(Incorporated in Bermuda with limited liability) (Stock Code: 1152) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s)(Note 1), 31 July 2025 The following document(s) of Momentum Financial Holdings Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.1152.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- Annual Report 2024 You may at any time send your request in writing to the Co ...

(Incorporated in Bermuda with limited liability) (Stock Code: 1152) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 31 July 2025 正乾金融控股有限公司（「本公司」）下述文件已以中、英文版本編制及於本公司之網站 (www.1152.com.hk) 及香港聯合交易所有限公司之 網站 (www.hkexnews.hk) （統稱「該等網站」）刊載:- 2024 年報 The following document(s) of Momentum Financial Holdings Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.1152.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk ( ...

Contents 目錄 | | | 頁碼 | | --- | --- | --- | | Corporate Information | 公司資料 | 2 | | Management Discussion and Analysis | 管理層討論及分析 | 5 | | Directors and Senior Management | 董事及高級管理層 | 23 | | Directors' Report | 董事會報告 | 26 | | Corporate Governance Report | 企業管治報告 | 36 | | Environmental, Social and Governance Report | 環境、社會及管治報告 | 46 | | Independent Auditor's Report | 獨立核數師報告 | 63 | | Consolidated Statement of Profit or Loss and | 綜合損益及其他全面收益表 | 68 | | Other Comprehensive Income | | | | Consolidated Statement of ...

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 佈 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 會 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 （於百慕達註冊成立的有限公司） （股份代號：1152） 截 至2024年12月31日 止 年 度 全 年 業 績 公 佈 正 乾 金 融 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）謹 此 公 佈 本 公 司 及 其 附 屬 公 司（合 稱「本 集 團」）截 至2024年12月31日 止 年 度 的 綜 合 全 年 業 績（「全 年 業 績」）連 同 去 年 比 較 數 字 如 下： 綜 合 損 益 及 其 他 全 面 收 益 表 截 至2024年12月31日 止 年 度 | | | | | | | | | | | | | | | | | 2024年 | | | 2023年 | | ...

Appointment and Resignation Clarifications - The company clarified inaccuracies in the appointment and resignation dates of Mr. Huang Ze Wu in both the 2019 and 2020 annual reports[3][4]. - Mr. Huang Ze Wu was appointed on June 10, 2019, and resigned on July 25, 2019, but he never served as a director of the company[3][4]. - The company maintains that all other information in the 2019 and 2020 annual reports remains unchanged[5]. Board of Directors Composition - The board of directors includes one executive director and three independent non-executive directors as of the announcement date[6].

Clarifications on Management Changes - The company clarified inaccuracies regarding the appointment and resignation of Mr. Huang Ze Wu in the 2019 and 2020 annual reports, stating he never served as a director[2][3] Financial Information Consistency - The financial information in the 2019 and 2020 annual reports remains unchanged aside from the clarifications provided[5] Board Composition - The board of directors includes one executive director and three independent non-executive directors as of the announcement date[6]

Financial Performance - For the six months ended June 30, 2024, Momentum Financial Holdings Limited reported a total revenue of $50 million, representing a 15% increase compared to the same period last year[8]. - The net profit for the same period was $10 million, which is a 20% increase year-over-year, indicating improved operational efficiency[8]. - Revenue for the six months ended June 30, 2024, was HK$329,077,000, a decrease of 12.4% compared to HK$375,853,000 for the same period in 2023[9]. - Profit before taxation decreased to HK$12,898,000, representing a decline of 37.5% from HK$20,565,000 in the prior year[9]. - Profit for the period attributable to the owners of the Company was HK$9,488,000, a decrease of 42.5% compared to HK$16,634,000 in the same period last year[9]. - The Group recorded a profit of approximately HK$9.5 million for the six months ended 30 June 