国富量子(00290) - 2025 - 年度财报

Corporate Information This section outlines the company's core governance structure, including board and committee members, key appointments, and recent changes in directorship - The report details core corporate governance information, including board members, committee (audit, remuneration, nomination) members, company secretary, authorized representatives, auditor, registered office, and principal place of business[6][7][8] - During and after the reporting period, changes occurred in the board of directors, with Mr Han Hanting and Mr Li Gaofeng retiring on August 12, 2024[6][7] Chairman's Statement Overall Performance The company demonstrated strong performance this year, with total revenue and investment income significantly increasing by 1,887.05% year-on-year, and net loss narrowing by 91.75%, alongside a substantial optimization of the balance sheet structure Overall Performance (HKD Million) | Metric | FY2025 (HKD Million) | FY2024 (HKD Million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue and Net Investment Gains/(Losses) | 913.55 | 45.98 | +1,887.05% | | Net Loss | 2.53 | 30.68 | -91.75% | | Total Assets (Period End) | 4,612.10 | 1,092.19 | +322.28% | | Total Liabilities (Period End) | 686.47 | 305.35 | +124.82% | | Total Equity (Period End) | 3,925.62 | 786.84 | +398.91% | | Debt Ratio (Total Liabilities/Total Assets) | 14.88% | 27.96% | -13.08pp | | Cash and Cash Equivalents (Period End) | 92.19 | 289.26 | -68.13% | Group Strategy and Operations The company comprehensively advanced its business segments during the reporting period, expanding brokerage services, leveraging cross-border asset management qualifications, providing investment banking services to over 20 enterprises, and investing in frontier technology companies - Brokerage Services: Actively expanded domestic and international institutional, corporate, and high-net-worth clients, achieving significant progress in Total Return Swap (TRS) business and establishing cross-border TRS channels[24][26] - Asset Management: Utilized QFII, QFLP, QDIE and other cross-border qualifications, prioritized virtual asset funds, and established a quantum technology investment fund in the Cayman Islands[27][29] - Investment Banking: Provided corporate finance and advisory services to over 20 corporate clients, ranking among the top in project volume and financing amount within the industry[28][30] - Sci-Tech Investment: Completed investments in innovative technology companies like RD Technologies and MaiCapital, focusing on Web 3.0, quantum technology, and blockchain[31][33] Harnessing Frontier Technologies for New Growth Drivers The company officially rebranded as "GoFintech Quantum Innovation Limited," signaling a strategic shift towards quantum technology, actively investing in quantum encryption and communication research, and leveraging its early investment in RD Technologies to explore the Hong Kong stablecoin market for new growth opportunities - The company officially rebranded as “GoFintech Quantum Innovation Limited,” clarifying its strategic direction towards quantum technology[15][17] - The company actively invests in the research and development of quantum encryption algorithms and quantum communication technologies, and leverages its early investment in RD Technologies, a Hong Kong stablecoin issuer, to actively explore the stablecoin market[32][34] Refining Strategic Investments to Empower In-depth Business Integration The company successfully acquired a 22.5% equity stake in CSOP Asset Management Limited, a leading Asian asset management institution, through the issuance of consideration shares, aiming to leverage CSOP's mature ETF product system, global market channels, and professional investment research team to achieve deep synergy with existing businesses, accelerate the integration of fintech and asset management, and explore new frontiers in asset management - The company successfully acquired a 22.5% equity stake in CSOP Asset Management Limited, a leading Asian asset management institution, through the issuance of consideration shares, aiming for deep business synergy[35][37] Outlook Looking ahead, the Group will build an industrial ecosystem centered on quantum technology, underpinned by financial licenses, and supported by cultural and creative industries and trade, aiming to create a comprehensive, ecologically synergistic platform that continuously creates value for shareholders, clients, and partners - Future strategy will revolve around four major business segments: - Technology-driven: Quantum technology as the core engine, focusing on underlying technological innovation - Finance-driven: Leveraging full licenses to deepen digital asset deployment, and exploring quantum technology applications in fintech - Cultural and Creative-driven: Promoting the integration of “quantum + digital art” to build service systems for art auctions, financing, and RWA tokenization - Trade-driven: Building a quantum-enabled cross-border trade support service system[39][40][41] Management Discussion and