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8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: 皓天財經集團控股有限公司 呈交日期: 2025年9月1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) | 01260 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | ...

[Financial Summary](index=3&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Performance Summary](index=3&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) The Group achieved a turnaround to profitability in FY2025, driven by investment gains and cost control despite a decline in revenue Five-Year Performance Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | 371,121 | 303,597 | 276,007 | 239,055 | **190,836** | | **Profit (Loss) Before Tax** | 135,248 | (125,319) | 32,037 | (60,700) | **48,086** | | **Profit (Loss) for the Year** | 118,319 | (128,923) | 27,222 | (66,500) | **41,221** | [Assets and Liabilities Summary](index=4&type=section&id=%E8%B3%87%E7%94%A2%E5%8F%8A%E8%B2%A0%E5%82%B5%E6%91%98%E8%A6%81) The Group's financial position remained solid with total assets slightly increasing to HK$1.628 billion and total liabilities continuing to decline Five-Year Assets and Liabilities Summary | Indicator (HK$'000) | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | 2,004,674 | 1,548,781 | 1,612,127 | 1,577,881 | **1,627,527** | | **Total Liabilities** | (361,035) | (157,632) | (137,100) | (120,636) | **(112,742)** | | **Equity Attributable to Owners of the Company** | 1,643,639 | 1,391,149 | 1,475,027 | 1,457,245 | **1,514,785** | [Corporate Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Chairman's Statement](index=7&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) [Results and Dividends](index=7&type=section&id=%E6%A5%AD%E7%B8%BE%E8%88%87%E8%82%A1%E6%81%AF) The Group achieved a significant turnaround to a profit of HK$41.2 million but the Board does not recommend a final dividend - For the year ended 31 March 2025, the Group recorded a **profit of approximately HK$41.2 million**, compared to a loss of approximately HK$66.5 million in the previous year[13](index=13&type=chunk) - The Board **does not recommend the payment of a final dividend** for the year ended 31 March 2025[14](index=14&type=chunk) [Business Review](index=7&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) Total revenue decreased by 20.2% to HK$191 million, with the core financial communications segment seeing a profit increase despite lower revenue - Despite the resilience of the Hong Kong IPO market, the Group's revenue **decreased by approximately 20.2%** from approximately HK$239 million in the previous year to approximately HK$191 million this year[15](index=15&type=chunk)[17](index=17&type=chunk) - The Hong Kong IPO market is undergoing a structural change, with new economy enterprises (biotech, AI, new energy) accounting for **over 75% of funds raised**, and the HKEX continuing to optimize its listing regime (e.g., Chapter 18C)[18](index=18&type=chunk) [Financial Communications Services Segment](index=9&type=section&id=%E8%B2%A1%E7%B6%93%E5%82%B3%E8%A8%8A%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) The core financial communications segment's revenue fell 18.9% to HK$190.8 million, but its profit grew 18.6% to HK$92.5 million Financial Communications Services Segment Performance | Indicator | 2025 | 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | **Turnover** | Approx. HK$190.8 million | Approx. HK$235.4 million | -18.9% | | **Profit** | Approx. HK$92.5 million | Approx. HK$78.0 million | +18.6% | [International Roadshow Services Segment](index=9&type=section&id=%E5%9C%8B%E9%9A%9B%E8%B7%AF%E6%BC%94%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) This segment recorded no revenue as the Group focused on the Hong Kong market, resulting in a minor loss of approximately HK$12,000 International Roadshow Services Segment Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | HK$0 | Approx. HK$3.7 million | | **Segment (Loss)/Profit** | Approx. (HK$12,000) | Approx. HK$1.9 million | [Debt Securities Investment](index=9&type=section&id=%E5%82%B5%E5%88%B8%E8%AD%89%E5%88%B8%E6%8A%95%E8%B3%87) The Group's debt securities investment generated interest income and a gain on disposal, but an impairment loss of HK$38.5 million was recognized - A **gain on derecognition/disposal of debt securities of approximately HK$0.5 million** was recorded, compared to a loss of approximately HK$53.0 million in the prior year[23](index=23&type=chunk) - Due to the deteriorating credit situation of certain listed bond issuers, the Group recognized an **impairment loss of approximately HK$38.5 million** in profit or loss[23](index=23&type=chunk) [Financial Review](index=10&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group maintained a strong financial position with total cash and time deposits increasing to HK$824.5 million and a net gearing ratio of 0% - The Group had **no bank loans** as at 31 March 2025, with a **net gearing ratio of 0%**[24](index=24&type=chunk) - As at 31 March 2025, the Group had **no pledged assets**, whereas properties of approximately HK$551 million were pledged in the prior year[26](index=26&type=chunk) Liquidity Position | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | **Bank Balances and Cash** | Approx. HK$31.4 million | Approx. HK$213.7 million | | **Time Deposits** | Approx. HK$793.1 million | Approx. HK$506.3 million | | **Total** | Approx. HK$824.5 million | Approx. HK$720.0 million | [Prospects](index=11&type=section&id=%E5%89%8D%E6%99%AF%E5%B1%95%E6%9C%9B) The Group holds a cautiously optimistic outlook on the Hong Kong IPO market, balancing opportunities from potential rate cuts with global economic uncertainties - **Opportunities**: Potential interest rate cuts by major central banks could boost market risk appetite; Mainland China's economic stabilization and capital market opening will inject funds into Hong Kong; HKEX's inclusivity for specialist technology and biotech firms will continue to attract global innovative companies[29](index=29&type=chunk) - **Challenges**: Global economic uncertainty and geopolitical volatility remain potential disruptions; competition among international financial centers remains fierce; issuers need to adapt to stricter disclosure requirements and investor focus on profitability[29](index=29&type=chunk) [Employees and Remuneration Policy](index=12&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2025, the Group had 174 full-time employees with total staff costs amounting to approximately HK$46.7 million Employee Data | Indicator | 31 March 2025 | 31 March 2024 | | :--- | :--- | :--- | | **Number of Full-time Employees** | 174 | - | | **Total Staff Costs** | Approx. HK$46.7 million | Approx. HK$45.5 million | [Biographical Details of Directors of the Company](index=14&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E4%B9%8B%E5%B1%A5%E6%AD%B7) [Report of the Directors](index=17&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%A0%B1%E5%91%8A) [Principal Activities and Results](index=17&type=section&id=%E4%B8%BB%E8%A6%81%E6%A5%AD%E5%8B%99%E8%88%87%E6%A5%AD%E7%B8%BE) The Company's principal activities are investment holding and securities investment, with no significant changes during the year - The Company's principal activity is investment holding and securities investment, with its main subsidiaries engaged in services such as financial communications[50](index=50&type=chunk) - The Board **does not recommend the payment of a final dividend** for the year ended 31 March 2025[52](index=52&type=chunk) [Use of Proceeds](index=20&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) As of March 31, 2025, approximately HK$165 million from the IPO and HK$348 million from the placing remain unutilized Use of Proceeds from Initial Public Offering | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$124.9 million | Strategic mergers