Corporate Information This section details key corporate information, including board members, committees, and significant personnel changes during the reporting period - The report details key corporate information including board members, committee compositions, authorized representatives, company secretary, investment managers, and auditors, noting multiple personnel changes within the board and committees during the reporting period7811 Chairman's Statement Amidst a slowing global economy and increased uncertainty, the company achieved steady returns with controlled risks by adhering to a cautious, flexible, and balanced investment philosophy - Facing a slowing global economy and increased uncertainty, the company adopted a cautious and flexible approach, adhering to a balanced investment philosophy of stability and innovation, achieving steady returns with controlled risks in this fiscal year17 - For the FY2024/2025, the company comprehensively optimized its investment strategy, building an investment system supported by four core strategies: Unlisted Equity Investment focusing on high-growth potential emerging enterprises; Debt Investment seeking stable fixed income to hedge market volatility; Fund Investment collaborating with excellent domestic and international fund managers for diversified allocation and risk dispersion; and Listed Equity Investment capturing short-term opportunities in the secondary market to optimize liquidity and return flexibility1820 Management Discussion and Analysis This section provides an in-depth analysis of the company's operational performance, investment strategies, and financial results for the reporting period WEALTHINK AI OVERVIEW WEALTHINK AI is a cross-border investment company focused on high-growth industries in China, generating returns primarily from interest, dividends, and capital appreciation, having re-established four core investment strategies since early 2024 - Since early 2024, the company has comprehensively adjusted and optimized its investment strategy, re-establishing four core strategies centered on core holdings: unlisted equity investment, debt investment, fund investment, and listed equity investment25 INVESTMENT REVIEW Amidst a complex macroeconomic environment, the company adhered to investment diversification and risk dispersion principles, with new investments totaling HKD 1.234 billion and divestments of HKD 1.742 billion, primarily comprising unlisted equity, debt, and fund investments Annual Investment and Divestment Activities | Item | Amount (HKD) | | :--- | :--- | | New Investment | 12.3394 billion HKD | | Divestment | 17.4173 billion HKD | Investment Portfolio by Strategy (As of March 31, 2025) | Investment Strategy | Percentage | | :--- | :--- | | Unlisted Equity Investment | 51.60% | | Debt Investment | 28.68% | | Fund Investment | 16.00% | | Listed Equity Investment | 0.94% | | Art Investment | 2.77% | | Other | 0.01% | MAJOR INVESTMENT PORTFOLIO This section details the company's diverse investment portfolio, including unlisted equity, debt, fund, and listed equity investments, highlighting key holdings and their valuations Unlisted Equity Investment Unlisted equity investment, a key strategy with a total holding of HKD 5.281 billion, is divided into long-term core holdings (HKD 0.839 billion) and other unlisted equity investments (HKD 4.442 billion), including iCarbonX, CSOP, OPIM, Jiedaibao, Hengjia Meilian, and Honghu Education Long-Term Core Holdings Details (As of March 31, 2025) | Company Name | Investment Type | Equity Stake | Cost (HKD Billion) | Book Value (HKD Billion) | | :--- | :--- | :--- | :--- | :--- | | 碳云智能 (iCarbonX) | Core Holding | 7.73% | 10.89 | 6.90 | | 南方东英 (CSOP) | Core Holding | 22.5% | 0.60 | 1.22 | | 东英资管 (OPIM) | Core Holding | 30% | 0.59 | 0.27 | Other Major Unlisted Equity Investments (As of March 31, 2025) | Company Name | Investment Type | Equity/Beneficial Interest | Cost (HKD Billion) | Book Value (HKD Billion) | | :--- | :--- | :--- | :--- | :--- | | 借贷宝 (Jiedaibao) | Private Equity | 2.49% | 9.00 | 9.83 | | 恒嘉美联 | Private Equity | 14.9% | 4.50 | 4.43 | | 鸿鹄教育 | Beneficial Interest | 29.99% | 17.05 | 15.87 | Debt Investment As of March 31, 2025, the company's debt investment holdings totaled HKD 2.935 billion, with new investments of HKD 