香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 本 公 告 僅 供 參 考，並 不 構 成 收 購、購 買 或 認 購 本 公 司 任 何 證 券 的 邀 請 或 要 約。 ARTA TECHFIN CORPORATION LIMITED 裕承科金有限公司 （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） （股 份 代 號：279） 根據一般授權配售新股份 配售代理 華通證券國際有限公司 配售事項 董 事 會 宣 佈，於 二 零 二 五 年 八 月 二 十 九 日（交 易 時 段 後），本 公 司 與 配 售 代 理 訂 立 配 售 協 議，據 此，本 公 司 同 意 透 過 配 售 代 理 按 盡 力 基 準 以 配 售 價 每 股 配 售 股 份 港 幣0.690元向不少於六名承配人（彼 等 及 其 最 終 實 益 擁 ...

Core Viewpoint - Yonghe Intelligent Control's proposed change of control has been terminated due to the failure of the counterparty to fulfill payment obligations, marking the third failed attempt at a change of control since Cao Delin became the actual controller [1][2]. Group 1: Control Transfer Details - On August 5, 2023, Cao Delin signed a share transfer agreement to sell approximately 35.66 million shares (8% of total shares) to Hangzhou Runfeng for about 320 million yuan at a price of 8.9736 yuan per share [2]. - The agreement was automatically invalidated and terminated due to Hangzhou Runfeng's failure to pay the initial transfer amount of 20.0015 million yuan by the agreed deadline [2]. - The voting rights entrusted to Hangzhou Runfeng by Cao Delin and Xia Zuwang were also rendered void following the termination of the share transfer agreement [2]. Group 2: Historical Context of Control Changes - Yonghe Intelligent Control was established in 2003 and went public in April 2016, originally controlled by Ying Xueqing and Chen Xianyun [4]. - The first change of control occurred in November 2019 when Chengdu Meihua Shengxin Medical Technology became the indirect controlling shareholder, with Cao Delin becoming the new actual controller [4]. - In November 2022, Cao Delin planned to transfer all his shares (approximately 60.47 million shares, 19.58% of total shares) to Huzhou Hecheng Equity Investment, but the plan was terminated within a month [5]. Group 3: Financial Performance and Legal Issues - Yonghe Intelligent Control has faced declining financial performance, with revenues of 948 million yuan, 823 million yuan, and 149 million yuan for 2023, 2024, and Q1 2025 respectively, and net losses of 156 million yuan, 297 million yuan, and 20 million yuan for the same periods [7]. - The company anticipates a loss of 30 million to 56 million yuan in the first half of 2025, compared to a loss of 56.23 million yuan in the same period last year [7]. - The company has also disclosed ongoing litigation and arbitration matters totaling 64.83 million yuan, exceeding 10% of the latest net assets [7].

Core Viewpoint - The control transfer plan of Yonghe Intelligent Control (永和智控) has failed for the third time, as the buyer, Hangzhou Runfeng Intelligent Equipment Co., Ltd. (杭州润锋), did not make the agreed payment for the share transfer [4][11]. Group 1: Control Transfer Details - On August 6, Yonghe Intelligent Control announced that its controlling shareholder, Cao Delin, signed a share transfer agreement with Hangzhou Runfeng to sell 8% of the company's shares at a price of 8.9736 yuan per share, totaling approximately 320 million yuan [8]. - The agreement stipulated that Hangzhou Runfeng was to pay an initial amount of 20.015 million yuan to a designated account, but failed to do so, leading to the automatic invalidation of the agreement [4][11]. - The control change plan was initiated and terminated within a week, highlighting the rapid failure of the transaction [6]. Group 2: Financial Performance and Background - Yonghe Intelligent Control has faced declining revenues and increasing losses in recent years, with adjusted revenues of 990 million yuan, 948 million yuan, and 823 million yuan from 2022 to 2024, and net profits of -26 million yuan, -156 million yuan, and -297 million yuan respectively [17]. - As of the announcement date, Cao Delin and his associates held 46.732 million shares, accounting for 10.49% of the total share capital [11]. - Since taking control in 2019, Cao Delin has attempted to transfer control three times, all of which have failed, indicating ongoing challenges in the company's strategic direction and financial stability [12][13].

