Revenue and Income - Revenue for the six months ended September 30, 2024, was HKD 22,016,000, an increase of 20.1% compared to HKD 18,349,000 for the same period in 2023[3] - Total revenue for the six months ended September 30, 2024, was HKD 22,016,000, an increase from HKD 18,349,000 in the same period of 2023, representing a growth of approximately 20.1%[13] - Revenue from securities brokerage and margin financing was HKD 8,121,000, while corporate finance revenue was HKD 1,297,000, and asset management revenue was HKD 1,941,000 for the six months ended September 30, 2024[18] - The group reported a total income from customer contracts of HKD 13,559,000, down from HKD 15,100,000 in the previous year, indicating a decline of about 10.2%[13] - The net interest income from lending activities was HKD 8,439,000, compared to HKD 1,837,000 in the previous year, showing a significant increase[13] - The securities brokerage and margin financing business generated revenue of HKD 10,627,000, a decrease of 10.55% from HKD 11,881,000 in the same period last year[59] - The corporate finance segment reported a revenue decrease of 23.75%, down to HKD 1,297,000 from HKD 1,701,000 in the same period last year[60] - The asset management segment generated revenue of HKD 1,941,000, down 26.03% from HKD 2,624,000 year-on-year[77] - The equity investment segment generated revenue of HKD 1,534,000, with no revenue reported in the previous year[18] - The equity investment segment recorded revenue of HKD 14,105,000, a 46.00% increase compared to a loss of HKD 9,661,000 in the same period last year[79] Expenses and Losses - Employee costs rose to HKD 34,225,000, up 103.5% from HKD 16,839,000 in the prior year, indicating increased operational expenses[3] - The company reported a pre-tax loss of HKD 10,912,000, an improvement from a loss of HKD 17,423,000 in the same period last year[3] - The group incurred a loss before tax of HKD 10,909,000 for the six months ended September 30, 2024, compared to a loss of HKD 17,425,000 in the same period of 2023[21] - The group reported a pre-tax loss of HKD 14,372,000 for the six months ended September 30, 2024, compared to HKD 7,130,000 for the same period in 2023, indicating a significant increase in losses[29] - The total operating expenses for the six months ended September 30, 2024, amounted to HKD 34,225,000, up from HKD 16,839,000 in the previous year, reflecting a 103% increase[29] - The group incurred a loss attributable to owners of the company of HKD 10,909,000 for the six months ended September 30, 2024, compared to HKD 17,425,000 for the same period in 2023[35] - The basic and diluted loss per share improved to HKD (0.2) from HKD (1.3) year-on-year, showing a positive trend in loss reduction[3] - The basic and diluted loss per share for the period was HKD 0.002, compared to HKD 0.013 in the same period last year[58] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 720,537,000, a decrease from HKD 864,100,000 as of March 31, 2024[5] - The company's net asset value increased to HKD 1,041,887,000 from HKD 786,843,000, reflecting a strong growth in equity reserves[7] - The company’s cash and cash equivalents decreased to HKD 325,589,000 from HKD 565,995,000, indicating a reduction in liquidity[5] - The total assets of the group as of September 30, 2024, amounted to HKD 1,269,635,000, up from HKD 1,092,191,000 as of March 31, 2024, reflecting a growth of approximately 16.2%[26] - The total liabilities of the group as of September 30, 2024, were HKD 227,748,000, down from HKD 305,348,000 in the previous year, indicating a decrease of approximately 25.4%[25] - The group’s total receivables amounted to HKD 171,705,000 as of September 30, 2024, compared to HKD 110,576,000 as of March 31, 2024[58] - The group’s total liabilities included HKD 44,417,000 in secured current liabilities as of September 30, 2024, compared to HKD 5,063,000 as of March 31, 2024[58] - The group’s non-current secured liabilities were nil as of September 30, 2024, compared to HKD 13,500,000 as of March 31, 2024[58] - The capital debt ratio as of September 30, 2024, was 1.83%, a decrease from 3.05% as of March 31, 2024, primarily due to the repayment of corporate bonds[109] - The group's total liabilities to total assets ratio was 17.94% as of September 30, 2024, down from 27.96% as of March 31, 2024[109] Investments and Acquisitions - The group held investments at fair value amounting to HKD 441,797,000 as of September 30, 2024, with a net investment income of approximately HKD 15,158,000[111] - The investment in Jin Hai Medical Technology Co., Ltd. was valued at HKD 155,210,000, representing 12.22% of the group's total assets as of September 30, 2024[113] - The group has a significant investment in Starfire Group, with a book value of HKD 98,551,000, accounting for 7.76% of total assets as of September 30, 2024[114] - The company agreed to acquire 2,751,339,130 shares of Huake Intelligent Investment Limited for HKD 302,647,304, with payment made through the issuance of 340,053,151 shares at an issue price of approximately HKD 0.89 per share[99] - Following the acquisition, the company holds approximately 29.13% of Huake Intelligent Investment Limited, which has become an associate company[100] - The company completed the acquisition of 3,064,454,515 shares, representing approximately 29.13% of the target company's equity on October 18, 2024[124] - The acquisition was financed through the issuance of 340,053,151 shares at an issue price of approximately HKD 0.89 per share, totaling a capital value of HKD 34,005,315.10[124] Fundraising Activities - The company announced a rights issue to issue up to 4,744,684,386 shares at a subscription price of HKD 0.10 per share, representing a discount of approximately 9.09% from the closing price of HKD 0.110 on October 17, 2023[83] - The total amount raised from the rights issue was approximately HKD 474.47 million, with a net amount of approximately HKD 470.82 million after deducting related expenses[86] - The funds from the rights issue will be allocated as follows: HKD 194 million for operational funding, HKD 140 million for seed capital in asset management, and HKD 56.82 million for general operational expenses[87] - The rights issue shares represent 300% of the existing issued share capital as of the announcement date and 75% of the enlarged issued share capital post-issue[86] - The company aims to enhance its capital base and operational flexibility through this fundraising activity, which is deemed in the best interest of the company and its shareholders[85] - The net price per rights share is approximately HKD 0.0997, with a total nominal value of approximately HKD 474,468,438.60[84] - The company has reassessed the use of proceeds from the rights issue to better utilize financial resources and seize other business opportunities[86] - The rights issue became unconditional on February 6, 2024, indicating a successful fundraising effort[86] - The company successfully placed a total of 273,776,000 shares at a price of HKD 0.90 per share, representing approximately 4.15% of the enlarged issued share capital after the placement[91] - The total amount raised from the placement was HKD 246.40 million, with a net amount of approximately HKD 243.90 million after expenses[96] - The net issue price per share from the placement was approximately HKD 0.89, with a total nominal value of HKD 27,377,600 for the shares[95] - The funds raised will be allocated as follows: HKD 142 million for existing business operations, HKD 50 million for equity investment projects, HKD 25 million for fintech business development, and HKD 26.90 million for general working capital[97] Strategic Focus and Future Plans - The company plans to invest HKD 25 million in clean energy and HKD 5 million in cryptocurrency investments as part of its new strategic initiatives[89] - The company aims to enhance its capital scale and influence in the capital market while ensuring compliance with liquidity regulations for its licensed subsidiaries[104] - The company will actively respond to national policies supporting mergers and acquisitions in the technology sector and maintain a strong development momentum in cross-border transactions[101] - The company has established guidelines for collecting overdue loans, with actions escalating after 30 days of non-payment[71] - The management assesses credit risk based on various factors, including collateral ratios and borrower responses to repayment requests[73] - The company applies a general method to measure expected credit losses for receivables[72] - The management classifies receivables into three stages based on the increase in credit risk and potential impairment[75] - The company plans to continue focusing on technology innovation and explore investment opportunities in emerging industries such as Web 3.0 and quantum computing[103]

[Corporate Information](index=2&type=section&id=Corporate%20Information) [Board of Directors and Committee Members](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's board and committees saw significant changes, with new appointments and resignations, ensuring independent governance through core committees - Mr. Chan Kin Sang was appointed Chairman of the Board, authorized representative, and Chairman of the Nomination Committee on **February 28, 2024**[227](index=227&type=chunk)[189](index=189&type=chunk) - Dr. Lau Chi Wai resigned as Executive Director, Chairman of the Board, authorized representative, Chairman of the Nomination Committee, and member of the Remuneration Committee on **February 28, 2024**[229](index=229&type=chunk)[189](index=189&type=chunk) - The chairpersons of the company's Audit, Remuneration, and Nomination Committees are Mr. Chiu Kung Chik and Mr. Chan Kin Sang respectively, with most members being independent non-executive directors[245](index=245&type=chunk) [Professional Parties](index=5&type=section&id=Professional%20Parties) The company appointed ZHONGHUI ANDA CPA Limited as its new auditor and maintains banking relationships with several financial institutions - The company appointed **ZHONGHUI ANDA CPA Limited** as its new auditor on **October 30, 2023**, succeeding **BDO Limited** which resigned[247](index=247&type=chunk)[230](index=230&type=chunk) - The company's principal bankers include Chong Hing Bank Limited, China Construction Bank (Asia) Corporation Limited, and Shanghai Pudong Development Bank Co., Ltd. Hong Kong Branch[248](index=248&type=chunk) [Chairman's Statement](index=7&type=section&id=Chairman%27s%20Statement) [Overall Performance](index=8&type=section&id=Overall%20Performance) The company achieved significant performance improvement with revenue growth and narrowed net loss, alongside a strengthened balance sheet and reduced debt ratio Key Performance Indicators for FY2024 | Indicator | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | | Total Revenue (after deducting net investment losses) | 45.98 million HKD | +106.05% | | Net Loss | 30.68 million HKD | -47.87% | | Securities Business Revenue (after deducting net investment losses) | 37.05 million HKD | +406.92% | Balance Sheet Summary as of FY2024 End | Indicator | March 31, 2024 | Change from Previous Year-End | | :--- | :--- | :--- | | Total Assets | 1.092 billion HKD | +129.57% | | Total Equity | 787 million HKD | +165.40% | | Debt Ratio | 27.96% | -9.73 percentage points | | Cash and Cash Equivalents | 289 million HKD | - | [Group Strategy and Operations](index=9&type=section&id=Strategy%20and%20Operation%20of%20the%20Group) The Group advanced its Web 3.0 strategy through R&D and investments, while successful fundraising strengthened its capital structure for future fintech and emerging technology expansion - The company further advanced its business layout in the Web 3.0 sector, heavily investing in technology R&D, and began investing in and reserving cryptocurrencies and compliant virtual asset funds, laying the foundation for a comprehensive Web 3.0 strategic transformation[251](index=251&type=chunk)[240](index=240&type=chunk) - In the innovation investment sector, the company leveraged its "investment + investment banking + management" synergy to complete investments in innovative enterprises like **MaiCapital** and actively empower its investees[261](index=261&type=chunk)[262](index=262&type=chunk) - The company successfully completed two fundraising activities (general mandate placing and rights issue), raising net proceeds of approximately **HKD 52.64 million** and **HKD 471 million** respectively, used for optimizing the balance sheet structure, enhancing capital adequacy, and introducing strategic shareholders[265](index=265&type=chunk)[295](index=295&type=chunk) - Looking ahead, the company will adhere to the philosophy of "investment driving investment banking, innovation feeding back into tradition," continuously expanding its capital scale and accelerating its development into a comprehensive, first-class fintech group[296](index=296&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) [Results](index=13&type=section&id=Results) The Group's revenue and net investment losses increased, while the annual loss significantly narrowed due to higher licensed business income, other income, and reduced costs Performance Overview | Indicator | FY2024 | FY2023 | | :--- | :--- | :--- | | Revenue and Net Investment Losses | 45.98 million HKD | 22.31 million HKD | | Annual Loss | 30.68 million HKD | 58.86 million HKD | | Basic and Diluted Loss Per Share | 0.91 HK cents | 2.84 HK cents | - The improvement in loss is primarily attributable to: (i) increased licensed business revenue; (ii) increased other income (mainly including bargain purchase gain from an associate and interest income from financial institutions); (iii) reduced expected credit losses on loans and trade receivables; and (iv) decreases in both staff costs and finance costs[299](index=299&type=chunk)[301](index=301&type=chunk) [Business Review](index=14&type=section&id=Business%20Review) Securities brokerage and margin financing saw strong growth and profitability, while corporate finance and asset management experienced declines, and money lending improved its segment loss Summary of Segment Results (FY2024) | Business Segment | Revenue/Net Investment Change | Segment Profit/Loss | | :--- | :--- | :--- | | Securities Brokerage and Margin Financing | Net revenue approx. 37.05 million HKD (up 406.92%) | Profit approx. 8.57 million HKD (23 loss 12.43 million) | | Corporate Finance | Revenue approx. 4.72 million HKD (down 13.32%) | Loss approx. 2.79 million HKD (23 profit 14.45 million) | | Money Lending | Interest income approx. 4.54 million HKD (up 62.91%) | Loss approx. 0.48 million HKD (23 loss 3.01 million) | | Asset Management | Revenue approx. 4.78 million HKD (down 56.05%) | Loss approx. 1.26 million HKD (23 loss 0.09 million) | | Advisory and Insurance Brokerage | Revenue approx. 0.61 million HKD (down 24.85%) | Loss approx. 0.20 million HKD (23 loss 0.07 million) | | Equity Investment | Net revenue and investment loss approx. 3.45 million HKD | Loss approx. 