Corporate Restructuring and Governance - The Group successfully restructured in 2021, laying a solid foundation for future growth after months of collective effort from investors and management[6] - The restructuring process was successfully completed on November 1, 2021, resulting in the dismissal of a winding-up petition and the discharge of provisional liquidators[20] - Claims of old creditors amounting to approximately HK$4.4 billion were fully discharged during the restructuring[20] - The company is focusing on enhancing its corporate governance through the restructuring of its committees[14] - The company is committed to maintaining a diverse and experienced board to guide its strategic direction[14] - The changes in the board and committees are aimed at improving operational efficiency and decision-making processes[14] - The company has retired several directors as of September 28, 2021, indicating a shift in leadership[14] - The Audit Committee now includes Mr. Han Kam Leung, Ms. Ling Kit Sum Imma, and Dr. Tam Lai Fan Gloria, all appointed on October 29, 2021[14] - The Remuneration Committee has been restructured with new appointments effective from October 29, 2021[14] - The Nomination Committee has also seen new appointments, including Ms. Yeung Shuet Fan Pamela, effective from October 29, 2021[14] - The Board of Directors consists of 8 members, including 3 Independent Non-Executive Directors (INEDs), which meets the requirement of more than one-third as per Rule 3.10A of the Listing Rules[94] - The Company has adopted the Model Code for Securities Transactions by Directors, ensuring compliance throughout the reporting period[94] - The Company has ensured that Directors disclose their time commitments annually to confirm sufficient engagement with the Company's affairs[97] - The Company has maintained a structure where no Board members are related, ensuring objectivity in decision-making[94] - The Company has received confirmation of independence from all Independent Non-Executive Directors (INEDs) in accordance with Listing Rules[107] - The Board reviewed the Company's compliance with the Corporate Governance Code and applicable statutory requirements during the year[111] - The Company has developed, reviewed, and monitored its corporate governance policies and practices[110] Financial Performance - The Group's total assets were approximately HK$133 million, down from HK$1,418 million in 2021, representing a significant decrease[25] - Consolidated turnover for the year ended March 31, 2022, was HK$44 million, a 66.8% increase from HK$26 million in 2021[25] - The Group reported a consolidated net profit of HK$2.77 million for the year ended March 31, 2022, compared to a loss of HK$701,692 in 2021[25] - The Group recorded a consolidated net profit of HK$2,770 million for the year ended 31 March 2022, a significant increase from a net loss of HK$702 million in 2021, primarily due to a one-time net gain on restructuring of HK$3,218 million[28] - Basic earnings per share were HK$0.31 for the year ended 31 March 2022, compared to a loss of HK$0.38 in 2021; diluted earnings per share were HK$0.26, also an improvement from a loss of HK$0.38 in 2021[28] - The Group's current ratio improved to 1.57 in 2022 from 0.15 in 2021, indicating better liquidity management[25] - Cash and bank balances decreased to HK$68 million in 2022 from HK$399 million in 2021, reflecting tighter liquidity[25] - The Group did not have any financial instruments for hedging purposes, indicating a potential exposure to foreign exchange risks[25] - The independent auditor's report for the year ended March 31, 2022, removed the going concern opinion, suggesting improved financial stability[25] - The Group recorded an unaudited consolidated operating loss of approximately HK$27 million after excluding certain items for the year ended 31 March 2022[28] - Finance costs for the year ended 31 March 2022 were HK$381 million, down from HK$636 million in 2021, primarily due to interest accrued from defaults on borrowings[28] - Other income and gains decreased to HK$6 million for the year ended 31 March 2022, down from HK$13 million in 2021, mainly due to reduced government grants[28] Business Strategy and Market Expansion - The company aims to broaden its product offerings to meet customer needs, particularly in virtual assets and innovative features[7] - The company is focused on transforming into a technology-enabled financial service provider in the region[7] - The company is in advanced discussions to expand its brokerage product offerings to include new markets for equities, futures, options, ETFs, fixed income products, and OTC derivatives[62] - Two new funds are set to launch in the second half of 2022, one focusing on private companies in blockchain and metaverse infrastructure, and the other being a multi-strategy fund-of-funds[62] - The company plans to establish an insurance technology innovation center in the Greater Bay Area (GBA) in Q3 2022 to expand its high net worth customer network[62] - The company aims to prioritize acquiring professional investors, including family offices and high net worth individuals, in the second half of 2022[62] - The company plans to apply for QFII, QFLP, and MRF status in the near term to capture cross-border wealth management product demand[62] - The company is expanding its custodian services to include bonds and notes, with plans to extend capabilities to stocks in other