Financial Statements and Compliance - The company's interim financial information for the six-month period ended 30 September 2024 includes condensed consolidated statements of financial position, profit or loss, changes in equity, and cash flows[13] - The financial statements are prepared in compliance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" (HKAS 34) issued by the Hong Kong Institute of Certified Public Accountants[13] - The company's financial information is subject to an independent review report, which is addressed to the board of directors[13] - The company has adopted all new and revised Hong Kong Financial Reporting Standards (HKFRSs) effective from 1 April 2024, with no significant changes to accounting policies or financial statements[40] Company Overview and Structure - The company's registered office is located in the Cayman Islands, with its head office and principal place of business in Hong Kong[7] - The company's principal bankers include Chong Hing Bank Limited, China Construction Bank (Asia) Corporation Limited, and Shanghai Pudong Development Bank Co., Ltd[9] - The company's stock code is 290 and its website is www.290.com.hk[9] - The company's board of directors includes executive and non-executive directors, with some members retiring on 12 August 2024[4] - The company's auditor is Zhonghui Anda CPA Limited, a certified public accounting firm[7] - The company's share registrar and transfer office in Hong Kong is Union Registrars Limited[9] Financial Performance and Results - Revenue for the six months ended 30 September 2024 increased to HK$22,016 thousand, up from HK$18,349 thousand in the same period in 2023[20] - Net gains on investments at fair value through profit or loss for the six months ended 30 September 2024 were HK$22,016 thousand, compared to HK$18,349 thousand in 2023[20] - Staff costs for the six months ended 30 September 2024 increased significantly to HK$34,225 thousand, up from HK$16,839 thousand in 2023[20] - Loss before tax for the six months ended 30 September 2024 was HK$10,912 thousand, an improvement from HK$17,423 thousand in 2023[20] - Total revenue for the six months ended 30 September 2024 was HK$22,016 thousand, compared to HK$18,349 thousand in the same period in 2023, representing an increase of 20%[81] - Revenue from securities brokerage business decreased to HK$8,103 thousand in 2024 from HK$10,469 thousand in 2023, a decline of 22.6%[81] - Income from equity investment business was HK$1,534 thousand in 2024, compared to no income in 2023[81] - Interest revenue from money lending business surged to HK$8,439 thousand in 2024 from HK$1,837 thousand in 2023, a significant increase of 359.5%[81] - The securities brokerage and margin financing segment generated the highest revenue of HK$8,121 thousand, followed by the money lending segment with HK$8,439 thousand[88] - The equity investment segment reported a net gain of HK$12,571 thousand on investments at fair value through profit or loss[88] - The company recorded a loss before tax of HK$10,912 thousand for the six months ended 30 September 2024[88] - The asset management segment contributed HK$1,941 thousand in revenue, a decrease from HK$2,624 thousand in 2023[81] - The consultancy and insurance brokerage segment saw a slight increase in revenue to HK$344 thousand in 2024 from HK$306 thousand in 2023[81] - The corporate finance segment's revenue declined to HK$1,297 thousand in 2024 from HK$1,701 thousand in 2023[81] - Total revenue for the six months ended 30 September 2024 was HK$18.349 million, with a net loss of HK$9.661 million from investments at fair value through profit or loss[90] - Segment results showed a net loss of HK$19.021 million, with the largest loss from the equity investment segment at HK$14.115 million[90] - Interest revenue from financial institutions surged to HK$8.627 million, up from HK$1.476 million in the same period last year[99] - The company recognized no government grants for the six months ended 30 September 2024, compared to HK$756,000 in the same period last year[100] - Finance costs decreased to HK$377,000, down from HK$1.299 million in the previous year, primarily due to lower interest on corporate bonds[102] - The company's total operating expenses for the six months ended 30 September 2024 were HK$14,372,000, compared to HK$7,130,000 in the same period in 2023, representing a significant increase[106] - Staff costs, including salaries and allowances, increased to HK$34,225,000 in 2024 from HK$16,839,000 in 2023, driven by higher salaries and equity-settled share-based payments[110] - The company reported a loss before tax of HK$10,909,000 for the six months ended 30 September 2024, with no dividend paid or proposed during the period[123][118] Assets and Liabilities - Investments at fair value through profit or loss as of 30 September 2024 stood at HK$257,649 thousand, up from HK$79,769 thousand as of 31 March 2024[23] - Loan and trade receivables as of 30 September 2024 increased to HK$175,784 thousand, compared to HK$99,997 thousand as of 31 March 2024[23] - Bank balances and cash (general) as of 30 September 2024 decreased to HK$121,241 thousand, down from