and acquisitions | HK$19.8 million | HK$105.1 million | 31 December 2025 | | Approx. HK$124.9 million | Financing or establishing joint ventures | HK$65.5 million | HK$59.4 million | 31 December 2025 | Use of Proceeds from Placing and Subscription | Allocation of Net Proceeds | Intended Use | Total Amount Used | Balance | Expected Utilisation Date | | :--- | :--- | :--- | :--- | :--- | | Approx. HK$423.0 million | Creation of "Wonderful Sky Cloud" platform | HK$74.6 million | HK$348.4 million | 31 December 2025 | [Major Customers and Suppliers](index=21&type=section&id=%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B6%E5%8F%8A%E4%BE%9B%E6%87%89%E5%95%86) The Group's customer and supplier bases are relatively diversified, with the top five customers and suppliers accounting for small percentages of revenue and purchases - The five largest customers accounted for approximately **9.6% of total revenue**, with the single largest customer accounting for approximately **2.4%**[74](index=74&type=chunk) - The five largest suppliers accounted for approximately **10.2% of total purchases**, with the single largest supplier accounting for approximately **3.2%**[76](index=76&type=chunk) [Directors' and Shareholders' Interests](index=22&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E8%82%A1%E6%9D%B1%E6%AC%8A%E7%9B%8A) The report discloses the shareholdings of directors and major shareholders, with Chairman Mr. Liu Tianni holding a combined interest of approximately 70.83% - Chairman Mr. Liu Tianni, through a discretionary trust, joint interests, and family interests, holds a total of 815,616,000 shares, representing **70.83% of the issued share capital**[83](index=83&type=chunk) - Substantial shareholder Sapphire Star Investments Limited beneficially owns 750,000,000 shares, representing **65.13% of the issued share capital**[87](index=87&type=chunk) [Share Option Scheme](index=26&type=section&id=%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) All share options granted to employees on January 26, 2018, have lapsed or been forfeited during the year Share Option Movements | Date of Grant | Exercise Price (HK$) | Outstanding at Beginning of Year | Lapsed/Forfeited During the Year | Outstanding at End of Year | | :--- | :--- | :--- | :--- | :--- | | 26.1.2018 | 1.500 | 4,000,000 | (4,000,000) | 0 | [Corporate Governance Report](index=28&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices](index=28&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The Company is committed to high standards of corporate governance, with the roles of Chairman and CEO being held by the same individual - The Company deviated from code provision A.2.1 of the Corporate Governance Code, as the roles of Chairman and Chief Executive Officer are not separate and are both performed by Mr. Liu Tianni, which the Board believes provides strong and consistent leadership[102](index=102&type=chunk) [Board of Directors and Committees](index=28&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E8%88%87%E5%A7%94%E5%93%A1%E6%9C%83) The Board comprises five directors, and its Remuneration, Nomination, and Audit Committees are all chaired by an Independent Non-executive Director - The Board consists of **2 executive Directors and 3 independent non-executive Directors** and held 4 meetings during the year[104](index=104&type=chunk) - The Remuneration Committee and Nomination Committee are both chaired by Ms. Li Lingxiu, an independent non-executive Director[110](index=110&type=chunk)[111](index=111&type=chunk) [Accountability and Audit](index=31&type=section&id=%E5%95%8F%E8%B2%AC%E5%8F%8A%E5%AF%A9%E6%A0%B8) The Group has established a three-tier internal control mechanism for risk management, with audit services fees amounting to HK$850,000 for the year - The Group has established a **three-tier internal control mechanism** involving the Board, the compliance department, and management of various business units for effective risk management[116](index=116&type=chunk)[121](index=121&type=chunk) Auditor's Remuneration | Services Rendered | Fees Paid/Payable (HK$'000) | | :--- | :--- | | Audit services | 850 | | Tax and other services | – | | **Total** | **850** | [Shareholders' Rights](index=33&type=section&id=%E8%82%A1%E6%9D%B1%E6%AC%8A%E5%88%A9) The report outlines shareholder rights, including the right for shareholders holding at least one-tenth of the paid-up capital to convene a special general meeting - Shareholders holding **not less than 10% of the paid-up share capital** have the right to request the Board to convene a special general meeting[125](index=125&type=chunk) [Environmental, Social and Governance Report](index=35&type=section&id=%E7%92%B0%E5%A2%83%E3%80%81%E7%A4%BE%E6%9C%83%E5%8F%8A%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Environment](index=35&type=section&id=%E7%92%B0%E5%A2%83) The Group mitigates its environmental impact through a "Green Office Program" and reports its annual resource consumption and emissions - The Group implements a **"Green Office Program"** with measures including maintaining office temperature at 25°C, encouraging double-sided printing, and promoting a paperless office[132](index=132&type=chunk) Annual Resource Consumption and Emissions | Indicator | Quantity | | :--- | :--- | | **Electricity Consumption** | Approx. 303,779 kWh | | **CO2 Equivalent Emissions** | Approx. 246,235 kg | | **Printing Paper Usage** | Approx. 726,000 sheets | | **Gasoline Usage** | Approx. 27,079 litres | [Social](index=37&type=section&id=%E7%A4%BE%E6%9C%83) The Group provides competitive remuneration, ensures occupational health and safety, and adheres to strict anti-corruption and labor standards - The Group provides employees with competitive remuneration, medical insurance, and has established compliant human resources practices covering promotion, equal opportunities, and anti-discrimination[138](index=138&type=chunk) - The Group has established a supplier management system, conducting regular and annual assessments of suppliers, and emphasizes their legal compliance and occupational health and safety records[144](index=144&type=chunk) - The Group implements a strict anti-corruption policy and has complied with relevant laws such as the Prevention of Bribery Ordinance in Hong Kong, with **no corruption cases reported** during the fiscal year[148](index=148&type=chunk) [Independent Auditor's Report](index=40&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A) [Audit Opinion](index=40&type=section&id=%E5%AF%A9%E8%A8%88%E6%84%8F%E8%A6%8B) The independent auditor issued an unmodified opinion, stating that the financial statements give a true and fair view of the Group's financial position - The auditor concluded that the consolidated financial statements give a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards, and issued an **unmodified opinion**[151](index=151&type=chunk) [Key Audit Matters](index=41&type=section&id=%E9%97%9C%E9%8D%B5%E5%AF%A9%E8%A8%88%E4%BA%8B%E9%A0%85) The auditor identified the impairment assessment of trade receivables and debt instruments at FVOCI as key audit matters due to significant management judgment - **Impairment assessment of trade receivables**: Considered a key audit matter due to significant management judgment on expected credit losses; as of 31 March 2025, trade receivables were **HK$34.47 million** (net of HK$33.18 million provision)[156](index=156&type=chunk) - **Impairment assessment of debt instruments at FVOCI**: Considered a key audit matter due to significant estimation and judgment in recognizing loss allowances; as of 31 March 2025, the fair value of these instruments was **HK$85.07 million**, with an impairment loss of **HK$38.53 million** recognized during the year[158](index=158&type=chunk) [Consolidated Financial Statements](index=46&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=46&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) The