Core Viewpoint - Yonghe Intelligent Control (002795) is planning a change of control, with its stock price experiencing a strong surge recently [1] Group 1: Share Transfer Agreement - On August 5, Yonghe Intelligent Control announced that its controlling shareholder, Cao Deli, signed a share transfer agreement with Hangzhou Runfeng Intelligent Equipment Co., Ltd., transferring 35.66 million shares (8% of total shares) at approximately 8.97 yuan per share, totaling 320 million yuan [1] - Following the share transfer, the controlling shareholder will change from Cao Deli to Hangzhou Runfeng, and the actual controller will change to Sun Rongxiang [3] - The share transfer does not trigger a mandatory bid and is not considered a related party transaction, pending compliance confirmation from the Shenzhen Stock Exchange [3] Group 2: Previous Control Change Attempt - Two years prior, Yonghe Intelligent Control attempted to transfer control but ultimately failed [3] - In November 2023, Cao Deli signed a share transfer agreement with Guangdong Pule Green Energy Holdings Co., Ltd., proposing to transfer 59.30 million shares (13.3% of total shares) at approximately 8.9736 yuan per share, totaling 532 million yuan [4] - This transaction was later terminated due to significant changes in transaction conditions, with all related agreements being voided [4] Group 3: Company Background and Financial Performance - Yonghe Intelligent Control was founded in 2003 and listed on the Shenzhen Stock Exchange in April 2016, initially focusing on fluid control equipment [5] - The company expanded into medical business related to tumor precision radiation therapy in 2019 and became a controlling shareholder in a photovoltaic company in December 2022 [5] - For the first half of 2025, the company expects a net loss of 30 million to 56 million yuan, attributed to decreased revenue in the valve and pipe fittings business and high depreciation and labor costs, although the net profit attributable to the parent company has increased due to reduced losses in the photovoltaic sector [5]

ARTA TECHFIN CORPORATION LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 279) N O T I F I C AT I O N L E T T E R Dear Non-Registered Shareholders (Note 1) , ARTA TECHFIN CORPORATION LIMITED (the "Company") – Notice of Publication of Annual Report (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the website of The Stock Exchange of Hong Kong Limited ("HKEX") a ...

ARTA TECHFIN CORPORATION LIMITED (incorporated in the Cayman Islands with limited liability) (Stock Code: 279) N O T I F I C AT I O N L E T T E R 31 July 2025 Dear Registered Shareholders, ARTA TECHFIN CORPORATION LIMITED (the "Company") – Notice of Publication of Annual Report (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the website of The Stock Exchange of Hong Kong Limited ("HKEX") at ...

Contents | 2 | Corporate Information | 公司資料 | | --- | --- | --- | | 4 | Management Discussion and Analysis | 管理層討論及分析 | | 13 | Biographical Details of Directors | 董事履歷詳情 | | 18 | Corporate Governance Report | 企業管治報告 | | 38 | Environmental, Social and Governance Report | 環境、社會及管治報告 | | 71 | Report of the Directors | 董事會報告 | | 86 | Independent Auditor's Report | 獨立核數師報告 | | 96 | Consolidated Statement of Profi t or Loss | 綜合損益表 | | 98 | Consolidated Statement of Comprehensive Income | 綜合全面收入報表 | | 99 | Consol ...

Company Information and Report Statement [Report Statement and Company Profile](index=1&type=section&id=Report%20Statement%20and%20Company%20Profile) This is the annual results announcement of Arta TechFin Corporation Limited for the year ended March 31, 2025, issued by Hong Kong Exchanges and Clearing Limited - This is the audited consolidated results announcement of **Arta TechFin Corporation Limited** (Stock Code: 279) for the year ended March 31, 2025[2](index=2&type=chunk)[3](index=3&type=chunk) Consolidated Financial Statements [Consolidated Statement of Profit or Loss](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the year ended March 31, 2025, the company's revenue grew significantly, but a notable increase in operating expenses resulted in a narrowed loss for the year Key Data from Consolidated Statement of Profit or Loss (HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | 63,846 | 23,329 | 173.6% Increase | | Other income and net gains | 6,262 | 4,513 | 38.7% Increase | | Total revenue and other income and gains | 70,108 | 27,842 | 151.8% Increase | | Operating expenses | (105,611) | (78,417) | 34.7% Increase | | EBITDA | (35,503) | (50,575) | 29.7% Loss Narrowed | | Operating loss | (41,521) | (55,025) | 24.6% Loss Narrowed | | Loss before tax | (47,485) | (62,941) | 24.6% Loss Narrowed | | Loss for the year | (47,485) | (62,921) | 24.5% Loss Narrowed | | Loss for the year attributable to shareholders | (51,826) | (63,838) | 18.8% Loss Narrowed | [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) For the year ended March 31, 2025, the company's total comprehensive loss narrowed compared to the previous year, mainly due to a smaller loss for the year and no significant other comprehensive loss Key Data from Consolidated Statement of Comprehensive Income (HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss for the year | (47,485) | (62,921) | 24.5% Loss Narrowed | | Other comprehensive loss | – | (3,667) | 100% Loss Reduction | | Total comprehensive loss for the year | (47,485) | (66,588) | 28.7% Loss Narrowed | | Comprehensive loss attributable to shareholders | (51,826) | (67,505) | 23.2% Loss Narrowed | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the company's total assets, net current assets, and net assets all decreased, while current liabilities increased substantially, causing a significant drop in the current ratio Key Data from Consolidated Statement of Financial