集团主要透过公司全资附属公司滉达实业有限公司旗下的玩具分部从事玩具制造业务。Crosby Asia透过 其附属公司经营集团的金融服务分部。Crosby Asia于过去数年连续出现亏损。经彻底检视其营运架构 后，集团认为，若不注入大量资本，Crosby Asia的证券经纪及买卖业务将无法恢复盈利。此乃由于该业 务需要大量营运资金以支持其营运，以及符合证券及期货条例项下的资本充足水平规定的性质所致。除 上述资本规定外，Crosby Asia的营运成本亦对集团构成沉重财务负担。董事认为，出售事项将可减轻此 成本的压力，从而提升集团的财务复原能力，尤其考虑到中美贸易战所带来的关税增加及供应链干扰， 对玩具分部造成挑战。 智通财经APP讯，滉达富控股(01348)发布公告，于2025年6月6日(交易时间后)，公司与买方英皇证券投 资控股有限公司订立该协议，据此，买方同意收购而公司亦同意出售待售股份(相当于Crosby Asia全部 已发行股本)及待售贷款。待售股份及待售贷款的代价乃经公司与买方公平磋商后按正常商业条款达 致，并须相等于在资产净值日期的资产净值。根据最新可得财务资料，公司估计代价将约为1120万港 元。 ...

Financial Position - As of September 30, 2024, the group had no contingent liabilities, consistent with March 31, 2024[1]. - The group had no significant investments in any other companies, apart from investments in subsidiaries, as of September 30, 2024[2]. - As of September 30, 2024, total non-current assets amounted to HKD 8,959 million, an increase of 55.5% from HKD 5,782 million as of March 31, 2024[17]. - Current assets totaled HKD 193,622 million, up 13.3% from HKD 170,769 million as of March 31, 2024[17]. - Total liabilities increased to HKD 113,053 million, up 36.8% from HKD 82,675 million as of March 31, 2024[17]. - The net current assets decreased to HKD 80,569 million, down 8.7% from HKD 88,094 million as of March 31, 2024[17]. - The total liabilities of the group increased to HKD 156,557,000 as of September 30, 2024, compared to HKD 120,383,000 as of March 31, 2024, indicating a rise of about 30%[56]. - The company’s cash and cash equivalents decreased to HKD 35,654,000 as of September 30, 2024, down from HKD 67,662,000 in the previous period, reflecting a decline of approximately 47.4%[49]. - The debt-to-equity ratio increased to approximately 81.9% as of September 30, 2024, compared to 66.1% as of March 31, 2024, due to a decrease in total equity[158]. Revenue and Profitability - Total revenue for the six months ended September 30, 2024, was HKD 58,309 million, down 54.2% from HKD 127,149 million for the same period in 2023[26]. - The company reported a segment loss of HKD 5,568 million for the financial services division, compared to a profit of HKD 652 million in the toy manufacturing and sales segment[26]. - The company reported a loss attributable to owners of HKD 10,230,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,091,000 for the same period in 2023, reflecting an increase in loss of approximately 1.38%[38]. - The company recorded a total comprehensive loss of HKD (10,091,000) for the period, compared to a loss of HKD (9,927,000) in the previous period, representing a decline of approximately 1.63%[48]. - The net loss for the group was approximately HKD 10.1 million, an increase of about HKD 0.2 million year-on-year, primarily due to reduced revenue from the toy division[131]. Toy Division Performance - The toy division faces challenges such as trade tariffs and rising cost pressures, necessitating careful evaluation of new investments to enhance innovation and sustainability[5]. - The company will continue to strictly control costs and review opportunities in new markets or customers to promote growth in the toy division[5]. - The toy division experienced a revenue decline, with major customer orders decreasing by approximately HKD 37.1 million from North America, HKD 14.6 million from Western Europe, and HKD 8.2 million from the Central America and Caribbean regions[109]. - The toy division experienced a significant revenue decline of approximately HKD 72.8 million, contributing to an overall revenue decrease of about HKD 68.8 million for the group[127]. - The trade payables for the toy division decreased by approximately HKD 3.4 million or 32.3% to about HKD 7.2 million, mainly due to reduced procurement and service costs[135]. Financial Services Performance - The financial services segment reported total revenue of HKD 10.5 million, a 60.6% increase from HKD 6.6 million in the previous period[104]. - The financial services segment reported a profit of HKD 3,645,000, contrasting with a loss of HKD (8,887,000) in the previous period, indicating a turnaround in performance[53]. - The financial services division's trade receivables remained stable at approximately HKD 5.7 million as of September 30, 2024, compared to HKD 6.3 million on March 31, 