Group's revenue was HK$191 million, and it achieved a profit for the year of HK$41.22 million, reversing the prior year's loss Key Consolidated Income Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 190,836 | 239,055 | | **Gross Profit** | 106,760 | 122,256 | | **Profit (Loss) Before Tax** | 48,086 | (60,700) | | **Profit (Loss) for the Year** | 41,221 | (66,500) | | **Total Comprehensive Income (Loss) for the Year** | 57,540 | (17,782) | | **Basic Earnings (Loss) Per Share** | 3.58 HK cents | (5.78) HK cents | [Consolidated Statement of Financial Position](index=48&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's total assets stood at HK$1.628 billion, with net assets increasing to HK$1.515 billion Key Consolidated Statement of Financial Position Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Non-current Assets** | 687,402 | 742,397 | | **Current Assets** | 940,125 | 835,484 | | **Total Assets** | **1,627,527** | **1,577,881** | | **Current Liabilities** | 112,742 | 120,636 | | **Net Assets** | **1,514,785** | **1,457,245** | | **Total Equity** | 1,514,785 | 1,457,245 | [Consolidated Statement of Changes in Equity](index=50&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total equity attributable to owners of the Company increased from HK$1.457 billion to HK$1.515 billion, driven by profit and other comprehensive income - **Total equity increased** from HK$1,457,245 thousand at the beginning of the year to HK$1,514,785 thousand at year-end, a growth of HK$57,540 thousand[184](index=184&type=chunk) - The increase in equity was primarily due to **profit for the year of HK$41,221 thousand** and **other comprehensive income of HK$16,319 thousand**[184](index=184&type=chunk) [Consolidated Statement of Cash Flows](index=53&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) The Group generated positive cash from operations, but a significant increase in time deposits led to a net decrease in cash and cash equivalents Key Consolidated Cash Flow Statement Data | Indicator (HK$'000) | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 54,254 | 47,046 | | **Net Cash (Used in) from Investing Activities** | (232,522) | 98,742 | | **Net Cash Used in Financing Activities** | – | (1) | | **Net (Decrease) Increase in Cash and Cash Equivalents** | (178,268) | 145,787 | | **Cash and Cash Equivalents at Beginning of Year** | 213,710 | 75,540 | | **Cash and Cash Equivalents at End of Year** | 31,396 | 213,710 | [Notes to the Consolidated Financial Statements](index=56&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) [Note 5: Revenue and Segment Information](index=88&type=section&id=%E9%99%84%E8%A8%BB5%EF%BC%9A%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's total revenue of HK$191 million was primarily derived from the financial communications services segment Revenue by Timing of Recognition | Revenue Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Recognised at a point in time** | 152,088 | 175,394 | | **Recognised over time** | 38,748 | 63,661 | | **Total** | **190,836** | **239,055** | Segment Results (2025) | Segment | Revenue (HK$'000) | Segment Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | | **Provision of financial communication services** | 190,836 | 92,525 | | **Organising and coordinating international roadshows** | – | (12) | | **Consolidated** | **190,836** | **92,513** | [Note 10: Directors', Chief Executive's and Employees' Emoluments](index=98&type=section&id=%E9%99%84%E8%A8%BB10%EF%BC%9A%E8%91%A3%E4%BA%8B%E3%80%81%E8%A1%8C%E6%94%BF%E7%B8%BD%E8%A3%81%E5%8F%8A%E5%83%B1%E5%93%A1%E8%96%AA%E9%85%AC) Total emoluments for directors and the chief executive amounted to approximately HK$4.6 million for the year Directors' and Chief Executive's Emoluments (2025) | Name | Position | Total Emoluments (HK$'000) | | :--- | :--- | :--- | | Mr. Liu Tianni | Executive Director | 3,822 | | Ms. Liu Xinyi | Executive Director | 421 | | Ms. Lin Yingrong | Independent Non-executive Director | 120 | | Ms. Li Lingxiu | Independent Non-executive Director | 120 | | Mr. Zhang Guangda | Independent Non-executive Director | 77 | | Mr. Leung Chi Wing | Independent Non-executive Director (Resigned) | 35 | | **Total** | | **4,595** | [Note 19: Trade and Other Receivables](index=108&type=section&id=%E9%99%84%E8%A8%BB19%EF%BC%9A%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E8%B3%AC%E6%AC%BE) As of March 31, 2025, the net amount of trade receivables was HK$34.47 million after a credit loss provision of HK$33.18 million Ageing Analysis of Trade Receivables (Net of Allowance) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Within 30 days | 7,514 | 5,184 | | 31 to 90 days | 8,053 | 13,066 | | 91 days to 1 year | 18,907 | 17,320 | | Over 1 year | – | 509 | | **Total** | **34,474** | **36,079** | [Note 21: Debt Instruments at Fair Value Through Other Comprehensive Income](index=111&type=section&id=%E9%99%84%E8%A8%BB21%EF%BC%9A%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E7%9A%84%E5%82%B5%E5%8B%99%E5%B7%A5%E5%85%B7) The fair value of the Group's debt instruments at FVOCI was HK$85.07 million, comprising corporate and government bonds Debt Instrument Portfolio | Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Listed debt securities (HKEX) | 24,224 | 41,189 | | Listed debt securities (SGX) | 41,401 | 46,319 | | Government bonds (US) | 19,444 | – | | **Total** | **85,069** | **87,508** | [Note 32: Financial Instruments and Risk Management](index=120&type=section&id=%E9%99%84%E8%A8%BB32%EF%BC%9A%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7%E8%88%87%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group's primary financial risks include equity price, interest rate, foreign exchange, and credit risk, with significant credit loss provisions made for certain debt instruments - The Group's main financial risks include **equity price risk, interest rate risk, foreign exchange risk** (primarily RMB and USD), and **credit risk**[350](index=350&type=chunk)[351](index=351&type=chunk)[352](index=352&type=chunk)[356](index=356&type=chunk) - For the year ended 31 March 2025, the net expected credit loss on debt instruments at FVOCI amounted to **HK$38,529,000**, primarily due to the deteriorating credit quality of listed bond issuers[363](index=363&type=chunk) Credit Risk Assessment Summary of Financial Assets (2025) | Asset Class | Internal Credit Rating | ECL Basis | Gross Carrying Amount (HK$'000) | | :--- | :--- | :--- | :--- | | **Trade receivables** | Low risk/Watch list/Loss | Lifetime | 67,650 | | **Debt instruments at FVOCI** | AA+ (Low risk) | 12-month | 19,379 | | | CCC to C (Doubtful) | Lifetime | 14,372 | | | C (Loss) | Lifetime | 362,858 | | **Bank balances and time deposits** | BBB+ to A+ | 12-month | 824,503 |

WONDERFUL SKY FINANCIAL GROUP HOLDINGS LIMITED 皓天財經集團控股有限公司 為皓天財經集團控股有限公司（「本公司」）股本中每股面值港幣0.01元普通股 （附註2） 股 之登記持有人，茲委任本公司股東週年大會主席或 （附註3） 地址為 為本人╱吾等之代表，代表本人╱吾等出席本公司謹訂於二零二五年九月三十日（星期二）上午十時正假座香港皇后 大道中99號中環中心9樓舉行之股東週年大會（「大會」）及其任何續會，以考慮並酌情通過召開大會通告所載之普通 決議案，並按下列指示於會上投票。倘未有作出指示，及涉及於大會及╱或其任何續會上正式提出之任何其他事項， 則本人╱吾等之代表可酌情自行投票決定： | | （附註4） （附註4） 普通決議案 贊成 反對 | | --- | --- | | 1. | 省覽及批准本公司及其附屬公司截至二零二五年三月三十一日止年 | | | 度之經審核綜合財務報表、董事會報告與核數師報告。 | | 2. | (a) 重選劉欣怡小姐為本公司執行董事。 | | | (b) 重選李靈修女士及林映融女士為本公司獨立非執行董事。 | | | (c) 授權本公司董事 ...

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通告之內 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 不對因本通告全部或任何部分內容而產生或因依賴該等內容而引致之 任 何 損 失 承 擔 任 何 責 任。 WONDERFUL SKY FINANCIAL GROUP HOLDINGS LIMITED 皓天財經集團控股有限公司 （於開曼群島註冊成立之有限責任公司） 股東週年大會通告 茲通告 皓 天 財 經 集 團 控 股 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 九 月 三十日上午十時正假座香港中環皇后大道中99號中環中心9樓舉行股東 週 年 大 會（「大 會」），藉 以 處 理 以 下 普 通 事 項： 普通決議案 – 1 – 1. 省覽及批准本公司及其附屬公司截至二零二五年三月三十一日止 年 度 之 經 審 核 綜 合 財 務 報 表、董 事（「董 事」）會 報 告 與 核 數 師 報 告。 2. (a) 重 選 劉 欣 怡 小 姐 為 本 公 司 執 行 董 事。 (b) 重 選 李 靈 修 女 士 及 林 映 融 女 ...