2024, representing a decrease of approximately HK$7.1 million or (42.8)% compared to the same period last year, mainly due to the decrease in revenue[115]. Revenue Projections and Growth - The company has projected a revenue growth of 10% for the next six months, aiming for a total revenue of $55 million by December 2024[8]. - New product launches are expected to contribute an additional $5 million in revenue, with a focus on enhancing digital financial services[8]. - Momentum Financial is expanding its market presence in Southeast Asia, targeting a 30% increase in market share within the next year[8]. User and Market Data - User data showed a growth in active users by 25%, reaching a total of 200,000 users as of June 30, 2024[8]. - Revenue from external customers in Hong Kong was HK$328,950,000, slightly up from HK$325,270,000 in the same period last year[48]. - The PRC segment generated revenue of HK$127,000, a significant decrease from HK$50,583,000 in the prior year[48]. Financial Position and Assets - The company has strengthened its financial position with a cash reserve of $15 million, providing flexibility for future investments and growth initiatives[8]. - Current assets increased to HK$490,126,000 as of June 30, 2024, compared to HK$407,874,000 at the end of 2023, reflecting a growth of 20.1%[10]. - Total equity increased to HK$115,831,000 as of June 30, 2024, compared to HK$107,874,000 at the end of 2023, reflecting an increase of 7.4%[12]. - As of June 30, 2024, consolidated assets amounted to HK$496,322,000, an increase of 19.6% from HK$414,741,000 as of December 31, 2023[43]. Cash Flow and Liquidity - For the six months ended June 30, 2024, the net cash used in operating activities was HK$ (9,943,000), compared to HK$ 7,508,000 in the same period of 2023, indicating a significant decline in operational cash flow[17]. - The total cash and cash equivalents at June 30, 2024, were HK$ 12,224,000, down from HK$ 14,886,000 at the same date in 2023, indicating a decrease in liquidity[17]. - The cash and cash equivalents at January 1, 2024, were HK$ 24,335,000, showing a significant drop in available cash by June 30, 2024[17]. Expenses and Liabilities - Gross profit for the period was HK$21,263,000, down 20.1% from HK$26,618,000 in the previous year[9]. - Administrative and other expenses totaled HK$2,809,000, compared to HK$4,234,000 in the previous year, showing a reduction of 33.5%[35]. - Consolidated liabilities reached HK$380,491,000, reflecting a 24% increase from HK$306,867,000 as of December 31, 2023[43]. Strategic Initiatives - The company is investing $2 million in research and development for new technologies aimed at improving user experience and security[8]. - A strategic acquisition of a fintech startup is under consideration, which could enhance the company's service offerings and customer base[8]. - The management emphasized a commitment to sustainability and plans to implement eco-friendly practices in operations by 2025[8]. Corporate Governance and Compliance - The financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance and transparency[24]. - The Group has adopted all new and revised HKFRSs effective from January 1, 2024, which may impact future financial reporting[24]. - The Board has resolved not to declare any interim dividend for the six months ended June 30, 2024, consistent with the previous year[135][136]. Shareholder Information - Triumph Hope Limited holds 501,330,000 shares, representing 50.13% of the company's issued share capital[154]. - The interests and short positions of 5% or more of the issued share capital of the Company were recorded as required by the Securities and Futures Ordinance[153]. - The Group's issued and fully paid ordinary shares remained at 982,000 shares as of 30 June 2024, with a share capital of HK$4,910,000[101].