HK$289,257 thousand as of 31 March 2024[23] - Trade payables as of 30 September 2024 decreased to HK$204,723 thousand, compared to HK$276,025 thousand as of 31 March 2024[23] - Intangible assets as of 30 September 2024 were HK$36,072 thousand, up from zero as of 31 March 2024[23] - Prepaid considerations for investments as of 30 September 2024 were HK$118,471 thousand, compared to zero as of 31 March 2024[23] - Net current assets increased to HK$503,686 thousand from HK$573,448 thousand[26] - Total liabilities decreased to HK$1,052,784 thousand from HK$801,539 thousand[26] - Net assets increased to HK$1,041,887 thousand from HK$786,843 thousand[26] - Share capital increased to HK$711,842 thousand from HK$632,625 thousand[26] - Reserves increased to HK$330,045 thousand from HK$154,218 thousand[26] - Total equity increased to HK$1,041,887 thousand from HK$786,843 thousand[26] - Total segment assets increased to HK$842.641 million, with equity investment assets growing significantly to HK$399.198 million[96] - Consolidated total assets rose to HK$1.269 billion, while consolidated total liabilities decreased to HK$227.748 million[96] - Unlisted investments increased to HK$113,617 thousand as of 30 September 2024, up from HK$112,898 thousand as of 31 March 2024[133] - Equity securities listed in Hong Kong increased significantly to HK$209,691 thousand as of 30 September 2024, compared to HK$86,908 thousand as of 31 March 2024[139] - Total loan and trade receivables – current rose to HK$175,784 thousand as of 30 September 2024, up from HK$99,997 thousand as of 31 March 2024[140] - Trade receivables from securities brokerage business amounted to HK$1,529 thousand as of 30 September 2024, compared to zero as of 31 March 2024[148] - The carrying amount of trade receivables (excluding margin and cash clients) was HK$3,994 thousand as of 30 September 2024, up from HK$2,351 thousand as of 31 March 2024[157] - Loan receivables – current surged to HK$171,705 thousand as of 30 September 2024, compared to HK$97,076 thousand as of 31 March 2024[140] - The Group's investments at fair value through profit or loss increased to HK$441,797 thousand as of 30 September 2024, up from HK$253,273 thousand as of 31 March 2024[139] - Trade receivables from other businesses stood at HK$5,987 thousand as of 30 September 2024, compared to HK$5,530 thousand as of 31 March 2024[148] - The Group's share of net assets in unlisted investments was HK$104,214 thousand as of 30 September 2024, slightly up from HK$103,495 thousand as of 31 March 2024[133] - Total loan receivables as of 30 September 2024 amounted to HK$171,705,000, an increase from HK$110,576,000 as of 31 March 2024[167] - Trust bank balances and cash for client funds amounted to HK$204,723 thousand, classified under current assets in the consolidated financial position statement[182] - Trade payables to margin and cash clients totaled HK$276,025 thousand, with HK$266,924 thousand attributed to margin and cash clients and HK$9,101 thousand to HKSCC[184] - Trade payables to HKSCC within 30 days amounted to HK$9,101 thousand as of September 30, 2024[192] Cash Flow - Net cash used in operating activities was HK$85,576 thousand[33] - Net cash used in investing activities was HK$323,773 thousand[33] - Net cash generated from financing activities was HK$240,419 thousand[33] - Cash and cash equivalents decreased by HK$168,930 thousand[33] Investments and Fair Value Measurements - The company holds cryptocurrencies, including Bitcoin, accounted for as intangible assets under the cost model, with an indefinite useful life and subject to annual impairment testing[40] - The company's financial assets and liabilities are measured at fair value, categorized into three levels based on observable inputs: Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)[42] - The company recognizes transfers between fair value hierarchy levels as of the date of the event or change in circumstances causing the transfer[42] - Recurring fair value measurements at 30 September 2024 totaled HK$441,797 thousand, with Level 1 at HK$209,713 thousand, Level 2 at HK$41,143 thousand, and Level 3 at HK$190,941 thousand[46] - Total recurring fair value measurements at 31 March 2024 were HK$253,273 thousand, with Level 1 at HK$102,032 thousand, Level 2 at HK$32,349 thousand, and Level 3 at HK$118,892 thousand[46] - Level 3 fair value measurements increased from HK$118,892 thousand at 31 March 2024 to HK$190,941 thousand at 30 September 2024, driven by additions of HK$105,124 thousand and disposals of HK$24,233 thousand[50] - Fund investments under Level 2 fair value measurements increased from HK$32,349 thousand at 31 March 2024 to HK$41,143 thousand at 30 September 2024[59] - Unlisted equity instruments under Level 3 fair value measurements increased from HK$79,769 thousand at 31 March 2024 to HK$108,800 thousand at 30 September 2024[70] - The company's chief financial officer is responsible for fair value measurements, reporting directly to the board of directors, with valuation discussions held at least twice a year[55] - The company has a dedicated team managing Level 3 financial instrument valuations on a case-by-case basis, using