胡桃资本(00905) - 2025 - 年度业绩

Announcement Overview Purpose of Supplemental Announcement The company disclosed cryptocurrency transactions, acknowledging non-compliance with listing rules disclosure requirements - The company did not fully comply with listing rules regarding cryptocurrency acquisitions and disposals[3] - The Board noted that each of the acquisition and disposal transactions might constitute a major transaction for the company[3] Implications under Listing Rules Cryptocurrency transactions are major transactions under Listing Rule 14.07, exceeding 25% ratios, requiring reporting and shareholder approval - According to Listing Rule 14.07, one or more applicable percentage ratios for each transaction exceeded 25%[4] - Each transaction constitutes a major transaction for the company, subject to reporting, announcement, circular, and shareholder approval requirements under Chapter 14 of the Listing Rules[4] Cryptocurrency Transaction Details Acquisition The company acquired approximately 5.246 million USDT between December 11 and 18, 2024, for a total consideration of approximately US$5.255 million (HK$40.99 million), with the buyer identified as an independent third party - The company acquired USDT between December 11 and 18, 2024[6][7] USDT Acquisition Details | Date | Number of USDT | Consideration (US$) | | :--------------- | :------------ | :------------ | | December 11, 2024 | 586,354.954 | 587,296.26 | | December 12, 2024 | 2,163,854.858 | 2,167,803.71 | | December 18, 2024 | 2,496,255.620 | 2,500,000.00 | | Total | 5,246,465.432 | 5,255,099.97 | | | | (Equivalent to approximately HK$40,990,000) | - As the acquisition was conducted in the open market, the company is unaware of the buyer's identity, but the buyer and its ultimate beneficial owner(s), if any, are independent third parties[7] Disposal The company disposed of various cryptocurrencies, including Ethereum, Bitcoin, and Solana, from January 17 to March 11, 2025, for a total consideration of approximately US$4.375 million (HK$34.125 million), with the buyer identified as an independent third party - The company disposed of various cryptocurrencies between January 17 and March 11, 2025[8][9][10] Cryptocurrency Disposal Details | Type and Number of Cryptocurrency | Date | Consideration (USDT Amount) | Equivalent US$ | | :------------------- | :--------------- | :--------------- | :------------- | | 210.78897 Ethereum | January 17, 2025 | 750,000.00 | 750,000.00 | | 181.81818 Ethereum | February 7, 2025 | 500,000.00 | 500,000.00 | | 430.38365 Ethereum | February 4, 2025 | 1,300,000.00 | 1,300,000.00 | | Ethereum Subtotal | | 2,550,000.00 | 2,550,000.00 | | 2.02428 Bitcoin | February 24, 2025 | 192,499.45 | 192,499.45 | | 5.94947 Bitcoin | February 25, 2025 | 532,499.72 | 532,499.72 | | 2.75264 Bitcoin | February 28, 2025 | 250,000.00 | 250,000.00 | | 0.87553 Bitcoin | March 4, 2025 | 75,000.00 | 75,000.00 | | 0.92408 Bitcoin | March 11, 2025 | 75,000.00 | 75,000.00 | | Bitcoin Subtotal | | 1,124,999.17 | 1,124,999.17 | | 262.61812 Solana | February 7, 2025 | 49,947.39 | 49,947.39 | | 1,850.38277 Solana | February 16, 2025 | 349,999.78 | 349,999.78 | | 1,611.25046 Solana | February 21, 2025 | 300,000.20 | 300,000.20 | | Solana Subtotal | | 699,947.37 | 699,947.37 | | Total | | 4,374,946.54 | 4,374,946.54 | | | | | (Equivalent to approximately HK$34,124,583) | - As the disposal was conducted in the open market, the company is unaware of the buyer's identity, but the buyer and its ultimate beneficial owner(s), if any, are independent third parties[10] Relevant Information and Background USDT Information Tether (USDT) is a stablecoin pegged 1:1 to the US dollar, 100% backed by Tether reserves, ensuring price stability; Binance Holdings Limited is the custodian of the Group's USDT as of the announcement date - USDT is a Tether token, offering price stability, 1:1 redeemable with matching fiat currency, and 100% backed by Tether reserves[11] - As of the announcement date, Binance Holdings Limited is the custodian of the Group's USDT[12] Information on the Group The company's primary business is investment holding, with the Group mainly investing in listed and unlisted equity and debt securities, unlisted funds, and cryptocurrencies - The company's principal business is investment holding activities[13] - The Group primarily invests in listed and unlisted equity and debt securities, unlisted investment funds, and cryptocurrencies[13] Reasons for and Benefits of the Acquisitions and Disposals The company acquired USDT to facilitate its cryptocurrency transactions, funded by internal resources; initially, USDT was mistakenly treated as a cash equivalent rather than an investment, leading to non-compliance with Listing Rules - The company acquired USDT to facilitate its participation in cryptocurrency transactions, involving (a) acquiring USDT to purchase other cryptocurrencies and (b) converting proceeds from cryptocurrency disposals back into USDT[14] - The consideration was funded by the Group's internal resources[14] - As of May 31, 2025, the company held approximately 961,562.76 USDT (including accrued interest), representing about 4.38% of its unaudited consolidated net assets[14] - The company inadvertently treated USDT as a cash equivalent rather than an investment, leading to non-compliance with the Listing Rules[16] - As of June 30, 2024, the USDT acquired by the Group represented approximately 37% of the company's net assets[16] Compliance Issues and Remedial Actions Compliance Issues The company failed to comply with Listing Rule 21.04(3)(b) by mistakenly treating USDT as a cash equivalent rather than an investment, particularly when USDT holdings represented approximately 37% of net assets on June 30, 2024 - The company regrets its non-compliance with the Listing Rules, having considered the acquisition, holding, and disposal of USDT not to constitute transactions undertaken by the company[16] - The company inadvertently treated USDT as a cash equivalent, thus, under Listing Rule 21.04(3)(b), it did not consider the acquisition to be an investment by the company[16] - As of June 30, 2024, the USDT acquired by the Group represented approximately 37% of the company's net assets, exceeding the investment threshold under the Listing Rules[16] Remedial Actions The company acknowledged non-compliance and issued this announcement as an immediate remedy, planning future measures including designating accounting and investment committees to monitor cryptocurrency transactions, calculating compliance ratios, ensuring total cryptocurrency investment does not exceed 20% of net assets, and providing relevant training to directors and senior management - As an immediate remedial action, the company has acknowledged its non-compliance with the Listing Rules regarding the