Position (HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total non-current assets | 34,816 | 29,071 | 19.8% Increase | | Total current assets | 66,881 | 101,805 | 34.3% Decrease | | Total current liabilities | 66,199 | 13,641 | 385.3% Increase | | Net current assets | 682 | 88,164 | 99.2% Decrease | | Net assets | 29,444 | 76,829 | 61.7% Decrease | | Total equity | 29,444 | 76,829 | 61.7% Decrease | Notes to the Financial Statements [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong GAAP, and the Companies Ordinance, primarily using the historical cost basis - The financial statements are presented in Hong Kong dollars, and all values are rounded to the nearest thousand[10](index=10&type=chunk) [Changes in Accounting Policies and Disclosures](index=6&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) The Group has applied certain amendments to HKFRS for the first time, but these had no material impact on the financial performance and position for the current or prior years - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[11](index=11&type=chunk) [Operating Segment Information](index=6&type=section&id=Operating%20Segment%20Information) The Group is organized into five reportable operating segments: Global Markets, Asset Management, Insurance Brokerage, Investment, and Wealth Management and Advisory Services - The Chief Operating Decision-Maker (the Company's directors) is responsible for allocating resources and assessing the performance of the operating segments[14](index=14&type=chunk) - Segment results are evaluated based on adjusted profit/(loss) before tax, excluding certain income and expense items[14](index=14&type=chunk) [Segment Description](index=6&type=section&id=Segment%20Description) The Group's operating segments include Global Markets, Asset Management, Insurance Brokerage, Investment, and Wealth Management and Advisory Services - The Global Markets business covers securities and futures brokerage, margin financing, placing, underwriting, and M&A advisory services[13](index=13&type=chunk) - The Asset Management business provides investment advisory, external asset management, portfolio management, fund incubation, and trade execution[13](index=13&type=chunk) - The **Investment** business and the **Wealth Management and Advisory Services** business are newly established operating segments during the year[12](index=12&type=chunk)[13](index=13&type=chunk) [Segment Revenue and Results (2025)](index=7&type=section&id=Segment%20Revenue%20and%20Results%20(2025)) In fiscal year 2025, the Wealth Management & Advisory and Insurance Brokerage businesses contributed most of the external revenue, while two segments recorded losses FY2025 Segment Revenue and Results (HK$'000) | Segment | Revenue from External Customers | Segment Results | | :--- | :--- | :--- | | Global Markets | 3,328 | (8,639) | | Asset Management | 9,938 | 5,204 | | Insurance Brokerage | 18,777 | 661 | | Investment | 3,834 | 4,430 | | Wealth Management and Advisory Services | 27,969 | (1,619) | | **Total** | **63,846** | **37** | [Segment Revenue and Results (2024)](index=8&type=section&id=Segment%20Revenue%20and%20Results%20(2024)) In fiscal year 2024, the Asset Management and Global Markets businesses were the main sources of revenue, with Asset Management contributing the majority of segment results FY2024 Segment Revenue and Results (HK$'000) | Segment | Revenue from External Customers | Segment Results | | :--- | :--- | :--- | | Global Markets | 9,967 | (1,055) | | Asset Management | 12,265 | 6,137 | | Insurance Brokerage | 1,097 | 698 | | **Total** | **23,329** | **5,780** | [Geographical Information](index=9&type=section&id=Geographical%20Information) The Group's revenue from external customers and non-current assets (excluding financial instruments) are primarily located in Hong Kong - In 2025 and 2024, **all revenue from external customers** was derived from Hong Kong[19](index=19&type=chunk) - In 2025 and 2024, **all non-current assets** (excluding financial instruments) were located in Hong Kong[20](index=20&type=chunk) [Information about Major Customers](index=9&type=section&id=Information%20about%20Major%20Customers) In fiscal year 2025, Customers A, B, and C became major customers, while Customers D and E were the major customers in fiscal year 2024 Revenue from Major Customers (HK$'000) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 15,038 | – | | Customer B | 8,338 | – | | Customer C | 8,044 | – | | Customer D | – | 10,140 | | Customer E | – | 3,450 | - In fiscal year 2025, revenue from Customer A was entirely from the Wealth Management and Advisory Services business, while revenue from Customers B and C was entirely from the Insurance Brokerage business[21](index=21&type=chunk) [Revenue, Other Income and Net Gains](index=10&type=section&id=Revenue%2C%20Other%20Income%20and%20Net%20Gains) In fiscal year 2025, total revenue increased significantly, driven by new business segments, while other income and net gains also rose Analysis of Revenue, Other Income and Net Gains (HK$'000) | Revenue Source | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Placing and underwriting income | 1,301 | 9,630 | 86.5% Decrease | | Commission and brokerage income from securities and futures dealing | 1,560 | 305 | 411.5% Increase | | Insurance brokerage income | 18,777 | 1,097 | 1611.7% Increase | | Asset management and advisory fee income | 10,403 | 12,265 | 15.2% Decrease | | Wealth management and advisory services income | 27,969 | – | N/A | | Interest income from investments | 3,834 | – | N/A | | **Total Revenue** | **63,846** | **23,329** | **173.7% Increase** | | Total other income and net gains | 6,262 | 4,513 | 38.7% Increase | - Other income primarily includes a waiver of information technology and maintenance expenses of **HK$4,352,000** from