星太链集团(00399) - 2025 - 年度财报

Corporate Information Overview of Corporate Information This chapter provides fundamental company information, including board members, committee structures, registered office, principal place of business, share registrar, auditor, and principal bankers, noting significant changes in board composition during and after the reporting period - The company's board of directors underwent significant restructuring during and after the FY2025 reporting period, with changes in executive, non-executive, and independent non-executive directors, including the appointment of Mr. Yang Rong as the new Chairman on March 25, 2025[5][6] - The company's auditor is SFAI (HK) CPA Limited, and its principal banker is Bank of Communications Co, Ltd[10] Chairman's Statement Chairman's Statement The Chairman's Statement highlights the Group's commitment to strategic priorities amidst challenging operating conditions, noting delays in oral insulin commercialization due to clinical trial setbacks and active exploration of strategic investments in emerging technologies like blockchain and Web 3.0 for business diversification - The commercialization timeline for the core product, oral insulin (in Phase III clinical trials), has been further delayed to Q3 2028, primarily due to unexpected challenges in expanding sample size and introducing new hospitals[13][17] - The Group is actively exploring strategic investments in emerging technologies, particularly focusing on blockchain and Web 3.0, recognizing their disruptive potential across supply chain, healthcare, finance, and data security[14][19] - The Group is optimistic about the significant potential of the diabetes market in mainland China and plans to secure sufficient funding for the final development and commercialization phases of the oral insulin product through collaborations with research institutions, expanding clinical trial partners, and seeking strategic financing[15][16][18] Management Discussion and Analysis Business Review This fiscal year, the Group turned from profit to loss, primarily due to a significant impairment loss on intangible assets related to the oral insulin project, a substantial decline in beauty equipment trading revenue, and the postponement of the oral insulin commercialization timeline to Q3 2028 due to clinical trial setbacks, alongside the issuance and amendment of convertible bonds with a major shareholder Group Results This fiscal year, the Group's revenue significantly decreased by 68.3% year-on-year, primarily due to reduced beauty equipment and product trading, resulting in a shift from profit to loss mainly driven by an approximately HKD 297 million impairment loss on intangible assets | Metric | FY2025 (HKD) | FY2024 (HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. 2,091,000 | Approx. 6,593,000 | -68.3% | | (Loss) / Profit attributable to owners of the Company | Approx. (345,937,000) | Approx. 103,403,000 | Turned from profit to loss | - The primary reason for the shift from profit to loss was an approximately HKD 297 million impairment loss on intangible assets recorded this fiscal year[27][32] Research and Development Progress The commercialization timeline for the core oral insulin R&D project has been postponed from Q1 2026 to Q3 2028 due to challenges in clinical trial recruitment and sample size expansion, leading to an approximately HKD 297 million impairment loss on intangible assets due to this delay and a shift from in-house manufacturing to outsourcing, while the company secured capital support from a major shareholder and renewed its cooperation agreement with Tsinghua University until June 2027 - The commercialization timeline for oral insulin products has been delayed from Q1 2026 to Q3 2028 due to clinical trial progress challenges[36][37][39] - Due to commercialization delays and changes in production plans (shifting to subcontracted manufacturing to save startup costs), the company assessed the HKD 1.37 billion intangible assets under development, recognizing an impairment loss of approximately HKD 297 million[46][49] - To ensure project advancement, the Group committed to investing no less than HKD 12 million annually in product R&D starting April 2025, securing a major shareholder's capital support pledge to compensate for asset value loss if the product is not successfully commercialized by Q3 2028[47][48] - The Group's cooperation agreement with Tsinghua University for oral insulin products has been renewed, with the new term extending to June 30, 2027[50][54] Convertible Bonds Issued During the reporting period, the company agreed with major shareholder Dr. Mao Yumin to issue new convertible bonds totaling HKD 55.5 million to offset an equivalent amount of shareholder loans, while also amending terms for some existing convertible bonds held by