Financial Performance - The Group's net loss increased from approximately HK$7.0 million for the year ended 31 March 2022 to approximately HK$41.2 million for the year ended 31 March 2023, primarily due to the performance of listed investments and expected credit loss assessments [12]. - The Group recorded a net loss on listed investments of approximately HK$30.7 million in the year, compared to a net loss of approximately HK$0.1 million in the previous year [12]. - The Group recorded an impairment loss of approximately HK$1.2 million during the year, contrasting with a reversal of impairment losses of approximately HK$8.7 million in the previous year [12]. - The Group recorded unrealized losses on unlisted investments of approximately HK$2.4 million, down from approximately HK$8.7 million in the previous year [12]. - The group recorded an unrealized loss of approximately HK$49.9 million, with unrealized gains of about HK$17.3 million [32]. - The consolidated net asset value per share decreased to HK$0.48 as of March 31, 2023, down from HK$0.65 in 2022, with total net assets of approximately HK$196.6 million [75]. Investment Strategy - The investment portfolio as of 31 March 2023 is valued at approximately HK$167.0 million, comprising unlisted securities, listed securities, and bonds investments in Hong Kong and China [18]. - The Group aims to focus on business segments with higher profit margins and growth potential, such as money lending operations [20]. - The Group will actively explore suitable investment opportunities to diversify its business horizons and strengthen overall business development [22]. - The company aims to invest in unlisted securities, listed securities, and fixed income products to further diversify market risk [70]. Financial Position - As of March 31, 2023, the group had bank balances and cash of approximately HK$27.6 million, up from HK$10.8 million in 2022 [47]. - The gearing ratio was 2.6% for the year, significantly lower than 6.0% in 2022, indicating a very low leverage level [45]. - The Group's debt-to-equity ratio was reported at 2.6%, significantly lower than 6.0% in 2022, reflecting a very low leverage level [74]. - The Group's listed securities amounted to approximately HK$132.5 million, which is around 26.5 times the margin payable value of approximately HK$5.0 million, indicating a healthy liquidity position [71]. - The Group pledged listed securities of approximately HK$18.2 million to secure margin payables of approximately HK$5.0 million as of March 31, 2023 [79]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2023, with some deviations noted [140]. - The Company does not have any significant transactions or contracts involving directors that could cause a conflict of interest [139]. - The Company has arranged for appropriate insurance cover for Directors' and officers' liabilities [135]. - The Company has established a Dividend Policy aiming to provide stable and sustainable returns to shareholders, although there is no pre-determined dividend distribution ratio [148][149]. - The Group has adopted the Model Code for Securities Transactions by Directors and confirmed that all Directors have complied with the required standards throughout the year [179]. Dividend Policy - The Company did not recommend the payment of a final dividend for the year [73]. - The Company does not recommend the payment of a dividend for the year ended March 31, 2023, consistent with the previous year [120]. - The Company’s reserves available for distribution to shareholders as of March 31, 2023, were approximately HK$191,950,000 [145]. Management and Board Structure - The Board comprises a total of six Directors, including one executive Director, two non-executive Directors, and three independent non-executive Directors as of March 31, 2023 [182]. - The Company has a diverse board of directors with extensive experience in securities trading, fund management, and corporate finance [114]. - All independent non-executive Directors have confirmed their independence in accordance with Rule 3.13 of the Listing Rules [191]. - The Board is in the process of locating an appropriate person to fill the vacancy of the Chairman and the Chief Executive Officer [178]. Operational Initiatives - The company has taken initiatives to promote environmental protection and efficient resource utilization through paper recycling in offices [168]. - The company emphasizes adherence to anti-corruption practices and has a policy against soliciting or accepting advantages from business partners [168]. - The company encourages employee participation in seminars and activities related to its business [168]. - The company supports long-term community investment by encouraging employees to participate in volunteer work [168].