2024[134]. Cost Management - The company incurred employee benefits expenses of HKD 17,156 million, an increase of 5.4% from HKD 16,276 million in the previous year[35]. - The total employee costs for the period were approximately HKD 17.2 million, an increase from HKD 16.3 million in the previous year[141]. - The financing costs decreased by 20.1% to approximately HKD 2.5 million, primarily due to a reduction in the actual interest on convertible bonds[129]. - The company has a total of 12,896,000 stock options remaining for employees, after accounting for 400,000 that lapsed during the period[11]. Management and Governance - The board of directors has undergone changes, with Mr. Liu and Ms. Li resigning from their positions on November 9, 2023[12]. - The company has not recognized any share-based payment expenses for unvested and unexercised share options as of September 30, 2024[88]. - The company’s remuneration policy is regularly reviewed by the remuneration committee and is based on employee position, responsibilities, and performance[195]. - The company has adopted the standard code for securities trading by directors, ensuring compliance throughout the reporting period[197]. Market Conditions - The overall economic environment in mainland China and Hong Kong remains sluggish, with Hong Kong's GDP growth forecasted to slow from 3.2% in 2023 to around 2.4% in 2024[100]. - The average daily trading volume in the stock market during the period was approximately HKD 113 billion[100]. - The company faces competitive threats from rising manufacturing centers in Southeast Asia due to ongoing trade tensions between Western markets and China[102]. - The overall liquidity and new capital inflow into Hong Kong are hindered by market sentiment and economic conditions[100]. Shareholder Information - The company has a total of 482,864,000 shares held by Smart Investor Holdings Limited, representing 32.75% of the total shares[200]. - Benefit Global Limited holds 149,563,111 shares, accounting for 10.15% of the total shares[200]. - The company has no current share incentive plans in place[174]. - The company has not purchased, sold, or redeemed any of its listed securities during the six months ending September 30, 2024[167].

Revenue Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 58.3 million, a decrease of about HKD 68.8 million or 54.1% compared to the same period last year[2]. - The toy segment's revenue decreased by approximately HKD 72.8 million, while the financial services segment's revenue increased by approximately HKD 4.0 million, representing a year-on-year decrease of about 60.4% and an increase of about 60.6%, respectively[2]. - For the six months ended September 30, 2024, external revenue was HKD 58,309 thousand, a decrease from HKD 127,149 thousand for the same period in 2023, representing a decline of approximately 54%[30]. - The manufacturing and sales segment generated revenue of HKD 47,765 thousand, while the financial services segment contributed HKD 10,544 thousand, indicating a significant drop in both segments compared to the previous year[30]. - The financial services segment reported total revenue of HKD 10.5 million, a 60.6% increase from HKD 6.6 million in the previous period[91]. Profitability and Loss - The group's gross profit margin increased from 16.0% in the previous period to approximately 26.6% in the current period, despite a decrease in revenue from the toy segment[5]. - The net loss for the group was approximately HKD 10.1 million, an increase of about HKD 0.2 million compared to the previous period, primarily due to reduced revenue from the toy segment and increased employee costs[5]. - The group reported a loss before tax of HKD 10,230,000 for the six months ended September 30, 2024, compared to a loss of HKD 10,091,000 in the same period of 2023, indicating a slight increase in losses[56]. - The total segment loss for the period was HKD 5,568 thousand, compared to a loss of HKD 5,242 thousand in the prior year, reflecting a worsening performance[30]. - The company incurred a loss of HKD (10,118,000) before income tax expenses for the period[27]. Assets and Liabilities - The group's total assets as of September 30, 2024, were approximately HKD 