Analysis Results During the reporting period, the Group's total revenue and fair value changes of investments reached approximately HKD 913.55 million, a year-on-year increase of 1,887.05%, primarily driven by growth in money lending, the new supply chain operations business, and equity investment activities, leading to a significant reduction in loss for the year from HKD 30.68 million to HKD 2.53 million, and a decrease in basic and diluted loss per share from 0.91 HK cents to 0.04 HK cents Financial Performance (HKD) | Financial Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Revenue and Fair Value Changes of Investments | Approximately 913,545,000 HKD | Approximately 45,975,000 HKD | | Loss for the Year | Approximately 2,525,000 HKD | Approximately 30,679,000 HKD | | Basic and Diluted Loss Per Share | Approximately 0.04 HK Cents | Approximately 0.91 HK Cents | Business Review During the reporting year, the Group's business segments showed varied performance, with supply chain operations emerging as a new primary revenue source contributing approximately HKD 820 million, equity investment turning profitable with a net gain of approximately HKD 51.98 million, and money lending revenue increasing by 251.59% year-on-year, while securities brokerage, margin financing, and corporate finance businesses saw revenue declines but improved segment profit or turned profitable through cost control, and a new art investment business generated HKD 0.50 million in profit Business Segment Performance (HKD) | Business Segment | FY2025 Segment Revenue (HKD) | FY2025 Segment Profit/(Loss) (HKD) | FY2024 Segment Profit/(Loss) (HKD) | | :--- | :--- | :--- | :--- | | Securities Brokerage and Margin Financing | 20,884,000 | 11,938,000 (Profit) | 8,572,000 (Profit) | | Corporate Finance | 2,338,000 | 1,517,000 (Profit) | (2,789,000) (Loss) | | Money Lending | 15,969,000 | 1,724,000 (Profit) | (476,000) (Loss) | | Advisory and Insurance Brokerage | 379,000 | (98,000) (Loss) | (196,000) (Loss) | | Asset Management | 3,900,000 | (1,568,000) (Loss) | (1,262,000) (Loss) | | Equity Investment | 51,983,000 (Net Gain) | 19,311,000 (Profit) | (7,244,000) (Loss) | | Supply Chain Operations | 819,545,000 | (294,000) (Loss) | Not Applicable | | Art Investments | Not Applicable | 504,000 (Profit) | Not Applicable | Adjusted EBITDA To supplement results prepared under Hong Kong Financial Reporting Standards, the company disclosed non-GAAP financial measures EBITDA and Adjusted EBITDA, with Adjusted EBITDA turning profitable from a loss of HKD 26.44 million in the prior year to a profit of HKD 49.59 million in the reporting year, primarily due to a significant increase in equity-settled share-based payments Adjusted EBITDA Reconciliation (HKD Thousand) | Reconciliation Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Loss for the Year | (2,525) | (30,679) | | Add: Depreciation | 8,840 | 1,888 | | Add: Finance Costs | 3,031 | 2,002 | | Add: Income Tax Expense | 799 | 45 | | EBITDA (Unaudited) | 10,145 | (26,744) | | Add: Equity-settled Share-based Payments | 39,443 | 306 | | Adjusted EBITDA (Unaudited) | 49,588 | (26,438) | Fund Raising Activities During the reporting period, the company undertook two significant equity financing activities: a 1-for-3 rights issue completed in February 2024, raising approximately HKD 471 million net proceeds fully utilized across money lending, asset management, and fintech investments, and a new share placement (June Placement) completed in July 2024, raising approximately HKD 244 million net proceeds also fully utilized to strengthen existing businesses, equity investments, and expand fintech - Rights Issue: Completed in February 2024, issuing approximately 4.745 billion shares at HKD 0.10 per share, raising net proceeds of approximately HKD 471 million, which have been fully utilized as planned[121][134][137] - June Placement: Completed in July 2024, successfully placing approximately 274 million shares at HKD 0.90 per share, raising net proceeds of approximately HKD 244 million, which have been fully utilized as planned[144][145][153] Liquidity and Financial Resources As of March 31, 2025, the Group's financial position remained robust, with a current ratio of 1.24 times, down from 2.97 times last year, cash and cash equivalents of approximately HKD 92.19 million, and while the capital gearing ratio (total borrowings/equity) increased from 3.05% to 10.97%, the debt ratio (total debt/total assets) decreased from 27.96% to 14.88%, indicating optimized overall leverage despite asset expansion Liquidity and Financial Resources (HKD) | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Current Assets | 841,714,000 HKD | 864,100,000 HKD | | Current Liabilities | 678,890,000 HKD | 290,652,000 HKD | | Current Ratio | 1.24 times | 2.97 times | | Cash and Cash Equivalents | 92,186,000 HKD | 289,257,000 HKD | | Capital Gearing Ratio | 10.97% | 3.05% | | Debt Ratio | 14.88% | 27.96% | Investment in Associates The Group holds a significant investment in Wealthink Intelligent Investment Limited, increasing its stake