0.621 billion and divestments of HKD 1.399 billion, generating HKD 0.264 billion in interest income at rates between 5% and 10% Debt Investment Key Metrics (FY2024/25) | Metric | Amount/Range | | :--- | :--- | | Period-end Holding | 2.93472 billion HKD | | New Investment | 0.62110 billion HKD | | Divestment | 1.39895 billion HKD | | Interest Income | 0.26440 billion HKD | | Loan Interest Rate | 5% - 10% | Fund Investment As of March 31, 2025, the company's fund investment holdings amounted to HKD 1.638 billion, with HKD 96.59 million in divestments this year, primarily through Qingdao Wanfeng Times Leading Equity Investment Center, which focuses on emerging tech industries like cybersecurity and AI - The primary fund investment is Qingdao Wanfeng Times Leading Equity Investment Center, with a fund size of RMB 1.539 billion, focusing on emerging technology industries such as cybersecurity software, artificial intelligence, and integrated circuits. As of March 31, 2025, the Group's holding in this fund was HKD 0.755 billion95 Listed Equity Investment As of March 31, 2025, the company's listed equity investment holdings totaled HKD 96.69 million, with new investments and divestments made during the year to enhance capital liquidity and realize capital gains - As of March 31, 2025, listed equity investment holdings totaled HKD 96.69 million100 FINANCIAL REVIEW As of March 31, 2025, the group's net assets were HKD 9.948 billion, with net assets per share of HKD 0.95 and a debt-to-asset ratio of 0.07, reporting total revenue of HKD 0.273 billion (down 11.44%) and annual profit of HKD 64.16 million (up 19.6%) driven by increased realized investment gains and improved associate performance Financial Position Summary (As of March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net Assets | 9.94760 billion HKD | 9.91262 billion HKD | | Net Assets Per Share | 0.95 HKD | 0.94 HKD | | Debt-to-Asset Ratio | 0.07 | 0.15 | Annual Performance Summary (For the Year Ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total Income | 0.27307 billion HKD | 0.30833 billion HKD | | Annual Profit | 64.16 million HKD | 53.65 million HKD | | Net Realized Investment Gain/(Loss) | 56.90 million HKD | (41.92) million HKD | | Net Unrealized Investment Loss | (0.19076) billion HKD | (38.80) million HKD | | Share of Profit/(Loss) of Associates and Joint Ventures | 53.98 million HKD | (99.10) million HKD | LIQUIDITY AND FINANCIAL RESOURCES As of March 31, 2025, the group held HKD 58.47 million in cash and bank balances, with total loans significantly reduced to HKD 0.643 billion, improving the equity-to-debt ratio from 14.30% to 6.47% and the current ratio from 4.35 times to 7.48 times, indicating enhanced liquidity and optimized financial structure Liquidity and Financial Resources Key Ratios (As of March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Cash and Bank Balances | 58.47 million HKD | 45.01 million HKD | | Total Loans | 0.64326 billion HKD | 1.41741 billion HKD | | Equity-to-Debt Ratio | 6.47% | 14.30% | | Current Ratio | 7.48 times | 4.35 times | MATERIAL ACQUISITIONS AND DISPOSALS OF INVESTMENTS This year, the group made several investment adjustments, with new investments totaling HKD 1.234 billion, primarily in debt (HKD 0.621 billion) and art (HKD 0.283 billion), and divestments totaling HKD 1.742 billion, mainly from debt investments (HKD 1.399 billion) Annual Material Investment Changes (HKD Million) | Investment Type | New/Additional Investment | Divestment/Disposal | | :--- | :--- | :--- | | Unlisted Equity Investment | 270.00 | 5.77 | | Debt Investment | 621.10 | 1,398.95 | | Fund Investment | 0.59 | 96.59 | | Listed Equity Investment | 58.94 | 240.42 | | Art Investment | 283.17 | – | | Total | 1,233.94 | 1,741.73 | EVENTS AFTER THE REPORTING PERIOD Post-reporting period, the company signed an agreement on December 31, 2024, to sell its entire 22.50% stake in CSOP to its major shareholder GoFintech for HKD 1.11 billion, payable via GoFintech's consideration shares, which constitutes a very substantial disposal and connected transaction subject to shareholder approval - The company signed an agreement to sell its 22.50% stake in CSOP to its major shareholder GoFintech for HKD 1.11 billion. This transaction constitutes a very substantial disposal and connected