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佈全部或任何 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。 CHINA INVESTMENT AND FINANCE GROUP LIMITED 中 國 投 融 資 集 團 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：1226） 全年業績公佈 截至二零二三年三月三十一日止年度 中國投融資集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此呈報本公 司及其附屬公司（統稱「本集團」）截至二零二三年三月三十一日止年度之經審核 綜合全年業績。 ...

Financial Performance - For the six months ended September 30, 2022, the Group recorded gross proceeds from the disposal of securities of approximately HK$24.6 million, up from approximately HK$15.2 million for the same period in 2021, representing an increase of approximately 62%[9]. - Revenue decreased from approximately HK$2.4 million for the six months ended September 30, 2021, to approximately HK$2.0 million for the current period, a decrease of approximately 18%[9]. - Profit attributable to the owners of the Company decreased from approximately HK$15.8 million for the six months ended September 30, 2021, to approximately HK$12.4 million for the current period[9]. - The net profit for the period was approximately HK$16.9 million, excluding non-cash share-based payments of approximately HK$4.5 million[9]. - For the six months ended September 30, 2022, the profit attributable to shareholders was HK$12,431,000, a decrease of 21.5% from HK$15,792,000 in the same period of 2021[116]. - The total comprehensive income for the period attributable to shareholders was HK$12,431,000, compared to HK$15,792,000 in the previous year, indicating a decrease of 21.5%[116]. - Basic earnings per share decreased to 3.65 HK cents from 5.52 HK cents, representing a decline of 33.9%[116]. - The diluted earnings per share (EPS) for the six months ended September 30, 2022 was 3.44 HK cents, down from 5.28 HK cents in 2021, indicating a decline of 34.8%[142]. Assets and Liabilities - The unaudited consolidated net assets of the Group as of September 30, 2022, amounted to approximately HK$250.2 million, an increase from approximately HK$209.7 million as of March 31, 2022[9]. - The net asset value per share was approximately HK$0.61 as of September 30, 2022, down from approximately HK$0.65 as of March 31, 2022[10]. - The Group's cash and cash equivalents increased to approximately HK$41.5 million as of 30 September 2022, up from approximately HK$10.8 million as of 31 March 2022[72]. - The gearing ratio as of 30 September 2022 was 1.9%, a decrease from 6.0% as of 31 March 2022, indicating a healthier financial position[75]. - The total equity increased to HK$250,213,000 as of September 30, 2022, from HK$209,715,000 as of March 31, 2022, reflecting an increase of 19.4%[117]. - Current assets increased to HK$232,315,000 as of September 30, 2022, up from HK$200,457,000 as of March 31, 2022, reflecting an increase of 15.9%[117]. - Net current assets improved to HK$224,544,000, compared to HK$184,454,000 as of March 31, 2022, marking an increase of 21.8%[117]. - Non-current assets decreased to HK$25,669,000 as of September 30, 2022, from HK$25,261,000 as of March 31, 2022, a slight decrease of 1.6%[117]. Investment Portfolio - The Group's investment portfolio was valued at approximately HK$204.5 million as of September 30, 2022[16]. - The investment portfolio included HK$166.8 million in listed equities, HK$28.7 million in debt investments, and HK$9.0 million in direct investments in unlisted equities[15]. - The Group's investment strategy focuses on unlisted equity securities, unlisted debt securities, and listed equity securities in Hong Kong and China[16]. - The profit on listed investments for the period was approximately HK$18.0 million, consisting of a net realised gain of HK$5.1 million and a net unrealised gain of HK$12.8 million[34]. - The Group recorded an unrealized gain of approximately HK$22.2 million from its equity investment in WLS Holdings Limited during the period[150]. - The company is actively exploring investment opportunities to diversify its business and strengthen overall development in line with government strategic plans for property construction and infrastructure investment[149]. Share Capital and Dividends - The Group raised approximately HK$16.9 million through the placing of 65,000,000 new shares at a price of HK$0.26 per share, representing a discount of approximately 13.3% to the closing price on 19 August 2022[62][64]. - The net proceeds from the placing, after