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，概不就因本公佈之全 部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 （於百慕達註冊成立的有限公司） （股份代號：1152） (1)涉及根據特別授權發行可換股債券的建議債務重組； (2)申請清洗豁免； (3)有關償還股東貸款的特別交易；及 (4)恢復買賣 涉及根據特別授權發行可換股債券的建議債務重組 於2025年7月5日，本公司與債權人訂立清償協議，據此，本公司有條件同意將 結欠債權人的未償還債務資本化，而債權人有條件同意認購及本公司有條件同 意向債權人發行本金總額為178,615,220港元的可換股債券。 收購守則的涵義 申請清洗豁免 於本公佈日期，(i)其中一名債權人鄭先生持有40,000股股份；及(ii)餘下的債權 人Rosy Benefit、Forever Brilliance、日晟、Lumina Investment、田女士、李女 士、王先生及陳先生並無持有任何股份。 假設於本公佈日期至完成期間 ...

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 FF301 致：香港交易及結算所有限公司 公司名稱: 正乾金融控股有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 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) | 01152 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | 本月底法定/註冊股本總額： HK ...

(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 ( ...

Corporate Information The company experienced significant changes in its board and committee members, is registered in Bermuda with its principal place of business in Hong Kong, and its auditor is Evergreen (Hong Kong) CPA Limited - Frequent changes in board members included the resignation/retirement of executive directors **Mr. Liu Xinchen, Mr. Zhou Yihong, Mr. Zhang Rujie**, and the appointment of **Mr. Zhu Jianhong**; independent non-executive directors **Mr. Man Wai Lun, Mr. Chow Chun Chuen, Mr. Chan Wing Ping, Ms. Wong Chun Lin** retired, while **Mr. Sin Ka Man, Ms. Leung Lai Na, Mr. Chan Yat Fan** were appointed[3](index=3&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk) - Company Secretary **Ms. Yan Wai Kam** resigned on **April 30, 2024**, and **Mr. Chow Chiu Ho** was appointed on **May 1, 2024**[4](index=4&type=chunk)[5](index=5&type=chunk) - The chairmen and members of the Audit Committee, Remuneration Committee, and Nomination Committee all experienced changes to comply with listing rule requirements[7](index=7&type=chunk)[8](index=8&type=chunk)[9](index=9&type=chunk)[11](index=11&type=chunk) - The company's registered office is in **Bermuda**, its China headquarters is in **Futian District, Shenzhen**, and its principal place of business in Hong Kong is in **Sheung Wan**[4](index=4&type=chunk)[5](index=5&type=chunk) - The auditor is **Evergreen (Hong Kong) CPA Limited**[11](index=11&type=chunk)[12](index=12&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's 2024 financial performance, liquidity, capital structure, and risks, noting a decline in revenue and a shift to net loss, significant board changes, and multiple stock trading suspensions - In FY2024, the Group recorded a net loss of approximately **23.3 million HKD**, compared to a net profit of approximately **19.5 million HKD** in 2023, primarily due to reduced cross-border trade in nutritional food and health products and increased impairment losses on trade receivables[42](index=42&type=chunk)[48](index=48&type=chunk) - As of December 31, 2024, cash and bank balances totaled approximately **3.6 million HKD** (2023: 24.3 million HKD), the current ratio decreased from **1.76 times to 1.25 times**, and the gearing ratio increased from **37.0% to 52.1%**[43](index=43&type=chunk)[49](index=49&type=chunk)[83](index=83&type=chunk)[90](index=90&type=chunk) - The Group's total borrowings increased to approximately **200.8 million HKD** (2023: 153.3 million HKD), including loans from the ultimate holding company, bank and other borrowings, promissory notes, and corporate bonds[50](index=50&type=chunk)[55](index=55&type=chunk) - During the reporting period, the company's stock trading was suspended and resumed multiple times due to changes in board members, delayed release of interim results, receipt of demand letters, and debt restructuring[113](index=113&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[121](index=121&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - The Group signed a strategic cooperation agreement with **Shenzhen Yuanshijie Technology Co., Ltd.