and financing activities, and an increased year-end cash and cash equivalents balance of HKD114 million Key Items from Consolidated Statement of Cash Flows (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Inflow from Operating Activities | 102,683 | 1,428 | | Net Cash Outflow from Investing Activities | (10,409) | (11,792) | | Net Cash Outflow from Financing Activities | (38,381) | (18,201) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 53,893 | (28,565) | | Cash and Cash Equivalents at Year-End | 113,868 | 60,427 | Notes to the Consolidated Financial Statements The notes to the financial statements provide detailed explanations and supplementary information on accounting policies, key estimates, segment information, related party transactions, and asset/liability breakdowns, which are essential for understanding the company's financial position and operating results - Note 5 (Segment Information) indicates that the foundation and building construction business was the primary contributor to revenue and segment results, while revenue and results from digital asset-related businesses decreased[1138] - Note 21 (Digital Assets) details the Group's digital asset holdings, totaling HKD418 million at year-end, significantly lower than HKD1.123 billion in the prior year[1265] - Note 32 (Significant Related Party Transactions) discloses transactions with companies controlled by the controlling shareholder, primarily involving transaction fees, trust service income, and technical service income[1326] Five-Year Financial Summary Five-Year Financial Summary Details This section provides a summary of the Group's key financial data for the past five fiscal years (2021-2025), showing revenue recovery and significantly narrowed losses in FY2025, with total assets and liabilities decreasing from their 2024 peak, primarily due to adjustments in digital asset business scale Five-Year Financial Data Summary (million HKD) | Fiscal Year Ended March 31 | 2025 | 2024 | 2023 (Restated) | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue (Continuing Operations) | 424.0 | 337.3 | 344.9 | 385.6 | 453.0 | | Gross Profit (Continuing Operations) | 89.0 | 66.2 | 154.0 | 84.3 | 46.6 | | (Loss)/Profit for the Year | (16.8) | (40.9) | 42.3 | (58.4) | (93.9) | | Total Assets | 680.3 | 1,333.3 | 1,105.2 | 997.3 | 605.1 | | Total Equity | 149.6 | 167.6 | 208.6 | 166.6 | 219.6 |