expenses, were approximately HK$16.5 million, with HK$4.8 million utilized for working capital and investments by 30 September 2022[64]. - The Board has resolved not to recommend a payment of an interim dividend for the period ending September 30, 2022[59]. - The company did not recommend the payment of a dividend for the six months ended 30 September 2022, consistent with the previous year where no dividend was paid[138]. Employee and Operational Costs - The total employee costs for the Group were approximately HK$3.9 million for the six months ended 30 September 2022, down from approximately HK$4.2 million in the previous year[78]. - Total directors' remuneration decreased to HK$1,409,000, a reduction of 26% from HK$1,908,000 in the previous year[133]. - Total staff costs (excluding directors' remuneration) were HK$3,884,000, down 8% from HK$4,230,000 in the prior year[133]. - Non-cash share-based payments decreased to approximately HK$3.5 million for the six months ended 30 September 2022, down from HK$3.8 million in the same period of 2021[79]. Corporate Governance and Compliance - The company has complied with the Code on Corporate Governance Practices throughout the six months ended September 30, 2022, with some deviations noted[107]. - The roles of the Chairman and the Chief Executive Officer are currently being separated, with efforts underway to fill the vacancies[108]. - All directors have confirmed compliance with the required standards for securities transactions throughout the reporting period[109]. - The Audit Committee reviewed the unaudited consolidated results for the six months ended September 30, 2022, including discussions on internal controls and risk management[110]. Market Conditions and Future Outlook - The economic environment remains uncertain due to the pandemic, with potential impacts on market volatility amid geopolitical tensions, particularly the Russia-Ukraine war[155]. - The company anticipates facing lending risks that may affect loan demand due to the unpredictable economic environment[161][165]. - Power Financial will continue to monitor market conditions and seek potential investment opportunities to expand its business segments[161][165]. - The management believes that Power Financial can spur revenue growth and create more value despite the challenges posed by the current economic climate[164][166].

Financial Performance - The Group recorded gross proceeds from the disposal of securities of approximately HK$22.7 million, a decrease of approximately 25.3% compared to HK$30.4 million in the previous year[8]. - Revenue for the year was approximately HK$4.5 million, reflecting a decrease of approximately 1.0% from the previous year's revenue of approximately HK$4.5 million[8]. - The Company reported a loss attributable to owners of approximately HK$7.0 million for the year, compared to a profit of approximately HK$3.6 million in 2021[9]. - The Group experienced a net loss on listed investments of approximately HK$0.3 million, compared to a net gain of approximately HK$20.0 million in the previous year[9]. - Administrative expenses rose to approximately HK$10.7 million from approximately HK$8.9 million in the previous year[9]. - The Group recorded a net realised loss on disposal of listed securities of approximately HK$0.4 million, with realised gains of approximately HK$2.3 million and realised losses of approximately HK$2.7 million[48]. - The net unrealised gain of listed securities was approximately HK$0.1 million, consisting of unrealised gains of approximately HK$31.8 million and unrealised losses of approximately HK$31.7 million[49]. - The Group's unlisted debt investments experienced a valuation loss of approximately HK$7.2 million during the year, with total coupons received amounting to approximately HK$3.1 million[54][57]. - The Group's impairment losses under the expected credit loss model included a reversal of approximately HK$8.7 million, primarily due to the collection of outstanding receivables[55][58]. - The Group's net unrealised loss on unlisted securities was approximately HK$8.7 million, mainly attributed to a valuation loss on investment in Peak Zone Group Limited of approximately HK$6.2 million[58]. Investment Portfolio - The audited consolidated net assets of the Group as of March 31, 2022, amounted to approximately HK$209.7 million, up from approximately HK$195.5 million in 