markets and virtual assets (VA)[65] - The company is focusing on blockchain applications in finance, including payments and supply-chain financing[65] - The company has established a team of industry leaders with proven track records in developing blockchain-based systems for banking and insurance[65] Technology and Innovation - Significant investments are being made in IT infrastructure to enhance cybersecurity and develop an innovative client interface[8] - A "state of the art" service platform is expected to debut in the upcoming months, reflecting the company's commitment to technological advancement[8] - The company is developing a new trading interface to enhance product offerings and accommodate a broader clientele, including VA[65] - The company is investing in new technology development, with a budget allocation of $1 million for R&D initiatives[87] Human Resources and Management - The company appointed Mr. Lau Fu Wing as Chief Executive Officer effective from June 1, 2021[14] - The company appointed Dr. Cheng Chi-Kong as Chairman effective from October 29, 2021[14] - The company has assembled a team of approximately 100 internal staff, contractors, and partners across major cities including Hong Kong, Shanghai, and New York[65] - The Chief Executive Officer has over 20 years of experience in asset management and brokerage, previously holding executive positions in major financial firms[68] - The Group employed 68 staff members as of March 31, 2022, compared to 67 staff members in 2021[59] - The Company operates a defined contribution Mandatory Provident Fund retirement benefits scheme for its employees[59] ESG and Sustainability - The Group is committed to maintaining an effective risk management system to address environmental and social risks related to climate change and public health issues[187] - The Group has engaged Riskory Consultancy Limited as an independent ESG consultant to assist in preparing the ESG Report and provide related consultancy services[187] - The Group emphasizes the importance of ESG-related issues, which have significantly impacted sustainable business growth in recent years[187] - The Group has identified and prioritized 21 material ESG issues to enhance sustainability strategies and stakeholder engagement[191] - Employee health and safety, employment rights, and training are prioritized in the Group's employment practices to promote equality and diversity[195] - The Group is committed to green financing and ESG training for employees as part of its future strategy[189] Shareholder Communication and Corporate Policies - The corporate website facilitates effective communication with shareholders and provides timely access to financial and non-financial information[181] - The Company has adopted a dividend policy that considers financial performance, economic conditions, and future prospects for declaring dividends[181] - Shareholders may request the Board to convene an extraordinary general meeting by depositing a written requisition at the registered office[175] - The Company may elect any person to be a Director by ordinary resolution during general meetings[175] - A Shareholder may propose a person for election as a Director by lodging specific documents at the Company's principal place of business in Hong Kong[175]

Financial Reporting and Compliance - The interim financial information includes the condensed consolidated statement of financial position as of September 30, 2021, and the profit or loss statement for the six-month period ended[8]. - The company is required to prepare interim financial information in compliance with Hong Kong Accounting Standard 34, which governs interim financial reporting[8]. - The report indicates that the directors are responsible for the preparation and presentation of the interim financial information[9]. - The independent auditor was engaged to review the interim financial information but was unable to form a conclusion due to certain matters described in the report[9]. - The company operates under the regulations of the Stock Exchange of Hong Kong Limited, ensuring compliance with local financial reporting standards[8]. - The auditor's report highlights the importance of adherence to the relevant provisions of the listing rules[9]. - The Group's financial reporting is subject to compliance with Hong Kong Accounting Standards, specifically HKAS 34 for interim financial reporting[13]. - The Group's financial statements for the six months ended 30 September 2021 were reviewed but not audited, ensuring compliance with Hong Kong standards[79]. Financial Performance and Position - The Group reported accumulated losses of approximately HK$2,092,200,000 due to the deconsolidation of subsidiaries as of April 1, 2021[14]. - The Group's financial health is under scrutiny due to the significant accumulated losses and the inability to verify the financial status of deconsolidated subsidiaries[15]. - As of September 30, 2021, the Group had net current liabilities of approximately HK$4,088,793,000 and net liabilities of approximately HK$3,316,482,000[32]. - During the six months ended September 30, 2021, the Group incurred a loss attributable to ordinary equity holders of approximately HK$365,565,000[32]. - The Group's loss for the periods ended September 30, 2021, and 2020 may be significantly affected by the unresolved matters related to the deconsolidated subsidiaries[15]. - The accumulated losses reached HK$2,691,535,000 