7.24 million HKD (23 loss 5.15 million) | [Fundraising Activities](index=21&type=section&id=Fundraising%20Activities) The Group successfully raised significant capital through share placement and rights issue, optimizing its capital structure and reallocating funds towards core businesses and strategic new investments - In **August 2023**, the company placed **263.6 million new shares** to Mr. Wang Tao at **HKD 0.20 per share**, raising net proceeds of approximately **HKD 52.64 million**[367](index=367&type=chunk)[419](index=419&type=chunk) - In **February 2024**, the company completed a "one-for-three" rights issue at **HKD 0.10 per share**, issuing approximately **4.745 billion shares** and raising net proceeds of approximately **HKD 471 million**[400](index=400&type=chunk)[431](index=431&type=chunk) - The use of proceeds from the rights issue was revised in **March 2024**, reallocating funds to core businesses such as money lending, asset management, and corporate finance, and adding investment plans in areas like investment immigration, clean energy, and cryptocurrencies[432](index=432&type=chunk)[409](index=409&type=chunk) - All three tranches of convertible bonds historically issued to Jiangxian Capital have been fully utilized or repaid, with the conversion price of the third tranche adjusted due to share consolidation[455](index=455&type=chunk)[483](index=483&type=chunk)[5](index=5&type=chunk) [Liquidity and Financial Resources](index=38&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's financial position is strong with improved liquidity, significantly reduced debt ratios, and no bank borrowings, primarily funded by operating and financing activities Financial Position Indicators (as of March 31) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Current Assets | 864 million HKD | 369 million HKD | | Current Liabilities | 291 million HKD | 177 million HKD | | Current Ratio | 2.97 times | 2.08 times | | Cash and Cash Equivalents | 289 million HKD | 112 million HKD | | Capital-to-Debt Ratio | 3.05% | 12.40% | | Debt Ratio | 27.96% | 37.71% | | Bank Borrowings | None | None | - The Group primarily funds its operations through cash generated from operating activities and proceeds from financing activities[10](index=10&type=chunk)[493](index=493&type=chunk) [Human Resources and Other Matters](index=43&type=section&id=Human%20Resources%20and%20Other%20Matters) The Group's employee count increased, while staff costs decreased, with minimal foreign exchange risk and no pledged assets - As of **March 31, 2024**, the Group had **67 employees**, an increase from **55** in 2023[22](index=22&type=chunk)[502](index=502&type=chunk) - During the reporting year, relevant employee costs (excluding directors' emoluments) were approximately **HKD 29.97 million**, lower than **HKD 36.12 million** in 2023[22](index=22&type=chunk)[502](index=502&type=chunk) - The Group primarily conducts business transactions in **Hong Kong Dollars**, and the Board considers foreign exchange risk to be insignificant[195](index=195&type=chunk)[534](index=534&type=chunk) - As of **March 31, 2024**, the Group had no pledged assets[19](index=19&type=chunk)[21](index=21&type=chunk) [Biographical Details of Directors and Senior Management](index=43&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=44&type=section&id=Executive%20Directors) Executive Director Ms. Sun Qing, appointed in April 2020, brings over two decades of financial, audit, and HR management expertise - Ms. Sun Qing, **63 years old**, was appointed Executive Director in **April 2020**, possessing over **20 years** of experience in the financial industry, including nearly two decades at Everbright Securities overseeing finance and human resources management[506](index=506&type=chunk)[196](index=196&type=chunk)[564](index=564&type=chunk) [Non-executive Directors](index=45&type=section&id=Non-executive%20Directors) The non-executive directors offer diverse expertise spanning investment banking, finance, economics, AI, blockchain, digital technology, asset management, and insurance - Mr. Han Hanting, **39 years old**, has over **ten years** of experience in investment banking[565](index=565&type=chunk)[52](index=52&type=chunk) - Dr. Nie Riming, **43 years old**, appointed in **October 2023**, possesses over **15 years** of experience in finance and economics, currently serving as Vice President of Shanghai Institute of Finance and Law[51](index=51&type=chunk)[567](index=567&type=chunk) - Mr. Li Chunguang, **39 years old**, appointed in **February 2024**, has extensive experience in artificial intelligence, blockchain, and digital technology[28](index=28&type=chunk)[53](index=53&type=chunk) - Mr. Hua Yang, **48 years old**, re-designated from Executive Director to Non-executive Director in **February 2024**, is highly experienced in asset management, equity investment, insurance, and business administration[54](index=54&type=chunk)[543](index=543&type=chunk) [Independent Non-executive Directors](index=48&type=section&id=Independent%20Non-executive%20Directors) Independent non-executive directors offer diverse expertise in law, investment banking, capital markets, economics, finance, financial management, and corporate finance - Mr. Chan Kin Sang, **72 years old**, is a practicing solicitor, notary public, and China Appointed Attesting Officer in Hong Kong, currently serving as Chairman of the Board[571](index=571&type=chunk)[573](index=573&type=chunk) - Mr. Chiu Kung Chik, **39 years old**, possesses extensive experience in investment banking, capital financing, and corporate restructuring, having previously worked at UBS AG[33](index=33&type=chunk)[547](index=547&type=chunk)[59](index=59&type=chunk) - Mr. Li Gaofeng, **50 years old**, holds a Master's degree in Economics, is a non-practicing Chinese Certified Public Accountant, and has extensive experience in the insurance and securities sectors[219](index=219&type=chunk)[548](index=548&type=chunk)[36](index=36&type=chunk) - Ms. Lui Mei Ka, **39 years old**, is a member of the Hong Kong Institute of Certified Public Accountants, with over **16 years** of experience in financial management and corporate finance, currently serving as CFO of Feiyu Technology[36](index=36&type=chunk) [Senior Management](index=51&type=section&id=Senior%20Management) The Co-CEOs, Mr. Yuan Tianfu and Mr. Zhang Huachen, bring extensive experience in financial industry, capital markets, fintech, and digital asset investments to lead the Group's strategy and operations - Mr. Yuan Tianfu, **35 years old**, appointed Co-Chief Executive Officer in **February 2024**, is responsible for the Group's strategic planning and investment businesses, with nearly **15 years** of experience in the financial industry[62](index=62&type=chunk)[63](index=63&type=chunk)[550](index=550&type=chunk) - Mr. Zhang Huachen, **32 years old**, appointed Co-Chief Executive Officer in **February 2024**, is responsible for investment operations and fintech projects, with over **10 years** of experience in capital markets[552](index=552&type=chunk)[553](index=553&type=chunk)[212](index=212&type=chunk) [Directors' Report](index=52&type=section&id=Directors%27%20Report) [Principal Activities and Business Review](index=53&type=section&id=Principal%20Activities%20and%20Business%20Review) The company, an investment holding entity, operates diverse financial service businesses, with no final dividend recommended, while upholding regulatory compliance and stakeholder relationships - The company is an investment holding company, and the principal activities of its major subsidiaries are set out in Note 32 to the consolidated financial statements[42](index=42&type=chunk)[45](index=45&type=chunk) - The Directors do not recommend the payment of a final dividend for the year ended **March 31, 2024**[46](index=46&type=chunk)[556](index=556&type=chunk) - The Group is committed to complying with applicable environmental laws and maintaining good relationships with employees and clients, with no significant disputes during the reporting period[65](index=65&type=chunk)[79](index=79&type=chunk)[84](index=84&type=chunk) [Share Option Scheme](index=55&type=section&id=Share%20Option%20Scheme) The 2021 Share Option Scheme, adopted to incentivize participants, saw 91.5 million options granted before its termination, with all previously granted options remaining valid - The **2021 Share Option Scheme** aims to grant share options to eligible participants (including employees, business partners, etc.) as an incentive or reward for their contributions[85](index=85&type=chunk)[108](index=108&type=chunk)[86](index=86&type=chunk) Share Option Movements in FY2024 | Category of Participants | Granted During Reporting Year (options) | Exercise Price (HKD) | Exercise Period | | :--- | :--- | :--- | :--- | | Directors and Chief Executive | 68,168,000 | 0.480 | April 1, 2025 to March 31, 2026 | | Other Employee Participants | 23,332,000 | 0.480 | April 1, 2025 to March 31, 2026 | | **Total** | **91,500,000** | | | - The **2021 Share Option Scheme** was terminated by shareholders' resolution on **May 29, 2024**, with no new options to be granted thereafter, but the **91,500,000** options previously granted remain valid and exercisable under the original terms[152](index=152&type=chunk)[153](index=153&type=chunk)[130](index=130&type=chunk) [Share Award Scheme](index=61&type=section&id=Share%20Award%20Scheme) A new share award scheme was adopted on June 3, 2024, to incentivize participants, with a 10-year validity and a maximum share issuance of 8.55% of issued capital, with no awards granted yet - The Share Award Scheme aims to recognize and incentivize eligible participants who contribute to the Group, including employees, directors (excluding independent non-executive directors), and service providers[155](index=155&type=chunk)[156](index=156&type=chunk) - The maximum number of shares that can be issued under the scheme is **541,093,796 shares**, representing approximately **8.55%** of the issued share capital as of the date of this annual report[139](index=139&type=chunk) - The vesting period for share awards is no less than **12 months**, and the scheme is valid for **10 years** from **June 3, 2024**[182](index=182&type=chunk)[145](index=145&type=chunk) - As of the date of this annual report, the company has not granted any share awards under the Share Award Scheme[172](index=172&type=chunk) [Directors and Interests](index=67&type=section&id=Directors%20and%20Interests) The report outlines board changes, confirms no other director interests beyond options, details major shareholder holdings, and discloses connected transactions with related parties in compliance with Listing Rules - During the reporting period, multiple changes occurred in the Board of Directors, including Dr. Lau Chi Wai's resignation as Executive Director and Chairman, and Mr. Chan Kin Sang's appointment as the new Chairman[189](index=189&type=chunk) Major Shareholders' Shareholdings (as of March 31, 2024) | Shareholder Name | Capacity | Total Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Dr. Lau Chi Wai | Beneficial Owner | 1,351,948,000 | 21.37% | | Mr. Wang Tao | Beneficial Owner | 1,134,374,308 | 17.93% | - During the reporting period, the company had continuing connected transactions (investment management agreement) with connected company **Huake Smart**, which was terminated on **December 29, 2023**[790](index=790&type=chunk)[791](index=791&type=chunk) - In **September 2023**, the company entered into an agreement with major shareholder Dr. Lau Chi Wai to acquire his interest in a target fund for approximately **HKD 12.48 million**, constituting a connected transaction[816](index=816&type=chunk) [Events after the Reporting Period](index=75&type=section&id=Events%20after%20the%20Reporting%20Period) Post-reporting period, the company adopted a new share award scheme, provided significant financial assistance, and acquired a target company's equity from a former chairman - The company adopted a new Share Award Scheme, approved by shareholders at the EGM on **May 29, 2024**, and effective on **June 3, 2024**[818](index=818&type=chunk)[824](index=824&type=chunk) - In **May 2024**, the company provided financial assistance (loan extensions) totaling **HKD 75.25 million** to two independent third-party borrowers[829](index=829&type=chunk) - On **June 12, 2024**, the company's wholly-owned subsidiary entered into an agreement with major shareholder Dr. Lau Chi Wai to acquire equity interest in a target company for **HKD 39.5 million**, constituting a connected transaction[830](index=830&type=chunk)[829](index=829&type=chunk) [Corporate Governance Report](index=81&type=section&id=Corporate%20Governance%20Report) [Board and Committees](index=83&type=section&id=Board%20and%20Committees) The company's Board and its committees diligently oversaw governance, financial reporting, and internal controls, confirming compliance with corporate governance codes and effective risk management systems - The company complied with all code provisions of the Corporate Governance Code throughout the reporting year[873](index=873&type=chunk)[876](index=876&type=chunk) Board and Committee Meeting Attendance (FY2024) | Committee | Number of Meetings | | :--- | :--- | | Board | 18 | | Audit Committee | 5 | | Remuneration Committee | 6 | | Nomination Committee | 6 | - The Board is responsible for performing corporate governance functions, including developing and reviewing company policies, monitoring director training, and compliance[1012](index=1012&type=chunk)[1039](index=1039&type=chunk) - The Board confirmed that it conducted an annual review of the Group's risk management and internal control systems and deemed them effective and sufficient for FY2024[1085](index=1085&type=chunk)[1008](index=1008&type=chunk) [Shareholders' Rights and Communication](index=103&type=section&id=Shareholders%27%20Rights%20and%20Communication) The company emphasizes transparent shareholder communication through various channels, outlining rights for director nomination and EGM requests, and maintaining a balanced dividend policy - The company has established a shareholder communication policy and communicates with shareholders through its corporate website, annual reports, and general meetings[1045](index=1045&type=chunk)[1065](index=1065&type=chunk) - Shareholders may nominate director candidates in accordance with Article 120 of the Company's Articles of Association[1051](index=1051&type=chunk)[1069](index=1069&type=chunk) - Shareholders holding not less than one-tenth of the paid-up capital of the company may request in writing to convene an extraordinary general meeting[1074](index=1074&type=chunk)[1102](index=1102&type=chunk) [Environmental, Social and Governance Report](index=110&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) [ESG Governance and Strategy](index=111&type=section&id=ESG%20Governance%20and%20Strategy) The company's Board oversees ESG strategy, prioritizing anti-money laundering, customer privacy, and anti-corruption based on materiality assessment, with annual progress reporting - The Board holds overall responsibility for the Group's ESG strategy and reporting, annually reviewing ESG-related risks, opportunities, and targets[1129](index=1129&type=chunk) - Through materiality assessment, the company identified three highly important ESG issues: anti-money laundering and counter-terrorist financing, customer privacy protection, and anti-corruption and anti-fraud[1191](index=1191&type=chunk) [Employment and Labour Practices](index=128&type=section&id=Employment%20and%20Labour%20Practices) The Group, valuing talent, increased its workforce while significantly reducing turnover, prioritizing employee well-being and development through training, and strictly adhering to labor laws Employee Profile (as of March 31) | Category | 2024 | 2023 | | :--- | :--- | :--- | | Total Employees | 67 | 55 | | - Male | 38 | 34 | | - Female | 29 | 21 | | Overall Turnover Rate | 32.79% | 59.68% | - During the reporting period, approximately **26.44%** of employees received training, with an average training hour of approximately **3.04 hours** per employee[594](index=594&type=chunk)[1280](index=1280&type=chunk) - The Group strictly complies with relevant labor laws and regulations, prohibiting child and forced labor, and conducts regular inspections and reviews[596](index=596&type=chunk) [Environmental Practices](index=136&type=section&id=Environmental%20Practices) The Group is committed to environmental protection, with revised GHG and energy reduction targets, and participates in green finance, despite increased emission and energy densities due to normalized