2021[8]. - The Group's investment portfolio as of March 31, 2022, is valued at approximately HK$185.8 million, comprising unlisted securities, listed securities, and bonds investments in Hong Kong and China[21][22]. - Significant investments include equity investments in WLS Holdings Limited (HK$25.0 million, 11.1% of total assets), Power Financial Group Limited (HK$17.3 million, 7.7%), and Youth Champ Financial Group Limited (HK$11.5 million, 5.1%) as of March 31, 2022[26]. - The Group's portfolio includes HK$148.3 million in listed shares across 42 companies[15]. - Direct investments in unlisted equities amounted to HK$15.5 million across 3 investments[17]. - The Group's bond investment in two listed companies amounts to HK$22.0 million[19]. - The Group's significant investments represent over 5% of the total assets, indicating a diversified investment approach to minimize commercial risk[22][23]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2022, with some deviations noted[154]. - The Board consists of six members, including one executive director, two non-executive directors, and three independent non-executive directors as of March 31, 2022[190]. - All independent non-executive directors have submitted annual independence confirmation statements, and the company believes they meet the independence guidelines[190]. - The Group has adopted the Model Code for Securities Transactions by Directors, confirming compliance by all Directors throughout the year[184]. - The company has taken sufficient measures to ensure corporate governance practices align with the code requirements[191]. - The company encourages continuous professional development for all directors, ensuring they remain informed and relevant in their contributions[194]. - The company secretary provides ongoing training regarding the latest developments in listing rules and regulatory requirements to all directors[192]. - The Directors' emoluments are subject to review and recommendation by the Remuneration Committee[163]. - The Company emphasizes the importance of anti-corruption practices and has policies in place to uphold honesty and integrity among employees[165]. Future Outlook and Strategy - WLS anticipates improvement in the global economy for the year 2021/2022 due to government disbursement of HK$5,000 electronic consumption vouchers and ongoing COVID-19 vaccinations[27][29]. - WLS plans to revitalize its scaffolding business and focus on higher profit margin segments, such as money lending operations, while adhering to strict cost control policies[27][29]. - The Group will continue to monitor the performance of WLS and adjust its investment strategy as necessary[28][30]. - The Group's strategy aligns with the Hong Kong Government's development plans for property construction, infrastructure investment, and financial market development[27][30]. - The Group expects the global market to face greater challenges and uncertainties, particularly in the context of economic turmoil and the ongoing COVID-19 pandemic[61]. Employee and Operational Information - Total staff costs for the year ended March 31, 2022, amounted to approximately HK$4.6 million, an increase from approximately HK$2.9 million in 2021[84]. - The Group maintained the same number of employees, with eleven employees retained as of March 31, 2022[87]. - The Company considers its employees as important assets and strives to provide a fair working environment[165]. - The Company supports long-term community investment through employee volunteer work initiatives[1]. Dividend Policy - The Company did not recommend a payment of final dividend for the year[66]. - The Directors do not recommend the payment of a dividend for the year ended 31 March 2022, consistent with the previous year where no dividend was paid[111]. - The company must consider various factors, including financial performance and market conditions, when deciding on dividend payments[132]. - The company aims to maintain adequate working capital while providing stable returns to shareholders as per its dividend policy established in January 2019[131]. - There is no pre-determined dividend distribution ratio, and past dividend distribution records do not guarantee future dividends[137]. - The declaration and payment of dividends are subject to restrictions under the Companies Law of the Cayman Islands and the company's articles of association[138].