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 329,077,000, a decrease of 12.4% from HKD 375,853,000 for the same period in 2023[2] - Gross profit for the same period was HKD 21,263,000, down 20.2% from HKD 26,618,000 in 2023[2] - Profit before tax decreased to HKD 12,898,000, representing a decline of 37.5% compared to HKD 20,565,000 in the previous year[2] - Net profit for the period was HKD 9,510,000, down 42.5% from HKD 16,590,000 in 2023[2] - Total comprehensive income for the period was HKD 7,957,000, a decrease of 46.0% from HKD 14,748,000 in the same period last year[2] - Basic and diluted earnings per share were both HKD 0.97, down from HKD 1.69 in 2023[2] - The segment profit for the financing leasing and consulting services was HKD 20,308 thousand, down from HKD 25,436 thousand, reflecting a decline of 20.5%[14][15] - The company reported a pre-tax profit of HKD 12,898 thousand for the six months ended June 30, 2024, down from HKD 20,565 thousand for the same period in 2023[14][15] - The company reported a profit attributable to shareholders for the six months ended June 30, 2024, was HKD 9,488,000, compared to HKD 16,634,000 for the same period in 2023, representing a decrease of approximately 43%[26] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 490,126,000, an increase from HKD 407,874,000 at the end of 2023[3] - Total liabilities increased to HKD 368,650,000 from HKD 231,254,000 at the end of 2023[3] - The company's equity increased to HKD 115,831,000 as of June 30, 2024, compared to HKD 107,874,000 at the end of 2023[3] - The total assets as of June 30, 2024, amounted to HKD 496,322 thousand, an increase of 19.6% compared to HKD 414,741 thousand as of December 31, 2023[16] - The total liabilities increased to HKD 380,491 thousand as of June 30, 2024, up from HKD 306,867 thousand as of December 31, 2023, representing a rise of 24%[17] - Trade receivables as of June 30, 2024, amounted to HKD 481,363,000, an increase from HKD 360,993,000 as of December 31, 2023, reflecting a growth of about 33%[31] - Trade payables increased significantly to HKD 158,979,000 as of June 30, 2024, compared to HKD 77,837,000 as of December 31, 2023, representing a growth of approximately 104%[33] - Other payables decreased to HKD 46,747,000 as of June 30, 2024, down from HKD 62,464,000 as of December 31, 2023, indicating a reduction of about 25%[33] - The total liabilities as of June 30, 2024, amounted to HKD 214,137,000, compared to HKD 145,477,000 as of December 31, 2023, marking an increase of about 47%[33] Cash Flow and Financing - For the six months ended June 30, 2024, the net cash used in operating activities was HKD (9,943,000), compared to a net cash generated of HKD 7,508,000 in the same period of 2023[5] - The total cash and cash equivalents decreased by HKD 12,176,000, while the cash and cash equivalents at the beginning of the period were HKD 24,335,000, resulting in a balance of HKD 12,224,000 as of June 30, 2024[5] - The cash flow used in financing activities was HKD (2,238,000), compared to HKD (412,000) in the same period of 2023, indicating increased cash outflow[5] - The group issued HKD 10 million of promissory notes with a 3% annual interest rate, maturing in two years, to be used for working capital[57] - The group has issued convertible bonds totaling HKD 39 million with a 5% annual interest rate, maturing in three years, with proceeds intended for operational funding[58] - The company aims to diversify its funding sources and explore fundraising opportunities, particularly from financial institutions[59] Operational Highlights - The company continues to focus on providing financing leasing and consulting services, as well as cross-border business operations[6] - The company has been engaged in cross-border business since 2017, expanding through S2B2C and B2C models to enhance revenue sources[50] - The financing leasing business has been a major part of the company's operations since 2014, with ongoing efforts to identify suitable expansion opportunities[51] - The company is exploring opportunities to expand and enhance its cross-border trade business and will make announcements in due course[48] - The company aims to provide value-added services to e-commerce distributors and end customers through its cross-border business model[50] Compliance and Governance - The financial statements were prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with applicable disclosure requirements[6] - The company has complied with the corporate governance code as of June 30, 2024[73] - The board has confirmed adherence to the standards for directors' securities trading as of June 30, 2024[74] - The audit committee has reviewed the unaudited interim financial statements for the six months ended June 30, 2024[75] Shareholder Information - The company did not declare or propose any dividends for the reporting period ending June 30, 2024, consistent with the previous year[24] - The company will not declare any interim dividend for the six months ended June 30, 2024, consistent with the previous year[72] - The company's shares were suspended from trading on September 2, 2024, pending the announcement of interim results[76] - Trading of the company's shares is set to resume on September 16, 2024, following the publication of interim results[76] - The company has appointed Mr. Zhang Rujie as its authorized representative effective from September 14, 2024[77]