閣下如對本通函或擬採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商或其他註冊證 券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下之皓天財經集團控股有限公司（「本公司」）股份全部售出或轉讓，應立即將本 通函連同隨函之代表委任表格送交買主或承讓人，或經手買賣或轉讓之銀行、持牌證券交易 商或其他代理商，以便轉交買主或承讓人。 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通函之內容概不負責，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通函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。 此乃要件 請即處理 WONDERFUL SKY FINANCIAL GROUP HOLDINGS LIMITED 皓天財經集團控股有限公司 （於開曼群島註冊成立之有限責任公司） （股份代號：1260） (1)建議授予發行新股份及購回股份之一般授權； (2)重選退任董事； 及 (3)股東週年大會通告 本公司謹訂於二零二五年九月三十日（星期二）上午十時正假座香港皇后大道中99號中環中心 9樓舉行股東週年大會，召開大會通告載於本通函第11至15頁。無論 閣下能否出席股東週年 大 ...

Annual Results Announcement [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The Group announced its consolidated financial statements for the year ended March 31, 2025, including the statement of profit or loss and other comprehensive income and the statement of financial position, showing a turnaround from loss to profit and a stable asset structure [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) For the year ended March 31, 2025, the company turned a loss into a net profit of HKD 41,221 thousand, compared to a loss of HKD 66,500 thousand last year, with revenue decreasing by 20.2% to HKD 190,836 thousand but improved gross margin | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 190,836 | 239,055 | -20.2% | | Gross Profit | 106,760 | 122,256 | -12.6% | | Other Income | 51,777 | 34,838 | +48.6% | | Net Other Gains and Losses | (4,672) | (83,139) | +94.4% | | Profit (Loss) Before Tax | 48,086 | (60,700) | Turned to Profit | | Profit (Loss) for the Year | 41,221 | (66,500) | Turned to Profit | | Total Comprehensive Income (Loss) for the Year | 57,540 | (17,782) | Turned to Profit | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of March 31, 2025, the Group's net assets increased to HKD 1,514,785 thousand, with a significant rise in net current assets primarily due to a substantial increase in time deposits, indicating a robust financial position | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 687,402 | 742,397 | -7.4% | | Current Assets | 940,125 | 835,484 | +12.5% | | Current Liabilities | 112,742 | 120,636 | -6.5% | | Net Current Assets | 827,383 | 714,848 | +15.7% | | Net Assets | 1,514,785 | 1,457,245 | +3.9% | | Bank Balances and Cash | 31,396 | 213,710 | -85.3% | | Time Deposits | 793,107 | 506,339 | +56.6% | [Notes to the Financial Statements](index=6&type=section&id=%E9%99%84%E8%A8%BB) This section details the Group's accounting policies, adoption of new accounting standards, revenue and segment information, other income and expenses, taxation, dividends, earnings per share, and trade receivables and payables [General Information](index=6&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The company, incorporated in the Cayman Islands and listed on the HKEX Main Board, primarily engages in investment holding and securities investment, with the Group offering financial communications and international roadshow services - The company's principal activities are investment holding and securities investment, with the Group providing financial communications services and international roadshows[8](index=8&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=2.%20%E6%8E%A1%E7%94%A8%E6%96%B0%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%88%99%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87%E5%8F%8A%E5%85%B6%E4%BF%AE%E8%A8%82%E6%9C%AC) The Group adopted several revised HKFRS accounting standards this year with no material impact on current or prior financial performance, while new standards, particularly HKFRS 18, are expected to affect future profit or loss presentation and disclosures - Multiple revised Hong Kong Financial Reporting Standards were adopted for the first time this year, with no material impact on financial position or performance[10](index=10&type=chunk) - Hong Kong Financial Reporting Standard 18 (effective 2027) will replace Hong Kong Accounting Standard 1, expected to impact the presentation of the statement of profit or loss and future financial statement disclosures[11](index=11&type=chunk)[13](index=13&type=chunk) [Revenue and Segment Information](index=8&type=section&id=3.%20%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's operating activities are divided into financial communications and international roadshow services, with financial communications revenue at HKD 190,836 thousand for the year ended March 31, 2025, and no revenue from international roadshow services - The Group's operating activities include financial communications services and organizing and coordinating international roadshows[14](index=14&type=chunk) | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | Change (%) | 2025 Segment Profit (Loss) (HKD thousands) | 2024 Segment Profit (Loss) (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Communications Services | 190,836 | 235,379 | -18.9% | 92,525 | 78,002 | | International Roadshow Services | – | 3,676 | -100% | (12) | 1,856 | | **Consolidated Revenue** | **190,836** | **239,055** | **-20.2%** | | | [Other Income and Net Other Gains and Losses](index=11&type=section&id=4.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E4%BB%A5%E5%8F%8A%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E8%99%A7%E6%90%8D%E6%B7%A8%E9%A1%8D) The Group's other income significantly increased due to bank deposit interest and advertising refunds, while net other gains and losses improved from a substantial loss to a minor loss, primarily driven by increased gains from derecognition/disposal of debt instruments at fair value through other comprehensive income | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Other Income** | **51,777** | **34,838** | **+48.6%** | | Interest income from bank deposits | 25,328 | 25,797 | -1.8% | | Refund of advertising and marketing expenses | 18,494 | – | N/A | | **Net Other Gains and Losses** | **(4,672)** | **(83,139)** | **+94.4%** | | Gains (losses) on derecognition/disposal of debt instruments at fair value through other comprehensive income | 536 | (53,043) | Turned to Profit | [Finance Costs](index=11&type=section&id=5.%20%E8%B2%A1%E5%8B%99%E8%B2%BB%E7%94%A8) The Group's finance costs for the current year were negligible at only HKD 1 thousand, a significant decrease from the prior year | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank overdrafts | – | 1 | -100% | [Profit (Loss) Before Tax](index=12&type=section&id=6.%20%E9%99%A4%E7%A8%85%E5%89%8D%20%E5%88%A9%20%E6%BD%A4%EF%BC%88%E8%99%A7%20%E6%90%8D%EF%BC%89) The Group's profit before tax turned from a loss of HKD 60,700 thousand last year to a profit of HKD 48,086 thousand this year, with a slight increase in total staff costs, including directors' and CEO's emoluments, other staff costs, and retirement benefit scheme contributions | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Profit (Loss) Before Tax | 48,086 | (60,700) | Turned to Profit | | Directors' and Chief Executive's emoluments | 4,595 | 4,762 | -3.5% | | Other staff costs | 39,478 | 39,003 | +1.2% | | Contributions to other staff retirement benefit schemes | 2,652 | 1,776 | +49.3% | | Total staff costs | 46,725 | 45,541 | +2.6% | [Taxation](index=13&type=section&id=7.%20%E7%A8%85%20%E9%A0%85) The Group's total taxation for the year increased to HKD 6,865 thousand, with Hong Kong profits tax applying a two-tiered rate (8.25% for the first HKD 2 million, 16.5% thereafter) and Chinese subsidiaries provisioned at a 25% corporate income tax rate | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 6,338 | 5,048 | +25.5% | | Deferred tax | 527 | 752 | -29.9% | | **Total taxation** | **6,865** | **5,800** | **+18.0%** | - Hong Kong profits tax applies a two-tiered rate, taxing the first **HKD 2 million** of assessable profits at **8.25%** and the remainder at **16.5%**[23](index=23&type=chunk) [Dividends](index=14&type=section&id=8.%20%E8%82%A1%20%E6%81%AF) The Board does not recommend a dividend for the year ended March 31, 2025, and no dividends are proposed after the reporting period - The Board does not recommend a dividend for the current year (2024: nil)[25](index=25&type=chunk) [Earnings (Loss) Per Share](index=14&type=section&id=9.%20%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9%EF%BC%88%E8%99%A7%20%E6%90%8D%EF%BC%89) The Group's basic and diluted earnings per share improved from a loss of 5.78 HK cents last year to a profit of 3.58 HK cents this year, reflecting a significant improvement in company performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic and diluted earnings (loss) per share | 3.58 HK cents | (5.78) HK cents | | Weighted average number of ordinary shares | 1,151,454,000 | 1,151,454,000 | [Trade Receivables](index=15&type=section&id=10.