香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）對 本 公告之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示， 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 SOUTH CHINA FINANCIAL HOLDINGS LIMITED 南華金融控股有限公司 （於香港註冊成立之有限公司） （股份代號：00619） 截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月 之 中 期 業 績 公 告 未 經 審 核 中 期 業 績 South China Financial Holdings Limited南 華 金 融 控 股 有 限 公 司（「本 公 司」）之 董 事 會（「董 事 會」）提 呈 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 五 年 六 月 三 十 日 止 六 個 月（「該 期 間」）未 經 審 核 綜 合 業 績 連 同 相 關 比 較 數 字 如 下： 簡 ...

南 華 金 融 控 股 有 限 公 司 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 SOUTH CHINA FINANCIAL HOLDINGS LIMITED （於香港註冊成立之有限公司） （股份代號：00619） 有關截至二零二四年十二月三十一日止年度年報之 補充公告 茲提述South China Financial Holdings Limited南華金融控股有限公司（「本公司」）於 二 零 二 五 年 四 月 二 十 五 日 刊 發 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度 之 年 報 （「年報」）。除本公告文義另有所指外，本公告所用所有詞彙與年報所界定者具有 相同涵義。 除 年 報 所 提 供 資 料 外 ， 本 公 司 謹 此 根 據 香 港 聯 合 交 易 所 有 限 公 司 證 券 上 市 規 則 （「上市規則」）第十七章補充以下有關二零二 ...

格隆汇8月6日丨南华金融(00619.HK)宣布，公司董事会会议将于2025年8月19日(星期二)举行，藉以(其 中包括)批准公司及其附属公司截至2025年6月30日止六个月未经审核的中期业绩以供发布及考虑宣派中 期股息(如有)。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概 不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因 本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失 承擔任何責任。 SOUTH CHINA FINANCIAL HOLDINGS LIMITED 南 華 金 融 控 股 有 限 公 司 （於香港註冊成立之有限公司） （股份代號: 00619） 董 事 會 會 議 召 開 日 期 承董事會命 South China Financial Holdings Limited 南華金融控股有限公司 執行董事 吳旭茉 香港，二零二五年八月六日 於本公告日期，本公司之董事為 : 執行董事 吳鴻生先生 | 獨立非執行董事 | | --- | | 謝黃小燕女士 | | 董渙樟先生 | | 李遠瑜女士 | 張賽娥女士 吳旭茉女士 吳旭洋先生 South China Financial Holdings Limited 南華金融控股有限公司（「本公司」） 之董事會（「董事會」）謹此宣佈，本公司董事會會議將於二零二五年 八月十九日（星期二）舉行，藉以（其中包括）批准本公司及其附屬公司 截至二 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | 狀態: | 新提交 | | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | 公司名稱: | South China Financial Holdings Limited 南華金融控股有限公司 | | | | 呈交日期: | 2025年8月1日 | | | | I. 法定/註冊股本變動 | 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | | 股份類別 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00619 | 說明 | 普通股 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 301, ...

Group 1 - Strong performance of brokerage stocks, with notable increases: Nanhua Financial up 94.2% to HKD 0.435, Zhongzhou Securities up 64.14% to HKD 3.25, and Lihua Securities Holdings up 49.36% to HKD 0.233 [1] - The Hong Kong Special Administrative Region's "Stablecoin Regulation" will officially take effect on August 1, 2025, allowing firms like Guotai Junan International and Tianfeng International Securities to provide virtual asset trading services to professional investors [1] - Market trading volume has recently increased, enhancing the pricing attractiveness of the securities sector, with a focus on internal issues expected in the near term [1] Group 2 - Shanghai State-owned Assets Supervision and Administration Commission held a study session on July 10 regarding the development trends and strategies for cryptocurrencies and stablecoins [2] - The competition in on-chain finance is expected to intensify as more players enter the stablecoin market, with a shift in asset anchoring from primarily U.S. Treasury bonds to a diversified asset base [2] - Stablecoins are anticipated to play a significant role as important payment tools, enhancing asset investment activity and liquidity in financial innovation [2]

Financial Performance - The group's consolidated revenue from continuing operations for the fiscal year ending December 31, 2024, was HKD 36.8 million, a decrease from HKD 42.8 million in 2023, primarily due to a decline in the asset and wealth management segment from HKD 11 million to HKD 2.8 million[9]. - Total expenses from continuing operations amounted to HKD 72.5 million, down from HKD 88.4 million in 2023, while the group reported a consolidated loss from continuing operations of HKD 292.7 million, compared to a loss of HKD 78.7 million in 2023[9]. - The group decided to terminate its media publishing and financial public relations services, resulting in a loss of HKD 2.3 million from discontinued operations for the fiscal year, compared to HKD 61.3 million in 2023[10]. - The brokerage commission and related fee income decreased by approximately 4.9% to HKD 10.8 million in 2024, while the operating loss reduced by 11.5% to HKD 18.4 million[13]. - Margin financing and credit borrowing income increased by approximately 12.6% to HKD 14.6 million, despite a slight operating loss of HKD 300,000[14]. - The asset and wealth management