Dr. Mao and his associates, including extending maturity dates to twenty years post-issuance and adjusting conversion prices, with these transactions completed on June 21, 2024 - The company issued new convertible bonds with a principal amount of HKD 55.5 million to major shareholder Dr. Mao Yumin, used to offset an equivalent amount of shareholder loans[51][52] - The company amended certain terms of the HKD 360 million outstanding convertible bonds held by major shareholder Dr. Mao and his associates, extending the maturity date for some bonds to twenty years after issuance and reducing the conversion price for others from HKD 0.40 to HKD 0.202[56][60][65] Prospects Despite challenges, the company remains optimistic about its prospects, continuing to advance the commercialization of oral insulin products with significant potential in the Chinese market, while also planning to expand into blockchain technology by developing infrastructure and key technologies to explore new business models and revenue streams for diversification - The company will continue to collaborate closely with Contract Research Organizations (CROs) and strengthen its project team to ensure the oral insulin R&D project completes commercialization as planned by Q3 2028[68][73] - The company plans to expand its business into the blockchain technology sector, focusing on the research and development of underlying infrastructure and key technologies to enhance transparency, security, and efficiency in digital and commercial transactions, seeking new growth opportunities[70][73] Financial Review As of March 31, 2025, the Group's bank and cash balances were approximately HKD 3.7 million, with total borrowings around HKD 1.049 billion, while the current ratio decreased from 0.03 to 0.01 and the debt-to-equity ratio increased from 0.77 to 0.98, indicating increased liquidity pressure and higher financial leverage, with no significant investments or asset pledges this fiscal year, and a total of 20 employees with decreased staff costs year-on-year | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Bank and Cash Balances | Approx. HKD 3.7 million | Approx. HKD 3.1 million | | Total Borrowings | Approx. HKD 1.0492 billion | Approx. HKD 1.0542 billion | | Current Ratio | 0.01 | 0.03 | | Debt-to-Equity Ratio | 0.98 | 0.77 | - As of March 31, 2025, the Group had 20 full-time employees, with total staff costs (including directors' emoluments) for the fiscal year approximately HKD 5.5 million, a decrease from HKD 6.1 million in the previous fiscal year[85][86][92] Management Profile Management Profile This chapter details the backgrounds and professional experiences of the company's executive, non-executive, independent non-executive directors, and senior management, notably highlighting new members like Dr. Long Fan and Dr. Wu Ming, whose deep academic and research backgrounds in computer science, system security, and blockchain align with the company's strategic expansion into blockchain technology - New Executive Director Dr. Long Fan holds a Ph.D. in Computer Science from MIT, with research interests in system security and blockchain, and is the founder and president of Conflux Research Institute[106][107] - New Executive Director Dr. Wu Ming holds a Ph.D. from the Institute of Computing Technology, Chinese Academy of Sciences, is the co-founder and CTO of Conflux Research Institute, and previously served as a Senior Researcher at Microsoft Research Asia[108][110][112] - New Executive Director Mr. Zhang Shen and Non-Executive Director Mr. Zhang Yi possess extensive experience in FinTech, blockchain technology integration, and software development, serving as CEO and CTO of Mercury Labs Pty Ltd, respectively[113][115] External Consultant Profile External Consultant Profile This chapter outlines the profile of Dr. Mao Yumin, the company's Chief Scientific Advisor and Honorary Chairman, who, as a major shareholder, possesses extensive experience in bio- and genetic engineering, providing consulting services for the Group's gene testing products and other scientific technology R&D - Major shareholder Dr. Mao Yumin serves as Chief Scientific Advisor and Honorary Chairman, providing consulting services for the Group's gene testing products and other scientific research projects[134][135] Corporate Governance Report Corporate Governance Practices This report outlines the company's corporate governance structure and practices, noting compliance with most code provisions during the period, except for the non-separation of Chairman and CEO roles, and highlights the auditor's disclaimer of opinion on the company's going concern ability due to significant losses and net current liabilities, detailing management's mitigating plans Board of Directors and Committees This section describes the composition, responsibilities, and