valuation techniques at least twice a year[56] - Fund investments under Level 2 fair value measurements were valued using the share of net assets method, with no observable inputs (N/A)[59] - Unlisted equity instruments under Level 3 fair value measurements were valued using recent arm's length transaction prices, with no observable inputs (N/A)[70] - The company's Level 3 fair value measurements include gains or losses recognized in profit or loss, with a net loss of HK$16,974 thousand for the six months ended 30 September 2024[50] - The company invested HK$36,001,000 in cryptocurrencies during the six months ended 30 September 2024, with no such investments in the same period in 2023[128] Loans and Receivables - The company has seven outstanding loans as of 30 September 2024, compared to five as of 31 March 2024[167] - One secured loan with an outstanding principal of HK$13,500,000 bears an interest rate of 8% per annum and is due for repayment within twelve months[167] - Two unsecured loans with an aggregate outstanding principal of HK$75,250,000 bear an interest rate of 15% per annum and are due for repayment within twelve months[170] - One secured mortgage loan with an outstanding principal of HK$5,000,000 is overdue and bears an interest rate of 13% per annum[170] - One guaranteed loan with an outstanding principal of HK$3,000,000 is overdue and bears an interest rate of 12% per annum[170] - One new secured loan with an outstanding principal of HK$25,000,000 bears an interest rate of 12% per annum and is due for repayment within twelve months[170] - One new unsecured loan with an outstanding principal of HK$50,000,000 bears an interest rate of 8% per annum and is due for repayment within twelve months[170] - The company is actively pursuing legal actions to recover overdue loans, including issuing demand letters and initiating civil actions[172] - The ageing analysis of loan receivables shows HK$50,000,000 due within 30 days, HK$100,250,000 due within 90 to 365 days, and HK$19,809,000 overdue for more than 365 days as of 30 September 2024[175] Share Issuance and Options - The company issued 263,593,577 ordinary shares at HK$0.20 each in August 2023, raising HK$52,718,000[197] - In February 2024, the company issued 4,744,684,386 ordinary shares at HK$0.10 each through a rights issue, raising HK$474,469,000[197] - In July 2024, the company issued 273,776,000 ordinary shares at HK$0.90 each, raising HK$246,398,000[197] - In July 2024, the company issued 518,400,000 ordinary shares under a share award scheme[197] - The Company's Share Option Scheme allows for a maximum of 10% of total shares in issue to be granted as unexercised share options, based on the total number of shares at the 2021 annual general meeting[200] - Each eligible participant under the Share Option Scheme can be granted up to 1% of the Company's shares in issue within any 12-month period[200] - Any share options granted to a substantial shareholder or independent non-executive director exceeding 0.1% of the Company's shares in issue or HK$5,000,000 in value require prior shareholder approval[200] Taxation - Hong Kong Profits Tax was provided at a rate of 16.5% on estimated assessable profit for the six months ended 30 September 2024, with no provision made for the same period in 2023[116] - No provision for PRC Enterprise Income Tax was made for the six months ended 30 September 2024, as the company did not generate any estimated assessable profit subject to PRC EIT Law during that period[117] Property and Equipment - The company acquired property and equipment worth HK$4,469,000 and right-of-use assets worth HK$644,000 during the six months ended 30 September 2024, compared to no acquisitions in the same period in 2023[127] Management Discussion and Analysis - The company's interim report for 2024 includes a management discussion and analysis section[3] Shareholding and Voting Rights - The Group holds 25.00% of the nominal value of issued capital and 33.00% of voting rights in Starlight Financial Holdings Limited as of 30 September 2024[136]

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之內容概不負責， 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 何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 國富創新有限公司 GoFintech Innovation Limited （於開曼群島註冊成立之有限公司） （股份代號：290） 網址：https://290.com.hk 截至二零二四年九月三十日止六個月之 中期業績公告 國富創新有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈本公司及其 附屬公司（統稱「本集團」）截至二零二四年九月三十日止六個月（「本期間」）之未 經審核業績及二零二三年同期之比較數字。本集團之本期間未經審核中期財務資 料已獲董事會審核委員會（「審核委員會」）及本公司外部核數師審閱。 1 簡明綜合損益及其他全面收益表 截至二零二四年九月三十日止六個月 | --- | --- | --- | --- | |-------------------------------------------|-------|-------------------------------- ...

| --- | --- | |-------|---------------------------------| | | | | | a. Further expanding the margin | | --- | --- | --- | --- | --- | |---------------------------------------------------------|----------------------------------|----------------------------|--------------------------|---------------------| | | | | | | | Tranche 2 of the Convertible Bonds to Riverhead Capital | | | 第二批江先資本可換股債券 | | | | Approximate amount of | | | | | | proceeds intended to be applied | Utilised proceeds | | | | | for each of ...