to approximately 29.13% after an acquisition completed on October 18, 2024, making it an associate of the Group, with a carrying amount of approximately HKD 2.90 billion as of March 31, 2025, representing 62.81% of the Group's total assets, and the Group recognized a share of its profit of approximately HKD 10.78 million during the reporting period - After the acquisition completed on October 18, 2024, the company holds a 29.13% equity stake in Wealthink Intelligent Investment, making it an associate of the Group[178] - As of March 31, 2025, the carrying amount of the investment in Wealthink Intelligent Investment was approximately HKD 2.90 billion, representing 62.81% of the Group's total assets[179] Material Acquisition and Disposal During the reporting period, the Group undertook two highly significant acquisitions: the first was the acquisition of shares in HKEX-listed Wealthink Intelligent Investment (1140.HK) completed on October 18, 2024, resulting in a 29.13% equity stake, and the second was an agreement signed on December 31, 2024, to acquire a 22.50% equity stake in CSOP Asset Management Limited for HKD 1.11 billion, to be settled by issuing consideration shares, which is pending shareholder approval - Acquisition of Wealthink Intelligent Investment Shares: Completed on October 18, 2024, acquiring 2,751,339,130 shares of Wealthink Intelligent Investment through the issuance of approximately 340 million consideration shares, resulting in a 29.13% equity stake post-transaction[187][188] - Proposed Acquisition of CSOP Shares: An agreement was signed on December 31, 2024, to acquire a 22.50% equity stake in CSOP Asset Management Limited for HKD 1.11 billion through the issuance of approximately 1.405 billion consideration shares, with the transaction pending completion[192][193] Events After The Reporting Period After the reporting period, the company engaged in two significant capital activities: a new share placement (2025 Placement) completed in April 2025, raising approximately HKD 257 million net proceeds for equity investments and new business expansion, and an agreement signed on April 29, 2025, with lenders to capitalize approximately HKD 587 million of shareholder loans by issuing approximately 459 million new shares to settle the debt - 2025 Placement: Completed in April 2025, placing approximately 232 million new shares at HKD 1.12 per share, raising net proceeds of approximately HKD 257 million[209][210][218] - Loan Capitalization: An agreement was signed on April 29, 2025, to capitalize approximately HKD 587 million of outstanding shareholder loans by issuing approximately 459 million capitalization shares at HKD 1.28 per share[224][225] Biographical Details of Directors and Senior Management This section provides detailed biographical information for the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, positions and responsibilities within the Group, and past experience in other listed companies - This section provides detailed personal biographies of the company's executive directors, non-executive directors, independent non-executive directors, and senior management, including their age, educational background, professional qualifications, positions and responsibilities within the Group, and roles and past experience in other listed companies[230][235][246] Directors' Report Share Option Scheme The company adopted a share option scheme on September 2, 2021, to incentivize and reward contributors to the Group, with 85,668,000 unexercised share options remaining at the end of the reporting period, and while the scheme was terminated at the EGM on May 29, 2024, no new options will be granted, but previously granted options remain valid Share Option Scheme (Shares) | Participant | As at April 1, 2024 | As at March 31, 2025 | Exercise Price (HKD) | Exercise Period | | :--- | :--- | :--- | :--- | :--- | | Ms Sun Qing | 4,168,000 | 4,168,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Mr Zhang Huachen | 32,000,000 | 32,000,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Mr Yuan Tianfu | 32,000,000 | 32,000,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Other Employees | 23,332,000 | 17,500,000 | 0.480 | 2025/4/1 - 2026/3/31 | | Total | 91,500,000 | 85,668,000 | | | - The 2021 Share Option Scheme was terminated by shareholder resolution on May 29, 2024, meaning no new share options will be granted, but previously granted options remain valid and exercisable under their original terms[317][319] Share Award Scheme The company adopted a new share award scheme at the 2024 EGM to incentivize and retain eligible participants, granting a total of 103,680,000 share awards on July 26, 2024, with 20,064,000 awards lapsing due to employee departures, leaving 83,616,000 unvested share awards at the end of the reporting period Share Award Scheme (Shares) | Participant Category | As at April 1, 2024 | Granted During the Reporting Year | Lapsed During the Reporting Year | As at March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | | Directors, Senior Management, etc | – | 25,856,000 | – | 25,856,000 | | Other Employees | – | 77,824,000 | (20,064,000) | 57,760,000 | | Total | – | 103,680,000 | (20,064,000) | 83,616,000 | Substantial Shareholders' Interests As of March 31, 2025, the company's register recorded substantial shareholders including Dr Liu Zhiwei (total interest 21.24%), Mr Wang Tao (5.44% interest), and GoFintech ESOP Limited, a trust established for the share award scheme (6.95% interest) Substantial Shareholders' Interests (Shares) | Shareholder Name | Capacity | Total Interests (Shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr Liu Zhiwei | Beneficial Owner and Controlled Corporation Interest | 1,584,311,151 | 21.24% | | Mr Wang Tao | Beneficial Owner | 406,102,308 | 5.44% | | GoFintech ESOP Limited | Beneficial Owner | 518,400,000 | 6.95% | | PS Trust Company Limited (PS Trust) | Trustee | 518,400,000 | 6.95% | Corporate Governance Report This report confirms the company's compliance with the Corporate Governance Code, detailing the board's responsibilities in strategy, operations oversight, and internal control, and highlighting the separation of Chairman and CEO roles, the establishment of key committees, and robust risk management systems - The company complied with all code provisions of the Corporate Governance Code during the reporting year[439][447] - The Board of Directors is responsible for formulating the Group's overall strategy, overseeing operations, and ensuring sound internal control and risk management systems[439][447] - The roles of Chairman and Chief Executive Officer are held by different individuals, in compliance with corporate governance code requirements, with Mr Chan Kin Sang, an independent non-executive director, serving as Chairman, and Mr Yuan Tianfu and Mr Zhang Huachen serving as Co-Chief Executive Officers[480] - The company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by independent non-executive directors, which regularly convene meetings to fulfill their responsibilities[488][496][516] - The company has established risk management and internal control systems, with a Compliance and Risk Management Department continuously monitoring related matters, and the Board considers the existing systems effective and adequate[562][567][575] Environmental, Social and Governance Report ESG Governance and Strategy The Group adopts a top-down approach to ESG management, with the Board holding overall responsibility for ESG strategy and reporting, identifying anti-corruption, product responsibility, and anti-money laundering as key priorities through stakeholder engagement and materiality assessment, and committing to green operations while addressing climate change risks - The Board of Directors holds overall responsibility for the Group's ESG strategy and reporting, and annually reviews related risks, opportunities, performance, and targets[588] - Through materiality assessment, the Group identified three priority areas for sustainable business development: anti-corruption and anti-fraud, product responsibility, and anti-money laundering and counter-terrorist financing[620][622] Environmental The Group is committed to environmental protection and has set emission reduction targets, with greenhouse gas emissions intensity decreasing by 67.27% year-on-year primarily due to reduced vehicle usage, non-hazardous waste disposal intensity (mainly office paper) decreasing by 50% year-on-year, and total energy consumption intensity decreasing by 84.94% year-on-year, as the Group continues to implement energy-saving and emission reduction measures for sustainable development Environmental Performance Indicators | Environmental Performance Indicator | Unit | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions | tonnes of CO2 equivalent | 55.92 | 184.26 | 52.96 | | Greenhouse Gas Emissions Intensity | tonnes of CO2 equivalent/employee | 0.90 | 2.75 | 0.96 | | Total Non-Hazardous Waste Disposed | tonnes | 0.62 | 1.03 | 0.99 | | Non-Hazardous Waste Disposal Intensity | tonnes/employee | 0.01 | 0.02 | 0.02 | | Total Energy Consumption | kWh | 81,166.97 | 582,507.20 | 95,078.50 | | Total Energy Consumption Intensity | kWh/employee | 1,309.14 | 8,694.14 | 1,728.70 | - The Group has set targets to reduce greenhouse gas emissions intensity and energy consumption intensity by FY2026, and to maintain non-hazardous waste disposal intensity at no more than 0.02 tonnes/employee[723][750][754] Social In terms of social responsibility, the Group emphasizes sustainable business operations, business ethics, and employee well-being, establishing strict product responsibility, customer service, and privacy protection processes with no significant complaints received during the reporting period, maintaining a zero-tolerance policy for corruption with anti-corruption and anti-money laundering training for employees, and committing to equal opportunities and a safe work environment while encouraging employee development and training, with an employee turnover rate of approximately 46.51% during the reporting period - During the reporting period, the Group received