Financial Performance - For the six months ended September 30, 2021, the Group recorded gross proceeds from the disposal of securities of approximately HK$15.2 million, down from approximately HK$17.7 million in 2020, representing a decrease of about 14.1%[7]. - Revenue increased from approximately HK$2.1 million for the six months ended September 30, 2020, to approximately HK$2.4 million for the current period, reflecting a growth of approximately 14%[7]. - The financial profit attributable to the owners of the Company changed from a loss of approximately HK$12.9 million in 2020 to a profit of approximately HK$15.8 million for the current period[7]. - Profit before tax for the period was HK$15,792,000, a turnaround from a loss of HK$12,896,000 in the same period last year[93]. - The profit attributable to shareholders of the Company was HK$15,792,000, compared to a loss of HK$12,896,000 in the previous year, marking a significant improvement[93]. - The total comprehensive income for the period was HK$15,792,000, marking a positive turnaround compared to the previous losses[98]. Asset Management - The unaudited consolidated net assets of the Group as of September 30, 2021, amounted to approximately HK$232.5 million, an increase from approximately HK$195.5 million as of March 31, 2021[7]. - The increase in net asset value was driven by a net profit of approximately HK$21.0 million for the period, excluding non-cash share-based payments of approximately HK$5.2 million, and net placing proceeds of approximately HK$16.0 million[7]. - The Group's total investment portfolio was valued at approximately HK$202.3 million, comprising listed equities, debt investments, and direct investments in unlisted equities[13]. - The portfolio included HK$154.4 million in listed shares across thirty-nine companies, HK$23.8 million in bonds from two listed companies, and HK$24.1 million in direct investments in unlisted equity securities[13]. - The net asset value per share remained stable at approximately HK$0.72 as of September 30, 2021, unchanged from March 31, 2021[8]. - The Group's cash and cash equivalents as of September 30, 2021 were approximately HK$22.2 million, a significant increase from approximately HK$2.8 million as of 31 March 2021[44]. Investment Activities - The net realised gain on disposal of listed equity investments was approximately HK$2,242,000, net of realised loss of approximately HK$2,176,000[19]. - The net unrealised gain on listed equity investments was approximately HK$21,000,000[20]. - The Group's unlisted debt investments contributed stable interest income of approximately HK$1.5 million for the period[22]. - The Group's margin payables increased to approximately HK$5.9 million as of 30 September 2021, compared to approximately HK$4.4 million as of 31 March 2021[44]. - The Group's margin payables are related to margin loans from trading listed investments, which are repayable on demand[156]. Shareholder Information - The Board resolved not to recommend a payment of an interim dividend for the six months ended 30 September 2021[28]. - The Company did not recommend the payment of a dividend for the six months ended 30 September 2021, consistent with no dividend in 2020[118]. - The weighted average number of ordinary shares in issue for the six months ended 30 September 2021 was 286,312,010, an increase from 227,246,928 shares in the same period of 2020[119][123]. - The diluted earnings per share (EPS) for the six months ended 30 September 2021 was 5.28 HK cents, with a diluted weighted average number of shares of 299,294,269[122]. Corporate Governance - The Company has complied with the Code on Corporate Governance Practices throughout the reporting period, with some deviations noted[80]. - The Audit Committee reviewed the unaudited consolidated results and discussed matters related to auditing, internal controls, and financial reporting[89]. - The Company confirmed that all Directors have complied with the required standards for securities transactions throughout the reporting period[88]. Operational Insights - The Group's operations are solely based in Hong Kong, with all revenue derived from this region, indicating a focused geographical strategy[106]. - The Group does not have any major customers as determined by its operations, reflecting a diversified investment approach[109]. - The management considers the activities of interest income and dividend income from investment holding as a single business segment due to common risks and returns[105]. Future Outlook - The Company has maintained a healthy liquidity position, supported by highly liquid listed securities[44]. - The Company does not have any concrete plan for material investments or capital assets as of 30 September 2021[26]. - The management believes that Power Financial will spur revenue growth and create more value in the long run[149][152].