%20%E8%B2%A9%E6%98%93%E6%87%89%E6%94%B6%E8%B3%87%E6%AC%BE) The Group's trade receivables (net of allowance) slightly decreased, with a typical credit period of 30 days, and the aging analysis shows the highest proportion of receivables falling within 91 days to 1 year | Aging | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 7,514 | 5,184 | | 31 to 90 days | 8,053 | 13,066 | | 91 days to 1 year | 18,907 | 17,320 | | Over 1 year | – | 509 | | **Total** | **34,474** | **36,079** | - The Group generally grants a credit period of **30 days** to its customers[28](index=28&type=chunk) [Trade Payables](index=15&type=section&id=11.%20%E8%B2%A9%E6%98%93%E6%87%89%E4%BB%98%E8%B3%87%E6%AC%BE) The Group's total trade payables increased, with the largest proportion being overdue by more than one year, and credit terms generally ranging from 1 to 360 days | Aging | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 5,752 | 3,429 | | 31 to 60 days | 958 | 911 | | 61 to 90 days | 398 | 102 | | 91 days to 1 year | 5,473 | 2,363 | | Over 1 year | 61,401 | 56,252 | | **Total** | **73,982** | **63,057** | - Trade payables are interest-free, with credit terms generally ranging from **1 to 360 days**[29](index=29&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) Management discusses the fiscal year's business performance, financial position, market outlook, and future strategies, noting a return to profitability despite decreased revenue, and a resilient Hong Kong IPO market driven by new economy and policy benefits amidst global uncertainties and competition [Business Overview and Market Analysis](index=16&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%20-%20%E6%A6%82%E8%A6%BD) The Group achieved a profit of HKD 41.2 million this fiscal year, reversing last year's loss, despite a 20.2% year-on-year decrease in total revenue, with the Hong Kong IPO market showing resilience and significant structural changes driven by new economy, policy benefits, and secondary listings - The Hong Kong IPO market demonstrated resilience amidst multiple challenges, with a significant improvement in total fundraising compared to the previous fiscal year and a clear recovery trend in the fourth quarter[30](index=30&type=chunk) - Structural changes in the IPO market include new economy sectors contributing over **75%** of fundraising, HKEX optimizing listing regimes (e.g., Chapter 18C and GEM reform), continued activity in secondary/dual primary listings, and more cautious investors[32](index=32&type=chunk) | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Profit (Loss) for the Year | 41.2 | (66.5) | Turned to Profit | | Revenue | 190.8 | 239.1 | -20.2% | [Financial Communications Services Segment Performance](index=17&type=section&id=%E8%B2%A1%E7%B6%93%E5%82%B3%E8%A8%8A%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) The financial communications services segment saw revenue decline by 18.9% to HKD 190.8 million, primarily due to a weak local stock market recovery, yet segment profit grew by 18.6% to HKD 92.5 million | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 190.8 | 235.4 | -18.9% | | Profit | 92.5 | 78.0 | +18.6% | - The decrease in revenue was mainly due to the weak recovery of the local stock market, particularly in the first half of 2024[33](index=33&type=chunk) [International Roadshow Services Segment Performance](index=17&type=section&id=%E5%9C%8B%E9%9A%9B%E8%B7%AF%E6%BC%94%E6%9C%8D%E5%8B%99%E5%88%86%E9%83%A8) The international roadshow services segment recorded no revenue this year, compared to HKD 3.7 million last year, and shifted from a profit to a loss of HKD 12 thousand, reflecting the Group's focus on the Hong Kong market | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | – | 3.7 | -100% | | Segment Profit (Loss) | (0.012) | 1.9 | Turned to Loss | - The Group has focused on its Hong Kong market business throughout the current fiscal year[34](index=34&type=chunk) [Financial Instruments Investment Performance](index=17&type=section&id=%E5%85%B6%E4%BB%96%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7) The Group maintained stable bond interest income, with gains from derecognition/disposal of debt instruments at fair value through other comprehensive income turning from loss to profit; however, net fair value losses on these instruments reached HKD 17.2 million due to declining bond market values, alongside HKD 38.5 million in impairment losses | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Interest income from bond securities | 5.4 | 5.3 | +1.9% | | Gains (losses) on derecognition/disposal of debt instruments at fair value through other comprehensive income | 0.5 | (53.0) | Turned to Profit | | Net fair value changes of debt instruments at fair value through other comprehensive income | (17.2) | (32.4) | +46.9% | | Impairment loss on debt instruments at fair value through other comprehensive income | (38.5) | (30.5) | -26.2% | - The impairment loss was mainly due to a decline in the creditworthiness of certain listed bond issuers[35](index=35&type=chunk) [Financial Position and Liquidity](index=18&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group maintains a robust financial position with ample liquidity, primarily supported by internal cash flow, characterized by decreased bank balances but significantly increased time deposits, zero bank loans or overdrafts, a 0% net debt ratio, and no pledged assets or contingent liabilities - The Group's financial health is sound, with a stable cash position primarily supported by internally generated cash flows[36](index=36&type=chunk) | Indicator | 2025 (HKD millions) | 2024 (HKD millions) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 31.4 | 213.7 | -85.3% | | Time Deposits | 793.1 | 506.3 | +56.6% | | Net Debt Ratio | 0% | 0% | No change | - As of March 31, 2025, the Group had no pledged assets or contingent liabilities, compared to pledged properties in the prior year[38](index=38&type=chunk)[39](index=39&type=chunk) [Market Outlook and Strategy](index=19&type=section&id=%E5%89%8D%20%E6%99%AF) The Group holds a cautiously optimistic view on the Hong Kong IPO market, anticipating both opportunities from improved global liquidity, mainland economic policy synergy, strengthened listing advantages, and rising ESG focus, alongside challenges from global economic uncertainty, geopolitical volatility, international financial center competition, and stricter disclosure requirements, while continuing to support companies with professional services - The Hong Kong IPO market outlook remains cautiously optimistic, driven by potential global central bank interest rate cuts, mainland economic stabilization and capital market opening, HKEX listing regime advantages (specialist technology, biotechnology), and increased ESG focus[40](index=40&type=chunk) - Ongoing challenges include global economic uncertainty, geopolitical volatility, competition among international financial centers, and issuers needing to adapt to stricter disclosure requirements and focus on substantive profitability[40](index=40&type=chunk) - The Group will continue to leverage keen insights, professional services, and extensive networks to help enterprises seize listing opportunities and embrace a new chapter in the market[41](index=41&type=chunk) [Use of Proceeds from Initial Public Offering and Placing of Existing Shares and Subscription of New Shares](index=20&type=section&id=%E9%A6%96%E6%AC%A1%E5%85%AC%E9%96%8B%E7%99%BC%E5%94%AE%E5%8F%8A%E5%85%88%E8%88%8A%E5%BE%8C%E6%96%B0%E9%85%8D%E5%94%AE%E4%B9%8B%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The Group disclosed the use of proceeds from its IPO and placing of existing shares and subscription of new shares, with most funds for strategic M&A, China financial communications JVs, and the 'Haotian Cloud' platform remaining unutilized as of March 31, 2025 | Source of Proceeds | Intended Use | Total Intended Use (HKD millions) | Total Proceeds Used (HKD millions) | Balance (HKD millions) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering (IPO) | Strategic mergers and acquisitions of financial communications/investor relations/financial printing/international roadshow related companies | 124.9 | 19.8 | 105.1 | December 31, 2025 | | Initial Public Offering (IPO) | Financing potential acquisitions or establishing joint ventures with China financial communications companies | 124.9 | 65.5 | 59.4 | December 31, 2025 | | Placing of Existing Shares and Subscription of New Shares | Creating a mobile internet professional services platform "Haotian Cloud" | 423.0 | 74.6 | 348.4 | December 31, 2025 | - The expected timetable for unutilized proceeds is based on the company's best estimates of future market conditions and strategic developments, and may change and be adjusted depending on market conditions[42](index=42&type=chunk)[43](index=43&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2025, the Group had 174 full-time employees with total staff costs of HKD 46.7 million, guided by market terms and performance, including MPF, share option schemes, and medical insurance | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Number of full-time