Revenue and Financial Performance - Total revenue for the year 2024 was HKD 49,456 thousand, compared to HKD 26,943 thousand in 2023, representing an increase of approximately 83.5%[24] - Asset management division revenue decreased by 56.05% to HKD 4,784 thousand in 2024 from HKD 10,885 thousand in 2023[12] - The company reported a net loss of HKD 30,679 thousand for the year 2024, compared to a net loss of HKD 58,855 thousand in 2023, showing a reduction in loss by approximately 47.9%[17] - Securities brokerage revenue increased significantly to HKD 33,385 thousand in 2024 from HKD 2,913 thousand in 2023, a growth of approximately 1,046%[24] - Total revenue for the year reached 49,456 thousand HKD, with the securities brokerage and margin financing segment contributing the highest at 34,877 thousand HKD[28] - The company reported a net loss of 37,827 thousand HKD, primarily driven by a significant impairment loss on right-of-use assets amounting to 6,140 thousand HKD[28] - The equity investment segment recorded a loss of 7,244 thousand HKD, largely due to fair value losses on investments of 3,453 thousand HKD[28] - The company's share of losses from associates amounted to 2,483 thousand HKD, contributing to the overall loss[42] - The company's total comprehensive expenses for the year were 37,119 thousand HKD, a reduction from 65,232 thousand HKD in the previous year[35] - The company's corporate finance business segment revenue decreased by 13.32% to 4,719 thousand HKD in 2024, resulting in a segment loss of 2,789 thousand HKD compared to a segment profit of 14,446 thousand HKD in 2023[72] - The company's interest income from the lending business increased by approximately 62.91% to HKD 4,542,000 in 2024 compared to HKD 2,788,000 in 2023[82] - The lending business recorded a segment loss of HKD 476,000 in 2024, compared to a loss of HKD 3,005,000 in 2023[82] - The company's revenue from advisory and insurance brokerage services decreased by approximately 24.85% to HKD 611,000 in 2024 compared to HKD 813,000 in 2023[95] - The company reported a basic and diluted loss per share of (30,679) thousand HKD in 2024, compared to (58,855) thousand HKD in 2023, with weighted average shares increasing to 3,381,332 thousand from 2,074,438 thousand[68] Assets and Liabilities - The company's total assets increased to HKD 801,539 thousand in 2024 from HKD 298,592 thousand in 2023, a growth of approximately 168.4%[20] - The company's cash and bank balances (trust and general) increased to HKD 565,995 thousand in 2024 from HKD 248,650 thousand in 2023, a growth of approximately 127.6%[20] - The company's investment in associates increased to HKD 112,898 thousand in 2024 from HKD 99,647 thousand in 2023, a growth of approximately 13.3%[20] - The company's trade receivables and loans receivable increased to HKD 99,997 thousand in 2024 from HKD 42,644 thousand in 2023, a growth of approximately 134.5%[20] - Total assets increased to 1,092,191 thousand HKD in 2024, up from 475,761 thousand HKD in 2023, with the securities brokerage and margin financing segment showing the largest growth[32] - The company's total liabilities rose to 305,348 thousand HKD in 2024, compared to 179,292 thousand HKD in 2023, with the securities brokerage and margin financing segment accounting for the majority[32] - The company's total liabilities in the securities brokerage and margin financing segment increased significantly to 276,170 thousand HKD in 2024, up from 137,616 thousand HKD in 2023[32] - The company's total assets increased to 786,843 thousand HKD in 2024 from 296,469 thousand HKD in 2023, with a significant increase in share capital to 632,625 thousand HKD from 131,797 thousand HKD[61] - The company's total outstanding loans as of March 31, 2024, amounted to HKD 111,500,000, with annual interest rates ranging from 8% to 15%[88] - The company's unsecured loans increased significantly to HKD 93,704,000 in 2024 from HKD 3,014,000 in 2023[74] - The company's trade payables from securities brokerage business increased to HKD 276,025,000 in 2024 from HKD 137,157,000 in 2023[74] - The company's trade payables from margin and cash clients increased to HKD 266,924,000 in 2024 from HKD 137,157,000 in 2023[74] - The company's total trade payables increased to HKD 276,025,000 in 2024 from HKD 137,157,000 in 2023[74] - The company's current assets increased to HKD 864.1 million as of March 31, 2024, compared to HKD 369.3 million in the previous year, with a current ratio of 2.97x (2.08x in 2023)[158] - The company's liquidity position improved significantly, with a current ratio of 2.97x as of March 31, 2024, compared to 2.08x in the previous year[158] - The company's capital structure includes debt (corporate bonds, lease liabilities), cash and cash equivalents, and equity attributable to the company's owners, comprising issued share capital and reserves[169] - The capital gearing ratio decreased to 3.05% as of March 31, 2024, from 12.40% as of March 31, 2023, primarily due to the repayment of corporate bonds[190] - The debt ratio decreased to 27.96% as of March 31, 2024, from 37.71% as of March 31, 2023[190] - The group's liquidity range is between HKD 100,000 and HKD 3,000,000 or 5% of its adjusted total liabilities, whichever is higher[189] - As of March 31, 2024, the group's cash and cash equivalents totaled approximately HKD 289,257,000, with 98.22% denominated in HKD, 1.47% in USD, 0.27% in RMB, and 0.04% in SGD[178] - The group's investments at fair value through profit or loss amounted to approximately HKD 253,273,000 as of March 31, 2024, with a net loss of HKD 3,481,000[180] Expenses and Costs - The company's employee costs decreased to HKD 35,734 thousand in 2024 from HKD 42,575 thousand in 2023, a reduction of approximately 16.1%[17] - The company's other operating expenses increased to HKD 21,169 thousand in 2024 from HKD 13,916 thousand in 2023, an increase of approximately 52.1%[17] - Total operating expenses increased to 21,169 thousand HKD in 2024 from 13,916 thousand HKD in 2023, with