transaction, subject to shareholder approval148154 Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's directors and senior management, outlining their professional backgrounds and experience - This section details the background information of the company's directors and senior management, including their age, education, industry experience, and roles within and outside the company. The core management generally possesses deep backgrounds and many years of experience in finance, investment, and fund management158171 Directors' Report This report provides an overview of the company's principal activities, business review, and significant corporate governance matters for the fiscal year PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The company, an investment firm registered in the Cayman Islands, aims to achieve medium to long-term capital appreciation by investing in a diversified portfolio of global listed and unlisted enterprises - The company's primary investment objective is to achieve medium to long-term capital appreciation by investing in a diversified portfolio of global listed and unlisted enterprises176 CONNECTED TRANSACTIONS During the reporting period, the company engaged in connected transactions, including an investment management agreement with Honor Capital, a fully exempt continuing connected transaction with an annual management fee of HKD 0.96 million, and a post-period disposal of CSOP equity to a major shareholder, constituting a very substantial disposal and connected transaction - The company signed an investment management agreement with investment manager Honor Capital, with an annual management fee of HKD 0.96 million, which is a fully exempt continuing connected transaction242243 - Post-reporting period, the company intends to sell its 22.50% equity stake in CSOP to its major shareholder GoFintech, a transaction constituting a very substantial disposal and connected transaction subject to full compliance with Chapters 14 and 14A of the Listing Rules249250 Corporate Governance Report This report outlines the company's corporate governance practices, including board structure, risk management, and internal control systems, ensuring compliance and transparency THE BOARD The Board comprises seven members, including four non-executive and three independent non-executive directors, meeting listing rule requirements, with clear separation between the Chairman and CEO roles to ensure checks and balances, and a diversity policy that led to the appointment of a female director in November 2024 to enhance gender diversity - The Board currently comprises seven members, including four non-executive directors and three independent non-executive directors, meeting the Listing Rules' requirements for the number and proportion of independent non-executive directors307308 - The roles of the Company Chairman (Dr. Wang Qin) and Chief Executive Officer (Dr. Qiao Bingya) are clearly separated to ensure power is not concentrated in one individual322 RISK MANAGEMENT AND INTERNAL CONTROLS The Board is responsible for maintaining sound risk management and internal control systems, which were reviewed by external internal auditors during the period, focusing on prior control deficiencies from bond subscriptions, with remedial actions including compliance training and policy formulation now completed and deemed effective by the Board - The company's internal control deficiencies were exposed when it failed to timely aggregate transactions and fulfill disclosure and shareholder approval obligations for major transactions during the subscription of a series of bonds issued by Hong Kong Nanshan Development Co., Ltd. in 2023408409 - In response to control deficiencies, the company implemented remedial measures including: providing compliance training on notifiable transactions for directors and employees; establishing written policies requiring the investment team to consult the legal and compliance department before making decisions; and mandating that potentially notifiable transactions be reported to the Board for approval. External auditors have confirmed the completion of rectification work411 Environmental, Social and Governance Report This report details the company's commitment to environmental, social, and governance principles, highlighting