193.6 million, compared to HKD 170.8 million as of March 31, 2024[9]. - The group's current liabilities totaled approximately HKD 113.1 million, an increase from HKD 82.7 million as of March 31, 2024[9]. - The total liabilities increased to HKD 156,557 thousand as of September 30, 2024, compared to HKD 120,383 thousand as of March 31, 2024, showing a rise in financial obligations[36]. - The company's total equity as of September 30, 2024, was HKD 56,110,000, a decrease from HKD 126,389,000 reported for the same period in 2023[13]. - The debt-to-equity ratio increased to approximately 81.9% as of September 30, 2024, compared to 66.1% as of March 31, 2024, due to a decrease in total equity[115]. Cash Flow and Financing - For the six months ended September 30, 2024, the company reported a net cash outflow from operating activities of HKD (3,901,000) compared to a net inflow of HKD 9,970,000 for the same period in 2023[17]. - The total cash and cash equivalents decreased by HKD 21,883,000, resulting in a balance of HKD 35,654,000 as of September 30, 2024, down from HKD 67,662,000 in 2023[17]. - The company’s investment activities resulted in a net cash outflow of HKD (13,872,000) for the six months ended September 30, 2024[17]. - The company’s financing activities led to a net cash outflow of HKD (4,110,000) during the same period[17]. - Financing costs decreased by 20.1% to approximately HKD 2.5 million, primarily due to a reduction in interest on convertible bonds[106]. Employee and Operational Costs - Employee benefits expenses, including director remuneration, increased to HKD 17,156,000 for the six months ended September 30, 2024, up from HKD 16,276,000 in 2023, representing a growth of 5.4%[49]. - The total employee cost for the period was approximately HKD 17.2 million, compared to HKD 16.3 million in 2023[125]. - Administrative expenses increased by 1.9% to approximately HKD 26.2 million, primarily due to higher employee-related costs[103]. Inventory and Trade Receivables - The group’s total inventory as of September 30, 2024, was HKD 4,517,000, down from HKD 16,428,000 as of March 31, 2024, reflecting a significant reduction of 72.5%[60]. - Trade receivables in the toy segment increased from approximately HKD 18.7 million as of March 31, 2024, to approximately HKD 25.6 million as of September 30, 2024, due to the peak business season, with turnover days rising from 51.6 days to 84.6 days[111]. - Trade receivables from the financial services segment as of September 30, 2024, amounted to HKD 5,685,000, a decrease from HKD 6,293,000 as of March 31, 2024[63]. Dividend and Shareholder Information - The board of directors recommended not to declare any interim dividend for the current period[5]. - The company did not declare an interim dividend for the period, consistent with the previous period[83]. - The weighted average number of ordinary shares used to calculate basic loss per share remained constant at 1,474,232,000 shares for both periods[56]. Market and Economic Conditions - The overall economic environment in mainland China and Hong Kong remained sluggish, with GDP growth expected to slow from 3.2% in 2023 to around 2.4% in 2024[85]. - The geopolitical tensions affecting international trade continued to exert pressure on the export and trade markets, with Mexico becoming the largest trading partner of the U.S.[86]. - The financial services division is expected to have a more optimistic outlook for the remainder of the fiscal year and the following years due to several factors, including a projected 50 basis point cut in the federal funds rate starting September 2024, with two additional cuts expected in November and December 2024[130]. Corporate Governance and Management - The company has adopted the corporate governance code as per the listing rules and has complied with all applicable provisions during the review period[136]. - The role of the CEO has been vacant since November 25, 2013, with the responsibilities assumed by the executive directors, aiming for a better balance of power and functions[137]. - Independent non-executive director Yang Huiling was appointed on September 24, 2024, bringing over 25 years of management experience in manufacturing and logistics[140].