Financial Performance - The Group recorded gross proceeds from the disposal of securities of approximately HK$30.4 million, representing a decrease of approximately 78.9% compared to HK$144.3 million in the previous year[6]. - Revenue increased to approximately HK$4.5 million, reflecting a growth of approximately 54.3% from HK$2.9 million in the prior year[6]. - The profit attributable to the owners of the Company for the year amounted to approximately HK$3.6 million, a significant turnaround from a loss of approximately HK$126.4 million in 2020[6]. - The audited consolidated net assets of the Group as of March 31, 2021, were approximately HK$195.5 million, up from approximately HK$182.6 million in 2020[6]. - The net asset per share increased to approximately HK$0.72, compared to approximately HK$0.08 in the previous year[6]. - The Group recorded a net gain on listed investments of approximately HK$20.0 million, a recovery from a net loss of approximately HK$80.1 million in the last year[7]. - Impairment losses reversed to approximately HK$1.3 million in the current year, compared to impairment losses of approximately HK$17.0 million in the previous year[7]. - Administrative expenses increased to approximately HK$8.9 million from approximately HK$7.8 million in the prior year[7]. Investment Portfolio - The Group's portfolio of listed shares amounted to approximately HK$121.2 million across 35 companies[13]. - The Group's total investment portfolio value as of March 31, 2021, is approximately HK$170.7 million[16]. - Direct investments in unlisted equities amount to HK$24.1 million across 3 direct investments[14]. - Debt investments consist of HK$25.4 million in bonds issued by 2 listed companies[15]. - The profit on listed investments was approximately HK$20.0 million, consisting of a net realised loss of approximately HK$6.0 million and a net unrealised gain of approximately HK$26.0 million[42]. - The net realised loss on disposal of listed securities was approximately HK$6.0 million, resulting from a realised gain of approximately HK$6.2 million and realised losses of approximately HK$12.2 million[42]. - The net unrealised gain of listed securities was approximately HK$26.0 million, consisting of an unrealised gain of HK$39.0 million and an unrealised loss of HK$13.0 million[50]. - The Group recorded a valuation loss on unlisted securities of approximately HK$13.2 million during the year, primarily due to the investment in Wingate Holdings Limited[54]. - The Group's unlisted debt investments experienced a valuation loss of approximately HK$0.7 million, with no signs of default on the bonds held[55]. Business Strategy and Operations - WLS is reviewing its existing asset structure and business strategies to consolidate resources amid economic uncertainty[29]. - WLS plans to enhance competitiveness by revitalizing its scaffolding business and focusing on higher profit margin segments like money lending operations[29]. - The management believes that the construction and infrastructure sectors align with the Hong Kong Government's development plans, promising long-term positive returns[31]. - Power Financial aims to expand its money lending business into retail lending and project financing by establishing a new wholly-owned subsidiary[36]. - A new loan management system will be upgraded to enhance monitoring and management of loan portfolios, improving overall efficiency in loan operations[36]. - The company is committed to pursuing viable investment opportunities to develop existing business segments and expand its customer base[36]. - Management believes that Power Financial will spur revenue growth and create more value in the long term[36]. Corporate Governance and Compliance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2021, with some deviations noted[156]. - The Company has arranged appropriate insurance cover for directors' and officers' liabilities[149]. - The Company emphasizes the importance of anti-corruption practices and has policies in place to uphold honesty and integrity among employees[179]. - The Group has initiated paper recycling in offices to promote environmental protection and efficient resource utilization[178]. - The Company encourages employee participation in community