segment recorded a revenue of HKD 2.8 million, a decrease of 74.7%, with operating losses increasing by approximately 120.3% to HKD 6.6 million[15]. - Financial consulting and pre-IPO sponsorship services generated stable revenue growth to HKD 1.7 million, up from HKD 1.4 million in 2023[16]. - The group's investment portfolio as of December 31, 2024, is HKD 39,700,000, down from HKD 47,000,000 in 2023, with a total fair value loss of HKD 3,600,000 for the year[17]. - Total rental income for the year increased to HKD 6,800,000 from HKD 5,600,000 in 2023, despite a fair value loss of HKD 223,400,000 on investment properties[19]. Market Conditions - The average daily trading volume in the Hong Kong stock market increased by 25.5% year-on-year in 2024, with total capital raised through IPOs increasing by 22% compared to the previous year[13]. - The overall macroeconomic environment was impacted by tightening monetary policy, inflation pressures, and geopolitical tensions, affecting the group's performance in 2024[12]. Strategic Initiatives - The group aims to enhance its asset and wealth management services by upgrading its trading systems and developing a multi-tiered "one-stop" wealth management service platform[15]. - The company plans to focus on enhancing financial services performance and diversifying revenue sources, particularly in asset and wealth management[27]. - The group aims to leverage artificial intelligence to improve operational efficiency and customer experience while expanding its business portfolio[29]. Human Resources and Employee Management - The total number of employees decreased to 62 from 146 in 2023, with employee costs amounting to HKD 34,700,000[26]. - The company considers human resources as one of its greatest assets and continues to implement measures to recognize and reward employee contributions[32]. - The company emphasizes a supportive and healthy work environment, investing resources to ensure employee well-being and community building[197]. - The company has implemented various policies to ensure fair recruitment, enhance applicant diversity, and attract top talent, including equal opportunity and anti-discrimination policies[197]. Corporate Governance - The board of directors includes both executive and independent non-executive members, with recent changes in appointments[66]. - The company is committed to maintaining high standards of business ethics and corporate governance[112]. - The audit committee is responsible for overseeing corporate governance functions, including policy formulation and compliance monitoring[117]. - The board is collectively responsible for the overall leadership and supervision of the company, ensuring decisions align with the best interests of the group[118]. - The company has adopted a diversity policy for the board, considering factors such as professional experience, gender, age, and educational background[165]. Environmental Sustainability - The company is committed to environmental sustainability by promoting energy-saving practices and reducing paper usage through electronic statements[30]. - Total greenhouse gas emissions decreased by approximately 9% to 119.05 tons in 2024 from 132.09 tons in 2023, primarily due to reduced electricity consumption[186]. - The company has adopted energy-efficient LED lighting in its offices to further reduce energy consumption[190]. - The company continues to promote environmental awareness among employees through initiatives aimed at conserving water, energy, and paper[190]. Risk Management - The company has identified potential risks including fluctuations in financial assets, interest rate changes, credit risk during economic downturns, and uncertainties in fiscal and monetary policies[36]. - The company has established multiple committees to develop and review risk control strategies and policies[36]. - The company has established effective risk management and internal control systems, with management reporting on significant risks at least annually[138]. Shareholder Relations - The company has adopted a dividend policy to distribute net profits to shareholders while retaining sufficient reserves for future growth[52]. - The company provides regular updates on its performance and financial status to all directors, ensuring they fulfill their responsibilities effectively[164]. - Shareholders holding at least 5% of total voting rights can request a special general meeting, with specific procedures outlined for submission[173].