Customer and Supplier Concentration - The largest customer accounted for approximately 74.7% of the group's revenue, while the top five customers represented about 93.8%[5] - The largest supplier contributed 18.2% to the group's purchasing amount, with the top five suppliers accounting for 52.8%[5] Shareholding Structure - As of March 31, 2024, Smart Investor Holdings Limited held 482,864,000 shares, representing 32.75% of the total issued shares[16] - Benefit Global Limited, Clearfield Global Limited, and BlackPine Private Equity Partners G.P. Limited each held 218,463,111 shares, each representing 14.82%[16] - The total number of issued shares as of March 31, 2024, was 1,474,232,000[17] - At least 25% of the company's issued share capital is held by the public as of the report date[50] Share Option Plan - The company has not adopted any share incentive plans during the fiscal year ending March 31, 2024[21] - As of March 31, 2024, the total number of unexercised options under the share option plan is 66,803,800, which represents 4.7% of the issued share capital[34] - The company granted 10,800,000 options at an exercise price of HKD 1.00 on July 3, 2015, with a closing price of HKD 0.90 prior to the grant date[22] - A total of 13,400,000 options were granted on July 3, 2015, at an exercise price of HKD 4.07, with a closing price of HKD 3.70 prior to the grant date[22] - The company granted 109,411,600 options on March 24, 2016, at an exercise price of HKD 0.748, with a closing price of HKD 0.70 prior to the grant date[22] - The share options will vest in three tranches: 30% after the first anniversary, 30% after the second anniversary, and 40% after the third anniversary of the grant date[31] - The total number of options granted to directors and employees as of April 1, 2023, was 68,603,800, with 1,800,000 options having lapsed during the year[28] - The exercise price for options granted on July 3, 2015, is HKD 1.02, while for those granted on March 24, 2016, it is HKD 0.748[23] - The company aims to incentivize selected participants through the share option plan, rewarding their contributions to the group[33] - The options granted under the plan are subject to adjustments following a share split effective January 13, 2016[28] - The company must obtain independent non-executive directors' approval for granting options to directors or major shareholders if it exceeds 0.1% of the issued shares in any 12-month period[35] - The total number of shares issued and to be issued under the stock option plan cannot exceed 1% of the company's issued share capital within any 12-month period[38] - Participants can accept the stock option grant within 21 days from the grant date, with options exercisable over a period of up to 10 years[41] - The exercise price of shares will be determined by the board but cannot be lower than the higher of the closing price on the grant date or the average closing price over the preceding five trading days[42] Financial Performance - Total revenue for the year ended March 31, 2024, was HKD 177,259,000, a decrease from HKD 341,801,000 in 2023, representing a decline of approximately 48%[92] - Gross profit for the year was HKD 28,004,000, down from HKD 44,934,000 in the previous year, indicating a decrease of about 38%[92] - The company reported a total loss of HKD 73,958,000 for the year, compared to a loss of HKD 72,321,000 in 2023, reflecting an increase in loss of approximately 2.3%[92] - The impairment loss on goodwill was HKD 45,508,000, significantly higher than the HKD 36,161,000 recorded in the previous year, marking an increase of about 26%[92] - Current assets decreased to HKD 170,769,000 from HKD 183,160,000, a decline of approximately 6.7%[99] - Non-current assets dropped to HKD 5,782,000 from HKD 60,716,000, a decrease of about 90%[99] - The company's cash and cash equivalents were HKD 57,537,000, down from HKD 61,948,000, representing a decrease of approximately 7%[99] - Trade receivables decreased to HKD 24,954,000 from HKD 38,354,000, a decline of about 35%[99] - The total liabilities decreased to HKD 82,675,000 from HKD 102,474,000, a reduction of approximately 19%[99] - The company's equity decreased significantly from HKD 126,464,000 to HKD 56,168,000, a decline of about 55%[102] - As of April 1, 2023, the total equity amounted to HKD 198,710,000, with accumulated losses of HKD (296,922,000)[105] - The company reported a total comprehensive loss of HKD (72,321,000) for the year, compared to a loss of HKD (73,941,000) in the previous year[105][110] - Cash flow from operating activities for the year ended March 31, 2024, was HKD 23,683,000, down from HKD 39,983,000 in the prior year[110] - The company experienced a decrease in trade