responsible investment, environmental protection, human resources, and social contributions PRACTICING THE PHILOSOPHY OF RESPONSIBLE INVESTMENT The company integrates ESG principles into its investment decisions through positive (e.g., new energy) and negative (e.g., military, tobacco) screening, actively pursuing green investment opportunities in areas like hazardous waste treatment (Dexing Yifeng), green healthcare (iCarbonX), and hydrogen technology (Chunhua Hydrogen), while strengthening information security, compliance, and anti-corruption management for robust operations - The company employs a combination of positive screening (focusing on new energy) and negative screening (strictly prohibiting investments in military, tobacco, gambling, and other industries) as investment decision tools to ensure its portfolio aligns with environmental and social standards490494495 - By investing in companies such as Dexing Yifeng (hazardous waste treatment), iCarbonX (digital life sciences), and Chunhua Hydrogen (PEM water electrolysis for hydrogen production), the company actively positions itself in green and high-tech industries, promoting low-carbon transition and sustainable development for its investee companies499502507 ENVIRONMENTAL RESPONSIBILITY The company promotes low-carbon environmental practices, significantly reducing its operational environmental impact in FY2024/25 through green office measures, achieving a 67.74% decrease in gasoline consumption, a 25.93% decrease in paper consumption, and a 12.40% reduction in total greenhouse gas emissions to 15.54 tons CO2e Key Resource Consumption and GHG Emissions Performance (Year-on-Year Change) | Metric | Unit | FY2024/25 | FY2023/24 | Y-o-Y Change | | :--- | :--- | :--- | :--- | :--- | | Gasoline Consumption | liters | 187.13 | 580.15 | -67.74% | | Electricity Consumption | thousand kWh | 25.06 | 24.55 | +2.08% | | Water Consumption | cubic meters | 86.94 | 214.00 | -59.37% | | Paper Consumption | tons | 0.20 | 0.27 | -25.93% | | Total GHG Emissions | tons CO2e | 15.54 | 17.74 | -12.40% | HUMAN RESOURCES RESPONSIBILITY The company prioritizes employee well-being, ensuring rights and a safe work environment, with 20 employees as of March 31, 2025, a diverse workforce including 55% female employees and 22% female senior management, and HKD 0.347 million invested in occupational health and safety this year with no reported work-related injuries or fatalities Employee Profile (As of March 31, 2025) | Category | Quantity/Ratio | | :--- | :--- | | Total Employees | 20 people | | By Gender (Male/Female) | 9 / 11 (45% / 55%) | | Employee Turnover Rate | 105.00% | | Employee Contract Signing Rate | 100% | - During the reporting period, the company invested HKD 0.347 million in employee occupational health and safety for medical and labor insurance. No work-related fatalities or injuries occurred in the past three years (including this fiscal year)622 SOCIAL RESPONSIBILITY The company fulfills its corporate social responsibility by integrating green procurement into supply chain management, prioritizing local and environmentally friendly suppliers, with 21 suppliers this fiscal year, 20 of which are Hong Kong-based, and 1 in Mainland China, ensuring supply chain sustainability through rigorous screening and actively engaging in community philanthropy - The company implements green procurement in supplier management, prioritizing local suppliers. In FY2024/25, the company had 21 suppliers, with 20 located in Hong Kong, China, and 1 in Mainland China629634 Independent Auditor's Report This report presents the independent auditor's opinion on the consolidated financial statements and identifies key audit matters, ensuring financial transparency and reliability Auditor's Opinion Auditor Zhonghui Anda CPA Limited issued an unqualified opinion on the company's FY2024/25 consolidated financial statements, affirming they fairly present the group's financial position, performance, and cash flows, prepared in compliance with Hong Kong Companies Ordinance disclosure requirements - The auditor believes that the consolidated financial statements fairly and truly present the Group's consolidated financial position as of March 31, 2025, and its consolidated financial performance and cash flows for the year then