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue was HKD 42,830,000, an increase from HKD 36,799,000 in the previous year, representing a growth of approximately 16.4%[2] - Other income for the year was HKD 1,521,000, compared to HKD 1,367,000 in the previous year, indicating an increase of about 11.3%[2] - The company reported a significant loss from fair value changes of financial assets amounting to HKD 223,400,000, which is a notable increase from the previous year's loss of HKD 0[2] - The net loss from financial assets at fair value was HKD 7,232,000, compared to a loss of HKD 3,647,000 in the previous year, reflecting a deterioration of approximately 97.5%[2] - The company experienced a loss of HKD 279,234,000 from its operating activities, which is a substantial increase from the previous year's loss of HKD 67,637,000[2] - The total operating expenses rose to HKD 88,407,000, compared to HKD 72,489,000 in the previous year, marking an increase of about 21.9%[2] - The financing costs for the year were HKD 14,737,000, up from HKD 13,513,000 in the previous year, indicating a rise of approximately 9.1%[2] - The company reported a total loss of HKD 295,056,000 for the fiscal year, compared to a loss of HKD 139,998,000 in the previous year[4] - The comprehensive loss for the year amounted to HKD 289,355,000, while the previous year's comprehensive loss was HKD 140,656,000[4] - The loss attributable to equity holders of the company was HKD 289,355,000, compared to HKD 138,858,000 in the prior year[4] - The company recorded a loss from continuing operations before tax of HKD 82,374,000, which is a significant decrease from HKD 292,747,000 in the previous year[3] - The loss from discontinued operations for the year was HKD 2,309,000, compared to HKD 61,259,000 in the previous year[3] - The basic and diluted loss per share for the year was HKD 97.9 cents, compared to HKD 46.1 cents in the previous year[3] - The total comprehensive loss for the year was HKD 289,355,000, compared to HKD 140,656,000 in the previous year[4] Assets and Liabilities - Non-current assets totaled HKD 382,073,000 as of December 31, 2024, compared to HKD 610,130,000 in 2023, representing a decrease of approximately 37.3%[5] - Current assets amounted to HKD 468,445,000 in 2024, down from HKD 499,184,000 in 2023, indicating a decline of about 6.2%[5] - Total liabilities reached HKD 584,698,000 in 2024, a decrease from HKD 607,511,000 in 2023, reflecting a reduction of approximately 3.8%[6] - The net asset value decreased to HKD 76,184,000 in 2024 from HKD 221,459,000 in 2023, showing a significant decline of around 65.6%[6] - Customer deposits increased to HKD 313,132,000 in 2024, compared to HKD 300,109,000 in 2023, marking a growth of approximately 4.3%[6] - The company reported a total of HKD 1,422,000 in property, plant, and equipment for 2024, down from HKD 2,586,000 in 2023, indicating a decrease of about 45%[5] - The total equity attributable to shareholders was HKD 76,184,000 in 2024, a significant drop from HKD 221,459,000 in 2023, representing a decline of approximately 65.6%[6] - The company’s financial assets at fair value amounted to HKD 39,651,000 in 2024, compared to HKD 46,996,000 in 2023, reflecting a decrease of about 15.5%[5] - The total current liabilities were HKD 584,698,000 in 2024, down from HKD 607,511,000 in 2023, indicating a reduction of approximately 3.8%[6] - The company’s cash and bank balances decreased to HKD 36,745,000 in 2024 from HKD 52,031,000 in 2023, representing a decline of about 29.3%[5] Future Outlook and Strategy - The company is focusing on expanding its market presence and exploring new strategies to enhance its financial performance in the upcoming fiscal year[2] - Future outlook remains cautious due to the significant losses reported, with a need for strategic adjustments to improve profitability[2] - The company is committed to ongoing research and development of new products and technologies to drive future growth[2] - The company is considering various alternatives to strengthen its capital base, including cost restructuring and seeking new investments[16] - The company has taken measures to improve its liquidity and financial condition, including discussions with banks for continued financing[11] - The group plans to focus more resources on improving the financial services segment's performance following the cessation of its media and jewelry businesses[77] - The group aims to diversify its revenue sources by expanding into asset and wealth management, corporate advisory, and insurance businesses[77] - The group intends to leverage artificial intelligence to enhance traditional financial services and improve operational efficiency, customer experience, and cost reduction[78] - The group will continue to adopt a prudent approach in reviewing business strategies and optimizing business models to enhance operational efficiency[77] Shareholder Information - The board has decided not to declare a final dividend for the year 2024, compared to no dividend declared for 2023[79] - The Annual General Meeting for 2025 is scheduled for June 17, 2025, at 11:00 AM[88] - Share registration will be temporarily suspended from June 11, 