volunteer work to support sustainable development[189]. - The Company has complied with the public float requirement of the Listing Rules for the year ended 31 March 2021[175]. Staff and Employment - The Group's total staff costs for the year ended March 31, 2021, amounted to approximately HK$2.9 million, up from approximately HK$1.0 million in 2020[84]. - The group employed eleven staff members as of March 31, 2021, an increase from nine in the previous year[88]. Dividend Policy - The Company has resolved not to recommend a payment of final dividend for the year[66]. - The Directors do not recommend the payment of a dividend for the year ended March 31, 2021, compared to HK$Nil for 2020[110]. - The company does not have a pre-determined dividend distribution ratio, and past dividend distribution records do not guarantee future dividends[138]. - The Board reserves the right to update, amend, modify, or cancel the Dividend Policy at any time[143]. Financial Position - As of March 31, 2021, the Group's bank balances and cash on hand were approximately HK$2.8 million, an increase from approximately HK$1.6 million in 2020[67]. - The gearing ratio was 2.2% as of March 31, 2021, down from 2.8% in 2020, indicating a very low leverage level[68]. - The Company completed a placing on September 25, 2020, raising approximately HK$6.8 million before expenses, with net proceeds of approximately HK$6.6 million[82]. - The company aims to utilize the net proceeds from the placement for general working capital and future investments[86]. Share Options - The existing share option scheme was approved on August 29, 2013, and has approximately 2 years and 5 months remaining as of March 31, 2021[117]. - The maximum number of shares issued under the Option Scheme cannot exceed 10% of the shares of the Company as of the date of shareholders' approval[120]. - The maximum number of shares that can be issued to each Participant under the Option Scheme in any 12-month period shall not exceed 1% of the shares of the Company[123]. - The company granted a total of 22,500,000 share options during the year, with an exercise price of HK$0.316[129]. - The fair value of the options granted was approximately HK$2,620,000, calculated using a binomial option pricing model[129]. - The exercise period for the granted options is three years from the grant date of August 7, 2020[129]. - The expected volatility of the options is 81.311%[129]. - The risk-free rate used in the option valuation was 0.092%[129]. Related Party Transactions - The Company had no material transactions with related parties during the year[166]. - There were no significant transactions or contracts involving directors with material interests during the year[147]. - The Group did not purchase, sell, or redeem any of the Company's listed securities for the year ended 31 March 2021[176].

中國投融資集團有限公司 China Investment and Finance Group Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號:1226) INTERIM REPORT 2020/21 中期報告 ■■■ ■■■ E ������ ■■■■ and ■■■I CONTENTS 目錄 Pages 頁次 01 Interim Report 2020/21 中期報告 CONTENTS 目錄 | --- | --- | |----------------------------------------------------|------------------------------| | | | | CORPORATE INFORMATION | 公司資料 | | STATEMENT FROM THE MANAGEMENT | 管理層報告書 | | CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS ...

中國投融資集團有限公司 China Investment and Finance Group Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號:1226) ANNUAL REPORT 2019/20 年 報 SUHFHI ITANI STATION ails Hi 01 Annual Report 2019/20 年 報 Pages 頁次 CORPORATE INFORMATION 2 公司資料 STATEMENT FROM THE MANAGEMENT 4 管理層報告書 BIOGRAPHICAL DETAILS OF DIRECTORS 17 董事簡介 DIRECTORS' REPORT 19 董事會報告 CORPORATE GOVERNANCE REPORT 31 企業管治報告 INDEPENDENT AUDITOR'S REPORT 47 獨立核數師報告 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHE ...

中國投融資集團有限公司 China Investment and Finance Group Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號:1226) INTERIM REPORT 2019/20 中期報告 CONTENTS 目錄 01 Interim Report 2019/20 中期報告 CONTENTS 目錄 Pages | --- | --- | --- | |------------------------------------------------------------------------------------|------------------------------|-------| | | | | | | | 頁次 | | | 公司資料 | | | CORPORATE INFORMATION STATEMENT FROM THE MANAGEMENT | 管理層報告書 | 2 | | | | | | CONDENSED C ...