a service provider[23](index=23&type=chunk) [Components of Loss Before Tax](index=11&type=section&id=Components%20of%20Loss%20Before%20Tax) In fiscal year 2025, key expense items such as employee benefits, depreciation, and amortization changed, with a new impairment loss on intangible assets recorded Key Components of Loss Before Tax (HK$'000) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Employee benefit expenses | 26,498 | 30,052 | 11.8% Decrease | | Auditor's remuneration | 1,514 | 1,692 | 10.5% Decrease | | Depreciation – property, plant and equipment | 2,329 | 2,100 | 10.9% Increase | | Depreciation – right-of-use assets | 3,012 | 2,150 | 40.1% Increase | | Amortisation | 677 | 200 | 238.5% Increase | | Provision for impairment loss on loans receivable | – | 1,338 | 100% Decrease | | Net provision for impairment loss on trade receivables | 229 | 322 | 28.9% Decrease | | Impairment loss on intangible assets | 1,397 | – | N/A | [Finance Costs](index=11&type=section&id=Finance%20Costs) Total finance costs for fiscal year 2025 amounted to HK$5,964,000, a decrease from 2024, primarily consisting of interest on borrowings and lease liabilities Finance Costs (HK$'000) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Interest on borrowings | 5,244 | 7,758 | 32.4% Decrease | | Interest on lease liabilities | 720 | 158 | 355.7% Increase | | **Total** | **5,964** | **7,916** | **24.7% Decrease** | - Interest on borrowings includes imputed interest on convertible bonds of **HK$5,244,000** (2024: HK$4,206,000)[24](index=24&type=chunk) [Income Tax Credit](index=11&type=section&id=Income%20Tax%20Credit) The Group had no income tax credit in fiscal year 2025, compared to a credit of HK$20,000 in fiscal year 2024 Income Tax Credit (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Overprovision in prior years – Hong Kong | – | 1 | | Deferred tax – reversal of temporary differences | – | 19 | | **Total income tax credit for the year** | **–** | **20** | [Loss Per Share Attributable to Shareholders](index=12&type=section&id=Loss%20Per%20Share%20Attributable%20to%20Shareholders) For the year ended March 31, 2025, both basic and diluted loss per share were HK$0.3 cents, remaining unchanged from the previous year despite a narrower loss attributable to shareholders - Loss for the year attributable to shareholders was **HK$51,826,000** (2024: HK$63,838,000)[26](index=26&type=chunk)[28](index=28&type=chunk) - The weighted average number of ordinary shares in issue was **19,842,667,311** (2024: 19,143,179,880)[26](index=26&type=chunk)[27](index=27&type=chunk) [Basic Loss Per Share](index=12&type=section&id=Basic%20Loss%20Per%20Share) The basic loss per share was calculated based on the loss attributable to shareholders and the weighted average number of ordinary shares, resulting in HK$0.3 cents for 2025 - The basic loss per share for 2025 was **HK$0.3 cents**[4](index=4&type=chunk) [Diluted Loss Per Share](index=12&type=section&id=Diluted%20Loss%20Per%20Share) The diluted loss per share was the same as the basic loss per share because the unexercised convertible instruments had an anti-dilutive effect - The diluted loss per share for 2025 was **HK$0.3 cents**[4](index=4&type=chunk) - Unexercised convertible instruments were not included in the calculation of diluted loss per share due to their **anti-dilutive effect**[28](index=28&type=chunk) [Dividend](index=12&type=section&id=Dividend) The Board does not recommend the payment of a dividend for the year ended March 31, 2025, consistent with the prior year - **No final dividend** will be paid for fiscal year 2025[29](index=29&type=chunk) [Loans Receivable](index=13&type=section&id=Loans%20Receivable) In fiscal year 2025, all loans receivable were settled with no impairment loss provision, whereas in 2024, there was a HK$5,000,000 loan receivable, of which HK$1,813,000 was written off Loans Receivable (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loans receivable | – | 5,000 | | Less: Provision for impairment loss | – | – | | **Total** | **–** | **5,000** | - The loans receivable as of March 31, 2024, were unsecured, bore interest at 9% per annum, and were **fully settled** during fiscal year 2025[30](index=30&type=chunk) - In fiscal year 2024, irrecoverable loans receivable of approximately **HK$1,813,000** were written off[31](index=31&type=chunk) [Trade Receivables](index=14&type=section&id=Trade%20Receivables) In fiscal year 2025, total trade receivables increased significantly, primarily from the Insurance Brokerage and Wealth Management segments, with a substantial rise in receivables aged over one year Composition of Trade Receivables (HK$'000) | Business Segment | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Global Markets | 117 | 334 | 65.0% Decrease | | Asset Management | 1,915 | 2,398 | 20.1% Decrease | | Insurance Brokerage | 2,767 | 571 | 384.6% Increase | | Wealth Management and Advisory Services | 852 | – | N/A | | **Total (before provision)** | **5,651** | **3,303** | **71.1% Increase** | Ageing Analysis of Trade Receivables (HK$'000) | Ageing | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Within 90 days | 4,033 | 3,094 | 30.3% Increase | | 91 to 180 days | 105 | 81 | 29.6% Increase | | 181 to 365 days | 200 | 30 | 566.7% Increase | | Over 1 year | 1,313 | 98 | 1240% Increase | | **Total** | **5,651** | **3,303** | **71.1% Increase** | - The provision for impairment loss on trade receivables increased to **HK$557,000** in fiscal year 2025 (2024: HK$328,000)[36](index=36&type=chunk) [Trade Payables](index=15&type=section&id=Trade%20Payables) As of March 31, 2025 and 2024, all trade payables were aged within 90 days - Trade payables increased significantly to **HK$11,057,000** in 2025 from HK$2,100,000 in 2024[8](index=8&type=chunk) [Other Payables and