2025, to June 17, 2025, to determine shareholder eligibility for the AGM[89] - The company's annual report for 2024 will be made available to shareholders and on the respective websites at an appropriate time[90] Business Operations - The group decided to terminate its media publishing and financial public relations services to better allocate resources[26] - The group ceased publication of "Marie Claire" and "JESSICA" magazines starting April 2024, selling related assets for HKD 320,000 to JK Ventures Limited[27] - The group sold all shares of ZYC Holding Group Limited and ZYC Holding No.1 Limited for HKD 1 to an independent third party in September 2024[27] - The subsidiary Nanjing Baoqing Jewelry Co., Ltd. ceased its jewelry business as of November 2023 to better allocate resources[29] - The group has terminated its media business, resulting in a revenue of HKD 5,100,000 and a pre-tax loss of HKD 2,300,000 for the reporting period[65] Compliance and Governance - The company has established an Audit Committee consisting of three independent non-executive directors, ensuring compliance with listing rules and adequate disclosure of financial performance[86] - The preliminary financial results for the year ending December 31, 2024, have been reviewed by the auditors, confirming consistency with the draft financial statements[87]

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue was HKD 42,830,000, an increase from HKD 36,799,000 in the previous year, representing a growth of approximately 16.4%[2] - Other income for the same period was HKD 1,521,000, compared to HKD 1,367,000 in the previous year, indicating an increase of about 11.3%[2] - The company reported a significant loss from fair value changes of financial assets amounting to HKD 223,400,000, which is a notable increase from the previous year's loss of HKD 0[2] - The net loss from financial assets at fair value was HKD 7,232,000, compared to a loss of HKD 3,647,000 in the previous year, reflecting a deterioration of approximately 97.5%[2] - The loss from operations was HKD 279,234,000, which is a substantial increase from the previous year's loss of HKD 67,637,000, indicating a decline of approximately 313.5%[2] - The company reported a total loss of HKD 295,056,000 for the fiscal year, compared to a loss of HKD 139,998,000 in the previous year[4] - The comprehensive loss for the year amounted to HKD 289,355,000, which is an increase from HKD 140,656,000 in the prior year[4] - The loss attributable to equity holders of the company was HKD 289,355,000, compared to HKD 138,858,000 in the previous year[4] - The company recorded a loss before tax of HKD 82,374,000, which is a significant improvement from a loss of HKD 292,747,000 in the previous year[3] - The basic and diluted loss per share for the year was HKD 97.9 cents, compared to HKD 46.1 cents in the previous year[3] - The total comprehensive loss for the year was HKD 289,355,000, compared to HKD 140,656,000 in the previous year[4] - The company’s ongoing business operations incurred a loss of HKD 78,739,000, compared to a loss of HKD 292,747,000 in the previous year[3] - The loss from discontinued operations for the year was HKD 2,309,000, compared to a loss of HKD 61,259,000 in the previous year[3] Assets and Liabilities - Non-current assets totaled HKD 382,073,000 as of December 31, 2024, compared to HKD 610,130,000 in 2023, representing a decrease of approximately 37.3%[5] - Current assets amounted to HKD 468,445,000 in 2024, down from HKD 499,184,000 in 2023, indicating a decline of about 6.2%[5] - Total liabilities reached HKD 584,698,000 in 2024, a decrease from HKD 607,511,000 in 2023, reflecting a reduction of approximately 3.8%[6] - The net asset value decreased to HKD 76,184,000 in 2024 from HKD 221,459,000 in 2023, showing a significant decline of around 65.6%[6] - The company reported a total equity of HKD 76,184,000 in 2024, down from HKD 221,459,000 in 2023, indicating a decrease of about 65.6%[6] - The company’s cash and bank balances decreased to HKD 36,745,000 in 2024 from HKD 52,031,000 in 2023, representing a decline of approximately 29.3%[5] - The total value of non-current liabilities was HKD 189,636,000 in 2024, down from HKD 280,344,000 in 2023, reflecting a decrease of about 32.4%[6] - The company’s financial assets at fair value amounted to HKD 39,651,000 in 2024, compared to HKD 46,996,000 in 2023, indicating a decrease of approximately 15.6%[5] - The total current liabilities were HKD 584,698,000 in 2024, a slight decrease from HKD 607,511,000 in 2023, showing a reduction of about 3.8%[6] Financing and Capital Structure - The company recorded a net loss of HKD 295,056,000 for the year ending December 31, 2024, with cash used in operating activities amounting to HKD 45,986,000[10] - Current liabilities exceeded current assets by HKD 116,253,000, with cash and cash equivalents totaling HKD 36,745,000, and total borrowings amounting to HKD 225,387,000, of which HKD 187,387,000 are classified as current liabilities[10] - The company has received a total of HKD 50,000,000 in unsecured, interest-free loans from a major shareholder, with a maturity date of December 31, 2026[16] - A director has also provided an