significant increases in legal and professional fees (6,387 thousand HKD vs. 2,923 thousand HKD) and transaction fees (3,016 thousand HKD vs. 42 thousand HKD)[52] - Employee costs decreased to 35,734 thousand HKD in 2024 from 42,575 thousand HKD in 2023, with a notable reduction in salaries and allowances (28,595 thousand HKD vs. 34,857 thousand HKD)[52] Investments and Funding - The company issued 4,744,684,386 ordinary shares at 0.10 HKD per share in February 2024, raising a total of 474,469 thousand HKD[65] - The company issued 263,593,577 new shares at HKD 0.20 per share under a subscription agreement in August 2023[97] - The company allocated HKD 194 million for working capital of its main business, with HKD 192.97 million already utilized and HKD 1.03 million remaining unused[105] - HKD 100 million was fully utilized for the lending business, while HKD 50 million was fully allocated for asset management[105] - HKD 44 million was allocated for corporate financing, with HKD 42.97 million utilized and HKD 1.03 million expected to be used by 2024[105] - The company invested USD 3.04 million (approximately HKD 23.71 million) in blockchain technology and cryptocurrency trading services, fully utilizing the allocated funds[110] - USD 1.6 million (approximately HKD 12.48 million) was invested in a bank entity providing cryptocurrency custody services[110] - HKD 13.7 million was used to repay principal and accrued interest of corporate bonds due between September and October 2023[110] - HKD 2.75 million was allocated for general working capital, including employee costs, rent, and office expenses[110] - The company raised HKD 60 million from the issuance of the third tranche of Jiangxian Capital convertible bonds, with HKD 36 million used for proprietary trading, HKD 12 million for private equity investments, and HKD 12 million for asset management[114] - The total proceeds from the subscription amounted to HKD 52,720,000, with net proceeds received by the company (after deducting related expenses) approximately HKD 52,640,000[130] - The company allocated HKD 140 million as seed capital for investment in the group's asset management business, specifically for establishing investment funds targeting the secondary stock markets in Hong Kong, China, and the US[136] - HKD 56.82 million was allocated for general operating expenses, including employee costs, rental expenses, and other office expenses, with HKD 24.94 million already utilized and HKD 31.88 million remaining[136] - HKD 24 million was allocated for incubating and operating companies in the fintech sector, with the full amount already utilized[136] - HKD 10 million was allocated to repay corporate bonds and accrued interest due between December 2023 and April 2024, with the full amount already utilized[136] - HKD 16 million was allocated for a new purpose: investment immigration, with the full amount already utilized[136] - HKD 25 million was allocated for a new purpose: clean energy investment, with the full amount already utilized[136] - HKD 5 million was allocated for a new purpose: cryptocurrency investment, with the full amount already utilized[136] - The company raised approximately HKD 385 million from the issuance of the first batch of convertible bonds, with HKD 180 million allocated to a joint venture for margin financing and underwriting business expansion, HKD 150 million for loan business expansion, and HKD 34 million for general working capital[164] - The third batch of Jiangxian Capital convertible bonds was exercised at a conversion price of HKD 0.06, resulting in the issuance of 650 million shares on January 14, 2019[165] - The company's total proceeds from the rights issue amounted to approximately HKD 474.5 million, with a net price per rights share of HKD 0.0997[150] - The net proceeds from the issuance of the second batch of Jiangxian Capital convertible bonds amounted to HKD 60,000,000, with approximately HKD 50,000,000 allocated for expanding margin financing business and HKD 10,000,000 for underwriting business[173] - The company fully repaid the outstanding principal of HKD 153,585,000 and all accrued and unpaid interest related to the PAL convertible bonds by July 10, 2020[174] - The total funds raised through the issuance of the first, second, and third batches of Jiangxian Capital convertible bonds were HKD 60,000,000, all of which were utilized for expanding margin financing and underwriting business[175] Corporate Governance and Compliance - The company has fully complied with all code provisions of the Corporate Governance Code and, where applicable, met its recommended best practices for the entire year ended March 31, 2024[198] - Significant acquisitions and disposals, as well as contingent liabilities, were noted[199] - The company adopted a share award scheme[200] - The company's subsidiary maintained a minimum net asset value of HKD 300,000 from April 1, 2023, to December 31, 2023, and HKD 500,000 from January 1, 2024, to March 31, 2024, as required by the Insurance Ordinance[170] - The company's subsidiary complied with the liquidity requirements under the Securities and Futures (Financial Resources) Rules during the reporting year[168] - The company's board decided to reallocate resources and change the use of proceeds from the rights issue to better utilize financial resources and seize other business opportunities[171] Strategic Plans and Future Outlook - The company plans to focus on sustainable growth, customer value enhancement, and technology-driven financial innovation in 2024[191] - The company aims to increase investment, expand capital scale, and enhance its influence and reputation in the capital market[192]

We have reviewed the interim financial information set out on pages 7 to 45 which comprises the condensed consolidated statement of financial position of GoFintech Innovation Limited (the "Company") and its subsidiaries (collectively referred to as the "Group") as at 30 September 2023 and the related condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month peri ...