Accrued Charges](index=15&type=section&id=Other%20Payables%20and%20Accrued%20Charges) In fiscal year 2025, total other payables and accrued charges increased slightly and included a non-current portion of HK$750,000 that is unsecured and interest-free Other Payables and Accrued Charges (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Other payables and accrued charges | 12,189 | 11,541 | | Current portion | 11,439 | 11,541 | | Non-current portion | 750 | – | - The non-current portion of **HK$750,000** is unsecured, interest-free, and repayable on April 1, 2026[38](index=38&type=chunk) [Borrowings](index=15&type=section&id=Borrowings) In fiscal year 2025, the carrying amount of the liability component of convertible bonds increased to HK$39,908,000, was reclassified as a current liability, and was fully settled after the reporting period Borrowings (Convertible Bonds) (HK$'000) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current borrowings – convertible bonds | 39,908 | – | | Non-current borrowings – convertible bonds | – | 37,864 | | **Total** | **39,908** | **37,864** | - The convertible bonds have a principal amount of **HK$40,000,000**, bear interest at 8% per annum, have an effective interest rate of 13.29%, and mature on May 30, 2025[40](index=40&type=chunk) - As of March 31, 2025, the carrying amount of the liability component of the convertible bonds was **HK$39,908,000**, and the equity component was HK$3,942,000[41](index=41&type=chunk)[43](index=43&type=chunk) Management Discussion and Analysis [Liquidity, Financial Resources and Capital Structure](index=17&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2025, the Group's total assets, net current assets, and net assets decreased, while the gearing ratio rose significantly to 135.5% and the current ratio fell sharply to 1 Key Liquidity and Capital Structure Data (HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total assets | 102,000 | 131,000 | 22.2% Decrease | | Net current assets | 700 | 88,000 | 99.2% Decrease | | Net assets | 29,000 | 77,000 | 62.4% Decrease | | Cash and bank balances | 55,000 | 90,000 | 38.9% Decrease | | Current ratio | 1 | 7.46 | 86.6% Decrease | | Gearing ratio | 135.5% | 49.3% | 174.8% Increase | - Borrowing costs in fiscal year 2025 were approximately **HK$6,000,000**, a decrease of 24.7% from 2024[45](index=45&type=chunk) - The Group has limited foreign exchange risk due to the HKD-USD peg and holds no hedging financial instruments[45](index=45&type=chunk) [Financial Performance](index=17&type=section&id=Financial%20Performance) In fiscal year 2025, the Group's consolidated revenue grew by 174% and the consolidated net loss narrowed by 25%, driven by higher revenue and lower employee and IT expenses Key Financial Performance Data (HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Consolidated turnover | 63,846 | 23,329 | 174% Increase | | Operating expenses | 105,611 | 78,417 | 35% Increase | | Consolidated net loss | 47,485 | 62,921 | 25% Decrease | - The growth in consolidated revenue was mainly driven by significant improvements in the **Insurance Brokerage, Investment, and Wealth Management and Advisory Services** businesses[46](index=46&type=chunk) - The increase in operating expenses was primarily due to collaboration with external consultants to expand the Insurance Brokerage and Wealth Management businesses[47](index=47&type=chunk) - The consolidated net loss attributable to shareholders decreased to approximately **HK$52,000,000** (2024: HK$64,000,000)[48](index=48&type=chunk) [Final Dividend](index=18&type=section&id=Final%20Dividend) The Board does not recommend the payment of a final dividend for the year ended March 31, 2025 - **No final dividend** will be paid for fiscal year 2025[49](index=49&type=chunk) Business Review [Overall Business Performance](index=18&type=section&id=Overall%20Business%20Performance) Despite macroeconomic instability and a sluggish Hong Kong stock market, the Group improved its overall operating performance through new business strategies and strict cost control - The addition of new talent, client development, and product expansion have enhanced confidence in the Group's prospects[50](index=50&type=chunk) [Segment Revenue Overview](index=19&type=section&id=Segment%20Revenue%20Overview) Total revenue for fiscal year 2025 grew by 174%, driven by significant growth in the Insurance Brokerage, Investment, and Wealth Management businesses Segment Revenue Overview (HK$'000) | Segment Revenue | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Global Markets | 3,328 | 9,967 | 67% Decrease | | Asset Management | 9,938 | 12,265 | 19% Decrease | | Insurance Brokerage | 18,777 | 1,097 | 1612% Increase | | Investment | 3,834 | – | N/A | | Wealth Management and Advisory Services | 27,969 | – | N/A | | **Total Revenue** | **63,846** | **23,329** | **174% Increase** | [Global Markets Business](index=19&type=section&id=Global%20Markets%20Business) In fiscal year 2025, revenue from the Global Markets business declined by 67% due to the sluggish Hong Kong stock market, but the Group continued to expand its regulated digital asset business - Revenue decreased to approximately **HK$3,300,000** (2024: approximately HK$10,000,000)[52](index=52&type=chunk) - Successfully developed a series of new cash-settled financial products linked to digital assets, including futures, options, and structured products[52](index=52&type=chunk) - Became the **exclusive distributor in Hong Kong** for digital asset structured products from Enhanced Digital Group UK Limited[52](index=52&type=chunk) [Asset Management Business](index=19&type=section&id=Asset%20Management%20Business) In fiscal year 2025, revenue from the Asset Management business decreased by 19% due to global macroeconomic instability, but the Group actively