additional HKD 50,000,000 in unsecured loans to support the business[16] - The company has successfully renewed a revolving bank facility of HKD 145,000,000 after December 31, 2024, and will continue to negotiate with banks for ongoing financing[11] - The board believes that the company will have sufficient working capital to meet its financial obligations for the next twelve months based on cash flow forecasts and available financial resources[12] - The company is considering various alternatives to strengthen its capital base, including cost restructuring and seeking new investments and business opportunities[16] - There is significant uncertainty regarding the company's ability to implement its plans and measures for continued operations[13] - The company has a significant reliance on financial support from its major shareholders and directors to continue as a going concern[10] Revenue Breakdown - Total revenue for the year ended December 31, 2024, was HKD 36,799 million, a decrease from HKD 42,830 million in the previous year, representing a decline of approximately 14.2%[17] - Customer contract revenue amounted to HKD 15,128 million for the year ended December 31, 2024, compared to HKD 22,535 million in the previous year, reflecting a decrease of about 33.0%[19] - Revenue from commission and management fees was HKD 10,354 million for the year ended December 31, 2024, down from HKD 17,263 million, indicating a decline of approximately 40.0%[17] - Interest income from loans and trade receivables increased to HKD 5,167 million in 2024, compared to HKD 6,814 million in 2023, a decrease of about 24.1%[17] - The company reported a total loss before tax from continuing operations of HKD 292,747 million for the year ended December 31, 2024, compared to a loss of HKD 82,374 million in the previous year[20] - The revenue from external customers in the wealth management and underwriting segment was HKD 1,710 million for the year ended December 31, 2024, down from HKD 1,441 million in 2023, a decrease of approximately 18.7%[20] - The company generated HKD 6,800 million in rental income for the year ended December 31, 2024, compared to HKD 5,595 million in the previous year, representing an increase of about 21.5%[17] - The segment revenue from margin financing and securities trading was HKD 10,814 million for the year ended December 31, 2024, down from HKD 11,377 million in 2023, a decrease of approximately 4.9%[20] - The company reported a net loss of HKD 260,634 million across all segments for the year ended December 31, 2024, compared to a net loss of HKD 50,970 million in the previous year[20] - Total interest income from banks and financial institutions increased to HKD 9,671 million in 2024, compared to HKD 6,372 million in 2023, an increase of approximately 52.0%[17] Operational Changes and Business Strategy - The group decided to terminate its media publishing and financial public relations services to better allocate resources[26] - The group sold the related assets of the "JESSICA" brand for HKD 320,000 to JK Ventures Limited, which is 50% owned by a director of the company[27] - The group sold all shares of ZYC Holding Group Limited and ZYC Holding No.1 Limited for HKD 1 to an independent third party in September 2024[27] - The company sold its entire equity interest in Capital Publishing Limited and Capital Publishing Management Limited to Four Seas Travel Group for HKD 1[28] - The company has decided to terminate its jewelry business in Nanjing to better allocate resources, with the business officially deregistered in November 2023[29] - The total revenue for the terminated media and jewelry businesses for the fiscal year ending December 31, 2024, was HKD 36,166,000, compared to HKD 24,955,000 for the previous year[30] - The company reported a loss of HKD 2,309,000 for the terminated media business in the fiscal year ending December 31, 2024, and a loss of HKD 58,519,000 for the previous year[31] - The basic and diluted loss per share for the terminated businesses was HKD 0.7 for 2024, compared to HKD 19.5 for 2023[31] - The company reported a total loss attributable to equity holders of HKD 295,056,000 for the current year, up from HKD 138,898,000 in the previous year[32] - The loss from continuing operations for the current year was HKD 292,747,000, compared to HKD 78,739,000 for the previous year[32] - The average number of ordinary shares issued during the year remained constant at 301,277,070 shares for both years[32] - The company did not need to adjust the basic loss per share for the convertible bonds and stock options that were not exercised during the fiscal years[33] Investment and Valuation - As of December 31, 2023, the fair value of the investment properties was HKD 286,000,000, down from HKD 509,400,000 in 2022, representing a decrease of approximately 44%[35] - The group has pledged investment properties valued at HKD 286,000,000 to support general bank financing as of December 31, 2023[36] - The group's receivables primarily stem from margin financing and credit lending activities during the year[39] - As of the reporting period, the total receivables amounted to HKD 38,081,000, after accounting for impairment losses of HKD 