operations Greenhouse Gas Emissions (tCO2e) | Scope | 2024 | 2023 | | :--- | :--- | :--- | | Scope 1 (Direct) | 150.33 | 15.43 | | Scope 2 (Indirect - Energy) | 24.15 | 26.42 | | Scope 3 (Other Indirect) | 9.78 | 11.11 | | **Total** | **184.26** | **52.96** | | **Emission Intensity (tCO2e/employee)** | **2.75** | **0.96** | Energy Consumption | Energy Type | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Energy Consumption | kWh | 582,507.20 | 95,078.50 | | Total Energy Consumption Density | kWh/employee | 8,694.14 | 1,728.70 | - The Group maintained a low total non-hazardous waste disposal intensity of **0.02 tonnes per employee**, consistent with last year, and set a target to maintain this level in **2025**[611](index=611&type=chunk)[1350](index=1350&type=chunk) - The Group allocated **HKD 1 million** as green deposits to support certified green projects, such as green buildings and renewable energy[651](index=651&type=chunk)[652](index=652&type=chunk) [Independent Auditor's Report](index=157&type=section&id=Independent%20Auditor%27s%20Report) [Auditor's Opinion and Key Audit Matters](index=158&type=section&id=Auditor%27s%20Opinion%20and%20Key%20Audit%20Matters) The auditor issued an unmodified opinion on the financial statements, highlighting key audit matters related to Level 3 fair value investments and impairment testing of loans and trade receivables - The auditor believes that the consolidated financial statements present a true and fair view of the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance[706](index=706&type=chunk)[759](index=759&type=chunk)[734](index=734&type=chunk) - Key Audit Matter One: Valuation of financial assets at fair value through profit or loss measured at Level 3 fair value. The balance of these investments as of **March 31, 2024**, was **HKD 119 million**, and their valuation involves significant judgment and estimation[737](index=737&type=chunk) - Key Audit Matter Two: Loans and trade receivables. The balance of these amounts as of **March 31, 2024**, was **HKD 113 million**, and their impairment testing has a significant impact on the financial statements and involves estimation[764](index=764&type=chunk) [Consolidated Financial Statements](index=162&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=163&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue significantly increased, and its annual loss narrowed due to higher other income and cost control, despite a net investment loss Consolidated Statement of Profit or Loss Summary (For the year ended March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 49,456 | 26,943 | | Net Investment Loss | (3,481) | (4,630) | | Net Other Income | 17,672 | 3,330 | | Loss Before Tax | (30,634) | (58,863) | | **Loss for the Year** | **(30,679)** | **(58,855)** | | Loss Per Share (HK cents) | (0.91) | (2.84) | [Consolidated Statement of Financial Position](index=164&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's total assets and equity significantly increased, driven by current asset growth and share issuance, resulting in a substantially strengthened financial structure Consolidated Statement of Financial Position Summary (as of March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 228,091 | 106,462 | | Current Assets | 864,100 | 369,299 | | **Total Assets** | **1,092,191** | **475,761** | | **Liabilities and Equity** | | | | Current Liabilities | 290,652 | 177,169 | | Non-current Liabilities | 14,696 | 2,123 | | **Total Liabilities** | **305,348** | **179,292** | | **Total Equity** | **786,843** | **296,469** | [Consolidated Statement of Cash Flows](index=167&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group experienced net cash outflows from operating and investing activities, offset by significant net cash inflow from financing activities, leading to an overall increase in cash and cash equivalents Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (121,718) | 21,814 | | Net Cash Used in Investing Activities | (188,568) | (69,233) | | Net Cash Generated from/(Used in) Financing Activities | 489,729 | (31,128) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **179,443** | **(78,547)** | | Cash and Cash Equivalents at Beginning of Year | 111,748 | 190,418 | | **Cash and Cash Equivalents at End of Year** | **289,257** | **111,748** | [Notes to the Consolidated Financial Statements](index=169&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail revenue recognition policies, segment performance, financial instrument valuations, and related party transactions, providing comprehensive insights into the Group's financial data - Revenue recognition: Securities brokerage commissions are recognized upon trade execution; revenue from advisory services such as asset management and corporate finance is recognized over time based on performance progress or upon completion of services[1508](index=1508&type=chunk)[1910](index=1910&type=chunk) Investments at Fair Value Through Profit or Loss (as of March 31, HKD '000) | Investment Category | 2024 | 2023 | | :--- | :--- | :--- | | Hong Kong Listed Equity Securities | 86,908 | 10,922 | | Unlisted Equity Instruments | 79,769 | 5,115 | | Fund Investments | 86,569 | 55,421 | | Derivative Financial Instruments | 27 | 33 | | **Total** | **253,273** | **71,491** | - Total loans and trade receivables amounted to **HKD 113 million**, with loans primarily being secured loans at interest rates ranging from **8% to 15%**[1538](index=1538&type=chunk)[1539](index=1539&type=chunk) - The company granted **91.5 million share options** on **March 27, 2024**, with an exercise price of **HKD 0.48 per share**, and their estimated fair value was **HKD 22.661 million**, calculated using the binomial option pricing model[2043](index=2043&type=chunk)[2044](index=2044&type=chunk)

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]

Revenue and Income - Revenue for the six months ended 30 September 2023 was HK$18,349,000, an increase of 24.5% compared to HK$14,695,000 for the same period in 2022[7]. - Total income for the six months ended 30 September 2023 was HK$18,349,000, compared to HK$14,695,000 for the same period in 2022, reflecting an increase of about 25%[186]. - Income from securities brokerage business rose sharply to HK$10,469,000, compared to HK$1,747,000 in the same period of 2022[166]. - Income from asset management business decreased to HK$2,624,000 in 2023 from HK$5,509,000 in 2022, a decline of approximately 52%[186]. - Service income from corporate finance was HK$1,701,000 for the six months ended 30 September 2023, down from HK$3,790,000 in the same period of 2022, a decrease of about 55%[186]. - Interest income from money lending increased to HK$1,837,000, up from HK$1,459,000 in the previous year[166]. - Interest income from financial institutions rose to HK$1,476,000, up 239% from HK$435,000 in the previous year[106]. Loss and Expenses - Loss before tax for the period was HK$17,423,000, a decrease of 29.1% from HK$24,615,000 in the previous year[7]. - The company reported a loss for the period of HK$17,425,000, which contributed to accumulated losses of HK$620,232,000[12]. - Total comprehensive expense for the period amounted to HK$24,385,000, including other comprehensive expenses of HK$6,960,000[12]. - The company reported a basic and diluted loss attributable to shareholders of HK$17,425,000 for the six months ended 30 September 2023, compared to a loss of HK$24,607,000 for the same period in 2022[51]. - The company incurred other comprehensive expenses of HK$6,960,000 for the period, compared to HK$12,108,000 in the previous year[157]. - The loss for the period was HK$24,607,000, which is consistent with the previous period's loss[194]. Assets and Liabilities - Total assets as of 30 September 2023 were HK$371,186,000, slightly up from HK$369,299,000 as of 31 March 2023[9]. - Total segment assets decreased slightly to HK$339,063,000 as of 30 September 2023 from HK$345,407,000 as of 31 March 2023, a decline of 1.9%[104]. - The total consolidated assets increased to HK$487,836,000 as of 30 September 2023, compared to HK$475,761,000 as of 31 March 2023, reflecting a growth of 2.2%[104]. - Total segment liabilities decreased to HK$133,117,000 as of 30 September 2023 from HK$141,106,000 as of 31 March 2023, a reduction of 5.7%[104]. - The company held listed equity securities in Hong Kong valued at HK$5,364,000 as of 30 September 2023, down from HK$10,922,000 as of 31 March 2023, a decrease of approximately 50.9%[56]. - Unlisted equity instruments increased to HK$22,075,000 as of 30 September 2023 from HK$5,115,000 as of 31 March 2023, reflecting a substantial increase of approximately 331.5%[56]. Cash Flow - The net cash generated from financing activities was HK$44,193,000, compared to a net cash used of HK$82,390,000 in the previous year[162]. - Operating cash flow showed a significant decline, with a net cash used of HK$12,390,000, down from HK$34,323,000 generated in the same period last year[162]. - The cash and cash equivalents at the end of the period were HK$124,071,000, a decrease from HK$111,748,000 at the beginning of the period[162]. - The repayment of corporate bonds amounted to HK$3,100,000, down from HK$30,000,000 in the previous year[162]. Equity and Share Capital - Total equity increased to HK$324,802,000 from HK$296,469,000, representing a growth of 9.5%[10]. - The company issued shares resulting in an increase in share capital to HK$158,156,000 and share premium to HK$788,938,000[12]. - The company issued shares amounting to HK$56,730,000 during the reporting period[180]. Financial Reporting and Standards - The company has adopted all new and revised Hong Kong Financial Reporting Standards effective from April 1, 2023, with no significant changes to accounting policies[18]. - The company has commenced an assessment of the impact of new and revised HKFRSs but has not yet determined if they will materially affect its results[18]. - The interim financial information is presented in thousands of units of Hong Kong dollars (HK$'000) for the six months ended September 30, 2023[16]. Strategic Initiatives - The company is committed to enhancing its market position through strategic investments and potential acquisitions in the fintech sector[6]. - The company aims to expand its market presence and enhance its product offerings in the upcoming quarters[165]. Other Information - The company did not have any dilutive potential ordinary shares during the reporting period[32]. - The company did not enter into new lease agreements for its branch office during the six months ended 30 September 2023, consistent with the previous period[49]. - The company did not purchase any property and equipment during the six months ended 30 September 2023, similar to the previous year[198]. - The company has undergone changes in its board of directors, with new appointments made on 30 October 2023[148]. - The independent review report was conducted by Zhonghui Anda CPA Limited, appointed on 30 October 2023[141].

[Company Information and Report Overview](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF%E4%B8%8E%E6%8A%A5%E5%91%8A%E6%A6%82%E8%A7%88) This section provides an overview of GoFintech Innovation Limited, its business scope, and the basis for preparing its interim financial report [Company Profile](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B) GoFintech Innovation Limited is an investment holding company registered in the Cayman Islands, with subsidiaries primarily engaged in securities and insurance brokerage, equity investment, asset management, corporate finance, margin financing, and money lending services, and this report covers the unaudited interim results for the six months ended September 30, 2023 - The company is an investment holding company, with its subsidiaries primarily engaged in securities and insurance brokerage, equity investment, asset management, corporate finance, margin financing, and money lending services[5](index=5&type=chunk) - The company's shares are listed on The Stock Exchange of Hong Kong Limited ("SEHK") under stock code: 290[42](index=42&type=chunk)[46](index=46&type=chunk) [Basis of Preparation and Accounting Policies](index=5&type=section&id=%E6%8A%A5%E5%91%8A%E7%BC%96%E5%88%B6%E5%9F%BA%E7%A1%80%E4%B8%8E%E4%BC%9A%E8%AE%A1%E5%87%86%E5%88%99) The Group's interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and the HKEX Listing Rules, adopting all new and revised HKFRSs effective April 1, 2023, without significant changes to accounting policies or financial statement presentation - The Group's interim financial information for the period is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on the SEHK[6](index=6&type=chunk) - The Group has adopted all new and revised Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants that are effective for accounting periods beginning on April 1, 2023, but the adoption of these standards has not resulted in significant changes to the Group's accounting policies, the presentation of the consolidated financial statements, or the amounts reported for the current and prior years[7](index=7&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) This section presents the Group's key financial performance, highlighting revenue growth and a significant reduction in net loss for the period [Key Financial Performance](index=2&type=section&id=%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E8%A1%A8%E7%8E%B0) For the six months ended September 30, 2023, the Group's revenue increased to HK$18,349 thousand, and net loss significantly narrowed to HK$17,425 thousand, with basic and diluted loss per share decreasing to 1.3 HK cents, primarily due to reduced net investment losses, lower staff costs, and decreased expected credit losses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 18,349 | 14,695 | | Net loss on investments at fair value through profit or loss | (9,661) | (450) | | Cost of brokerage and other services | (2,020) | (3,492) | | Net other income | 2,070 | 1,988 | | Net expected credit losses | (2,491) | (8,708) | | Staff costs | (16,839) | (23,326) | | Other operating expenses | (7,130) | (6,157) | | Finance costs | (1,299) | (3,643) | | Share of profit of an associate | 1,598 | 4,478 | | Loss before tax | (17,423) | (24,615) | | Income tax (expense) / credit | (2) | 8 | | Loss for the period attributable to owners of the company | (17,425) | (24,607) | | Total comprehensive expense for the period attributable to owners of the company | (24,385) | (36,715) | | Loss per share – Basic and diluted (HK cents) | (1.3) | (2.7) | - The decrease in loss for the period was mainly due to (i) an increase in revenue; and (ii) a decrease in staff costs and expected credit losses on loans receivable and trade receivables compared to the same period in 2022[129](index=129&type=chunk) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) This section provides an overview of the Group's assets and liabilities, showing an increase in net assets and equity, indicating an improved financial position [Assets and Liabilities Overview](index=3&type=section&id=%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E6%A6%82%E8%A7%88) As of September 30, 2023, the Group's total assets slightly increased, with changes in financial assets at fair value through profit or loss and loans receivable within non-current assets, and both current and non-current liabilities decreased, leading to an increase in net assets and total equity, reflecting an improved financial position Condensed Consolidated Statement of Financial Position (As of September 30) | Indicator | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Investments at fair value through profit or loss | 76,660 | 71,491 | | Loans and trade receivables | 28,517 | 42,644 | | Interests in an associate | 96,335 | 99,647 | | **Current assets** | | | | Bank balances and cash – Trust | 135,458 | 136,902 | | Bank balances