expanded its client base in Mainland China - Revenue decreased to approximately **HK$9,900,000** (2024: approximately HK$12,300,000)[53](index=53&type=chunk) - Hosted multiple client events and roadshows in Hong Kong to showcase investment solutions to potential high-net-worth clients[54](index=54&type=chunk) - Provides fund incubation services through strategic partnerships with renowned industry veterans and organisations[54](index=54&type=chunk) [Insurance Brokerage Business](index=20&type=section&id=Insurance%20Brokerage%20Business) In fiscal year 2025, revenue from the Insurance Brokerage business surged by 1612% to approximately HK$18,800,000 due to increased demand for insurance products - Revenue surged to approximately **HK$18,800,000** (2024: approximately HK$1,100,000)[55](index=55&type=chunk) - Insurance products provide clients with diversified asset allocation to mitigate risks[55](index=55&type=chunk) [Investment Business](index=20&type=section&id=Investment%20Business) In fiscal year 2025, the Group established an Investment business, which recorded revenue of approximately HK$3,800,000, primarily from interest income on a low-risk and high-liquidity portfolio - The Investment business is a **new segment** this year, with revenue of approximately **HK$3,800,000**[56](index=56&type=chunk) [Wealth Management and Advisory Services Business](index=20&type=section&id=Wealth%20Management%20and%20Advisory%20Services%20Business) In fiscal year 2025, the Group established a Wealth Management and Advisory Services business, which recorded revenue of approximately HK$28,000,000 by providing customized services - The Wealth Management and Advisory Services business is a **new segment** this year, with revenue of approximately **HK$28,000,000**[57](index=57&type=chunk) Other Important Matters [Significant Investments](index=20&type=section&id=Significant%20Investments) As of March 31, 2025, the Group did not have any significant investments accounting for more than 5% of its total assets - The Group had **no significant investments** at the end of the reporting period[58](index=58&type=chunk) [Events After the Reporting Period](index=20&type=section&id=Events%20After%20the%20Reporting%20Period) After the reporting period, the Company secured a perpetual shareholder loan facility of up to HK$40,800,000 from its direct holding company, and the convertible bonds were fully settled - Obtained an unsecured term loan facility of up to **HK$40,800,000** from its direct holding company at an annual interest rate of 6.5%[59](index=59&type=chunk) - The convertible bonds were **fully settled** after the reporting period[42](index=42&type=chunk) [Contingent Liabilities](index=21&type=section&id=Contingent%20Liabilities) As of March 31, 2025, the Group did not have any other significant contingent liabilities - The Group had **no significant contingent liabilities** at the end of the reporting period[61](index=61&type=chunk) [Capital Commitments](index=21&type=section&id=Capital%20Commitments) As of March 31, 2025, the Group did not have any significant capital commitments - The Group had **no significant capital commitments** at the end of the reporting period[62](index=62&type=chunk) [Material Acquisitions/Disposals](index=21&type=section&id=Material%20Acquisitions%2FDisposals) During fiscal year 2025, the Group had no material investments, acquisitions, or disposals of subsidiaries and associates - The Group had **no material investments, acquisitions, or disposals** in fiscal year 2025[63](index=63&type=chunk) [Employee Remuneration Policy and Retirement Benefit Scheme](index=21&type=section&id=Employee%20Remuneration%20Policy%20and%20Retirement%20Benefit%20Scheme) As of March 31, 2025, the Group's number of employees increased to 32, while employee costs decreased, and remuneration policies are reviewed regularly Employee Information (Number of persons/HK$'000) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | 32 | 25 | 28% Increase | | Employee costs | 32,000 | 39,000 | 17.9% Decrease | - The Company has adopted a share option scheme and established a Mandatory Provident Fund retirement benefits scheme for its employees[64](index=64&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=21&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the year, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities - The Company and its subsidiaries did not purchase, redeem, or sell any of the Company's listed securities during the year[65](index=65&type=chunk) Corporate Governance [Audit Committee](index=21&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive Directors, has reviewed the Group's accounting principles, internal controls, and financial reporting matters - The Audit Committee consists of three independent non-executive Directors: **Ms Ling Kit Sum, Katherine, Professor Peng Qian, and Mr Zhang Guang**[66](index=66&type=chunk) - The auditor, **BDO Limited**, has agreed the figures in this preliminary announcement to the Group's audited consolidated financial statements[67](index=67&type=chunk) [Corporate Governance Practices](index=22&type=section&id=Corporate%20Governance%20Practices) The Company has adopted the Corporate Governance Code and complied with all code provisions during the reporting period, with one exception regarding the Chairman's attendance at the AGM - The Chairman, Dr Cheng, was unable to attend the AGM on September 23, 2024, due to other business commitments[68](index=68&type=chunk) - The CEO and Executive Director, Mr Hui Hao, chaired the AGM and answered questions along with other Board members[68](index=68&type=chunk) [Directors' Securities Transactions](index=22&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted the Model Code for Securities Transactions by Directors and confirmed that all Directors have