7,425,000[42] - The group's trade payables were HKD 25,791,000, with amounts due within three months being HKD 24,724,000[44] - The group acquired leasehold land use rights through the acquisition of Genius Year Limited on January 13, 2023, with lease terms ranging from 70 years[37] - The group engages in securities and commodities trading, insurance brokerage, corporate consulting, and media services, contributing to its trade receivables[42] - The group employs external valuers annually to assess the fair value of its properties, ensuring market knowledge and independence[35] - The group's financial assets are primarily listed equity investments in Hong Kong, valued at fair value through profit or loss[38] - The group has a strategy focused on maintaining a diversified portfolio of commercial properties in Hong Kong[35] Shareholder and Capital Management - As of December 31, 2024, major shareholders and the company have provided a total of HKD 145,680,000 in unsecured interest loans, an increase from HKD 89,800,000 in 2023[47] - The outstanding loans after exemptions amount to HKD 1,600,000 as of December 31, 2024[47] - The company issued HKD 50,000,000 in convertible bonds at a conversion price of HKD 0.22 per share on April 7, 2020[48] - The convertible bonds issued in 2020 have a maturity of three years and are interest-free, allowing conversion into a maximum of 227,272,727 shares[49] - The company entered into a conditional sale agreement to acquire Genius Year Limited for HKD 89,840,000 in convertible bonds, completed on January 13, 2023[51] - The 2023 convertible bonds have a maturity of three years with an annual interest rate of 1% and a conversion price of HKD 0.32 per share, allowing conversion into a maximum of 280,750,000 shares[52] - The total issued and paid-up share capital remains at 301,277,070 shares for both 2023 and 2024, with a total equity of HKD 1,085,474,000[55] - The company’s convertible bonds are classified as non-current liabilities as of December 31, 2024, and December 31, 2023[50] - The fair value measurement of the convertible bonds is categorized under Level 3, indicating significant unobservable inputs[53] - The total liabilities related to the convertible bonds are reported as HKD 132,442,000 for 2024 and HKD 120,093,000 for 2023[54] Market and Economic Context - The group's consolidated revenue from continuing operations for the fiscal year ending December 31, 2024, was HKD 36.8 million, a decrease from HKD 42.8 million in 2023, primarily due to a drop in the asset and wealth management segment's revenue from HKD 11 million to HKD 2.8 million[56] - Total expenses from continuing operations amounted to HKD 72.5 million, down from HKD 88.4 million in 2023, while the group reported a consolidated loss from continuing operations of HKD 292.7 million, compared to HKD 78.7 million in 2023[56] - The group decided to terminate its media publishing and financial public relations services, resulting in a combined loss of HKD 2.3 million from discontinued operations, down from HKD 61.3 million in 2023[57] - The average daily trading volume in the Hong Kong stock market increased by 25.5% in 2024, with total capital raised through initial public offerings rising by 22% compared to the previous year[60] - The Hang Seng Index rose by 17.7% from 17,047 points on December 29, 2023, to 20,059 points on December 31, 2024[60] - Revenue from margin financing and credit lending increased by approximately 12.6% to HKD 14.6 million, while the segment recorded a slight operating loss of HKD 300,000, an improvement from a loss of HKD 6.3 million in 2023[61] - The asset and wealth management segment's revenue decreased by 74.7% to HKD 2.8 million, with operating losses increasing by approximately 120.3% to HKD 6.6 million[62] - Revenue from corporate advisory and underwriting services increased to HKD 1.7 million in 2024, up from HKD 1.4 million in 2023[63] - The group aims to enhance its financial platform and develop a multi-tiered "one-stop" wealth management service platform to improve customer service experience[62] - The group's investment portfolio as of December 31, 2024, is valued at HKD 39,700,000, down from HKD 47,000,000 in 2023, reflecting a decrease of approximately 15.4%[64] - The market investment fair value loss for the fiscal year 2024 is HKD 3,600,000, an improvement from a loss of HKD 7,200,000 in 2023, indicating a reduction of 50%[64] - The group has terminated its media business, resulting in a revenue of HKD 5,100,000 and a pre-tax loss of HKD 2,300,000 for the reporting period, compared to HKD 25,000,000 and HKD 58,500,000 respectively in 2023[65] - Rental income for the fiscal year 2024 increased to HKD 6,800,000 from HKD 5,600,000 in 2023, representing a growth of approximately 21.4%[66] - The fair value of investment properties as of December 31, 2024, is HKD 286,000,000, significantly down from HKD 509,400,000 in 2023, indicating a decrease of about 44%[66] - The group completed the acquisition of Genius Year Limited for HKD 89,800,000 through the issuance of convertible bonds, aiming to expand into the forestry business[67] - The capital debt ratio as of December 31, 2024, is approximately 80.8%, up from 