and cash – General | 122,021 | 111,748 | | **Current liabilities** | | | | Trade payables, other payables and accrued charges | 132,684 | 141,682 | | Corporate bonds | 27,518 | 29,185 | | **Non-current liabilities** | | | | Lease liabilities | 9 | 106 | | Corporate bonds | – | 2,017 | | **Net assets** | 324,802 | 296,469 | | **Total equity** | 324,802 | 296,469 | [Notes to the Condensed Consolidated Financial Statements](index=5&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) This section provides detailed notes on the Group's financial statements, covering general information, accounting policies, revenue breakdown, segment information, and other financial disclosures [General Information and Basis of Preparation](index=5&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99%E5%8F%8A%E7%BC%96%E5%88%B6%E5%9F%BA%E5%87%86) This section reiterates the company's primary business scope, including securities and insurance brokerage, equity investment, asset management, corporate finance, margin financing, and money lending services, confirming the interim financial information's compliance with HKAS 34 and HKEX Listing Rules - The company is an investment holding company, with its subsidiaries primarily engaged in securities and insurance brokerage, equity investment, asset management, corporate finance, margin financing, and money lending services[5](index=5&type=chunk) - The Group's interim financial information for the period is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")[6](index=6&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=%E9%87%87%E7%BA%B3%E6%96%B0%E8%AE%A2%E5%8F%8A%E7%BB%8F%E4%BF%AE%E8%AE%A2%E9%A6%99%E6%B8%AF%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A%E5%87%86%E5%88%99) The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective April 1, 2023, with no significant changes to its accounting policies, financial statement presentation, or reported amounts - During the period, the Group has adopted all new and revised Hong Kong Financial Reporting Standards issued by the HKICPA that are effective for accounting periods beginning on April 1, 2023[7](index=7&type=chunk) - The adoption of these new and revised Hong Kong Financial Reporting Standards has not resulted in significant changes to the Group's accounting policies, the presentation of the Group's consolidated financial statements, or the amounts reported for the current and prior years[7](index=7&type=chunk) [Revenue](index=6&type=section&id=%E6%94%B6%E5%85%A5) For the six months ended September 30, 2023, the Group's total revenue increased by 24.87% year-on-year to HK$18,349 thousand, primarily driven by a significant increase in securities brokerage revenue, while corporate finance and asset management revenues decreased Revenue Breakdown (For the six months ended September 30) | Revenue Source | 2023 (HK$ thousand) | 2022 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Income from securities brokerage business | 10,469 | 1,747 | +499.25% | | Interest income from money lending business | 1,837 | 1,459 | +25.91% | | Income from advisory and insurance brokerage business | 306 | 369 | -17.07% | | Income from asset management business | 2,624 | 5,509 | -52.37% | | Income from equity investment business | – | 10 | -100.00% | | Margin interest income from securities brokerage business | 1,412 | 1,811 | -22.03% | | Service income from corporate finance | 1,701 | 3,790 | -55.12% | | **Total Revenue** | **18,349** | **14,695** | **+24.87%** | [Segment Information](index=7&type=section&id=%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group classifies its business into several reportable operating segments under HKFRS 8, including securities brokerage and margin financing, corporate finance, money lending, advisory and insurance brokerage, asset management, and equity investment, with comparative figures re-presented due to the separate reporting of equity investment - The Group's reportable and operating segments under HKFRS 8 are as follows: (1) Securities brokerage and margin financing segment; (2) Corporate finance segment; (3) Money lending segment; (4) Advisory and insurance brokerage segment; (5) Asset management segment; and (6) Equity investment segment[12](index=12&type=chunk)[55](index=55&type=chunk) - For the purpose of segment presentation for the period, due to the materiality of equity investment, its segment information has been separated from asset management, and comparative figures have been re-presented accordingly[13](index=13&type=chunk) [Segment Revenue and Results](index=8&type=section&id=%E5%88%86%E9%83%A8%E6%94%B6%E5%85%A5%E5%8F%8A%E4%B8%9A%E7%BB%A9) For the six months ended September 30, 2023, the securities brokerage and margin financing segment achieved a profit of HK$4,762 thousand, reversing a loss from the prior year, and the money lending segment also turned profitable, while corporate finance and equity investment segments recorded losses, with a significant increase in equity investment losses Segment Revenue and Results (For the six months ended September 30) | Segment | 2023 Revenue (HK$ thousand) | 2023 Segment Results (HK$ thousand) | 2022 Revenue (HK$ thousand) | 2022 Segment Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Securities brokerage and margin financing | 11,881 | 4,762 | 3,558 | (6,470) | | Corporate finance | 1,701 | (1,609) | 3,790 | 19,864 | | Money lending | 1,837 | 1,703 | 1,459 | (2,567) | | Advisory and insurance brokerage | 374 | (50) | 469 | 48 | | Asset management | 2,624 | 265 | 5,509 | (431) | | Equity investment | – | (9,977) | 10 | (813) | | Unallocated | – | (14,115) | – | (38,724) | | Consolidated Total | 18,349 | (19,021) | 14,695 | (29,093) | - The securities brokerage and margin financing segment recorded a segment profit of **HK$4,762 thousand**, compared to a segment loss of HK$6,470 thousand in the same period of 2022, mainly due to an increase in securities brokerage income[153](index=153&type=chunk) - The equity investment segment recorded segment revenue and net investment losses of **HK$9,661 thousand** (2022: HK$461 thousand), with a segment loss of **HK$9,977 thousand** for the period (2022: HK$813 thousand)[144](index=144&type=chunk) [Segment Assets and Liabilities](index=9&type=section&id=%E5%88%86%E9%83%A8%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%9F%E5%80%BA) As of September 30, 2023, the Group's total segment assets slightly decreased, with a reduction in securities brokerage and margin financing assets, while money lending, asset management, and equity investment assets increased, and total segment liabilities also decreased Segment Assets and Liabilities (As of September 30) | Segment | September 30, 2023 Assets (HK$ thousand) | March 31, 2023 Assets (HK$ thousand) | September 30, 2023 Liabilities (HK$ thousand) | March 31, 2023 Liabilities (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Securities brokerage and margin financing | 177,197 | 220,225 | 129,654 | 137,616 | | Corporate finance | 4,155 | 3,821 | 136 | 167 | | Money lending | 38,776 | 25,574 | – | – | | Advisory and insurance brokerage | 1,323 | 1,337 | 244 | 209 | | Asset management | 21,653 | 11,692 | 3,000 | 3,000 | | Equity investment | 95,959 | 82,758 | 83 | 114 | | Segment Total | 339,063 | 345,407 | 133,117 | 141,106 | | Unallocated | 148,773 | 130,354 | 29,917 | 38,186 | | Consolidated Total | 487,836 | 475,761 | 163,034 | 179,292 | [Net Other Income](index=10&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%87%80%E9%A2%9D) For the six months ended September 30, 2023, the Group's net other income slightly increased to HK$2,070 thousand, primarily due to a significant rise in interest income from financial institutions, despite decreases in net exchange losses and miscellaneous income Net Other Income (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Interest income from financial institutions | 1,476 | 435 | | Net exchange (loss) / gain | (238) | 84 | | Miscellaneous income | 832 | 1,469 | | **Total** | **2,070** | **1,988** | - During the period, the Group recognized government grants of **HK$756,000** related to the establishment of an open-ended fund company in Hong Kong[20](index=20&type=chunk) - In the same period of 2022, the Group recognized COVID-19-related government grants of **HK$1,155,000** related to the Employment Support Scheme provided by the Hong Kong Government[21](index=21&type=chunk) [Finance Costs](index=10&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) For the six months ended September 30, 2023, the Group's finance costs significantly decreased to HK$1,299 thousand, mainly due to a substantial reduction in interest on loans payable and corporate bonds Finance Costs (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | 53 | 101 | | Interest on loans payable and others | 3 | 1,713 | | Interest on corporate bonds | 1,243 | 1,829 | | **Total** | **1,299** | **3,643** | [Loss Before Tax](index=11&type=section&id=%E9%99%A4%E7%A8%8E%E5%89%8D%E4%BA%8F%E6%8D%9F) For the six months ended September 30, 2023, the Group's loss before tax narrowed to HK$17,423 thousand, primarily benefiting from a significant decrease in staff costs, despite an increase in other operating expenses such as legal and professional fees Other Operating Expenses (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Auditor's remuneration | 100 | 270 | | Announcement and listing fees | 323 | 183 | | Bank charges | 45 | 71 | | Computer expenses | 612 | 650 | | Entertainment expenses | 314 | 630 | | Information and communication fees | 813 | 812 | | Short-term lease expenses | 50 | 158 | | Legal and professional fees | 2,723 | 1,125 | | Membership fees | 19 | 33 | | Rates and building management fees | 398 | 418 | | Telecommunication fees | 176 | 190 | | Travel expenses | 195 | 412 | | Other expenses | 1,362 | 1,205 | | **Total** | **7,130** | **6,157** | Staff Costs (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Directors' emoluments | 3,988 | 5,162 | | Salaries and allowances | 12,309 | 17,446 | | Retirement benefit scheme contributions | 542 | 718 | | **Total** | **16,839** | **23,326** | [Income Tax (Expense) / Credit](index=12&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%EF%BC%88%E5%BC%80%E6%94%AF%EF%BC%89%E2%88%95%E6%8A%B5%E5%85%8D) For the six months ended September 30, 2023, the Group recorded an income tax expense of HK$2 thousand, primarily for PRC enterprise income tax, compared to an HK$8 thousand Hong Kong profits tax credit in the prior period, with no Hong Kong profits tax provision due to no estimated taxable profit Income Tax (Expense) / Credit (For the six months ended September 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Current tax – Hong Kong profits tax – Over-provision in prior years | – | 8 | | Current tax – PRC enterprise income tax | (2) | – | | **Total income tax (expense) / credit** | **(2)** | **8** | - No Hong Kong profits tax provision has been made for the period as the Group did not generate any estimated taxable profit in Hong Kong during the period[26](index=26&type=chunk) - The tax rate for the PRC subsidiary was **25%** for the six months ended September 30, 2023[27](index=27&type=chunk) [Dividends](index=12&type=section&id=%E8%82%A1%E6%81%AF) No dividends were paid or proposed by the company during or since the end of the period - No dividends were paid or proposed during the period, nor have any dividends been proposed since the end of the period (six months ended September 30, 2022: nil)[28](index=28&type=chunk) [Loss Per Share](index=12&type=section&id=%E6%AF%8F%E8%82%A1%E4%BA%8F%E6%8D%9F) For the six months ended September 30, 2023, the company's basic and diluted loss per share narrowed to 1.3 HK cents from 2.7 HK cents in the prior period, mainly due to a reduction in loss attributable to owners of the company Loss Per Share (For the six months ended September 30) | Indicator | 2023 (HK cents) | 2022 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (1.3) | (2.7) | | Loss attributable to owners of the company (HK$ thousand) | 17,425 | 24,607 | | Weighted average number of ordinary shares (thousand shares) | 1,384,226 | 923,308 | - Diluted loss per share is not presented as the company had no potential dilutive ordinary shares for the six months ended September 30, 2023 and 2022[29](index=29&type=chunk) [Property and Equipment](index=12&type=section&id=%E7%89%A9%E6%A5%AD%E5%8F%8A%E8%A8%AD%E5%82%99) The Group did not purchase any property and equipment or enter into new lease agreements for its branch offices during the period - The Group did not purchase any property and equipment during the six months ended September 30, 2023 (six months ended September 30, 2022: nil)[30](index=30&type=chunk) - The Group did not enter into any new lease agreements for its branch offices during the six months ended September 30, 2023 (six months ended September 30, 2022: nil)[30](index=30&type=chunk) [Interests in Associates](index=13&type=section&id=%E4%BA%8E%E8%81%94%E8%90%A5%E5%85%AC%E5%8F%B8%E4%B9%8B%E6%9D%83%E7%9B%8A) As of September 30, 2023, the Group's total interests in associates amounted to HK$96,335 thousand, slightly lower than HK$99,647 thousand as of March 31, 2023, primarily due to a decrease in the share of net assets, with China Sparkle Financial Holdings Limited being a key associate where the Group holds a 25% equity interest Interests in Associates (As of September 30) | Indicator | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Unlisted investment – Share of net assets | 92,283 | 95,595 | | Goodwill | 4,052 | 4,052 | | **Total** | **96,335** | **99,647** | - The Group holds **25%** of the nominal value of the issued share capital and **33%** of the board voting rights in China Sparkle Financial Holdings Limited[33](index=33&type=chunk) [Investments at Fair Value Through Profit or Loss](index=13&type=section&id=%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E5%88%97%E5%85%A5%E6%8D%9F%E7%9B%8A%E8%B4%A6%E4%B9%8B%E6%8A%95%E8%B5%84) As of September 30, 2023, the Group's total investments at fair value through profit or loss amounted to HK$76,660 thousand, an increase from March 31, 2023, driven by significant growth in unlisted equity investments, while listed equity securities and fund investments decreased Investments at Fair Value Through Profit or Loss (As of September 30) | Indicator | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Listed equity securities – in Hong Kong | 5,364 | 10,922 | | Unlisted equity investments | 22,075 | 5,115 | | Fund investments | 49,188 | 55,421 | | Derivative financial instruments | 33 | 33 | | **Total** | **76,660** | **71,491** | [Loans and Trade Receivables](index=14&type=section&id=%E5%BA%94%E6%94%B6%E8%B4%B7%E6%AC%BE%E5%8F%8A%E8%B4%B8%E6%98%93%E5%BA%94%E6%94%B6%E8%B4%A6%E6%AC%BE) As of September 30, 2023, the Group's total loans and trade receivables amounted to HK$42,017 thousand, a slight decrease from March 31, 2023, with a significant reduction in trade receivables (net of expected credit losses) and an increase in loans receivable (net of expected credit losses) Loans and Trade Receivables (As of September 30) | Indicator | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 6,258 | 30,397 | | Loans receivable – Current | 22,259 | 12,247 | | Loans receivable – Non-current | 13,500 | – | | **Total** | **42,017** | **42,644** | [Trade Receivables](index=14&type=section&id=%E8%B4%B8%E6%98%93%E5%BA%94%E6%94%B6%E8%B4%A6%E6%AC%BE) As of September 30, 2023, trade receivables (net of expected credit losses) amounted to HK$6,258 thousand, a significant decrease from March 31, 2023, primarily due to a substantial reduction in trade receivables from margin and cash clients Trade Receivables (Net of Expected Credit Losses) (As of September 30) | Source | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables from securities brokerage business: – Hong Kong Securities Clearing Company Limited | 758 | 908 | | Trade receivables from securities brokerage business: – Margin and cash clients | 5,332 | 40,749 | | Trade receivables from other businesses | 3,994 | 3,344 | | Less: Expected credit losses | (3,826) | (14,604) | | **Total** | **6,258** | **30,397** | Ageing Analysis of Trade Receivables (Excluding Margin Clients) (As of September 30) | Ageing | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 1,065 | 1,307 | | 31 to 60 days | – | 315 | | 61 to 90 days | 232 | 3 | | Over 90 days | 1,399 | 413 | | **Total** | **2,714** | **2,038** | - Trade receivables from margin clients are collateralized by clients' pledged securities, which the Group may realize at its discretion to settle any margin calls issued for securities transactions conducted by them[88](index=88&type=chunk) [Loans Receivable](index=15&type=section&id=%E5%BA%94%E6%94%B6%E8%B4%B7%E6%AC%BE) As of September 30, 2023, loans receivable (net of expected credit losses) significantly increased to HK$35,759 thousand from March 31, 2023, with growth in both current and non-current portions of secured loans receivable, and a high concentration of risk Loans Receivable (Net of Expected Credit Losses) (As of September 30) | Type | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Non-current portion Secured loans receivable | 13,500 | – | | Current portion Secured loans receivable | 24,151 | 14,139 | | Unsecured loans receivable | 3,014 | 3,014 | | Less: Expected credit losses | (4,906) | (4,906) | | **Total Loans Receivable** | **35,759** | **12,247** | - As of September 30, 2023, secured loans receivable were collateralized by all monies and deposits in securities accounts, and sub-mortgages over equity shares of listed companies and certain property units, bearing fixed annual interest rates ranging from **8% to 13%** (March 31, 2023: 12% to 13%)[78](index=78&type=chunk) - As of September 30, 2023, the Group's loans receivable had a certain degree of concentration risk, with outstanding balances from five customers amounting to **HK$40,665,000** (March 31, 2023: three customers HK$17,153,000)[80](index=80&type=chunk)[90](index=90&type=chunk) [Bank Balances and Cash – Trust](index=16&type=section&id=%E9%93%B6%E8%A1%8C%E7%BB%93%E4%BD%99%E5%8F%8A%E7%8E%B0%E9%87%91%E2%80%93%E4%BF%A1%E6%89%98) The Group maintains separate trust accounts at licensed banks for client funds from its securities brokerage and margin financing businesses, classifying these as current assets and corresponding trade payables to clients, with restrictions on using them for its own debts - The Group maintains separate trust accounts with licensed banks to hold client monies arising from its securities brokerage and margin financing businesses[112](index=112&type=chunk) - The Group classifies client monies as bank balances and cash – trust under current assets in the condensed consolidated statement of financial position, and simultaneously recognizes these amounts as trade payables to relevant clients, as the Group is responsible for any loss or misappropriation of such client monies[112](index=112&type=chunk) - The Group is not permitted to use client monies to discharge its own debts[112](index=112&type=chunk) [Trade Payables, Other Payables and Accrued Charges](index=16&type=section&id=%E8%B4%B8%E6%98%93%E5%BA%94%E4%BB%98%E8%B4%A6%E6%AC%BE%E3%80%81%E5%85%B6%E4%BB%96%E5%BA%94%E4%BB%98%E6%AC%BE%E9%A1%B9%E5%8F%8A%E5%BA%94%E8%AE%A1%E8%B4%B9%E7%94%A8) As of September 30, 2023, the Group's total trade payables, other payables, and accrued charges amounted to HK$132,684 thousand, a decrease from March 31, 2023, primarily due to a reduction in trade payables from margin and cash clients Trade Payables, Other Payables and Accrued Charges (As of September 30) | Indicator | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Trade payables from securities brokerage business: – Margin and cash clients | 125,327 | 137,157 | | Other payables and accrued charges | 7,357 | 4,525 | | **Total** | **132,684** | **141,682** | - An ageing analysis of trade payables is not disclosed as the Group's margin and cash clients are accounted for on a running account basis[113](index=113&type=chunk) [Corporate Bonds](index=17&type=section&id=%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8) As of September 30, 2023, the Group's total outstanding corporate bonds amounted to HK$27,518 thousand, entirely current and due within one year, representing a decrease from March 31, 2023, with no new corporate bonds issued during the period Corporate Bonds Repayment Period (As of September 30) | Repayment Period | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 27,518 | 29,185 | | More than one year but not exceeding two years | – | 2,017 | | **Total** | **27,518** | **31,202** | - As of September 30, 2023, the outstanding corporate bonds bore an annual coupon rate of **6.50%** and an effective interest rate of **9.10%**[115](index=115&type=chunk) - No corporate bonds were issued during the period and for the year ended March 31, 2023[263](index=263&type=chunk) [Share Capital](index=18&type=section&id=%E8%82%A1%E6%9C%AC) As of September 30, 2023, the company's issued and fully paid share capital increased to HK$158,156 thousand from March 31, 2023, primarily due to the issuance of 263,593,577 new shares in August 2023 following a subscription by an independent third party Share Capital Movement (As of September 30) | Indicator | Number of Shares (thousand shares) | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital as of September 30, 2023 | 20,000,000 | 2,000,000 | | Issued and fully paid share capital as of April 1, 2023 | 1,317,968 | 131,797 | | Shares issued (August 2023) | 263,593 | 26,359 | | **Issued and fully paid share capital as of September 30, 2023** | **1,581,561** | **158,156** | - In March 2023, the company passed a resolution to increase its authorized share capital from **HK$200,000,000** to **HK$2,000,000,000** by creating an additional 18,000,000,000 shares[96](index=96&type=chunk) - In August 2023, upon completion of a subscription by an independent third party, a total of **263,593,577** ordinary shares of HK$0.10 par value each were issued, and the total proceeds received by the company from the subscription amounted to **HK$52,718,000**[99](index=99&type=chunk) [Related Party Transactions](index=19&type=section&id=%E5%85%B3%E8%BF%9E%E4%BA%BA%E5%A3%AB%E4%BA%A4%E6%98%93) During the period, the Group engaged in asset management revenue and lease payment transactions with related parties, and had trade receivables from a related company, with total remuneration for executive directors amounting to HK$3,600 thousand Related Party Transactions and Balances (As of September 30) | Transaction Type | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Asset management business income received from a related company | 610 | – | | Lease payments made to a related company | (261) | – | | **Trade receivables from a related company** | **1,253 (September 30, 2023)** | **643 (March 31, 2023)** | Key Management Personnel Remuneration (For the six months ended September 30) | Remuneration Type | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Short-term benefits | 3,564 | 3,818 | | Retirement benefits | 36 | 26 | | **Total** | **3,600** | **3,844** | [Commitments](index=20&type=section&id=%E6%89%BF%E6%93%94) As of September 30, 2023, the Group's capital commitments primarily consisted of contracted but unprovided investments at fair value through profit or loss, and short-term lease commitments due within one year Capital Commitments (As of September 30) | Commitment Type | September 30, 2023 (HK$ thousand) | March 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for: Investments at fair value through profit or loss | 7,424 | 7,907 | | **Short-term lease commitments (within one year)** | **52** | **–** | [Fair Value Measurement](index=20&type=section&id=%E5%85%AC%E5%B9%B3%E5%80%BC%E8%AE%A1%E9%87%8F) The Group uses a three-level fair value hierarchy for financial instruments, with total investments at fair value through profit or loss amounting to HK$76,660 thousand, where unlisted equity instruments and some fund investments are classified as Level 3, with valuations managed and regularly reviewed by an internal team - The fair value hierarchy used for fair value measurement categorizes inputs to valuation techniques used to measure fair value into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[103](index=103&type=chunk)[122](index=122&type=chunk)[254](index=254&type=chunk) Fair Value Measurement Hierarchy (As of September 30) | Description | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Recurring fair value measurements: Investments at fair value through profit or loss | | | | | | – Listed equity securities in Hong Kong | 5,364 | – | – | 5,364 | | – Unlisted equity instruments | – | – | 22,075 | 22,075 | | – Fund investments | – | 25,903 | 23,285 | 49,188 | | – Derivative financial instruments | 33 | – | – | 33 | | **Total recurring fair value measurements** | **5,397** | **25,903** | **45,360** | **76,660** | - For Level 3 fair value measurements, the Group has a team that manages the valuation work for Level 3 financial instruments, and this team determines the fair value of the Group's Level 3 financial instruments using valuation techniques at least twice a year[106](index=106&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) This section provides an overview of the Group's financial performance, business operations, strategic outlook, and capital structure, along with details on significant investments and risk management [Performance Review](index=24&type=section&id=%E4%B8%9A%E7%BB%A9%E6%A6%82%E8%A7%88) The Group's loss narrowed to HK$17,425 thousand during the period, with basic and diluted loss per share at 1.3 HK cents, primarily due to increased revenue, reduced staff costs, and decreased expected credit losses on loans and trade receivables, as the Group focuses on consolidating securities operations and integrating corporate finance and wealth management services - The Group recorded a loss of **HK$17,425,000** for the period, compared to a loss of HK$24,607,000 for the same period in 2022[129](index=129&type=chunk) - Basic and diluted loss per share for the period was **1.3 HK cents**, compared to 2.7 HK cents for the same period in 2022[110](index=110&type=chunk) - The Group's strategy is to focus on and consolidate its existing securities operations, and to work closely with the Group's corporate finance business and wealth management business to provide higher quality one-stop integrated financial services to institutional clients and high-net-worth individuals[111](index=111&type=chunk) [Business Review](index=24&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) During the period, the securities brokerage and margin financing business performed strongly, turning profitable, and the money lending business saw growth in both revenue and profit, while corporate finance, advisory and insurance brokerage, and equity investment businesses recorded losses or revenue declines due to intense market competition and macroeconomic challenges - The Group's revenue and net investment losses for the period amounted to **HK$8,688,000**, a **39.01% decrease** compared to HK$14,245,000 for the six months ended September 30, 2022[152](index=152&type=chunk) [Securities Brokerage and Margin Financing](index=24&type=section&id=%E8%AF%81%E5%88%B8%E7%BB%8F%E7%BA%AA%E5%8F%8A%E5%AD%90%E5%B1%95%E8%9E%8D%E8%B5%84) During the period, the securities brokerage and margin financing business saw a significant 231.96% increase in revenue and net investment income to HK$11,881 thousand, achieving a segment profit of HK$4,762 thousand, reversing the prior year's loss, mainly driven by a substantial rise in securities brokerage income - During the period, the Group's securities brokerage and margin financing business recorded revenue and net investment income of **HK$11,881,000**, an increase of **231.96%** compared to revenue and net investment income of HK$3,579,000 for the same period in 2022[130](index=130&type=chunk) - A segment profit of **HK$4,762,000** was recorded for the period, compared to a segment loss of HK$6,470,000 for the same period in 2022, with the segment turning profitable mainly due to an increase in securities brokerage income[153](index=153&type=chunk) [Corporate Finance](index=24&type=section&id=%E4%BC%81%E4%B8%9A%E8%9E%8D%E8%B5%84) Due to intense market competition, corporate finance segment revenue decreased by 55.12% to HK$1,701 thousand during the period, resulting in a segment loss of HK$1,609 thousand, primarily because no other income from debt forgiveness was recognized - Segment revenue from corporate finance business decreased by **55.12%** from HK$3,790,000 to **HK$1,701,000**[154](index=154&type=chunk) - A segment loss of **HK$1,609,000** was recorded for the period, compared to a segment profit of HK$19,864,000 for the same period in 2022, with the decrease in segment profit mainly due to no other income from debt forgiveness being recognized during the period compared to the same period in 2022[154](index=154&type=chunk) [Money Lending](index=25&type=section&id=%E6%94%BE%E5%80%BA) The Group's money lending business, operated through its wholly-owned subsidiary Rich Strong Finance Limited, saw interest income grow by 25.91% to HK$1,837 thousand and achieved a segment profit of HK$1,703 thousand, successfully turning profitable, with loans managed through strict three-tier assessment and credit risk policies - The Group conducts its money lending business through Rich Strong Finance Limited ("Rich Strong Finance"), which is a licensed money lender under the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) and a wholly-owned subsidiary of the company[156](index=156&type=chunk) - The Group recorded interest income from money lending of **HK$1,837,000** (six months ended September 30, 2022: HK$1,459,000), an increase of **25.91%** compared to the same period in 2022[256](index=256&type=chunk) - Segment profit for the period was **HK$1,703,000** (six months ended September 30, 2022: segment loss of HK$2,567,000)[256](index=256&type=chunk) [Overview](index=25&type=section&id=%E6%A6%82%E8%A7%88) Rich Strong Finance provides property mortgage loans, share collateralized loans, and personal loans, typically with terms of 6 to 60 months, serving clients primarily referred by existing customers and management, including companies and individuals in retail, IT, and finance sectors - Rich Strong Finance provides money lending services with the assistance of funds from the Group, including property mortgage loans, share collateralized loans, and personal loans, with loan terms generally ranging from **6 to 60 months**[133](index=133&type=chunk) - Rich Strong Finance's clients are primarily referred by existing clients and the Group's management, including companies engaged in retail and information technology, and individuals employed in the retail and finance sectors[133](index=133&type=chunk) [Internal Control Procedures and Credit Risk Assessment Policy](index=25&type=section&id=%E5%86%85%E9%83%A8%E7%9B%A3%E6%8E%A7%E7%A8%8B%E5%BA%8F%E5%8F%8A%E4%BF%A1%E8%B2%B8%E9%A2%A8%E9%9A%AA%E8%A9%95%E4%BC%B0%E6%94%BF%E7%AD%96) All loan applications undergo a three-tier assessment and approval process, involving evaluation by Rich Strong Finance directors, consultation with the Risk and Compliance Committee, and final approval by designated Group directors, with credit policies covering collateral valuation, LTV ratios, borrower creditworthiness, and repayment ability - All loan applications submitted to Rich Strong Finance are subject to a **three-tier assessment and approval process** by personnel[134](index=134&type=chunk) - The credit policy applies to all types of money lending businesses, including secured and unsecured loans, with assessments