complied with this code during the reporting period - **All Directors complied** with the required standard of the Model Code for Securities Transactions by Directors during the reporting period[69](index=69&type=chunk) [Annual General Meeting](index=22&type=section&id=Annual%20General%20Meeting) The Company will publish and dispatch a notice of the Annual General Meeting to shareholders in due course - The notice of the Annual General Meeting will be published in due course[70](index=70&type=chunk) [Publication of Annual Report and Board Members](index=23&type=section&id=Publication%20of%20Annual%20Report%20and%20Board%20Members) This annual results announcement is published on the websites of the Stock Exchange and the Company, and the annual report will be dispatched to shareholders in due course - This announcement is published on the HKEX website (https://www.hkex.com.hk) and the Company's website (https://www.artatechfin.com)[71](index=71&type=chunk) - The Board of Directors includes Chairman Dr Cheng Chi-Kong, Adrian, CEO Mr Hui Hao, CFO Ms Li Chuchu, and Independent Non-executive Directors Ms Ling Kit Sum, Katherine, Mr Zhang Guang, and Professor Peng Qian[73](index=73&type=chunk)

Revenue Performance - Revenue from the insurance brokerage business surged by 1,200.0% to approximately HK$2.6 million from approximately HK$0.2 million during the corresponding period in 2023[2]. - Revenue for the six months ended September 30, 2024, increased to HK$20,377,000, representing a 227.6% increase compared to HK$6,221,000 in the same period of 2023[116]. - The total segment revenue from external customers for the insurance brokerage business was HK$2,583,000, while the wealth management and consultancy services generated HK$6,485,000[183]. - The asset management and consultancy services business saw substantial revenue growth, with increases of 2,307.5% and 976.3%, respectively[123]. - The company reported a significant increase in revenue and other income of approximately HK$13,000,000 due to improved performance in asset management and wealth management services[122]. Financial Position - As of 30 September 2024, the Group's total assets were approximately HK$119 million, with a minority investment in GFO-X representing approximately 0.21% of total assets[4]. - Total non-current liabilities decreased from HK$40,406,000 as of March 31, 2024, to HK$7,453,000 as of September 30, 2024[52]. - Net assets decreased from HK$76,829,000 as of March 31, 2024, to HK$57,532,000 as of September 30, 2024[52]. - Total current assets decreased from HK$101,805,000 as of March 31, 2024, to HK$81,858,000 as of September 30, 2024[63]. - The Group reported shareholders' funds of approximately HK$58 million as of 30 September 2024, down from HK$77 million as of 31 March 2024[167]. Loss and Expenses - The company reported a loss of HK$348,924,000 for the period ending September 30, 2024[56]. - The net loss for the period was approximately HK$19,397,000, a significant improvement from a net loss of HK$47,034,000 in the same period of 2023[122]. - The Group's loss before tax for the six months ended 30 September 2024 was HK$19,397,000, reflecting the financial challenges faced during this period[183]. - Employee benefit expenses decreased by approximately HK$8,608,000, from HK$22,343,000 in 2023 to HK$13,735,000 in 2024[116]. - Interest on borrowings decreased significantly to HK$2,595,000 for the six months ended 30 September 2024, compared to HK$4,803,000 in 2023, indicating a reduction of approximately 46.0%[191]. Strategic Initiatives - The company plans to cautiously allocate resources and execute stable operational strategies to improve business performance amid the ongoing market recovery in Hong Kong[7]. - The company is focusing on enhancing its financial position and reducing losses as part of its strategic initiatives for future growth[101]. - The company is focusing on diversifying product and service offerings and optimizing middle and back office operations to enhance long-term strategic development[126]. - The company aims to leverage its financial improvements to explore potential market expansions and new product developments in the future[101]. - The company plans to proactively review its performance and adapt to changing environments to achieve optimal risk-adjusted investment returns[126]. Corporate Governance and Compliance - The Company has complied with all applicable provisions of the Corporate Governance Code throughout the Period, except for provision F.2.2[34]. - The Audit Committee reviewed the Company's unaudited interim results for the Period, which have not been audited[33]. - The Company confirmed that all Directors have complied with the Model Code regarding securities transactions throughout the Period[34]. - The interim financial information has been reviewed and found to be in compliance with HKAS 34, ensuring the accuracy of the financial statements[112]. - The review of interim financial information was conducted by Crowe (HK) CPA Limited, ensuring an independent assessment of the financial data[113]. Market Conditions - Market conditions have been adversely affected by rising interest rates and a slower than expected recovery in the financial services and insurance sectors[43]. - The company is prepared to seize opportunities arising from the recovery of the Hong Kong market and declining interest rates[7]. - The Group's financial position and performance have not been materially impacted by the application of recent amendments to HKFRSs[151]. - The Group's investment business segment engages in low-risk and high liquidity investment portfolios and proprietary trading[154]. - The Group's efforts in expanding its client base and revenue streams have significantly contributed to its performance during the reporting period[147].