Financial Performance - The cross-border business segment recorded revenue of approximately HKD 761.3 million, an increase of 133.5% compared to HKD 326.1 million in 2022[16]. - The financing leasing business segment generated revenue of approximately HKD 0.3 million, a decrease of 62.5% from HKD 0.8 million in 2022[16]. - The group's sales cost increased by 133.6% to approximately HKD 711.6 million, attributed to revenue growth[18]. - Gross profit increased by 117.3% to approximately HKD 50.2 million, while the gross profit margin decreased from about 7.0% to 6.6% due to competitive pricing strategies[18]. - Administrative and other expenses rose by 33.7% to approximately HKD 12.3 million, primarily due to increased revenue and related operational costs[19]. - The group recorded a profit of approximately HKD 19.5 million for the year, up from HKD 15.2 million in 2022, driven by significant revenue growth[22]. - As of December 31, 2023, the group held cash and bank balances totaling approximately HKD 24.3 million, compared to HKD 8.2 million in 2022[24]. - The debt ratio improved to 37.0% as of December 31, 2023, down from 43.4% in 2022[29]. - Total borrowings amounted to approximately HKD 153.3 million, with significant components including HKD 50 million from the ultimate holding company and HKD 51.2 million in corporate bonds[24]. Business Strategy and Operations - The company has implemented a strategic arrangement to strengthen its market position, including the introduction of new customers and suppliers, enhancing product lines, and improving operational efficiency[14]. - The company aims to seek new financing opportunities in the market to support and consolidate its business operations[14]. - The company has optimized its S2B2C model, further enhancing its product offerings to drive revenue growth[17]. - The cross-border business has expanded its revenue sources by directly promoting and selling products to end consumers through a B2C model[8]. - The financing leasing and consulting services are primarily conducted through direct financing leases and sale-leaseback transactions, catering to clients' operational funding needs[12]. - The financing leasing team has extensive experience and conducts thorough due diligence on potential projects, ensuring robust credit risk assessments[13]. - The company is exploring various methods to improve financial performance and broaden revenue sources within acceptable risk levels[53]. - The company does not rule out the possibility of investing or expanding into other businesses to support operational levels and asset value[53]. Corporate Governance - The board of directors consists of five members, with two executive directors and three independent non-executive directors[86]. - The board will decide on dividend declarations and amounts based on future operating and financial conditions, capital requirements, and other relevant factors[70]. - The company has adopted a share option plan to reward eligible participants contributing to its operations and profitability since October 28, 2011, with a maximum issuance limit of 30% of the total issued shares[97]. - The company has established a cap on the total number of shares that can be issued under the share option plan, not exceeding 10% of the issued share capital without shareholder approval[97]. - The company has implemented suitable insurance coverage for its directors and senior officers against potential legal actions[126]. - The company has established a diversity policy for its board, considering various factors such as gender, age, and professional experience in its appointments[131]. - The company has maintained a commitment to environmental, social, and governance policies, with details provided in the annual report[115]. - The company has established an effective risk management and internal control system, with no significant risks identified in the 2023 risk assessment[143]. - The internal control system aligns with the COSO framework, ensuring operational effectiveness and compliance with