conducted from various aspects, including the market value of pledged assets, due diligence on collateral ownership, loan-to-value ratio, legal background checks on borrowers, borrower's creditworthiness, and repayment ability[230](index=230&type=chunk) [Determination of Loan Terms](index=26&type=section&id=%E9%87%90%E5%AE%9A%E8%B2%B8%E6%AC%BE%E6%A2%9D%E6%AC%BE) Loan terms are determined based on the borrower's intended use of funds, credit history, repayment record, liquidity, loan size, and other risk factors, with unsecured loans typically having higher interest rates to reflect increased risk, requiring borrowers to demonstrate sufficient asset levels - Loan terms are determined based on the following factors: the borrower's stated use of funds; the borrower's creditworthiness and repayment history; the borrower's liquidity position; the size of the loan application compared to the Group's internal capital resource allocation and planning; and other risk factors[135](index=135&type=chunk)[159](index=159&type=chunk) - The interest rate for unsecured loans will be correspondingly higher than that for secured loans to reflect their higher risk, but borrowers must demonstrate a sufficient asset level[231](index=231&type=chunk) [Borrowing Status](index=27&type=section&id=%E5%80%9F%E6%AC%BE%E6%83%85%E5%86%B5) As of September 30, 2023, Rich Strong Finance had five outstanding loans with a total principal of HK$40,500 thousand, bearing annual interest rates between 8% and 13%, and regularly reports to management on outstanding loans, due loans, and collection status - As of September 30, 2023, there were a total of **five outstanding loans**, with an aggregate outstanding principal amount of **HK$40,500,000**, and annual interest rates ranging from **8% to 13%**[138](index=138&type=chunk) - Rich Strong Finance regularly submits updated reports to the Group's management on a weekly basis to review the total outstanding loan balances, overdue loans, and collection status of repayments[139](index=139&type=chunk) [Collection of Loans Receivable](index=27&type=section&id=%E6%94%B6%E5%9B%9E%E5%BA%94%E6%94%B6%E8%B2%B8%E6%AC%BE) Rich Strong Finance has delinquency collection guidelines, including timely borrower contact, legal counsel engagement for demand letters after 30 days of delinquency, and a final warning with potential legal action after 90 days, with any deviations requiring director review and approval - If repayment is overdue for **30 days**, Rich Strong Finance will verify and confirm the borrower's latest outstanding amount and appoint legal counsel to issue a formal demand letter to the borrower[162](index=162&type=chunk) - If repayment is overdue for **90 days**, Rich Strong Finance will issue a final warning: if the overdue repayment is not settled within 14 days, Rich Strong Finance will take legal action against the borrower[162](index=162&type=chunk) [Credit Risk Assessment](index=27&type=section&id=%E4%BF%A1%E8%B2%B8%E9%A2%A8%E9%9A%AA%E8%A9%95%E4%BC%B0) The Group applies a general approach to measure expected credit losses for loans receivable, classifying them into three stages based on increased credit risk, and management references external credit ratings, industry trends, and forward-looking economic data when assessing default risk - The Group applies a general approach to measure loss allowances for expected credit losses on loans receivable[140](index=140&type=chunk) - Management classifies loans receivable in the following manner: Stage 1 (no significant increase in credit risk), Stage 2 (significant increase in credit risk but no impairment), and Stage 3 (credit impaired)[142](index=142&type=chunk)[194](index=194&type=chunk)[166](index=166&type=chunk)[233](index=233&type=chunk) - When assessing the default risk of loans receivable, management refers to default rate studies conducted by certain external credit rating agencies and uses industry trends and experienced credit judgment as forward-looking economic information[142](index=142&type=chunk) [Advisory and Insurance Brokerage](index=28&type=section&id=%E9%A1%A7%E5%95%8F%E5%8F%8A%E4%BF%9D%E9%9A%AA%E7%B6%93%E7%B4%80) During the period, the advisory and insurance brokerage segment's revenue decreased by 20.26% to HK$374 thousand, resulting in a segment loss of HK$50 thousand, compared to a segment profit in the prior year - During the period, the Group's advisory services and insurance brokerage services recorded segment revenue of **HK$374,000** (six months ended September 30, 2022: HK$469,000), a **20.26% decrease** compared to the same period in 2022[168](index=168&type=chunk) - Segment loss for the period was **HK$50,000** (six months ended September 30, 2022: segment profit of HK$48,000)[168](index=168&type=chunk) [Asset Management](index=28&type=section&id=%E8%B3%87%E7%94%A2%E7%AE%A1%E7%90%86) During the period, the asset management segment's revenue was HK$2,624 thousand, a decrease from HK$5,509 thousand in the prior year, but successfully achieved a segment profit of HK$265 thousand, reversing the loss from the same period last year - During the period, the Group recorded asset management segment revenue of **HK$2,624,000** (six months ended September 30, 2022: HK$5,509,000)[196](index=196&type=chunk) - Segment profit for the period was **HK$265,000** (six months ended September 30, 2022: segment loss of HK$431,000)[196](index=196&type=chunk) [Equity Investment](index=29&type=section&id=%E8%82%A1%E6%AC%8A%E6%8A%95%E8%B3%87) During the period, the equity investment segment recorded revenue and net investment losses of HK$9,661 thousand, with a segment loss of HK$9,977 thousand, a significant increase from the prior year, reflecting the challenging global economic market outlook - During the period, the Group recorded segment revenue and net investment losses of **HK$9,661,000** in equity investment (six months ended September 30, 2022: HK$461,000)[144](index=144&type=chunk) - Segment loss for the period was **HK$9,977,000** (six months ended September 30, 2022: segment loss of HK$813,000)[144](index=144&type=chunk) - In 2023, the continued increase in geopolitical risks, volatile interest rate trends, and monetary policy adjustments, among other factors, led to an unfavorable outlook for global economic market growth, with the Hong Kong financial market also affected[170](index=170&type=chunk) [Outlook](index=29&type=section&id=%E5%B1%95%E6%9C%9B) The company aims to leverage national and Hong Kong development opportunities, attract strategic investors, optimize management, expand fintech innovation, enhance integrated financial services, and become an ideal partner for corporate and individual investors, connecting mainland and international capital and investors to create returns for stakeholders - The company will seize the historical opportunities for national and Hong Kong development, strive for progress, actively introduce strategic investors, reorganize and optimize its management team, expand fintech innovation businesses and service dimensions, comprehensively enhance its various business capabilities, and strive to promote the rapid development of Hong Kong's Web3.0 ecosystem through innovation[198](index=198&type=chunk) - The company will continuously optimize itself, deeply cultivate customer needs and segmented markets, and, relying on its rich business lines, is committed to becoming an ideal integrated financial service partner for corporate and individual investors, and providing clients with an excellent technology-driven one-stop integrated financial service platform[198](index=198&type=chunk) - The company will also combine its own advantages, fully leverage its position as a "bridgehead" for internal and external communication, connect mainland and international capital and investors, serve the needs of all sectors, create more opportunities for the financial industry of the nation and Hong Kong, and generate ideal returns for the company's shareholders, employees, clients, and stakeholders[198](index=198&type=chunk) [Subscription of New Shares Under General Mandate](index=29&type=section&id=%E6%A0%B9%E6%8D%AE%E4%B8%80%E8%88%AC%E6%8E%88%E6%9D%83%E8%AE%A4%E8%B4%AD%E6%96%B0%E8%82%A1%E4%BB%BD) On August 7, 2023, the company entered into an agreement to allot and issue 263,593,577 subscription shares to an independent third party at HK$0.20 per share, raising net proceeds of approximately HK$52.64 million, aimed at enhancing liquidity, increasing operational flexibility, funding business development, and serving as working capital without increasing interest burden - On August 7, 2023, the company entered into a subscription agreement with the subscriber, pursuant to which the company conditionally agreed to allot and issue, and the subscriber conditionally agreed to subscribe for, a total of **263,593,577** subscription shares at the subscription price of **HK$0.20** per subscription share[146](index=146&type=chunk) - The total gross proceeds from the subscription amounted to **HK$52.72 million**, and the net proceeds received by the company from the subscription (after deducting related expenses) were approximately **HK$52.64 million**[235](index=235&type=chunk) - The subscription provides an opportunity for the Group to raise additional funds to enhance its liquidity level, increase its operational flexibility, maintain its ability to fund any potential business development opportunities for its existing businesses, and serve as the Group's working capital[202](index=202&type=chunk) [Subscription Shares](index=30&type=section&id=%E8%AE%A4%E8%B4%AD%E8%82%A1%E4%BB%BD) The subscription involved 263,593,577 shares, representing approximately 20.00% of the issued share capital on the announcement date and 16.67% of the enlarged issued share capital, with the subscription shares ranking pari passu with existing shares upon issuance - The subscription shares represent approximately (a) **20.00%** of the company's issued share capital as of the announcement date of the subscription of new shares; and (b) approximately **16.67%** of the company's issued share capital as enlarged by the allotment and issue of the subscription shares[200](index=200&type=chunk) - The subscription shares, upon allotment, issue, and being fully paid, will rank pari passu in all respects among themselves and with other shares in issue on the completion date[173](index=173&type=chunk) [Subscription Price](index=30&type=section&id=%E8%AE%A4%E8%B4%AD%E4%BB%B7) The subscription price was HK$0.20 per share, representing a premium of approximately 14.29% over the closing price of HK$0.175 per share on the HKEX on the date of the subscription agreement - The subscription price of **HK$0.20** per subscription share represents a premium of approximately **14.29%** over the closing price of HK$0.175 per share as quoted on the SEHK on August 7, 2023 (the date of the subscription agreement)[261](index=261&type=chunk) [Reasons for Subscription](index=30&type=section&id=%E8%AE%A4%E8%B4%AD%E7%90%86%E7%94%B1) The Directors believe the subscription is an opportunity to raise additional funds for the Group to enhance liquidity, increase operational flexibility, fund potential business developments, and serve as working capital without increasing interest burden, thereby strengthening its financial position - The Directors believe that through the allotment and issue of the subscription shares, the subscription provides an opportunity for the Group to raise additional funds to enhance its liquidity level, increase the Group's operational flexibility, maintain its ability to fund any potential business development opportunities for its existing businesses, and serve as the Group's working capital[202](index=202&type=chunk) - The subscription strengthens the Group's financial position, enabling the Group to increase its working capital through the subscription without increasing its interest burden, and to enhance the Group's ability to withstand liquidity risks through equity fundraising[202](index=202&type=chunk) [Use of Proceeds from Subscription](index=31&type=section&id=%E8%AE%A4%E8%B4%AD%E4%BA%8B%E9%A1%B9%E6%89%80%E5%BE%97%E6%AC%BE%E9%A1%B9%E5%8F%8A%E5%85%B6%E7%94%A8%E9%80%94) The net proceeds from the subscription, approximately HK$52.64 million, are primarily allocated for investments in blockchain technology and cryptocurrency trading entities, cryptocurrency custody service banking entities, repayment of corporate bond principal and interest, with the remainder for general working capital Use of Proceeds from Subscription (As of September 30) | Intended Use | Approximate Amount (HK$) | Amount Utilized During the Period (HK$) | Unutilized Proceeds (HK$) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Investment in blockchain technology and cryptocurrency trading entities | 23.71 million | 11.86 million | 11.85 million | Before end of 2023 | | Investment in cryptocurrency custody service banking entities | 12.48 million | 0 | 12.48 million | Fully utilized as of this announcement date | | Repayment of corporate bond principal and interest | 13.70 million | 0.20 million | 13.50 million | Fully utilized as of this announcement date | | General working capital | 2.75 million | 2.75 million | 0 | Not applicable | [Capital Structure](index=31&type=section&id=%E8%B5%84%E6%9C%AC%E7%BB%93%E6%9E%84) The Group actively manages its capital structure to ensure flexible capital turnover for licensed subsidiaries and compliance with minimum capital requirements, with both capital gearing ratio and debt ratio decreasing during the period, reflecting an improved financial position, and has previously raised funds through convertible bonds for business expansion - The Group actively and regularly reviews and manages its capital structure, and makes adjustments to its capital structure in response to changes in the economic environment[177](index=177&type=chunk) - During the period and for the year ended March 31, 2023, all licensed subsidiaries of the Group complied with the liquidity requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong)[177](index=177&type=chunk) [Capital Risk Management](index=32&type=section&id=%E8%B5%84%E6%9C%AC%E9%A3%8E%E9%99%A9%E7%AE%A1%E7%90%86) The Group manages its capital to ensure the continued operation of its entities and maximize shareholder returns by optimizing the balance between debt and equity, with the Board regularly reviewing the capital structure and ensuring compliance with regulatory capital requirements for member companies - The Group manages its capital to ensure that its entities can continue as going concerns and to maximize returns to shareholders through optimizing the balance between debt and equity[178](index=178&type=chunk) - During the period and for the year ended March 31, 2023, there were no instances of the Group's member companies violating the capital requirements imposed by relevant regulatory authorities[180](index=180&type=chunk) [Liquidity, Financial Resources and Gearing Ratio](index=32&type=section&id=%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E3%80%81%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90%E5%8F%8A%E8%B5%84%E6%9C%AC%E8%B4%9F%E5%80%BA%E6%AF%94%E7%8E%87) As of September 30, 2023, the Group's current assets were HK$371,186 thousand, current liabilities were HK$163,025 thousand, resulting in a current ratio of 2.28 times, with cash and cash equivalents at HK$122,021 thousand, and the capital gearing ratio decreased to 9.10% and debt ratio to 33.42%, mainly due to repayment of corporate bonds and lease liabilities Liquidity and Gearing Ratio (As of September 30) | Indicator | September 30, 2023 | March 31, 2023 | | :--- | :--- | :--- | | Current assets | HK$371,186 thousand | HK$369,299 thousand | | Current liabilities | HK$163,025 thousand | HK$177,169 thousand | | Current ratio | 2.28 times | 2.08 times | | Cash and cash equivalents | HK$122,021 thousand | HK$111,748 