annual activities of the Board of Directors and its Remuneration, Nomination, and Audit Committees, noting the Board's oversight of financial performance and strategy, and the committees' roles in remuneration policies, director nominations, financial reporting review, and internal controls, while highlighting non-compliance with the code provision requiring separate roles for Chairman and CEO, with the CEO position remaining vacant - The company failed to comply with the corporate governance code provision requiring the separation of Chairman and Chief Executive Officer roles, with the CEO position remaining vacant as of the reporting date[152][153] - The Audit Committee held four meetings this fiscal year, reviewing annual and interim results, the effectiveness of risk management and internal control systems, and considering the re-appointment of external auditors[182][184] Auditor's Disclaimer of Opinion The auditor issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for this fiscal year, primarily due to significant uncertainties regarding the Group's going concern ability, evidenced by substantial losses, large net current liabilities, and net current liabilities, as management's mitigating plans (e.g., debt restructuring, new financing, cost control) are preliminary and lack definitive written agreements, preventing the auditor from obtaining sufficient evidence to assess their success or the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[190][363] - Key factors leading to the disclaimer include a fiscal year loss of approximately HKD 346 million, net current liabilities of approximately HKD 963 million, and a deficit attributable to owners of the company of approximately HKD 681 million as of March 31, 2025[193][364] - Management has formulated several plans to address liquidity issues, including convertible bond restructuring, new capital and financing initiatives (such as share placements and rights issues), and stringent cost control measures, supported by financial commitments from major shareholders[208][211] Report of the Directors Report of the Directors This report covers statutory disclosures including the company's principal activities, business review, key risks, financial position, share capital movements, directors' and major shareholders' interests, and connected transactions, noting no dividend proposals or share repurchases during the period, and highlighting significant interests of major shareholder Dr. Mao Yumin and his associates in convertible bond issuance and amendments, as well as his ongoing connected transactions as Chief Scientific Advisor - The Board does not recommend the payment of a final dividend for this fiscal year[270] | Shareholder Name | Capacity | Number of Shares / Relevant Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr. Mao Yumin | Beneficial Owner / Interest of Controlled Corporation | 1,804,955,947 (L) / 102,374,770 (L) | 99.05% / 5.62% | | Zhou Yaoting | Beneficial Owner | 364,355,000 (L) | 19.99% | - During and after the reporting period, the company engaged in multiple connected transactions with major shareholder Dr. Mao Yumin, including the issuance of HKD 55.5 million convertible bonds to offset shareholder loans and the amendment of terms for his existing convertible bonds[312][314] - The company has ongoing connected transactions with major shareholder Dr. Mao Yumin, engaging him as Chief Scientific Advisor with a monthly service fee of HKD 56,000, and the agreement has been renewed until 2025[325] Independent Auditor's Report Independent Auditor's Report Independent auditor SFAI (HK) CPA Limited issued a 'Disclaimer of Opinion' on the company's consolidated financial statements for the year ended March 31, 2025, primarily due to significant uncertainties related to going concern, including substantial group losses and large net current liabilities, as management's liquidity improvement plans are preliminary and lack sufficient supporting evidence, preventing the auditor from forming an opinion on the appropriateness of the going concern assumption - The auditor explicitly issued a 'Disclaimer of Opinion' as they were unable to form an audit opinion on the consolidated financial statements[363] - The basis for the disclaimer is a scope limitation related to the 'appropriateness of the going concern accounting basis,' specifically due to the Group incurring a loss of approximately HKD 346 million for the year ended March 31, 2025, along with net current liabilities of approximately HKD 963 million and a deficit attributable to owners of the company of approximately HKD 681 million[364][366] - Although management has formulated multiple plans to improve liquidity, the auditor could not obtain sufficient evidence to assess the likelihood of these plans' success or confirm the appropriateness of