國富創新有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司及其附屬 公司（統稱「本集團」）截至二零二三年九月三十日止六個月（「本期間」）之未經審 核業績及二零二二年同期之比較數字。本集團之本期間未經審核中期財務資料已 獲董事會審核委員會（「審核委員會」）及本公司外部核數師審閱。 | --- | --- | --- | --- | |------------------------------------------------------------------------|-------|-------------------------------------------------------------|--------------------------------| | | 附註 | 截至九月三十日止六個月 \n二零二三年 千港元 （未經審核） | 二零二二年 千港元 （未經審核） | | 收入 按公平值列入損益賬（「 按公平值列入損益賬 」） | 3 | 18,349 | 14,695 | | 之投資虧損淨額 | | (9,661) | (450) | | 經紀與其他服務之成本 | ...

1 華暘先生自二零二三年一月四日起獲委 任為首席執行官。 韓瀚霆先生 陳志偉先生 （於二零二二年十一月十一日被罷免） 吳 凌先生 （於二零二二年九月二十七日退任） 2 國富創新有限公司 CORPORATE INFORMATION (Continued) 公司資料（續） CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE 創興銀行有限公司 中國建設銀行（亞洲）股份有限公司 上海浦東發展銀行股份有限公司， 香港分行 廣發銀行股份有限公司，香港分行 東亞銀行有限公司 二零二三年年報 5 充分利用香港融入國家發 展大局的歷史機遇 TAKING ADVANTAGE OF HONG KONG'S INTEGRATION INTO THE OVERALL DEVELOPMENT OF THE COUNTRY 二零二二年，國際地緣政治及全球營商環 境面臨巨大挑戰。俄烏衝突持續，全球地 緣風險加劇，緊張局勢致使能源及原材料 價格飈漲、歐美通脹率上升。通脹持續， 美國聯儲局加快加息步伐，利息率高企， 導致全球金融市場低迷，多個主要股票市 場下跌，全球經濟放緩。 ...

香港財務報告準則二零一八年至二零二零年之年度改進 香港財務報告準則第1號：附屬公司作為首次採納者 香港會計準則第41號：公平值計量之稅項 於此等綜合財務報表之授權刊發日期，若干新訂及經修訂香港財務報告準則經已刊發但尚 未生效，且未被本集團提早採用。 1 於二零二三年一月一日或之後開始之年度期間生效。 2 該等修訂本應按未來適用法應用於待定日期或之後開始之年度期間進行的資產出售 或注資。 3 於二零二四年一月一日或之後開始之年度期間生效。 6 二零二三年 二零二二年 千港元 千港元 （經重列） 收入即因正常業務過程中所提供服務而已收取及應收款項之淨額。本集團截至二零二三年 及二零二二年三月三十一日止年度收入之分析如下： 1 | --- | --- | --- | --- | |--------------------------------------|-------|-----------------------|---------------------| | | 附註 | 二零二三年 \n千港元 | 二零二二年 \n千港元 | | | | | | | 收入 | 3, 4 | 26,943 | 58,487 ...