thousand | | Capital gearing ratio | 9.10% | 12.40% | | Debt ratio | 33.42% | 37.69% | - The decrease in the capital gearing ratio was mainly due to the repayment of corporate bonds and lease liabilities[210](index=210&type=chunk) - One of the Group's subsidiaries is a licensed insurance intermediary under the Insurance Ordinance (Chapter 41 of the Laws of Hong Kong) and is required to maintain a minimum net asset value of **HK$300,000** at all times[207](index=207&type=chunk) [Issuance of Convertible Bonds](index=33&type=section&id=%E5%8F%91%E8%A1%8C%E5%8F%AF%E6%8D%A2%E8%82%A1%E5%80%BA%E5%88%B8) The company previously issued multiple tranches of convertible bonds totaling HK$570 million through subscription agreements with Wan Jia, PAL, and Jiang Xian Capital in 2016 and 2017, to expand margin financing, underwriting, money lending, private equity investment, and asset management businesses, with some bonds repaid or converted and others not issued due to unfulfilled conditions - On November 22, 2016, the company entered into the Cinda Subscription Agreement, the PAL Subscription Agreement, and the Jiang Xian Capital Subscription Agreement, respectively, for the issuance of convertible bonds with an aggregate principal amount of **HK$570 million**[211](index=211&type=chunk) - The net proceeds from the first tranche of convertible bonds, approximately **HK$385 million**, were used for capital injection into joint ventures and expansion of margin financing and underwriting businesses, money lending businesses, participation in private equity investments, strengthening the capital base of subsidiaries, and general working capital[213](index=213&type=chunk) - The Wan Jia convertible bonds matured on March 30, 2020, and the outstanding principal amount of **HK$53,454,000** together with all accrued and unpaid interest was paid on April 3, 2020[187](index=187&type=chunk) [First Tranche of Convertible Bonds](index=34&type=section&id=%E7%AC%AC%E4%B8%80%E6%89%B9%E5%8F%AF%E6%8D%A2%E8%82%A1%E5%80%BA%E5%88%B8) The first tranche of convertible bonds (Wan Jia, PAL, and Jiang Xian Capital) was completed on March 30, 2017, bearing interest at 2% per annum and a conversion price of HK$0.06 per share, with portions of Wan Jia and Jiang Xian Capital convertible bonds converted into shares in April 2017 - The first tranche of convertible bonds was completed on March 30, 2017, with the convertible bonds of Wan Jia, PAL, and Jiang Xian Capital all bearing interest at **2% per annum**, maturing on the third (3rd) anniversary from the issue date of the convertible bonds, and a conversion price of **HK$0.06** per conversion share[184](index=184&type=chunk) - The Wan Jia convertible bonds were exercised on April 27, 2017, at a conversion price of HK$0.06 for approximately **51.74%** of the original principal amount, equivalent to **HK$57,300,000**, and **955,000,000** shares of the company were issued on April 28, 2017, upon completion of the conversion[185](index=185&type=chunk) [Second Tranche of Jiang Xian Capital Convertible Bonds](index=34&type=section&id=%E7%AC%AC%E4%BA%8C%E6%89%B9%E6%B1%9F%E5%85%88%E8%B5%84%E6%9C%AC%E5%8F%AF%E6%8D%A2%E8%82%A1%E5%80%BA%E5%88%B8) The second tranche of Jiang Xian Capital convertible bonds was completed on June 28, 2017, raising net proceeds of HK$60 million primarily for expanding margin financing and underwriting businesses, and the outstanding principal and interest were repaid on September 4, 2020, after an extension was not approved by shareholders - The second tranche of subscription was completed on June 28, 2017, raising net proceeds of **HK$60,000,000** from the issuance of the second tranche of Jiang Xian Capital convertible bonds, of which approximately **HK$50,000,000** was used to further expand its margin financing business and approximately **HK$10,000,000** for underwriting business[214](index=214&type=chunk) - The second tranche of Jiang Xian Capital convertible bonds matured on June 28, 2020, and in accordance with the terms and conditions of the Jiang Xian Capital convertible bonds, the outstanding principal amount of **HK$60,000,000** together with all accrued and unpaid interest was paid on September 4, 2020[239](index=239&type=chunk) [Third Tranche of Jiang Xian Capital Convertible Bonds](index=35&type=section&id=%E7%AC%AC%E4%B8%89%E6%89%B9%E6%B1%9F%E5%85%88%E8%B5%84%E6%9C%AC%E5%8F%AF%E6%8D%A2%E8%82%A1%E5%80%BA%E5%88%B8) The third tranche of Jiang Xian Capital convertible bonds was completed on July 5, 2018, raising net proceeds of HK$60 million for strengthening proprietary trading, private equity investment, and asset management businesses, with some bonds converted into shares in January 2019 and the remainder repaid on July 5, 2021 - The third tranche of subscription was completed on July 5, 2018, raising net proceeds of **HK$60,000,000** from the issuance of the third tranche of Jiang Xian Capital convertible bonds, of which approximately **HK$36,000,000** was used to further strengthen its proprietary trading business, approximately **HK$12,000,000** for participation in private equity investments, and approximately **HK$12,000,000** for its asset management business[186](index=186&type=chunk) - The third tranche of Jiang Xian Capital convertible bonds was exercised on January 11, 2019, at a conversion price of HK$0.06 for **65%** of the original principal amount, equivalent to **HK$39,000,000**, and **650,000,000** shares of the company were issued on January 14, 2019, upon completion of the conversion[215](index=215&type=chunk) - The third tranche of Jiang Xian Capital convertible bonds matured on July 5, 2021, and in accordance with the terms and conditions of the Jiang Xian Capital convertible bonds, the outstanding principal amount of **HK$21,000,000** together with all accrued and unpaid interest was paid on July 5, 2021[217](index=217&type=chunk) [Adjustment to Convertible Bonds](index=38&type=section&id=%E5%8F%AF%E6%8D%A2%E8%82%A1%E5%80%BA%E5%88%B8%E4%B9%8B%E8%B0%83%E6%95%B4) Due to a share consolidation, the conversion price and the number of consolidated shares to be issued upon conversion of outstanding convertible bonds were adjusted from HK$0.06 per share for 350,000,000 existing shares to HK$0.60 per share for 35,000,000 consolidated shares, with all other terms and conditions remaining unchanged Convertible Bond Adjustment (As of September 30) | Before Adjustment | | After Adjustment | | | :--- | :--- | :--- | :--- | | Number of existing shares to be issued upon full conversion of outstanding convertible bonds | 350,000,000 | Number of consolidated shares to be issued upon full conversion of outstanding convertible bonds | 35,000,000 | | Conversion price per existing share | HK$0.06 | Conversion price per consolidated share | HK$0.60 | - Save for the convertible bond adjustment, all other terms and conditions of the company's convertible bonds remain unchanged[270](index=270&type=chunk) [Significant Investments](index=38&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B5%84) The company holds a significant investment in its associate, China Sparkle Financial Holdings Limited ("Sparkle"), with a 25% equity interest and a carrying amount of HK$96,335 thousand, representing 19.75% of the Group's total assets, with Sparkle Group primarily engaged in loan financing and advisory services in Hong Kong and mainland China - The company has a significant investment in its associate, Sparkle[223](index=223&type=chunk) - Sparkle and its subsidiaries (collectively, the "Sparkle Group") are principally engaged in the provision of loan financing and advisory services in Hong Kong and mainland China[246](index=246&type=chunk) - As of September 30, 2023, the carrying amount of this investment was **HK$96,335,000**, representing **19.75%** of the Group's total assets as of September 30, 2023[225](index=225&type=chunk) [Investment in Associates](index=38&type=section&id=%E4%BA%8E%E8%81%94%E8%90%A5%E5%85%AC%E5%8F%B8%E4%B9%8B%E6%8A%95%E8%B5%84) Gold Kingdom Holdings Limited, a wholly-owned subsidiary of the company, acquired a 25% equity interest in Sparkle on August 22, 2012, for approximately HK$64,131 thousand, which the company considers a passive, medium-to-low risk investment with no current intention to alter its investment level - On August 22, 2012, Gold Kingdom Holdings Limited, a wholly-owned subsidiary of the company, acquired a **25% equity interest** in Sparkle for a consideration of approximately **HK$64,131,000**[247](index=247&type=chunk) - The company's investment in Sparkle Group is considered a passive, medium-to-low risk investment for the company, and as of the date of this announcement, the company has no intention to change its investment level in Sparkle Group[248](index=248&type=chunk) [Material Acquisitions and Disposals](index=39&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B4%AD%E5%8F%8A%E5%87%BA%E5%94%AE) The Group did not make any material acquisitions or disposals during the period - The Group did not make any material acquisitions or disposals during the period[249](index=249&type=chunk) [Contingent Liabilities](index=39&type=section&id=%E6%88%96%E7%84%B6%E8%B4%9F%E5%80%BA) As of September 30, 2023, the Group had no significant contingent liabilities - As of September 30, 2023, the Group had no significant contingent liabilities (March 31, 2023: nil)[250](index=250&type=chunk) [Pledge of the Group's Assets](index=39&type=section&id=%E6%9C%AC%E9%9B%86%E5%9B%A2%E8%B5%84%E4%BA%A7%E6%8A%B5%E6%8A%BC) As of September 30, 2023, the Group ha

Fundraising Activities - The company raised approximately HK$56.50 million and HK$56.82 million from two fundraising activities in September 2022 and January 2023, respectively, to replenish working capital and acquire fintech-related assets[11]. - The total amount raised from the two new share offerings was used primarily for capital-intensive licensed activities and acquiring quality fintech-related assets at low prices during the economic downturn[11]. - The company raised a total of HK$305,661,000 through the issuance of convertible bonds to Riverhead Capital in 4 tranches[44]. - The net proceeds from tranche 3 of the convertible bonds amounted to HK$60,000,000, with approximately HK$36,000,000 allocated to strengthen proprietary trading, HK$12,000,000 for private equity investments, and HK$12,000,000 for asset management[48]. - The total amount raised from the issuance of the Convertible Bonds was HK$120,000,000 as of 31 March 2023[79]. - The Directors intend to allocate 50% of the net proceeds from the Subscription for private equity and/or securities investment opportunities, 15% for general working capital, and 35% for potential new projects[182]. - The net proceeds from the placing of new shares were approximately HK$56.82 million after deducting commissions and other related expenses[194]. Financial Performance - Securities brokerage and margin financing revenue decreased by approximately 80.36% to HK$7,309,000 from HK$37,222,000 in 2022[29]. - Net investment gains for the year ended March 31, 2023, amounted to approximately HK$22,000, compared to nil in 2022[29]. - Segment loss for the securities brokerage and margin financing business increased by approximately 2,510.92% to HK$12,428,000 from HK$476,000 in 2022[29]. - Corporate finance segment revenue decreased by approximately 20.46% from HK$6,844,000 to HK$5,444,000[29]. - Corporate finance segment profit for the year ended March 31, 2023, was approximately HK$14,446,000, compared to a segment loss of approximately HK$11,652,000 in 2022[29]. - Interest income from money lending decreased by approximately 66.60% to HK$2,788,000 from HK$8,348,000 in 2022[30]. - The company reported a net investment loss from equity investments of approximately HK$4,500,000, an increase of about 60.20% from HK$2,809,000 in 2022[68]. - The net loss on financial instruments was approximately HK$4,630,000 for 2023, compared to approximately HK$3,151,000 in 2022[200]. Market Conditions - The Hong Kong stock market saw a significant decline, with the Hang Seng Index dropping over 15% in the past year, reaching its lowest level in nearly 13 years[7]. - The average daily trading volume in the Hong Kong securities market decreased by over 25% year-on-year[7]. - The global market outlook for 2023 is expected to face volatility and challenges due to high interest rates and geopolitical factors, impacting investment demand and financial market stability[139]. - The global financial markets have been sluggish over the past year due to geopolitical tensions and high interest rates, negatively impacting the economies of Hong Kong and Mainland China[200]. Strategic Goals - The company aims to leverage fintech innovation opportunities in China and Hong Kong to expand its business lines and enhance its capability to provide comprehensive financial services[9]. - The company is committed to becoming an integrated financial service partner and a one-stop platform for premium financial services, focusing on cross-border financial services and fintech innovation[9]. - The company aims to enhance operational capabilities and competitiveness through fintech innovation and strategic goals of technological transformation[25]. - The company aims to enhance its fintech innovation capabilities and expand its business lines to become an ideal integrated financial service partner for corporate and individual investors[118]. - The company will leverage opportunities from the Guangdong-Hong Kong-Macao Greater Bay Area to facilitate two-way capital flows and support national policies[118]. - The company intends to attract strategic investments to expand its capital base and enhance its credit rating in the capital market[12]. Capital Management - As of March 31, 2023, the company had three outstanding loans with an aggregate principal amount of HK$17,000,000, with interest rates ranging from 12% to 13% per annum[18]. - The company aims to strengthen its capital base for corporate financing with an allocation of HK$2,000,000[100]. - General working capital is allocated HK$34,000,000[101]. - The company has not utilized HK$150,000,000 of the proceeds as of 31 March 2023[97]. - The Group actively reviews and manages its capital structure to ensure liquidity and support business operations[144]. - The Group's capital structure includes debt, cash and cash equivalents, and equity attributable to owners, with liquid capital ranging from HK$100,000 to HK$3,000,000 or 5% of total adjusted liabilities[168]. Share Capital and Issuance - As of March 31, 2023, the total issued share capital of the Company was approximately HK$131,797,000, comprising 1,317,967,885 shares[141]. - The Company completed a subscription of 183,000,000 shares, representing approximately 19.99% of the total issued shares prior to the subscription and approximately 16.66% post-allotment[143]. - The subscription price for new shares was set at HK$0.31, representing a premium of approximately 8.77% over the closing price on the date of the subscription agreement[126]. - A placing agreement was entered into on December 28, 2022, for up to 219,661,577 placing shares at a price of HK$0.26 per share, representing approximately 20.00% of the existing issued share capital[155][156]. - A total of 219,660,000 placing shares were successfully placed, representing approximately 16.67% of the issued share capital post-allotment[162]. Risk Management - The company is committed to improving its risk management measures and enhancing its risk management capabilities to strengthen business competitiveness[138]. - The company ensures that all licensed subsidiaries maintain adequate liquid capital levels to support business activities and comply with regulatory requirements[120]. - The management monitors the subsidiaries' liquid capital levels daily to ensure compliance with the minimum liquid capital requirements set by regulators[168].