Financial Performance - For the year ended March 31, 2019, the Group recorded gross proceeds from the disposal of securities of approximately HK$56.1 million, a decrease of approximately 81.0% compared to HK$295.1 million in the previous year[9] - The Group's revenue for the year was approximately HK$95,000, representing a decrease of approximately 89.5% from HK$0.9 million in the prior year[9] - The loss attributable to the owners of the Company for the year amounted to approximately HK$86.2 million, significantly reduced from approximately HK$1,041.7 million in 2018[9] - The audited consolidated net assets of the Group as of March 31, 2019, were approximately HK$309.0 million, down from approximately HK$409.1 million in 2018[9] - The net asset per share decreased to approximately HK$0.14 from HK$0.18 in the previous year[9] - The Group's net loss decreased from approximately HK$1,041.7 million in the previous year to approximately HK$86.2 million, primarily due to a reduction in losses on listed securities from approximately HK$1.1 billion to approximately HK$57.4 million[10] - The total comprehensive expense attributable to owners of the Company for the year was approximately HK$86.2 million, impacting the net asset value per share[9] Investment Portfolio - The Group's investment portfolio as of March 31, 2019, was valued at approximately HK$233.2 million, comprising both unlisted and listed securities[19] - The portfolio included HK$171.2 million in listed shares across 33 companies and HK$62.0 million in direct investments in unlisted equity securities[16][17] - The Group's investment strategy focused on diversification to minimize commercial risk associated with over-concentration in any single industry[19] - The Group plans to continue seeking investment opportunities primarily based on the Chinese economy, focusing on acceptable risk levels[55] - The Company will consider investing in unlisted and listed securities with high potential to further diversify market risk[60] Company Operations and Strategy - The principal activity of the Company is investment holding, with subsidiaries primarily engaged in securities trading and investment holding[85] - For the year ended March 31, 2019, the Group's turnover and results were mainly derived from interest income and dividend income from investment holding[86] - The Group's operations are classified as a single business segment due to the common risks and returns associated with investment holding activities[91] - The Group did not have any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year ended 31 March 2019[64] Financial Position and Ratios - As of March 31, 2019, the Group's bank balances and cash on hand were approximately HK$12.7 million, down from HK$35.4 million in 2018[63] - The Group held listed securities valued at approximately HK$171.2 million as of March 31, 2019, which is around 44.1 times the margin payable value of HK$3.9 million[63] - The gearing ratio was reported at 1.3% for 2019, a decrease from 1.8% in 2018[63] - If the price of trading financial assets were to change by 5%, the Group's loss for the year would vary by approximately HK$7.1 million in 2019 compared to HK$7.5 million in 2018[53] - The Group's equity would change by approximately HK$3.1 million if the price of non-trading financial assets changed by 5% as of March 31, 2019, compared to HK$5.1 million in 2018[53] Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2019, with deviations from Provisions A.2.1 and A.4.1[126] - The roles of the Chairman and the Chief Executive Officer are currently not separated, and the Board is in the process of finding a suitable candidate for the CEO position[127] - The Company has not entered into any management contracts concerning the administration of its business during the year[132] - The emoluments of the directors are reviewed by the Remuneration Committee and fixed by the Board with shareholder authorization[132] - The independent non-executive directors have confirmed their independence annually as per the Listing Rules[163] Employee and Community Engagement - For the year ended 31 March 2019, the Group retained ten employees, with total staff costs amounting to approximately HK$2.8 million, an increase from HK$1.4 million in 2018[64] - The Group has initiated a paper recycling program in offices to promote environmental protection and efficient resource utilization[135] - The Company emphasizes adherence to anti-corruption practices, regarding honesty, integrity, and fair play as core values[135] - The Group has adopted a five-day workweek to encourage a healthy work-life balance for employees[137] - The Company supports long-term community investment by encouraging employee participation in volunteer work[138] Share Options and Dividends - The existing share option scheme was approved on August 29, 2013, and will remain in force for ten years, with approximately 4 years and 5 months remaining as of March 31, 2019[95] - The total number of shares that may be issued upon exercise of all options under the scheme must not exceed 10% of the shares of the Company as of the date of shareholder approval[96] - The maximum number of shares issued to a substantial shareholder or independent non-executive director in a 12-month period shall not exceed 0.1% of the shares in issue on the date of grant, with an aggregate value not exceeding HK$5 million[96] - The Directors do not recommend the payment of a dividend for the year ended March 31, 2019, consistent with the previous year where no dividend was declared[88] Audit and Compliance - The consolidated financial statements for the year have been audited by Elite Partners CPA Limited, which is eligible for reappointment[149] - The Audit Committee conducted two meetings in the same period, with full attendance from all members[196] - The audit committee is responsible for appointing external auditors and reviewing their performance, risk management, and internal controls[197]