employees | 174 | N/A | N/A | | Total staff costs (including directors' emoluments) | HKD 46.7 million | HKD 45.5 million | +2.6% | - The remuneration package is determined with reference to market terms and individual employee performance, with salaries reviewed annually and bonuses based on performance assessment and other relevant factors[44](index=44&type=chunk) - Employee benefit schemes include a Mandatory Provident Fund Scheme, a share option scheme, and medical insurance[44](index=44&type=chunk) [Corporate Governance and Other Matters](index=21&type=section&id=%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%8B%E9%A0%85) This section covers post-reporting period events, securities transactions, audit committee review, external auditor's scope, corporate governance practices, and annual report publication arrangements [Annual General Meeting](index=21&type=section&id=%E8%82%A1%E6%9D%B1%E9%80%B1%E5%B9%B4%E5%A4%A7%E6%9C%83) The company will hold its Annual General Meeting on September 30, 2025, with the relevant notice and annual report to be published on the company and HKEX websites in due course - The company will hold its Annual General Meeting on **September 30, 2025**[45](index=45&type=chunk) - The notice of the Annual General Meeting will be published on the company's website and the HKEX website in due course, in accordance with the Listing Rules, and will be published together with the annual report[45](index=45&type=chunk) [Events After Reporting Period](index=21&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) No significant events have occurred from the year ended March 31, 2025, up to the date of this announcement - No significant events occurred from the year ended March 31, 2025, up to the date of this announcement[46](index=46&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=%E8%B2%B7%E8%B3%A3%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities for the year ended March 31, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[48](index=48&type=chunk) [Audit Committee and Review of Financial Statements](index=22&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%8F%8A%E5%AF%A9%E9%96%B1%E8%B2%A1%E5%8B%99%E8%A1%A8) The Audit Committee met with management to review the Group's annual results, accounting principles, and practices for the year ended March 31, 2025, and discussed auditing, internal controls, and other financial reporting matters - The Audit Committee reviewed the Group's annual results, accounting principles and practices, and discussed auditing, internal controls, and other financial reporting matters[49](index=49&type=chunk) [Scope of Work of BDO Limited](index=22&type=section&id=%E5%A4%A9%E8%81%B7%E9%A6%99%E6%B8%AF%E6%9C%83%E8%A8%88%E5%B8%AB%E4%BA%8B%E5%8B%99%E6%89%80%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8%E4%B9%8B%E5%B7%A5%E4%BD%9C%E7%AF%84%E5%9C%8D) The Group's auditor, BDO Limited, confirmed that the financial figures in the preliminary announcement align with the draft consolidated financial statements, but their work does not constitute an assurance service, thus no assurance was provided on the preliminary results announcement - The auditor, BDO, has agreed that the financial figures in the preliminary announcement are consistent with the draft consolidated financial statements[50](index=50&type=chunk) - The auditor's work does not constitute an assurance service, and no assurance has been provided on the preliminary results announcement[50](index=50&type=chunk) [Corporate Governance Practices](index=22&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company is committed to high corporate governance standards, complying with all code provisions of the Listing Rules' Corporate Governance Code, Appendix 14, except for deviation from A.2.1 (separation of Chairman and CEO roles), as Mr. Liu Tian Ni holds both positions, which the Board believes provides strong and consistent leadership - The company complied with all code provisions of the Corporate Governance Code, except for a deviation from code provision A.2.1 (separation of the roles of chairman and chief executive)[51](index=51&type=chunk)[52](index=52&type=chunk) - Mr. Liu Tian Ni holds both the Chairman and Chief Executive roles, an arrangement the Board believes provides strong and consistent leadership for the company currently and in the foreseeable future[52](index=52&type=chunk) - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, and all Directors confirmed compliance[53](index=53&type=chunk) [Publication of Annual Results and Annual Report](index=23&type=section&id=%E5%88%8A%E7%99%BC%E5%B9%B4%E5%BA%A6%E6%A5%AD%E7%B8%BE%E5%8F%8A%E5%B9%B4%E5%A0%B1) This results announcement has been published on the company's and HKEX websites, and the annual report containing all information required by the Listing Rules will be published on these websites in due course - This results announcement has been published on the company's website and the HKEX website[54](index=54&type=chunk) - The annual report, containing all information required by the Listing Rules, will be published on the aforementioned websites in due course[54](index=54&type=chunk)

Group 1 - As of May 26, a total of 88 stocks reached their 52-week highs, with Tianbao Energy (01671), China Nuclear International (02302), and Honghui Group (00183) leading the high rate at 141.60%, 93.92%, and 21.34% respectively [1] - Tianbao Energy closed at 0.700 and reached a peak of 1.510, marking a significant increase of 141.60% [1] - China Nuclear International closed at 4.090 with a highest price of 5.100, reflecting a rise of 93.92% [1] Group 2 - Other notable stocks that reached their 52-week highs include Century International (00959) with an increase of 18.64%, and Junjie Group Holdings (08188) with a rise of 17.95% [1] - The list also includes Haotian Financial Group (01260) with a 13.70% increase and Dechang Electric Holdings (00179) with a 10.96% rise [1] - The overall trend indicates a strong performance in the market, with multiple stocks achieving significant gains [1] Group 3 - The report also highlights stocks that reached their 52-week lows, with Sipai Health (00314) showing the largest decline at -11.65% [3] - Other stocks experiencing declines include Feitian Yundong (06610) at -9.05% and Hengrui Medicine (01276) at -4.81% [3] - The presence of stocks reaching both highs and lows suggests a volatile market environment [3]

Financial Performance - The company's revenue for the six months ended September 30, 2024, was HKD 89,280, with a profit before tax of HKD 31,020[8]. - The company reported a net profit attributable to shareholders of HKD 28,278, a substantial increase from HKD 2,835 in the previous year[22]. - The company's profit increased from approximately HKD 2.8 million for the six months ended September 30, 2023, to approximately HKD 28.3 million for the six months ended September 30, 2024, representing a growth of about 10.1 times[112]. - Revenue decreased from approximately HKD 140.4 million for the six months ended September 30, 2023, to approximately HKD 89.3 million for the six months ended September 30, 2024, a decline of about 36.4%[112]. - Gross profit for the same period was HKD 45,241, down 42.9% from HKD 79,252 year-on-year[175]. - Operating profit before tax increased significantly to HKD 31,020, compared to HKD 3,395 in the previous year, marking a substantial improvement[175]. - Net cash inflow from operating activities was HKD 27,609, compared to HKD 2,430 in the previous year, indicating a strong operational performance[167]. - Basic and diluted earnings per share for the period were HKD 2.46 cents, a significant increase from HKD 0.25 cents in the same period last year[177]. Revenue Segmentation - The communication services segment generated revenue of HKD 140,435, contributing a profit of HKD 41,006[18]. - The financial communications services segment generated revenue of approximately HKD 89.2 million for the six months ended September 30, 2024, down approximately 36.5% from HKD 140.4 million for the same period in 2023[112]. - The profit for the financial communications services segment was approximately HKD 20.3 million for the six months ended September 30, 2024, a decrease of about 50.5% from HKD 41.0 million for the same period in 2023[112]. - The international roadshow services segment recorded revenue of HKD 124,000 for the six months ended September 30, 2024, compared to no revenue for the same period in 2023[113]. Assets and Liabilities - The total liabilities decreased from HKD 36,079 to HKD 23,199 over the reporting period[26]. - The total liabilities as of September 30, 2024, were HKD 60,653,000, a decrease from HKD 72,261,000 as of March 31, 2024, representing a reduction of approximately 16.0%[51]. - The total non-current assets as of September 30, 2024, were valued at HKD 62,400,000, slightly down from HKD 63,240,000 as of March 31, 2024[47]. - The total current assets increased to HKD 89,076,000 as of