Revenue Performance - Revenue from securities brokerage business decreased to HKD 2,913 thousand in 2023 from HKD 32,455 thousand in 2022, a significant drop[16] - Interest income from lending business declined to HKD 2,788 thousand in 2023 from HKD 8,348 thousand in 2022[16] - Asset management business revenue increased to HKD 10,885 thousand in 2023 from HKD 4,583 thousand in 2022[16] - Corporate finance service revenue decreased to HKD 5,444 thousand in 2023 from HKD 6,844 thousand in 2022[16] - Total revenue for 2023 was HKD 26,943 thousand, down from HKD 58,487 thousand in 2022[16] - Total revenue and net investment loss decreased by approximately 59.68% from HKD 55,336,000 in FY2022 to HKD 22,313,000 in FY2023, primarily due to a decline in underwriting business and reduced loan issuance[61] - Securities brokerage and margin financing revenue dropped by approximately 80.36% from HKD 37,222,000 in FY2022 to HKD 7,309,000 in FY2023[62] - Corporate finance segment revenue (excluding inter-segment revenue) decreased by approximately 20.46% from HKD 6,844,000 in FY2022 to HKD 5,444,000 in FY2023, with a segment profit of HKD 14,446,000 compared to a segment loss of HKD 11,652,000 in FY2022[63] - Advisory and insurance brokerage services revenue decreased by approximately 34.54% from HKD 1,242,000 in FY2022 to HKD 813,000 in FY2023[72] - Revenue for the year ended March 31, 2023, was HKD 26.94 million, a significant decrease from HKD 58.49 million in the previous year[177] - Total revenue for 2023 was HK$26.943 million, a significant decrease from HK$58.487 million in 2022[195] - Asset management business revenue increased to HK$10.651 million in 2023 from HK$4.583 million in 2022[195] - Securities brokerage revenue dropped sharply to HK$2.913 million in 2023 from HK$32.455 million in 2022[195] - Corporate finance service revenue rose to HK$2.236 million in 2023 from HK$1.100 million in 2022[195] Interest Expenses and Income - Interest expense on corporate bonds decreased to HKD 3,228 thousand in 2023 from HKD 7,764 thousand in 2022[21] - Total interest expenses decreased to HKD 5,136 thousand in 2023 from HKD 11,570 thousand in 2022[21] - The company recorded interest income from lending of approximately HK$2,788,000 in 2023, a decrease of 66.60% compared to HK$8,348,000 in 2022[41] Financial Performance and Losses - The company's basic and diluted loss per share for the reporting year was approximately HK$0.0558, compared to HK$0.0866 in the same period of 2022[39] - The company's pre-tax loss for 2023 was HK$58,863,000, compared to HK$79,534,000 in 2022[47] - The group reported a net loss of HKD 58.86 million for the year ended March 31, 2023, compared to a net loss of HKD 79.31 million in the previous year[177] - The basic and diluted loss per share for the year ended March 31, 2023, was HKD 5.58, compared to HKD 8.66 in the previous year[177] Asset and Liability Management - The company's trade receivables decreased to HK$30,397,000 in 2023 from HK$47,537,000 in 2022, with an expected credit loss of HK$14,604,000[51] - The company's receivable loans decreased to HK$12,247,000 in 2023 from HK$50,727,000 in 2022, with an expected credit loss of HK$4,906,000[30] - The company's current assets and current liabilities as of March 31, 2023, were approximately HKD 369,299,000 and HKD 177,169,000, respectively, with a current ratio of 2.08 times[120] - The fair value of investments as of March 31, 2023, was HKD 99,647,000, accounting for approximately 20.94% of the company's total assets[123] - Total current assets decreased to HK$369.299 million in 2023 from HK$492.586 million in 2022[183] - Total current liabilities reduced to HK$177.169 million in 2023 from HK$321.401 million in 2022[183] - Net current assets improved to HK$192.130 million in 2023 from HK$171.185 million in 2022[183] - Total assets minus current liabilities increased to HK$298.592 million in 2023 from HK$283.209 million in 2022[183] Capital and Share Issuance - The company issued 219,660,000 ordinary shares with a par value of HKD 0.10 each in January 2023, raising net proceeds of approximately HKD 56,820,000[59] - The company issued 183,000,000 ordinary shares at HKD 0.10 each, raising a net amount of approximately HKD 56,730,000[88] - The company issued 183,000,000 new shares at a subscription price of HKD 0.31 per share, representing approximately 19.99% of the total issued shares before the issuance[110][141] - Net proceeds from the share placement amounted to approximately HKD 56.82 million after deducting commissions and related expenses[147] Business Strategy and Operations - The company's strategy focuses on consolidating existing securities operations and collaborating closely with corporate finance and wealth management businesses to provide integrated financial services[40] - The company operates primarily in Hong Kong, with no significant regional revenue breakdown provided[20] - The company's operational segments include corporate finance, advisory, and insurance brokerage services[10] - The company's name was changed from "China Fortune Financial Group Limited" to "GoFintech Innovation Limited" to better reflect its future development direction[128] - The company plans to focus on financial technology innovation, expand