the going concern assumption, as their implementation is in preliminary stages and lacks supporting documentation like written agreements[372] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income This fiscal year, the Group's revenue was HKD 2.091 million, a 68.3% year-on-year decrease, resulting in an annual loss of HKD 570 million (compared to a HKD 98.707 million profit last fiscal year) due to an HKD 297 million intangible asset impairment loss and HKD 260 million in finance costs, with a loss attributable to owners of HKD 346 million and basic loss per share of 20.01 HK cents | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 2,091 | 6,593 | | Gross Profit | 188 | 840 | | Impairment Loss on Intangible Assets | (296,984) | — | | Finance Costs | (260,099) | (218,097) | | (Loss) / Profit for the Year | (570,346) | 98,707 | | (Loss) / Profit attributable to owners of the Company | (345,937) | 103,403 | | Basic (Loss) / Earnings Per Share (HK cents) | (20.01) | 6.77 | Consolidated Statement of Financial Position As of March 31, 2025, the Group's total assets were HKD 1.085 billion, total liabilities HKD 1.060 billion, and net assets significantly reduced to HKD 25.341 million, with net current liabilities expanding from HKD 382 million to HKD 963 million, indicating increased short-term solvency pressure, while intangible assets decreased from HKD 1.373 billion to HKD 1.076 billion due to impairment, and the deficit attributable to owners of the company expanded from HKD 612 million to HKD 681 million | Item (HKD thousands) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Non-current Assets (primarily Intangible Assets) | 1,076,240 | 1,373,224 | | Current Assets | 8,889 | 9,799 | | Current Liabilities | 972,065 | 391,601 | | Net Current Liabilities | (963,176) | (381,802) | | Non-current Liabilities | 87,723 | 671,991 | | Net Assets | 25,341 | 319,431 | | Deficit attributable to owners of the Company | (681,193) | (611,512) | Consolidated Statement of Cash Flows This fiscal year, the Group's net cash outflow from operating activities was HKD 10.555 million, largely consistent with HKD 8.279 million in the prior year, while financing activities generated a net cash inflow of HKD 11.19 million, primarily from loans from former associates and major shareholders, resulting in a net increase in cash and cash equivalents of HKD 0.635 million and an ending balance of HKD 3.703 million | Item (HKD thousands) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (10,555) | (8,279) | | Net Cash From Financing Activities | 11,190 | 10,321 | | Net Increase in Cash and Cash Equivalents | 635 | 2,042 | | Cash and Cash Equivalents at End of Period | 3,703 | 3,075 | Notes to the Consolidated Financial Statements This section provides detailed notes to the financial statements, explaining accounting policies, key judgments, and estimates, with highlights including a detailed discussion on the going concern assumption (Note 3), segment information (Note 6), specifics and assumptions of intangible asset impairment tests (Note 16), and terms, changes, and accounting treatment of convertible bonds (Note 22), offering crucial context for understanding the company's financial position, operating results, and auditor's opinion - Note 3 elaborates on management's rationale for preparing financial statements on a going concern basis despite significant uncertainties, listing various mitigating measures including shareholder financial support, debt restructuring, and new financing plans[428][429][434] - Note 16 discloses changes in key assumptions for the impairment test of oral insulin R&D intangible assets, including commercialization delayed to Q3 2028, discount rate increased from 26.78% to 31.53%, and gross margin reduced from 56% to 39%, directly leading to an HKD 297 million impairment loss[696][705][709] - Note 22 details the terms, changes, and accounting treatment of multiple convertible bonds issued by the company, noting significant term modifications to Convertible Bond One related to a major shareholder and the new issuance of Convertible Bond Six during and after the reporting period[750][761][815] Financial Summary Five-Year Financial Summary This chapter presents key performance and financial position data for the Group's past five fiscal years, showing a continuous decline in revenue since FY2021, significant fluctuations in profitability with the largest loss recorded in FY2025, and a consistent reduction in net assets over the past five years, indicating a weakening overall financial strength | Fiscal Year Ended March 31 (HKD thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,091 | 6,593 | 8,075 | 11,145 | 15,189 | | (Loss) / Profit for the Year | (570,346) | 98,707 | (254,671) | 36,431 | (212,155) | | Net Assets | 25,341 | 140,562 | 140,562 | 395,266 | 358,706 |