September 30, 2024, compared to HKD 81,468,000 as of March 31, 2024, indicating a growth of approximately 9.9%[47]. - Total assets as of September 30, 2024, amounted to HKD 1,477,303, an increase from HKD 1,457,245 as of March 31, 2024[179]. - Current assets net amount to HKD 757,151, an increase from HKD 714,848 in the previous period[179]. Cash and Interest Income - Bank deposit interest income increased significantly to HKD 20,736 compared to HKD 4,839 in the previous year[12]. - The company earned approximately HKD 20.7 million in bank interest for the six months ended September 30, 2024, an increase of about 331.3% from approximately HKD 4.8 million for the same period in 2023[115]. - Interest income from bond securities was HKD 1.4 million for the six months ended September 30, 2024, down from HKD 2.9 million for the same period in 2023[92]. - As of September 30, 2024, the company's bank balance and cash, along with fixed deposits, amounted to approximately HKD 226.7 million and HKD 549.5 million, respectively[93]. Employee Costs - Employee costs, including retirement benefit plan contributions, decreased to HKD 25,653 from HKD 31,270 year-on-year[12]. - The total employee cost for the six months ending September 30, 2024, is approximately HKD 25.7 million, covering 180 full-time employees[150]. - Salaries and allowances paid to related parties amounted to HKD 498,000 for the six months ending September 30, 2024, an increase of 32% from HKD 377,000 in the previous year[63]. Share Capital and Dividends - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[41]. - The company does not recommend the distribution of dividends for the six months ending September 30, 2024, consistent with the previous year[128]. - The company's issued and fully paid ordinary shares remained at 1,151,454,000 shares as of September 30, 2024, unchanged from March 31, 2024[37]. - As of September 30, 2024, the company has a total of 750,000,000 shares held by Sapphire Star, representing 65.14% of the issued share capital[60]. - Liu's total beneficial ownership amounts to 815,616,000 shares, which is 70.83% of the company's issued share capital[60]. Corporate Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and internal controls[136]. - The company has not adopted any new accounting standards that are not yet effective as of the reporting date[15]. - The adoption of new and revised Hong Kong Financial Reporting Standards did not result in significant changes to the accounting policies and reported amounts for the group during the period and prior years[189]. - The company is registered in the Cayman Islands as an exempted limited liability company and its shares are listed on the Hong Kong Stock Exchange[186]. Future Outlook and Strategy - The company is focused on expanding its financial communication services and international roadshow coordination[14]. - The company plans to expand its client base and deepen professional services for existing long-term clients in response to the recovering IPO market in Hong Kong[97]. - The management expects an increase in large IPOs for the remainder of 2024 due to recent regulatory measures and economic stimulus plans[119]. - The anticipated use of proceeds from the recent fundraising includes creating a mobile internet professional service platform "HaoTian Cloud," with an estimated allocation of HKD 423.0 million[143]. - The company plans to utilize approximately HKD 65.5 million for potential acquisitions or joint ventures with a public relations firm in China[127]. Risk Management - The company is closely monitoring currency risks, particularly regarding the Chinese Yuan, and will consider hedging if necessary[116]. - The company has no significant foreign exchange risk due to the stability of the Hong Kong Dollar and US Dollar under the current linked exchange rate system[116]. - The company has no contingent liabilities as of September 30, 2024[96].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 89,280,000, a decrease of 36.4% compared to HKD 140,435,000 for the same period in 2023[3] - Gross profit for the same period was HKD 45,241,000, down 42.9% from HKD 79,252,000 in 2023[3] - Other income increased significantly to HKD 23,369,000, compared to HKD 9,568,000 in the previous year, representing a growth of 144.5%[3] - Profit before tax surged to HKD 31,020,000, compared to HKD 3,395,000 in the same period last year, marking an increase of 814.5%[3] - Net profit for the period was HKD 28,278,000, a substantial rise from HKD 2,835,000 in 2023, reflecting an increase of 895.5%[3] - Basic and diluted earnings per share were both HKD 2.46 cents, compared to HKD 0.25 cents in the previous year, indicating a significant improvement[5] - The company reported a total comprehensive income of HKD 20,058,000 for the period, compared to a loss of HKD 2,679,000 in the previous year[5] - The group’s profit increased from approximately HKD 2.8 million for the six months ended September 30, 2023, to approximately HKD 28.3 million for the six months ended September 30, 2024, representing a growth of about 10.1 times[34] Revenue Breakdown - For the six months ending September 30, 2024, the total revenue was HKD 89,280,000, with a profit of HKD 20,255,000[19] - For the six months ending September 30, 2023, the total revenue was HKD 140,435,000, with a profit of HKD 40,868,000[21] - The financial communications services segment generated revenue of approximately HKD 89.2 million for the six months ended September 30, 2024, down about 36.5% from HKD 140.4 million for the same period in 2023[36] - The international roadshow services segment recorded revenue of HKD 124,000 for the six months ended September 30, 2024, compared to no revenue in the same period in 2023[37] Assets and Liabilities - Total assets as of September 30, 2024, amounted to HKD 1,477,303,000, an increase from HKD 1,457,245,000 as of March 31, 2024[9] - Cash and cash equivalents increased to HKD 226,733,000 from HKD 213,710,000, showing a growth of 6.0%[7] - Trade and other receivables decreased to HKD 26,922,000 from HKD 39,356,000, a decline of 31.5%[7] - Trade receivables (net of provisions) as of September 30, 2024, were HKD 23,199,000, down from HKD 36,079,000 as of March 31, 2024[30] - As of September 30, 2024, the group had no short-term bank loans or overdrafts, maintaining a capital-to-debt ratio of 0%[40] - The group had cash and bank balances of approximately HKD 226.7 million and fixed deposits of approximately HKD 549.5 million as of September 30, 2024[40] Expenses - The company’s total employee costs decreased to HKD 25,653,000 in 2024 from HKD 31,270,000 in 2023[23] - Total employee costs, including director remuneration, amounted to approximately HKD 25.7 million for the six-month period ending September 30, 2024[52] - The company has 180 full-time employees as of September 30, 2024[52] - The company reported a loss of HKD 7,035,000 from financial assets measured at fair value through profit or loss for the six months ending September 30, 2024[25] - The company’s total unallocated corporate expenses were HKD 11,596,000 for the six months ending September 30, 2024[19] Future Outlook and Strategy - The group anticipates an increase in large IPOs in the remaining months of 2024, driven by favorable economic conditions and government support[46] - The group aims to expand its client base and deepen professional services for existing long-term clients during the upcoming market upturn[47] - The company has approximately HKD 124.9 million allocated for potential acquisitions or partnerships with a public company in China by September 30, 2024[49] - The expected use of proceeds from the initial public offering includes approximately HKD 423.0 million for online-to-offline services by December 31, 2024[50] - The expected timeline for the use of proceeds is based on the company's best estimates of future market conditions and strategic developments, subject to change[50] Corporate Governance - The audit committee consists of three independent non-executive directors, ensuring compliance with corporate governance standards[58] - The company has adhered to the corporate governance code as of September 30, 2024, with no deviations reported[53] - The company has established a strong leadership structure with the same individual serving as both Chairman and CEO, which is believed to provide consistent direction[54] - The company plans to issue a mid-term report to shareholders and publish it on its website in a timely manner[59] - The company has not purchased, sold, or redeemed any of its listed securities during the six-month period ending September 30, 2024[56]