as of 30 September 2021, indicating significant financial strain[61]. - The total equity (net deficit) as of 30 September 2021 was HK$3,316,482,000, reflecting a decline from the previous period[61]. - The Group's financial position indicates significant uncertainties regarding its ability to continue operations[32]. Revenue and Profitability - Revenue for the six months ended September 30, 2021, was HK$29,726,000, a significant increase from HK$7,331,000 in the same period of 2020, representing a growth of 305%[47]. - Gross profit for the same period was HK$20,683,000, compared to HK$3,894,000 in 2020, indicating a gross profit margin improvement[47]. - Loss for the period was HK$365,565,000, slightly higher than the loss of HK$352,094,000 in the previous year, reflecting a 4% increase in losses[49]. - The adjusted loss before tax for the six months ended September 30, 2021, was HK$358,477,000, compared to a loss of HK$351,534,000 for the same period in 2020, indicating a slight increase in losses[130]. - Commission and brokerage income from securities and futures dealings rose to HK$9,843,000, up from HK$4,258,000, marking an increase of 131%[146]. - Placing, underwriting, and financial advisory fee income surged to HK$11,496,000 compared to HK$406,000, reflecting a growth of over 2,700%[146]. - Interest income on margin financing activities increased to HK$2,934,000 from HK$1,686,000, representing a growth of 74%[146]. Cash Flow and Liquidity - Net cash flows from operating activities for the six months ended 30 September 2021 amounted to HK$143,387,000, a significant improvement from a net cash outflow of HK$298,144,000 in the same period of 2020[67]. - Cash and cash equivalents at the end of the period increased to HK$437,394,000, compared to HK$156,366,000 at the end of the same period in 2020, reflecting a strong liquidity position[67]. - The company reported interest received of HK$142,280,000 for the six months ended 30 September 2021, compared to HK$2,420,000 in the previous year, indicating a substantial increase in income from interest[67]. - The company experienced a net cash outflow from financing activities of HK$105,217,000, a decrease from a net inflow of HK$305,391,000 in the same period of 2020, indicating changes in financing strategy[67]. Restructuring and Corporate Governance - The Company has completed the restructuring of indebtedness, which included the Subscription, the First Loan Conversion, and the ListCo Schemes becoming effective, resulting in certain indebtedness being relieved[89]. - The restructuring process included the transfer of deconsolidated subsidiaries to a new scheme as part of the asset management strategy[79]. - The Company is focused on preserving assets and managing its affairs during the restructuring process[80]. - The validity of the going concern assumption for the financial statements depends on the successful outcomes of the measures taken by the directors[90]. - The Company fulfilled all Resumption Conditions to the satisfaction of the Stock Exchange on 1 November 2021, leading to the resumption of trading at 9:00 a.m. on the same day[94]. - The Group completed its restructuring on November 1, 2021, transferring all interests in Excluded Subsidiaries to the ListCo Schemes[99]. Management and Operational Changes - The resignation of senior management members contributed to the deconsolidation of subsidiaries, affecting the Group's control over their financial policies[14]. - The Group's operating performance has shown significant improvement following the onboarding of a new senior management team[86]. - The Group's business model integrates its capabilities with the expertise of the new senior management team, aiming to develop a full-fledged financial service and product provider[86]. - The Group is concurrently developing its technology capabilities in financial services ("TechFin") through proprietary engineering and strategic partnerships[86]. Investments and Impairments - The Group fully impaired its investments in associates amounting to HK$341,674,000 for the year ended 31 March 2020 due to insufficient financial information from the associates' management[19]. - The Group's investments in associates were fully impaired during the year ended 31 March 2020[188]. - The Group's investment in wealth management products from financial institutions in the PRC was deconsolidated since 1 April 2019 and transferred to the ListCo Schemes SchemeCo after the Restructuring[199]. - The Group conditionally agreed to sell a 12.17% shareholding interest in a securities company for RMB600,000,000 (approximately HK$711,128,000), which is at a discount of approximately 1.48% to the appraised value[194].

FREEMAN FINTECH CORPORATION LIMITED (Provisional Liquidators Appointed) 民眾金 融 科技控股有限公 司 （已委任臨時清盤人） (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） HK Stock Code 香港股份代號: 279 (Since 1988)（自1988年） 2020/2021 Annual Report 年 報 Contents 目錄 Page 頁次 | --- | --- | |------------------------------------------------|----------------------| | | | | Corporate Information | 公司資料 | | Management Discussion and Analysis | 管理層討論及分析 | | Biographical Details of Directors | 董事履歷詳情 | | Corporate Gover ...

FREEMAN FINTECH CORPORATION LIMITED 民眾金 融 科技控股有限公 司 （於開曼群島註冊成立之有限公司） (Incorporated in the Cayman Islands with limited liability) HK Stock Code 香港股份代號: 279 (Since 1988)（自1988年） FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH FREEMAN FINTECH ...