no complaints regarding customer privacy breaches, loss or misuse of customer data, nor any significant product or service-related complaints[633][639] - The Group provided continuous professional training (CPT) courses related to anti-corruption and anti-money laundering (AML) for directors and employees[654] Employee Metrics | Employee Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees (Period End) | 62 | 67 | | Overall Employee Turnover Rate | 46.51% | 32.79% | | Percentage of Employees Trained | 25.00% | 26.44% | | Average Training Hours per Employee | 1.90 hours | 3.04 hours | - The Group strictly adheres to labor standards, prohibiting child and forced labor, and has recorded no work-related fatalities or injuries in the past three years, including the reporting year[698][688] Independent Auditor's Report The auditor, ZHONGHUI ANDA CPA Limited, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements present a true and fair view of the Group's financial position and performance - The auditor, ZHONGHUI ANDA CPA Limited, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the statements truly and fairly reflect the Group's financial position and performance[786] - Key audit matters include: 1. Valuation of investments and art investments measured at fair value using Level 3 fair value measurements 2. Impairment testing of loans and trade receivables[792][799] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This year, the Group's revenue significantly increased year-on-year to HKD 863.40 million, primarily driven by sales of goods, with gross profit rising from HKD 28.74 million to HKD 37.59 million, and the loss for the year substantially narrowed from HKD 30.68 million to HKD 2.53 million, benefiting from a turnaround in fair value changes of investments and effective cost control Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD Thousand) | Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 863,400 | 49,456 | | Gross Profit | 37,589 | 28,737 | | Fair Value Changes of Investments | 50,145 | (3,481) | | Loss Before Tax | (1,726) | (30,634) | | Loss for the Year | (2,525) | (30,679) | | Total Comprehensive Expense for the Year | (32,668) | (37,119) | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets increased to HKD 4.61 billion, mainly due to a significant increase in investment in associates, total liabilities rose to HKD 686.47 million primarily from new borrowings, and total equity substantially grew from HKD 786.84 million to HKD 3.93 billion due to equity financing and the acquisition of an associate, significantly strengthening the financial structure Consolidated Statement of Financial Position (HKD Thousand) | Item (HKD Thousand) | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Non-Current Assets | 3,770,381 | 228,091 | | Investment in Associates | 2,991,487 | 112,898 | | Art Investments | 443,000 | – | | Current Assets | 841,714 | 864,100 | | Total Assets | 4,612,095 | 1,092,191 | | Current Liabilities | 678,890 | 290,652 | | Borrowings | 415,377 | – | | Non-Current Liabilities | 7,582 | 14,696 | | Total Liabilities | 686,472 | 305,348 | | Net Assets | 3,925,623 | 786,843 | | Total Equity | 3,925,623 | 786,843 | Consolidated Statement of Cash Flows This year, net cash used in operating activities was HKD 92.99 million, net cash used in investing activities was substantial at HKD 753.66 million, primarily for purchasing art investments and investments at fair value through profit or loss, and net cash from financing activities was HKD 649.13 million, mainly from share issuance and new borrowings, resulting in a net decrease in cash and cash equivalents of HKD 197.53 million, with an ending balance of HKD 92.19 million Consolidated Statement of Cash Flows (HKD Thousand) | Item (HKD Thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (92,989) | (121,718) | | Net Cash Used in Investing Activities | (753,662) | (188,568) | | Net Cash From Financing Activities | 649,126 | 489,729 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (197,525) | 179,443 | | Cash and Cash Equivalents at Beginning of Year | 289,257 | 111,748 | | Cash and Cash Equivalents at End of Year | 92,186 | 289,257 | Five Years Financial Summary This section provides a five-year financial summary, presenting key performance indicators such as revenue and loss attributable to owners, alongside asset and liability figures including total assets, total liabilities, and net assets, offering a concise overview of the company's financial trends over the period Five Years Financial Summary (HKD Thousand) | Item (HKD Thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Results | | | | | | | Revenue | 863,400 | 49,456 | 26,943 | 58,487 | 131,718 | | Loss for the Year Attributable to Owners of the Company | (2,525) | (30,679) | (58,855) | (79,309) | (13,495) | | Assets and Liabilities | | | | | | | Total Assets | 4,612,095 | 1,092,191 | 475,761 | 604,610 | 955,444 | | Total Liabilities | (686,472) | (305,348) | (179,292) | (356,751) | (631,136) | | Net Assets | 3,925,623 | 786,843 | 296,469 | 247,859 | 324,308 |