恒月控股(01723) - 2025 - 年度财报

Company Information This section outlines Moon Inc.'s key corporate information, including board members, committee structures, and registered details - The company's English name changed from "HK Asia Holdings Limited" to "Moon Inc.", and its Chinese name from "港亞控股有限公司" to "恆月控股有限公司", effective May 15, 2025[2] - The Board of Directors includes Executive Directors Mr. Fong Kin Hoi (Chairman), Mr. David Forrest Bailey, Mr. John Edwin Riggins (CEO), Ms. Wong Fung Yee; Non-executive Director Mr. Sit Hon; and Independent Non-executive Directors Mr. Chan Siu Ping, Mr. Wong Yun Pun, Ms. Ngan Yung Wai[4] - The company has established an Audit Committee, Remuneration Committee, Nomination Committee, and Environmental, Social and Governance Committee to oversee specific matters[4] Chairman's Statement The Chairman's Statement highlights 2025 as a transformative year, emphasizing new management's blockchain expertise and continued investment in the core prepaid product business - On March 14, 2025, the company completed a mandatory unconditional cash offer, welcoming new management with expertise in blockchain, cryptocurrency, and Web 3.0 technologies[7] - The core prepaid product business (wholesale and retail) remains the Group's foundation and will continue to receive resources for maintenance and expansion[7] - As of June 30, 2025, the company acquired 28.88 Bitcoins at a cost of approximately HK$19.6 million to explore the potential of cryptocurrency and blockchain technology[8] - After the fiscal year-end, the company successfully issued convertible notes to existing shareholders, raising net proceeds of approximately HK$33 million to strengthen core businesses and explore emerging market opportunities[8] Management Discussion and Analysis This section reviews the financial and business performance for the year ended March 31, 2025, highlighting significant declines in revenue and gross profit, reduced other income due to cryptocurrency impairment, and a substantial drop in profit for the year - The Group primarily engages in wholesale, retail, and online sales of prepaid products in Hong Kong[12] - Key Financial Data Changes for FY2025 | Metric | 2025 (HK$ million) | 2024 (HK$ million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 189.6 | 252.4 | -24.9% | | Gross Profit | 43.3 | 61.6 | -29.7% | | Gross Margin | 22.8% | 24.4% | -1.6 percentage points | | Other Income | 0.6 | 2.5 | -76.0% | | Profit attributable to owners of the Company | 1.8 | 14.8 | -87.8% | - Intangible assets balance was approximately HK$12.0 million, representing the carrying value of Bitcoin held by the Group as of March 31, 2025; approximately 18.88 Bitcoins were acquired during the year for a total consideration of approximately HK$13.3 million, with an impairment loss of approximately HK$1.3 million recognized[21] - Subsequent to the reporting period, the Group further acquired approximately 10 Bitcoins, bringing the total acquisition cost to approximately HK$19.6 million and total holdings to approximately 28.88 Bitcoins[21] - The Board has resolved not to declare a final dividend for the year ended March 31, 2025[24] - Net current assets were approximately HK$80.1 million (2024: HK$106.8 million), and the current ratio decreased from 9.4 times to 9.3 times[25] - Subsequent to the reporting period, the company issued convertible notes with a principal amount of HK$33.8 million, which were fully converted into 75,000,000 conversion shares, raising net proceeds of approximately HK$33.3 million for general working capital, prepaid product business expansion, and cryptocurrency investments[38] Biographical Details of Directors and Senior Management This section provides detailed biographies of the company's board members and senior management, highlighting their professional experience and roles, reflecting the company's strategic shift - Mr. David Forrest Bailey, Mr. Fong Kin Hoi (Chairman), Mr. John Edwin Riggins (CEO), and Ms. Wong Fung Yee were appointed Executive Directors on February 12, 2025, all possessing extensive experience in the crypto industry[39][40][41][42] - Mr. Sit Hon was appointed Non-executive Director on March 14, 2025, while Mr. Chan Siu Ping, Ms. Ngan Yung Wai, and Mr. Wong Yun Pun were appointed Independent Non-executive Directors on the same day, bringing diverse professional backgrounds[43][44][45][46] - Mr. Jesse Austin Myers was appointed Chief Investment Officer effective June 11, 2025, Ms. Tsang Ka Yan was appointed Strategy Director, and Mr. Chan Ming Kee was appointed Chief Financial Officer, Company Secretary, and Authorized Representative[49][50] - Effective July 1, 2025, monthly director's fees for Executive and Non-executive Directors (including the Chairman and CEO) were adjusted, with CEO Mr. Riggins' annual salary set at US$200,000[47] Corporate Governance Report This report outlines the company's commitment and practices in corporate governance, ensuring compliance with the HKEX Corporate Governance Code, with a focus on board structure, director development, committee oversight, and risk management - The company complied with all applicable code provisions of the Corporate Governance Code throughout the year[53] - The Board comprises 4 Executive Directors, 1 Non-executive Director, and 3 Independent Non-executive Directors, with distinct roles for Chairman (Mr. Fong Kin Hoi) and Chief Executive Officer (Mr. John Edwin Riggins)[59][61] - All Independent Non-executive Directors have confirmed their independence and meet Listing Rules requirements[62] - All Directors participate in continuous professional development to update their knowledge and skills, receiving formal induction and relevant training[69][70] - The Board has established an Audit Committee, Remuneration Committee, Nomination Committee, and Environmental, Social and Governance Committee, each with specific written terms of reference[71] - The Board, through the Audit Committee, conducts an annual review of the Group's risk management and internal control systems, deeming them effective and adequate[98] - The company has adopted a Shareholder Communication Policy to ensure equal and timely access to company information for shareholders and investors, outlining procedures for convening extraordinary general meetings, making proposals, and inquiries[110][117] Directors' Report This Directors' Report provides an overview of business operations, financial results, key risks, and uncertainties for the year ended March 31, 2025, detailing board changes, shareholdings, share option schemes, related party transactions, and compliance - The Group primarily engages in the wholesale and retail of prepaid products[121] - Key risks include customer concentration (single largest customer accounts for approximately 10.4% of total sales) and supplier concentration (two major suppliers account for approximately 67.4% of total purchases)[124][125][141] - The Board declared and paid a special dividend of HK$0.05 per ordinary share on October 17, 2024, but does not recommend a final dividend for the current year[127][128] - As of March 31, 2025, the company's distributable reserves amounted to HK$65,674,000[138] - The Group made charitable donations of HK$30,000 during the year[139] - Directors' and Major Shareholders' Interests in Company Shares (as of March 31, 2025) | Director Name | Capacity | Number of Shares | Number of Related Shares | Total Interest | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. David Forrest Bailey | Controlled Corporation Interest | 95,563,800 | 25,500,000 | 121,063,800 | 30.27% | | Mr. Fong Kin Hoi | Controlled Corporation Interest | 92,774,880 | 24,750,000 | 117,524,880 | 29.38% | | Mr. Sit Hon | Controlled Corporation Interest | 92,753,100 | 24,750,000 | 117,503,100 | 29.38%