Financial Performance - Revenue for the fiscal year ended March 31, 2024, was HKD 239,055,000, a decrease of 13.4% compared to HKD 276,007,000 in the previous year[15] - The company reported a loss before tax of HKD 60,700,000 for the fiscal year, compared to a profit of HKD 32,037,000 in the previous year[15] - For the fiscal year ending March 31, 2024, the group reported a loss of approximately HKD 66.5 million, compared to a profit of approximately HKD 27.2 million in the previous year[48] - Revenue decreased from approximately HKD 276.0 million for the year ending March 31, 2023, to approximately HKD 239.1 million for the year ending March 31, 2024, representing a decline of about 13.4%[50] - The financial communications services segment generated revenue of approximately HKD 235.4 million for the year ending March 31, 2024, down about 14.7% from approximately HKD 276.0 million in the previous year[52] - The profit for the financial communications services segment was approximately HKD 78.0 million for the year ending March 31, 2024, a decrease of about 9.9% from approximately HKD 86.6 million in the previous year[52] - The international roadshow service recorded a revenue of approximately HKD 3.7 million for the year ended March 31, 2024, compared to HKD 0 for the previous year[55] - The profit from the international roadshow service division for the year ended March 31, 2024, was approximately HKD 1.9 million, while the previous year showed a loss of approximately HKD 25,000[55] - Interest income from bond securities for the year ended March 31, 2024, was approximately HKD 5.3 million, down from HKD 16.5 million in the previous year[68] - The group recorded a loss of approximately HKD 53.0 million from the termination of recognition/sale of bond securities, compared to a loss of approximately HKD 37.1 million in the previous year[68] - The net loss from fair value changes of debt instruments recognized in other comprehensive income was approximately HKD 32.4 million for the year ended March 31, 2024, compared to a net gain of approximately HKD 52.7 million in the previous year[68] - The total comprehensive loss for the year ended March 31, 2024, was HKD (17,782) thousand, compared to a comprehensive income of HKD 83,807 thousand for the previous year[187] - Basic and diluted loss per share for the year was (5.78) HK cents, a decline from earnings of 2.36 HK cents per share in the previous year[187] - Other comprehensive income for the year was HKD 48,718 thousand, down from HKD 56,585 thousand in the previous year[187] Assets and Liabilities - Total assets as of March 31, 2024, were HKD 1,577,881,000, a decrease from HKD 1,612,127,000 in the previous year[19] - Total liabilities decreased to HKD 120,636,000 as of March 31, 2024, down from HKD 137,100,000 in the previous year[19] - The equity attributable to owners of the company was HKD 1,457,245,000 as of March 31, 2024, compared to HKD 1,475,027,000 in the previous year[19] - As of March 31, 2024, the group's cash and bank balances totaled approximately HKD 213.7 million, compared to HKD 75.5 million in the previous year[70] - The group had no bank loans or overdrafts as of March 31, 2024, resulting in a net debt ratio of 0%[70] - The group has pledged properties worth approximately HKD 525.4 million as of March 31, 2024, down from HKD 547.9 million in the previous year[72] Corporate Governance - The company maintained compliance with the public float requirements as per the listing rules throughout the fiscal year[9] - The company is committed to high standards of corporate governance and has adhered to the corporate governance code throughout the year[25] - The chairman and CEO roles are held by the same individual, which the board believes provides strong leadership for the company's strategy implementation[25] - The board consists of five members, including two executive directors and three independent non-executive directors[30] - The independent non-executive directors have confirmed their independence and have provided annual declarations to the company[42] - The board held a total of 4 meetings during the fiscal year ending March 31, 2024[30] - The company has arranged appropriate insurance for its directors against potential legal actions arising from corporate activities[41] - The company has adopted a share option scheme since March 7, 2012, with no options granted or exercised by directors during the year[4] Compliance and Risk Management - The company has maintained compliance with regulatory requirements, ensuring effective communication with regulators throughout the year[154] - The compliance department conducted an assessment of the company's risk management and internal control systems, indicating no significant weaknesses in internal controls[81] - The company has allocated personnel to ensure ongoing compliance with rules and regulations, highlighting the importance of regulatory adherence[154] - The group faces significant operational and market risks, influenced by macroeconomic conditions and financial instability, particularly due to inconsistent financial policies globally[192] - The group has identified key audit matters that are significant to the audit of the financial statements, which are addressed in the overall audit process[164] - The audit identified the impairment assessment of trade receivables as a key audit matter due to its significant impact on the financial statements[165] Employee and Social Responsibility - As of March 31, 2024, the group had 204 full-time employees, with total employee costs amounting to approximately HKD 45.5 million, a decrease from HKD 53.5 million in 2023[77] - The company provides competitive compensation and discretionary bonuses based on individual and business performance, along with medical insurance for employees[126] - The company has complied with occupational safety and health regulations, ensuring a safe working environment for employees[127] - The company offers on-the-job training and professional membership reimbursements to enhance employee skills and morale[129] - The company engages in corporate social responsibility through charitable donations and encouraging employee participation in community activities[139] Environmental Initiatives - The company emphasizes environmental protection, implementing measures such as a paperless office and energy-efficient appliances to reduce energy consumption[152] - The company consumed approximately 302,205 kWh of electricity during the year, resulting in CO2 equivalent emissions of about 244,959 kg, with an energy consumption intensity of approximately 8.25 kWh per square foot[121] - The total gasoline consumption for the company's vehicles was approximately 4,990 liters during the year[122] - The company printed a total of approximately 464,000 sheets of paper during normal business operations in the year[121] Business Outlook - The Hong Kong IPO market is expected to recover in 2024, with approximately 80 IPOs projected and a fundraising amount reaching HKD 100 billion, positioning Hong Kong back among the top five global IPO markets[76] - The group maintained a stable market share in the Hong Kong IPO market and aims to leverage new opportunities during the market rebound[76] - The company aims to enhance shareholder value by promoting business development for sustainable profit growth while considering cash flow and future expansion needs[200] - The main business of the group remains investment holding and securities investment, with no significant changes in business nature during the year[149] Supplier and Customer Relations - The company has established a supplier management system to evaluate and ensure compliance with legal and ethical standards among suppliers[133] - The company emphasizes maintaining close communication with suppliers to monitor their performance and ensure service consistency[134] - The company has established various channels to strengthen communication with customers, primarily those listed on the Hong Kong Stock Exchange or undergoing IPO processes[197] - The group emphasizes the importance of maintaining good relationships with major service providers to improve cost efficiency and promote long-term business interests[198] Financial Statements and Audit - The independent auditor's report confirms that the financial statements reflect the group's financial position accurately as of March 31, 2024[160] - The annual report includes a discussion on the group's key financial performance indicators and business outlook[149] - The group recognized a net reversal of impairment loss on trade receivables of HKD 8,177,000 for the current year[165] - The expected credit loss for trade receivables as of March 31, 2024, was estimated at HKD 37,000,000[165] - The fair value of debt instruments measured at fair value through other comprehensive income was HKD 87,508,000 as of March 31, 2024[169] - The group made a provision for impairment of HKD 30,521,000 for the current year related to debt instruments[169] - Management utilized external credit ratings and macroeconomic data to adjust the estimates of expected credit losses[169] - The group’s internal credit ratings and aging analysis of trade receivables were considered in estimating expected credit losses[165]