64.8% in 2023, indicating increased leverage[68] - The group's cash balance as of December 31, 2024, is HKD 36,700,000, down from HKD 52,000,000 in 2023, reflecting a decrease of approximately 29.5%[68] - The total employee count as of December 31, 2024, is 62, a significant reduction from 146 in 2023, indicating a workforce downsizing[73] - The group recorded a revaluation loss of HKD 223,400,000 on investment properties for the fiscal year 2024, which is a non-cash item and does not impact cash flow[66] - The group reported a net loss of HKD 295.1 million for the year ending December 31, 2024, with cash used in operating activities amounting to HKD 46 million[82] - As of December 31, 2024, the group's net current liabilities were HKD 116.3 million, with cash and cash equivalents totaling HKD 36.7 million[82] - The group plans to focus more resources on improving the financial services segment's performance following the cessation of its media and jewelry businesses[77]

Financial Performance - For the fiscal year ending December 31, 2024, the total revenue was HKD 42,830,000, representing an increase from HKD 36,799,000 in the previous year, which is approximately a 16.4% growth[2] - Other income for the year was HKD 1,521,000, up from HKD 1,367,000, indicating an increase of about 11.3%[2] - The company reported a significant loss from fair value changes of financial assets amounting to HKD (223,400,000), compared to no loss in the previous year[2] - The net loss from operating activities was HKD (279,234,000), which is a substantial increase from HKD (67,637,000) in the prior year, reflecting a deterioration in operational performance[2] - The financing costs for the year were HKD (14,737,000), compared to HKD (13,513,000) in the previous year, indicating a rise in financing expenses[2] - The company reported a total loss of HKD 295,056,000 for the fiscal year, compared to a loss of HKD 139,998,000 in the previous year[4] - The comprehensive loss for the year amounted to HKD 289,355,000, while the previous year's comprehensive loss was HKD 140,656,000[4] - The loss attributable to equity holders of the company was HKD 289,355,000, compared to HKD 138,858,000 in the prior year[4] - The company recorded a loss from continuing operations before tax of HKD 82,374,000, which is a significant decrease from HKD 292,747,000 in the previous year[3] - The basic and diluted loss per share for the year was HKD 97.9 cents, compared to HKD 46.1 cents in the previous year[3] - The company reported other comprehensive income of HKD 5,701,000 for the year, while the previous year showed a loss of HKD 658,000[4] - The total loss from discontinued operations was HKD 2,309,000, compared to HKD 61,259,000 in the previous year[3] - The company’s total comprehensive income for the year, after tax, was HKD 5,701,000, contrasting with a loss of HKD 658,000 in the previous year[4] - The loss from discontinued operations attributable to equity holders was HKD 2,309,000, compared to HKD 60,159,000 in the prior year[3] - The company’s total comprehensive loss for the year was HKD 289,355,000, while the previous year’s total comprehensive loss was HKD 140,656,000[4] Assets and Liabilities - Non-current assets totaled HKD 382,073,000 as of December 31, 2024, compared to HKD 610,130,000 in 2023, representing a decrease of approximately 37.3%[5] - Current assets amounted to HKD 468,445,000 in 2024, down from HKD 499,184,000 in 2023, reflecting a decline of about 6.2%[5] - Total liabilities reached HKD 584,698,000 in 2024, compared to HKD 607,511,000 in 2023, indicating a reduction of approximately 3.8%[6] - The net asset value decreased to HKD 76,184,000 in 2024 from HKD 221,459,000 in 2023, showing a significant drop of around 65.6%[6] - Customer deposits increased to HKD 313,132,000 in 2024, up from HKD 300,109,000 in 2023, marking a growth of about 4.3%[6] - The company reported a total of HKD 1,422,000 in property, plant, and equipment for 2024, down from HKD 2,586,000 in 2023, a decrease of approximately 45.0%[5] - The total equity attributable to shareholders was HKD 76,184,000 in 2024, compared to HKD 221,459,000 in 2023, reflecting a decline of about 65.6%[6] - The company’s cash and bank balances decreased to HKD 36,745,000 in 2024 from HKD 52,031,000 in 2023, a decline of approximately 29.3%[5] - The total current liabilities were HKD 584,698,000 in 2024, down from HKD 607,511,000 in 2023, indicating a decrease of about 3.8%[6] - The company’s intangible assets were valued at HKD 1,100,000 in 2024, slightly up from HKD 999,000 in 2023, representing an increase of approximately 10.1%[5] Cash Flow and Financing - The company recorded a net loss of HKD 295,056,000 for the year ending December 31, 2024, with cash used in operating activities amounting to HKD 45,986,000[10] - Current liabilities exceeded current assets by HKD 116,253,000, with cash and cash equivalents totaling HKD 36,745,000[10] - The company has a total debt of HKD 225,387,000, of which HKD 187,387,000 is classified as current liabilities[10] - Major shareholders and a director have provided financial support, with loans totaling HKD 55,880,000 drawn as of December 31, 2024[10] - The company has secured a