applicable laws[144]. - The board reviews the effectiveness of the risk management and internal control systems annually, concluding they are effective and sufficient[148]. Environmental and Social Responsibility - The company emphasizes environmental protection by implementing green office practices, including water conservation and paper recycling initiatives[173]. - The total greenhouse gas emissions for the year 2023 amounted to 9,883 kg, a decrease from 10,251 kg in 2022, achieving a reduction target of 1%[176]. - The company has set a greenhouse gas emissions target of 17,182 kg for the upcoming year[176]. - The company does not generate significant hazardous waste, primarily producing non-hazardous waste from electricity usage[178]. - The company actively engages with stakeholders through various communication channels to understand their expectations and improve operational strategies[166]. - The company prioritizes energy-efficient office supplies and encourages employees to turn off electronic devices after work to reduce emissions[173]. - The company aims to reduce energy consumption by 1% compared to the previous year, and this target has been achieved in the current year[163]. Employee Relations and Workforce - The group employed approximately 29 staff members as of December 31, 2023, down from 48 in 2022[40]. - Employee gender distribution in 2023 was 55% male and 45% female, compared to 60% male and 40% female in 2022[190]. - The company aims to provide a structured and friendly work environment to enhance employee belonging and efficiency[194]. - The company has implemented various health and safety measures in response to COVID-19, including daily temperature checks and health status reporting[197]. - The group strictly opposes child labor and forced labor, adhering to all relevant laws and regulations[199]. - The group ensures fair compensation and benefits for all employees, complying with local labor laws[199]. - Recruitment processes are conducted without discrimination based on gender, age, race, religion, or disability[199]. - Leisure activities are organized to promote work-life balance and strengthen team spirit among employees[200].

Financial Performance - Total revenue for the year ended December 31, 2023, was HKD 761,781,000, a significant increase of 132.5% compared to HKD 327,721,000 in 2022[2] - Gross profit for the same period was HKD 50,197,000, up 116.7% from HKD 23,142,000 in the previous year[2] - Operating profit before tax was HKD 25,367,000, representing a 54.3% increase from HKD 16,420,000 in 2022[3] - Net profit for the year was HKD 19,545,000, an increase of 28.5% compared to HKD 15,181,000 in the prior year[3] - The company reported a basic earnings per share of HKD 2.07, up from HKD 1.56 in 2022, reflecting a growth of 32.5%[3] - The total comprehensive income for the year was HKD 16,964,000, compared to HKD 6,545,000 in 2022, marking a 159.5% increase[3] - The company experienced a significant increase in other operating income, rising to HKD 8,143,000 from HKD 363,000 in the previous year[2] - The group reported a total revenue of HKD 761,781,000 for 2023, a significant increase from HKD 327,721,000 in 2022, representing a growth of approximately 132.5%[18] - Revenue from cross-border business reached HKD 761,305,000 in 2023, compared to HKD 326,130,000 in 2022, indicating a growth of about 133.4%[18] - The group’s gross profit increased by 117.3% to approximately HKD 50.2 million, while the gross profit margin decreased from about 7.0% to approximately 6.6% due to competitive pricing strategies[60] - The group recorded a net profit of approximately HKD 19.5 million for the reporting period, up from HKD 15.2 million in 2022, driven by significant revenue growth[64] Financial Position - The total assets of the company as of December 31, 2023, amounted to HKD 183,487,900[5] - The net assets of the company were reported at HKD 107,874,900, reflecting a significant financial position[5] - The company reported a total current liabilities of HKD 145,477,992, indicating its short-term financial obligations[5] - The company has a total equity of HKD 107,874,900, which represents the shareholders' stake in the company[5] - The company’s total liabilities, including current and non-current, were reported at HKD 75,613,000[5] - As of December 31, 2023, total assets amounted to HKD 414,741,000, an increase from HKD 352,444,000 in 2022, reflecting a growth of approximately 17.7%[24] - The total liabilities increased to HKD 311,867,000 in 2023 from HKD 262,185,000 in 2022, representing a rise of about 19%[24] - The group’s current ratio improved to 1.76 times as of December 31, 2023, compared to 1.31 times in 2022[65] - As of December 31, 2023, the debt