ended, and have been properly prepared in accordance with Hong Kong Financial Reporting Standards681 Key Audit Matters Auditors identified two key audit matters: the valuation of Level 3 fair value investments, significant at HKD 5.952 billion and involving substantial management judgment; and impairment testing of debt investments, significant at HKD 2.935 billion and also requiring judgment and estimation, for which appropriate audit procedures were performed - Valuation of Level 3 Fair Value Investments: As of March 31, 2025, the balance of these investments amounted to HKD 5.952 billion, and their valuation involves significant judgment and assumptions, thus being considered a key audit matter688 - Impairment Testing of Debt Investments: As of March 31, 2025, the debt investment balance was HKD 2.935 billion, a significant amount. Its impairment testing involves management's judgment and estimation, thus constituting a key audit matter695 Consolidated Financial Statements This section presents the comprehensive financial statements, including the consolidated statement of profit or loss, financial position, and cash flows, providing a complete overview of the group's financial performance and health Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the group's revenue was HKD 0.273 billion, a 11.4% decrease year-on-year, but annual profit increased to HKD 64.16 million, up 19.6%, driven by a shift from realized investment losses to gains and improved associate performance, with basic earnings per share of 0.61 HK cents Consolidated Statement of Profit or Loss Summary | Item (HKD Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Income | 273,067 | 308,329 | | Net Unrealized Investment Loss | (190,761) | (38,801) | | Net Realized Investment Gain/(Loss) | 56,898 | (41,918) | | Profit Before Tax | 72,110 | 54,608 | | Profit for the Year | 64,158 | 53,653 | | Earnings Per Share (HK cents) | 0.61 | 0.51 | Consolidated Statement of Financial Position As of March 31, 2025, the group's total assets were HKD 10.668 billion, total liabilities HKD 0.721 billion, and total equity HKD 9.948 billion, with a 52.3% decrease in liabilities primarily due to reduced borrowings, while net asset value remained stable at HKD 0.95 per share Consolidated Statement of Financial Position Summary | Item (HKD Thousand) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Assets | 10,668,387 | 11,422,397 | | Non-Current Assets | 5,299,231 | 4,885,664 | | Current Assets | 5,026,708 | 6,191,789 | | Total Liabilities | 720,783 | 1,509,777 | | Current Liabilities | 717,908 | 1,504,304 | | Total Equity | 9,947,604 | 9,912,620 | | Net Assets Per Share | 0.95 HKD | 0.94 HKD | Consolidated Statement of Cash Flows This year, the group reported a net cash outflow of HKD 21.55 million from operating activities, a net cash inflow of HKD 0.798 billion from investing activities primarily from debt investment settlements (HKD 1.317 billion), and a net cash outflow of HKD 0.763 billion from financing activities mainly due to loan repayments (HKD 1.098 billion), resulting in a year-end cash and cash equivalents balance of HKD 58.47 million Consolidated Statement of Cash Flows Summary | Item (HKD Thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (21,550) | (47,006) | | Net Cash From/(Used in) Investing Activities | 798,009 | (658,923) | | Net Cash (Used in)/From Financing Activities | (762,993) | 642,575 | | Net Increase/(Decrease) in Cash and Cash Equivalents | 13,466 | (63,354) | | Cash and Cash Equivalents at Year-End | 58,472 | 45,006 | Financial Summary This section provides a concise overview of the company's key financial performance indicators and financial position over a five-year period Five-Year Financial Summary | For the Year Ended March 31 (HKD Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 598,364 | 522,006 | 469,589 | 271,503 | 624,258 | | Income | 273,067 | 308,329 | 192,741 | 93,929 | 110,522 | | Profit for the Year | 64,158 | 53,653 | 146,383 | 221,273 | 372,556 | | Assets and Liabilities | | | | | | | Total Assets | 10,668,387 | 11,422,397 | 11,366,205 | 7,441,213 | 5,368,288 | | Total Liabilities | (720,783) | (1,509,777) | (1,355,450) | (1,912,969) | (841,109) | | Net Assets | 9,947,604 | 9,912,620 | 10,010,755 | 5,528,244 | 4,527,179 |
华科智能投资(01140) - 2025 - 年度财报