business lines, and leverage opportunities in the Greater Bay Area and national policies like "Dual Circulation" and "Belt and Road"[139] Debt and Financing - The company repaid the outstanding principal and interest of HKD 153,585,000 for the PAL convertible bonds, which matured on March 30, 2020[77] - The company allocated HKD 180,000,000 from the first tranche of convertible bonds to fund and expand margin financing and underwriting business of a joint venture[75] - The third tranche of Jiangxian Capital convertible bonds was exercised at a conversion price of HKD 0.06, resulting in the issuance of 650,000,000 shares on January 14, 2019[76] - The company utilized HKD 60,000,000 for expanding margin financing and underwriting business, with no unused funds remaining[79] - HKD 120,000,000 allocated for establishing a joint venture in China under the "Closer Economic Partnership Arrangement" remains unused, pending regulatory approval[79] - HKD 150,000,000 was fully utilized for expanding the company's money lending business[79] - The company issued convertible bonds totaling HKD 570,000,000 in 2016, with subsequent tranches used for expanding margin financing and underwriting business[100][102] - The second tranche of Jiangxian Capital convertible bonds raised HKD 60,000,000, with HKD 50,000,000 allocated for margin financing and HKD 10,000,000 for underwriting business[102] - The capital gearing ratio decreased significantly to 12.40% as of March 31, 2023, compared to 70.85% in the previous year, primarily due to the repayment of corporate bonds and bank loans[151] - The debt ratio (total debt divided by total assets) was 37.69% as of March 31, 2023, down from 59.01% in the previous year[151] Investments and Financial Instruments - Equity investment segment recorded a net investment loss of HKD 4,500,000 in FY2023, an increase of approximately 60.20% compared to a loss of HKD 2,809,000 in FY2022[73] - The group held financial assets at fair value through profit or loss of approximately HKD 71.49 million as of March 31, 2023, compared to HKD 5.39 million in the previous year[152] - The net loss on financial instruments was HKD 4.63 million for the year ended March 31, 2023, compared to HKD 3.15 million in the previous year[152] Employee and Operational Costs - Employee costs decreased to HKD 36.12 million for the year ended March 31, 2023, from HKD 43.99 million in the previous year, with the number of employees reduced to 55 from 69[158] Regulatory and Compliance - The company delayed the publication of its 2023 annual results due to allegations from a major shareholder[2] - The company's licensed subsidiaries maintained compliance with Hong Kong's Securities and Futures (Financial Resources) Rules regarding liquidity requirements[83] - The company's subsidiary must maintain a minimum net asset value of HKD 300,000 as a licensed insurance intermediary[119] - The group had no significant contingent liabilities as of March 31, 2023[156] Government Subsidies and Tax - The company recognized a government subsidy related to COVID-19 of HK$1,260,000 in 2023, which was associated with the Hong Kong government's employment support scheme[44] - The company's tax losses from certain subsidiaries in China amounted to approximately HK$17,704,000 as of March 31, 2023, with HK$4,414,000 of tax losses expiring during the year[24] Shareholder and Capital Structure - The company's weighted average number of ordinary shares used to calculate basic and diluted loss per share increased to 1,055,102,000 in 2023 from 915,308,000 in 2022[26] - The company's placement price of HKD 0.26 per share represented an 8.33% premium over the closing price of HKD 0.2400 on December 28, 2022[115] - The company's total unused funds for self-trading, private equity investments, and asset management businesses were fully utilized as of March 31, 2023[137] - Net asset value increased to HK$296.469 million in 2023 from HK$247.859 million in 2022[178] - Share capital grew to HK$131.797 million in 2023 from HK$91.531 million in 2022[178] Miscellaneous - The company had capital commitments of HKD 7,907,000 for financial assets at fair value through profit or loss as of the reporting date in FY2023, compared to none in FY2022[60] - The company's money lending business had five outstanding loans totaling HKD 50,500,000 with annual interest rates ranging from 12% to 15%[96] - The company's capital structure is regularly reviewed and adjusted in response to economic changes, ensuring sufficient liquidity for business operations[83] - The company's unused funds for margin financing, asset management, and lending businesses are expected to be utilized by December 2023, with amounts of HKD 2,000,000, HKD 1,030,000, and HKD 22,000,000, respectively[117]

(Formerly known as China Fortune Financial Group Limited 前稱中國富強金融集團有限公司) Incorporated in the Cayman Islands with limited liability 於開曼群島註冊成立之有限公司 Stock Code 股票代號：290 2022 INTERIM REPORT 中期報告 目錄 CONTENTS 2 CORPORATE INFORMATION 公司資料 6 INDEPENDENT REVIEW REPORT 獨立審閱報告 8 CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 簡明綜合損益及其他全面收益表 10 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION 簡明綜合財務狀況表 12 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 簡明綜合權益變動表 15 CONDENSE ...