revolving bank facility of HKD 145,000,000, which will continue to be negotiated with banks for ongoing financing[11] - A director, who is also a major shareholder, provided HKD 50,000,000 in unsecured, interest-free loans, maturing on December 31, 2026[16] - Another director has also provided HKD 50,000,000 in unsecured loans to support the business[16] - The company is considering various alternatives to strengthen its capital base, including cost restructuring and seeking new investments[16] - The board believes that the company will have sufficient working capital to meet its financial obligations for the next twelve months[12] - There remains significant uncertainty regarding the company's ability to implement its plans and continue as a going concern[13] Revenue and Segment Performance - Total revenue for the year ended December 31, 2024, was HKD 36,799 million, a decrease from HKD 42,830 million in the previous year, representing a decline of approximately 14.2%[17] - Customer contract income totaled HKD 15,128 million for the year ended December 31, 2024, compared to HKD 22,535 million in the previous year, reflecting a decrease of about 33.0%[19] - Income from commissions and management fees was HKD 10,354 million for the year ended December 31, 2024, down from HKD 17,263 million, indicating a decline of approximately 40.0%[17] - Interest income from loans and trade receivables increased to HKD 5,167 million in 2024, compared to HKD 6,814 million in 2023, a decrease of about 24.1%[17] - The company reported a total of HKD 21,671 million in customer contract income for the year ended December 31, 2023, which was a decrease from HKD 20,295 million in the previous year, reflecting a decline of approximately 6.8%[17] - The segment revenue from external customers for wealth management and underwriting was HKD 1,710 million in 2024, compared to HKD 1,441 million in 2023, showing an increase of about 18.7%[20] - The company experienced a significant loss before tax of HKD 292,747 million for the year ended December 31, 2024, compared to a loss of HKD 82,374 million in the previous year, indicating a worsening financial position[20] - The revenue from trading and investment activities was HKD 10,814 million in 2024, down from HKD 11,377 million in 2023, representing a decrease of approximately 4.9%[20] - The company reported a total of HKD 6,800 million in rental income for the year ended December 31, 2024, compared to HKD 5,595 million in 2023, reflecting an increase of about 21.5%[17] Operational Changes and Strategic Decisions - The group decided to terminate its media publishing and financial public relations services to better allocate resources[26] - The group ceased the publication and distribution of "Marie Claire" and "JESSICA" magazines starting April 2024, selling related assets for HKD 320,000 to JK Ventures Limited[27] - The group sold all shares of ZYC Holding Group Limited and ZYC Holding No.1 Limited for HKD 1 to an independent third party in September 2024[27] - The company has decided to terminate its jewelry business in Nanjing, China, to better allocate resources, with the business officially deregistered in November 2023[29] - The group plans to enhance its financial platform and aims to develop a multi-tiered "one-stop" wealth management service platform to improve customer service experience[62] - The group intends to leverage artificial intelligence to enhance traditional financial services and improve operational efficiency[78] - The group plans to focus more resources on improving the financial services segment's performance following the cessation of its media and jewelry businesses[77] - The group aims to diversify its revenue sources by expanding into asset and wealth management, corporate advisory, and insurance businesses[77] Market and Economic Environment - The average daily trading volume in the Hong Kong stock market increased by 25.5% in 2024, with total capital raised through initial public offerings increasing by 22% compared to the previous year[60] - The Hang Seng Index rose from 17,047 points on December 29, 2023, to 20,059 points on December 31, 2024, reflecting a 17.7% increase[60] - The external environment remains complex, with increased trade conflicts and economic uncertainties impacting growth prospects[75] - The board believes that the ongoing macroeconomic and political uncertainties will pose significant challenges to the group's operations[78] Corporate Governance and Reporting - The company has established an Audit Committee consisting of three independent non-executive directors, ensuring compliance with listing rules and adequate disclosure of financial performance[86] - The preliminary financial results for the year ending December 31, 2024, have been reviewed by the auditors, confirming consistency with the draft financial statements[87] - The Annual General Meeting for 2025 is scheduled for June 17, 2025, at 11:00 AM[88] - Share registration will be temporarily suspended from June 11, 2025, to June 17, 2025, to determine shareholder eligibility for the AGM[89] - The company's annual report for 2024 will be made available to shareholders and on the company's website at an appropriate time[90]