ratio was 37.0%, down from 43.4% in 2022[70] - The total borrowings of the group amounted to approximately HKD 111.5 million as of December 31, 2023, down from HKD 152.9 million in 2022[66] Operational Highlights - The company operates primarily in the financing leasing and consulting services sector, indicating a focus on financial services[7] - The financing leasing and consulting services have been a major business segment since 2014, focusing on direct financing leases and sale-leaseback transactions[48] - The group has been expanding its cross-border business since 2017, utilizing S2B2C and B2C models to enhance revenue streams[46] - The group aims to enhance competitiveness by providing value-added services through its cross-border e-commerce platform[46] - The group aims to strengthen its market position by introducing new customers and suppliers, enhancing product lines, and seeking new financing opportunities[55] Accounting and Compliance - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[8] - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2023, with no significant impact on the financial position and performance for the current and prior periods[11] - The group is currently evaluating the impact of new and revised standards expected to be effective in the upcoming accounting periods, with no major anticipated effects on the consolidated financial statements[16] - The group has implemented changes in accounting policies due to the cancellation of the offset mechanism for mandatory provident fund and long service payment, which will officially take effect on May 1, 2025[12] - The group’s financial reporting is in compliance with the new standards issued by the Hong Kong Institute of Certified Public Accountants, which took effect during the current accounting period[11] - The company has adopted the Listing Rules Appendix C3 regarding the standards for directors' securities trading, confirming no violations as of December 31, 2023[87] Cash Flow and Investments - The company’s cash and bank balances stood at HKD 24,335,581, providing liquidity for operations[5] - As of December 31, 2023, the group held cash and bank balances totaling approximately HKD 24.3 million, compared to HKD 8.2 million in 2022[65] - The company has committed capital contributions of approximately HKD 10.8 million as of December 31, 2023, slightly down from HKD 11.1 million in 2022[73] - The total capital commitments related to investment amounted to HKD 10,810,000 in 2023, slightly down from HKD 11,100,000 in 2022[43] Employee and Operational Costs - The total employee costs amounted to HKD 3,886,000 in 2023, slightly down from HKD 3,935,000 in 2022, indicating a decrease of 1.2%[9] - Administrative and other expenses increased by 33.7% to approximately HKD 12.3 million, primarily due to increased revenue and related operating costs[61] Trade and Receivables - Trade receivables increased significantly to HKD 360,993,000 in 2023 from HKD 222,205,000 in 2022, reflecting a growth of 62.6%[40] - Trade receivables aged 0 to 30 days increased to HKD 33,764,000 in 2023 from HKD 12,195,000 in 2022, showing a significant rise[46] - Trade receivables aged 31 to 60 days were HKD 19,721,000 in 2023, compared to HKD 19,448,000 in 2022, indicating a stable collection period[46] - Trade receivables aged over 60 days increased to HKD 24,802,000 in 2023 from HKD 20,137,000 in 2022, reflecting a growing collection challenge[46] - The impairment loss on trade receivables was HKD 6,472,000 in 2023, compared to a reversal of HKD 3,192,000 in 2022, indicating a negative shift in receivables management[9] Dividends and Shareholder Returns - The company did not declare any dividends for the fiscal year ending December 31, 2023, consistent with 2022[33] - The company has not proposed any new strategies or product developments during the reporting period[40] - The company has not declared any final dividends for the year ending December 31, 2023[75] Audit and Governance - The auditor, Chang Ching (Hong Kong) CPA Limited, has compared the preliminary results for the year ending December 31, 2023, with the financial statements, confirming consistency[89] - The Audit Committee, established on October 11, 2011, is responsible for overseeing the relationship with external auditors and reviewing the adequacy of financial reporting procedures and internal controls[90] - The Audit Committee consists of three independent non-executive directors, with Mr. Chan Wing Ping as the chairman, and has approved the annual results for the year ending December 31, 2023[90] - The company's 2023 annual report will include all information required by the Listing Rules and will be published on the company's and the Stock Exchange's websites[92]