Financial Performance - Revenue for the year ended March 31, 2023, was HKD 26,943,000, a decrease of 53.8% from HKD 58,487,000 in the previous year[7]. - Total comprehensive loss for the year was HKD (65,232,000), down from HKD (76,449,000) in the previous year, showing an improvement in overall financial performance[7]. - Basic and diluted loss per share for the year was HKD (5.58), compared to HKD (8.66) in the previous year, indicating a reduction in losses per share[7]. - The company reported a loss attributable to joint ventures of HKD 855,000 and a pre-tax loss of HKD 58,863,000 for the year ended March 31, 2023[23]. - The company recorded a net loss of HKD 58,855,000 for the year, compared to a net loss of HKD 79,309,000 in the previous year, indicating a 26% reduction in losses[49]. - The company reported a pre-tax loss of HKD 58,863,000 for the year ended March 31, 2023, compared to a loss of HKD 79,534,000 in the previous year, representing a 26% improvement[44]. - The company’s total loss for the year was HKD 79,309,000, reflecting ongoing challenges in the market[23]. Revenue Segments - The company reported a significant increase in corporate finance service income to HKD 2,236,000 from HKD 1,100,000, reflecting growth in this segment[15]. - Asset management income surged to HKD 10,651,000 from HKD 4,583,000, demonstrating strong performance in asset management services[15]. - The company’s revenue from asset management increased to HKD 10,885,000 in 2023 from HKD 4,583,000 in the previous year, indicating growth in this segment[24]. - The securities brokerage and margin financing business generated revenue of approximately HKD 7,309,000, down approximately 80.36% from HKD 37,222,000 in the previous year[79]. - The corporate finance segment's revenue decreased by approximately 20.46% from about HKD 6,844,000 to approximately HKD 5,444,000, while it recorded a segment profit of approximately HKD 14,446,000 compared to a segment loss of about HKD 11,652,000 in the previous year[81]. Investment Performance - Net investment losses amounted to HKD (4,630,000), compared to HKD (3,151,000) in the prior year, indicating a deterioration in investment performance[7]. - The company incurred a net investment loss of HKD 3,151,000, impacting overall performance negatively[24]. - The group recorded segment revenue and net investment losses of approximately HKD 4,500,000 in equity investments, representing an increase of about 60.20% compared to HKD 2,809,000 in the same period of 2022[102]. Asset and Liability Management - The company’s cash and cash equivalents decreased to HKD 248,650,000 from HKD 365,754,000, indicating a reduction in liquidity[9]. - The total assets of the company decreased from HKD 604,610,000 in 2022 to HKD 475,761,000 in 2023, reflecting a significant reduction in asset value[30]. - The company’s total liabilities decreased from HKD 356,751,000 in 2022 to HKD 179,292,000 in 2023, showing a reduction in financial obligations[30]. - Trade payables and other payables decreased to HKD 141,682,000 from HKD 179,461,000, reflecting improved management of liabilities[8]. - The company’s short-term lease expenses decreased to HKD 234,000 in 2023 from HKD 328,000 in 2022, a decline of about 29%[40]. Credit Risk and Management - The expected credit loss on receivables increased significantly to HKD (16,717,000) from HKD (5,425,000), reflecting higher credit risk[7]. - The expected credit loss for trade receivables increased to HKD 14,604,000 in 2023 from HKD 2,793,000 in 2022, reflecting a substantial rise of approximately 422.5%[61]. - The company has implemented sound credit management policies to monitor and manage credit risk effectively[184]. Employee and Operational Costs - Employee costs amounted to HKD 42,575,000 in 2023, down from HKD 51,702,000 in 2022, reflecting a decrease of about 17%[40]. - Total operating expenses decreased to HKD 13,916,000 in 2023 from HKD 25,770,000 in 2022, a reduction of approximately 46%[40]. - The group had a total of 55 employees as of March 31, 2023, down from 69 employees in 2022, with employee costs (excluding director remuneration) approximately HKD 36,115,000, a decrease from HKD 43,987,000 in 2022[186]. Capital Management and Financing - The company issued 183,000,000 shares in September 2022, raising approximately HKD 56,730,000 from the subscription[73]. - The company increased its authorized share capital to HKD 2,000,000,000 by adding an additional 18,000,000,000 shares in March 2023[72]. - The company issued convertible bonds totaling HKD 570,000,000, with a conversion price of HKD 0.06 per share, resulting in the issuance of 6,500,000,000 shares upon full conversion[104]. - The company plans to continue its strategy of expanding its financing and underwriting businesses through the proceeds from the convertible bonds[119]. Future Outlook - The company anticipates a significant improvement in the Hong Kong economy due to the resumption of business and travel activities, benefiting the overall financial services sector[127]. - The management anticipates a gradual recovery in the business environment and market demand as Hong Kong and mainland China resume cross-border operations[176]. - The company aims to leverage opportunities in national and Hong Kong financial technology innovation, actively seeking strategic investors and optimizing management[129].

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]

Corporate Governance Changes - The company reported a significant change in its board of directors, with Dr. Liu Zhiwei appointed as Chairman on August 22, 2022, and several other directors resigning or being removed during the year[5]. - The company has undergone a restructuring of its executive team, with key positions changing hands, including the resignation of the CEO Zhu Yi on September 15, 2022[5]. - The company has established various committees, including an audit committee and a remuneration committee, to enhance corporate governance[11]. Financial Performance - Revenue for the six months ended September 30, 2022, was HK$14,695,000, a decrease of 9.2% from HK$16,193,000 in the same period of 2021[22]. - Net investment losses amounted to HK$450,000, compared to losses of HK$2,989,000 in the previous year, indicating an improvement[22]. - Loss before tax for the period was HK$24,615,000, reduced from HK$32,421,000 in the prior year, reflecting a 24.5% decrease in losses[22]. - Loss for the period was HK$24,607,000, down from HK$32,977,000 in the same period last year, representing a 25.3% reduction[22]. - Other income increased significantly to HK$1,988,000 from HK$458,000, marking a rise of 334.8%[22]. - Staff costs decreased to HK$23,326,000 from HK$24,943,000, a reduction of 6.5%[22]. - Finance costs decreased to HK$3,643,000 from HK$6,858,000, showing a decline of 46.9%[22]. - Expected credit losses on loans and trade receivables were HK$8,708,000, compared to HK$557,000 in the previous year, indicating a significant increase in provisions[22]. - Share of profits of associates rose to HK$4,478,000 from HK$1,841,000, an increase of 143.5%[22]. - For the six months ended September 30, 2022, the company reported a loss per share of HK$ (2.7), an improvement from a loss of HK$ (3.6) in the same period of 2021[25]. - Total comprehensive expense for the period was HK$ (36,715,000), compared to HK$ (31,327,000) in the previous year, indicating an increase in losses[25]. Asset and Equity Changes - Current assets decreased to HK$ 387,084,000 from HK$ 492,586,000 as of March 31, 2022, reflecting a decline of approximately 21.4%[27]. - Non-current assets decreased from HK$ 105,818,000 to HK$ 98,840,000, a reduction of about 6.9%[27]. - Net current assets increased to HK$ 190,582,000 from HK$ 171,185,000, showing a growth of approximately 11.5%[30]. - Total equity rose to HK$ 267,874,000 as of September 30, 2022, compared to HK$ 247,859,000 at the end of March 2022, reflecting an increase of about 8.1%[30]. - The company issued shares worth HK$ 56,730,000 during the period, contributing to the increase in total equity[33]. Cash Flow and Financing Activities - For the six months ended September 30, 2022, the company reported a net cash generated from operating activities of HK$34,323,000, a decrease from HK$70,549,000 in the same period of 2021, representing a decline of approximately 51.3%[176]. - The company experienced a net decrease in cash and cash equivalents of HK$47,640,000 for the six months ended September 30, 2022, compared to a decrease of HK$64,101,000 in the same period of 2021, showing an improvement of approximately 25.7%[178]. - The cash and cash equivalents at the beginning of the period were HK$190,418,000, down from HK$263,850,000 at the same time last year, reflecting a decrease of approximately 27.7%[178]. - The company redeemed convertible bonds amounting to HK$100,000,000 during the financing activities, which is a significant cash outflow compared to the previous year[176]. - The company’s cash flows from financing activities resulted in a net cash used of HK$82,390,000, compared to HK$134,753,000 in the previous year, indicating a reduction of approximately 38.9%[178]. Market Position and Future Outlook - The company is positioned in the fintech sector, which may suggest potential for market expansion, but specific strategies or plans are not outlined in the extracted content[12]. - The company plans to continue its market expansion and product development strategies to improve future performance and mitigate losses[176]. - Management has indicated ongoing efforts to enhance operational efficiency and explore new market opportunities[198]. Financial Reporting and Compliance - GoFintech Innovation Limited reported its interim financial information for the six months ended 30 September 2022, prepared in accordance with HKAS 34, with figures presented in thousands of Hong Kong dollars (HK$'000) [181]. - The Group's interim financial information for the Period is unaudited but has been reviewed by the Audit Committee and external auditors [181]. - The accounting policies and methods used in the interim financial information are consistent with those used in the preparation of the Group's most recent annual financial statements for the year ended 31 March 2022 [183]. - The Group has applied amendments to Hong Kong Financial Reporting Standards (HKFRSs) effective for the financial year beginning on 1 April 2022, with no material impact on the Group's financial statements [185]. - The financial information is presented in compliance with the applicable disclosure requirements of the Listing Rules governing the listing of securities on the Stock Exchange [181]. Revenue Breakdown - Income from securities brokerage business was HK$1,747,000, down from HK$1,892,000, reflecting a decline of 7.7% year-over-year[194]. - Income from money lending business decreased significantly to HK$1,459,000, a drop of 70.8% from HK$4,981,000 in the previous year[194]. - Margin interest income from securities brokerage business increased to HK$5,519,000, up 157.9% from HK$2,141,000 in the same period last year[194]. - Revenue from contracts with customers under HKFRS 15 was HK$11,425,000, an increase of 33.5% compared to HK$8,567,000 in 2021[198]. - Service income from corporate finance was HK$3,790,000, slightly down from HK$3,923,000, a decrease of 3.2% year-over-year[198]. - Income from asset management business was HK$5,519,000, a significant increase from HK$2,141,000, reflecting a growth of 157.9%[198]. - Dividend income was nil for the current period, compared to HK$229,000 in the previous year[194]. - The company continues to focus on expanding its service offerings in the securities brokerage and asset management sectors[198].

Financial Performance - As of March 31, 2022, the Group's total revenue was approximately HK$58,487,000, representing a year-on-year decrease of approximately 56%[29]. - The Group recorded a loss before tax of approximately HK$79,534,000 for the year ended March 31, 2022, compared to a loss of approximately HK$13,495,000 for the corresponding period in 2021, marking an increase in loss of approximately 487.69%[34]. - Revenue from the securities brokerage and margin financing business decreased by approximately 27.04% to approximately HK$37,222,000 from approximately HK$51,014,000 in 2021[38]. - The corporate finance segment revenue decreased by approximately 82.09% from approximately HK$38,207,000 to approximately HK$6,844,000, with a segment loss of approximately HK$11,652,000 for the year ended March 31, 2022[38]. - The Group's net investment losses were significant, with no net investment gain recorded for the year ended March 31, 2022, compared to approximately HK$5,702,000 in 2021[38]. - The basic and diluted loss per share for the Reporting Year was approximately HK8.66 cents, compared to approximately HK1.47 cents for the corresponding period in 2021[35]. - The overall performance of the Group was impacted by a decrease in revenue across all segments and expected credit losses on loans and trade receivables[34]. Market Environment - The Hang Seng Index experienced a significant decline of approximately 14% in 2021, while the Hang Seng Tech Index fell about 33%[24]. - The Markit iBoxx China High-Yield U.S. dollar-denominated Bond Total Return Index closed down about 22% for the year, indicating a challenging bond market[24]. - Only 95 new IPOs were recorded on the main board of Hong Kong, a decrease of about 30% from 136 in the previous year[24]. - The capital market environment has pressured the income stream of financial institutions, affecting overall performance[24]. - The implementation of the SPAC system is expected to restore market confidence gradually[24]. Investment and Financing Activities - The company participated in the Series B financing of Genuine Biotech, marking a breakthrough in its investment and capital management business[25]. - The company foresees a number of large-scale stocks with Chinese concepts planning to list in Hong Kong as their secondary listing place[24]. - The company aims to enhance its market position through strategic participation in significant financing projects and IPOs[25]. - The Group entered into subscription agreements for the issuance of convertible bonds totaling HK$570,000,000, with specific amounts allocated to different investors[49]. - The principal amount of convertible bonds subscribed by Mankind Investment Limited was HK$110,754,000[49]. - The net proceeds raised from the issuance of Tranche 1 Convertible Bonds were approximately HK$385,000,000, with HK$180,000,000 allocated for expanding margin financing and underwriting business[53]. - Approximately HK$150,000,000 was used to expand the money lending business, while HK$12,000,000 was allocated for private equity investments[53]. - The company plans to strengthen its proprietary trading business with approximately HK$36,000,000 from Tranche 3 proceeds[56]. - The company is actively engaging in private equity investments, including pre-IPO investments, with approximately HK$12,000,000 allocated for this purpose[56]. Risk Management and Compliance - The Group emphasized the importance of compliance and risk control, aiming to reduce risk exposure while exploring new business opportunities[28]. - The Group applies a general approach in measuring loss allowance for expected credit losses on loans receivable, considering factors such as collateral ratio and repayment delays[39]. - Management classifies loan receivables into three stages based on credit risk, with Stage 1 indicating no significant increase in risk, Stage 2 indicating a significant increase, and Stage 3 indicating credit impairment[42]. - The Group's assessment of default risk incorporates studies from external credit rating agencies and forward-looking economic information[42]. - The Group has implemented credit management policies to monitor and manage credit risks associated with trading and overdue debts[127][129]. Employee and Management Information - As of March 31, 2022, the Group had a total of 69 employees, down from 81 employees in 2021[132]. - Employee costs for the reporting year (excluding Directors' remunerations) amounted to approximately HK$43,987,000, a decrease of about 40.5% from approximately HK$74,094,000 in 2021[132]. - The Group's employee remuneration is based on industry practices and individual performance, with benefits including retirement contributions and medical allowances[132]. - Mr. Zhu Yi was appointed as CEO in April 2020, having joined the group in May 2017 as the head of compliance and risk management[147]. - Ms. Sun Qing has over 20 years of experience in the financial industry, previously working at Everbright Securities for nearly 20 years[149]. - Mr. Han Hanting has more than 10 years of experience in investment banking, successfully leading M&A projects for several Hong Kong listed companies[152]. Capital Structure and Liquidity - The Group's current assets and current liabilities as of March 31, 2022, were approximately HK$492,586,000 and HK$321,401,000, respectively, resulting in a current ratio of about 1.53 times[110]. - The gearing ratio decreased to approximately 70.85% as of March 31, 2022, down from 102.71% in 2021, primarily due to a reduction in bank loans and corporate bonds[113]. - The debt ratio was approximately 59.01% as of March 31, 2022, compared to 66.06% in 2021[113]. - The Group actively reviews and manages its capital structure to ensure adequate liquidity levels to support business activities[102]. - The Group's capital structure includes debt instruments such as convertible bonds, corporate bonds, and loans, alongside cash and cash equivalents[108]. Corporate Governance and Compliance - The Directors do not recommend the payment of a final dividend for the year ended March 31, 2022, consistent with the previous year where no dividend was paid[181]. - There were no breaches of applicable laws and regulations by the Group that significantly impacted its business and operations during the year ended March 31, 2022[197]. - The Group maintained good relationships with employees and customers, with no material disputes reported during the year[198]. - The Group is committed to complying with environmental laws and minimizing the negative impact of its business activities on the environment[199].