** to explore the application of AI technology, data analysis, and software development in cross-border business, finance, and other fields[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) [BUSINESS REVIEW](index=6&type=section&id=BUSINESS%20REVIEW) The Group primarily operates cross-border business and provides finance lease and consulting services, with strict credit risk assessment and no repayment defaults in the reporting period - The Group primarily engages in providing **cross-border business** and **finance lease and consulting services**[13](index=13&type=chunk)[17](index=17&type=chunk) - Cross-border business expanded since **2017** in **S2B2C and B2C models**, enhancing competitiveness through cross-border e-commerce platforms, bonded warehouses, customs declaration, warehousing, and logistics[14](index=14&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Finance lease business has been one of the Group's principal businesses since **2014**, primarily in the form of **direct finance leases and sale-and-leaseback arrangements**[15](index=15&type=chunk)[16](index=16&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) - The finance lease business employs strict customer screening, due diligence, feasibility studies, verification, and credit risk assessment procedures; as of December 31, 2024, the cumulative impairment loss on finance lease receivables was **zero HKD** (2023: 12,000 HKD), with no record of repayment defaults[25](index=25&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk)[33](index=33&type=chunk) - In 2024, the Group implemented strategic customized arrangements, including introducing new customers and suppliers, strengthening product lines and platforms, improving operations and reducing costs, and seeking new financing[30](index=30&type=chunk)[34](index=34&type=chunk) [FINANCIAL REVIEW](index=8&type=section&id=FINANCIAL%20REVIEW) The Group's revenue and gross profit significantly declined in FY2024, resulting in a net loss, primarily due to reduced cross-border business and increased impairment losses 2024 Revenue and Gross Profit Comparison | Indicator | 2024 (million HKD) | 2023 (million HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 630.1 | 761.8 | -17.3% | | Cost of Sales | 599.3 | 711.6 | -15.8% | | Gross Profit | 30.9 | 50.2 | -38.5% | | Gross Margin | 4.9% | 6.6% | -1.7% | - A net loss of approximately **23.3 million HKD** was recorded for the year, compared to a net profit of approximately **19.5 million HKD** in 2023, mainly due to reduced cross-border trade in nutritional food and health products and increased impairment losses on trade receivables[42](index=42&type=chunk)[48](index=48&type=chunk) - Administrative and other expenses decreased by **28.5%** to approximately **8.8 million HKD**, primarily due to reduced revenue and related operating costs[39](index=39&type=chunk)[45](index=45&type=chunk) - Hong Kong subsidiaries are subject to a two-tiered profits tax system (8.25% on the first 2 million HKD, 16.5% on the remainder), while China subsidiaries are subject to a **25%** tax rate[40](index=40&type=chunk)[41](index=41&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE](index=9&type=section&id=LIQUIDITY%2C%20FINANCIAL%20RESOURCES%20AND%20CAPITAL%20STRUCTURE) The Group's liquidity significantly deteriorated in 2024, with decreased cash and increased borrowings, facing multiple repayment demands and unsuccessful debt restructuring attempts Liquidity Indicators | Indicator | December 31, 2024 (million HKD) | December 31, 2023 (million HKD) | | :--- | :--- | :--- | | Cash and Bank Balances | 3.6 | 24.3 | | Current Ratio | 1.25 times | 1.76 times | Total Borrowings Composition | Borrowing Type | December 31, 2024 (million HKD) | December 31, 2023 (million HKD) | | :--- | :--- | :--- | | Loan from Ultimate Holding Company | 50.0 | 50.0 | | Bank and Other Borrowings | 6.6 | 17.8 | | Promissory Notes | 91.6 | 33.8 | | Corporate Bonds | 51.5 | 51.2 | | Lease Liabilities | 1.1 | 0.5 | | **Total Borrowings** | **200.8** | **153.3** | - On **September 16, 2024**, a demand letter was received from a promissory note holder requesting repayment of approximately **20.3 million HKD**; on **October 10, 2024**, a statutory demand was received for **20,316,438 HKD**, potentially leading to a winding-up petition[64](index=64&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk)[71](index=71&type=chunk)[73](index=73&type=chunk

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]