Financial Performance - The company reported revenue of HKD 20,601,000 for the six months ended September 30, 2024, a significant increase from HKD 7,246,000 in the same period last year, representing an increase of approximately 184.5%[2] - The company recorded a loss of HKD 19,397,000 for the current period, a substantial improvement compared to a loss of HKD 47,034,000 in the previous year, indicating a decrease in losses by approximately 58.8%[6] - The basic and diluted loss per share improved to HKD 0.11 from HKD 0.25 year-over-year, showing a reduction in loss per share by 56%[4] - The consolidated net loss for the period was approximately HKD 19,397,000, a significant reduction from HKD 47,034,000 in the previous year, reflecting improved performance in asset management and insurance[81] - Total revenue for the six months ended September 30, 2024, was HKD 20,377,000, representing an increase of 227.6% compared to HKD 6,221,000 in the same period last year[87] Operating Expenses - Operating expenses decreased to HKD 34,390,000 from HKD 47,197,000 year-over-year, reflecting a reduction of about 27.1%[4] - The company has made significant reductions in employee benefits expenses, which decreased from HKD 22,343,000 to HKD 13,735,000, a reduction of about 38.7%[4] - Employee benefit expenses for the period amounted to approximately HKD 14,000,000, down from HKD 22,000,000 in the previous year[82] - The company’s employee benefits expenses (excluding directors' remuneration) were HKD 11,946,000 for the six months ended September 30, 2024, down from HKD 16,296,000 in the same period of 2023, reflecting a decrease of approximately 27%[40] Asset Management and Revenue Segments - Asset management revenue was HKD 5,152,000 for the six months ended September 30, 2024, while insurance brokerage revenue was HKD 2,583,000, indicating significant contributions from these segments[32] - The global market business revenue decreased by 55.1% to HKD 2,592,000 from approximately HKD 5,767,000 in the previous year[87] - Asset management business revenue surged by 2,307.5% to approximately HKD 5,152,000 from HKD 214,000 in the same period last year[87] - Insurance brokerage business revenue increased by 976.3% to approximately HKD 2,583,000 from HKD 240,000 in the previous year[87] - Wealth management and advisory services recorded revenue of approximately HKD 6,485,000 during the period[95] Cash and Assets - Cash and bank balances decreased to HKD 69,004,000 from HKD 89,505,000, a decline of approximately 22.9%[8] - Non-current assets increased to HKD 37,189,000 from HKD 29,071,000, reflecting a growth of about 28.1%[8] - The company’s total assets less current liabilities stood at HKD 64,985,000, down from HKD 117,235,000, indicating a decrease of approximately 44.7%[8] - As of September 30, 2024, the total assets of the group were approximately HKD 119,000,000, down from HKD 131,000,000 as of March 31, 2024[78] Taxation - The company had no taxable profits in China for the six months ended September 30, 2024, and therefore did not provide for Chinese corporate income tax[44] - The group had sufficient tax losses carried forward to offset taxable profits in Hong Kong, resulting in no provision for Hong Kong profits tax[44] Corporate Governance and Compliance - The financial statements for the six months ended September 30, 2024, were reviewed by the company's audit committee but not yet audited, with external auditors conducting a review according to Hong Kong standards[19] - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from April 1, 2024, but these changes did not have a significant impact on the financial position and performance for the current and prior periods[20] - The interim results have been reviewed by the company's audit committee and have not been audited, but have been reviewed by an independent auditor[113] - The company has adhered to all applicable corporate governance code provisions, except for the provision regarding the attendance of the chairman at the annual general meeting[115] Future Outlook and Strategy - The company is focusing on enhancing its operational efficiency and exploring new market opportunities to drive future growth[2] - The group is focusing on developing new financial products linked to digital assets, including futures and structured products[88] - The company aims to adapt to the changing environment and achieve better business performance through stable operational strategies[110] - The company is prepared to seize opportunities arising from the recovery of the Hong Kong market and the economic momentum in the Greater China region[110] Employee and Staffing - As of September 30, 2024, the company employed 30 staff members, a decrease from 36 staff members as of September 30, 2023[111] - The company has not made any significant acquisitions or disposals during the reporting period[107]