receivables by HKD 13,400,000, compared to a decrease of HKD 48,213,000 in the previous year[110] - The company issued convertible bonds generating proceeds of HKD 9,000,000 during the year[113] - The company reported a decrease in cash and cash equivalents to HKD 57,537,000 at year-end, down from HKD 61,948,000[113] - The company recorded a significant increase in goodwill impairment loss to HKD 45,508,000 from HKD 36,161,000 in the previous year[110] - The company’s financing activities resulted in a net cash outflow of HKD (8,231,000), compared to HKD (51,955,000) in the prior year[113] - The company’s total liabilities included bank borrowings of HKD 61,938,000 in the previous year, with no new borrowings reported for the current year[113] - The company’s investment activities resulted in a net cash outflow of HKD (19,863,000) compared to a net cash inflow of HKD 44,537,000 in the previous year[110] Operational Challenges - The company anticipates that its operations may be affected by global economic and political uncertainties, including the ongoing US-China trade war and public health situations[64] - The toy division's revenue decreased by over 49% year-on-year due to challenges from the US-China economic environment and geopolitical conflicts[135] - The financial services division faces intense competition for talent, which could adversely affect performance if key positions are not filled[61] - The company acknowledges the potential adverse impact of geopolitical tensions and trade sanctions on its performance[64] - The company plans to expand its subcontractor network in the toy division to mitigate risks associated with trade tariffs imposed by other countries[64] Compliance and Governance - The board of directors includes independent non-executive directors who meet the independence guidelines set by the stock exchange[5] - The company plans to further detail its environmental, social, and governance policies in its upcoming report[4] - The independent auditor's report emphasizes the importance of evaluating the company's ability to continue as a going concern[83] - The company is committed to maintaining internal controls to ensure the financial statements are free from material misstatement due to fraud or error[80] - The company has undergone a comprehensive financial audit, ensuring compliance with Hong Kong Financial Reporting Standards and relevant regulations[80] - The audit committee reviewed the consolidated financial statements for the fiscal year ending March 31, 2023[188] - The audit committee approved the remuneration and other terms of engagement for the auditor, Hong Kong Li Xin De Hao Accounting Firm Limited[188] - The company has no internal audit function and relies on external consultants for regular reviews of risk management and internal controls[189] - The company established a remuneration committee to review and advise on the compensation of directors and senior management, ensuring no conflicts of interest in salary determination[192] Financial Reporting Standards - The revised Hong Kong Financial Reporting Standards effective from April 1, 2023, did not have a significant impact on the group's financial performance or disclosures[120] - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that are not yet effective[123] - The board anticipates that future applications of the revised standards will not affect the group's consolidated financial statements[123] Credit Risk Management - The company uses a simplified approach to measure expected credit losses for trade receivables, calculating losses based on lifetime expected credit losses[163] - Expected credit losses are assessed based on the likelihood of default events occurring within 12 months or over the lifetime of the financial instrument[163] - The company assumes significant increases in credit risk if financial assets are overdue by more than 30 days, unless supported by reasonable evidence[163] - Financial assets are considered credit impaired if the borrower is unlikely to fully repay their credit obligations or if the asset is overdue by more than 90 days[165] - The company has established a provision matrix based on historical credit loss experience, adjusted for forward-looking factors[163] Director and Committee Activities - The board consists of seven directors, including four executive directors and three independent non-executive directors[172] - The company has adopted a standard code for securities trading by directors, ensuring compliance with required standards[170] - The company’s executive directors have service contracts for three years, with the option for renewal[174] - The company secretary regularly circulates details of training courses to encourage all directors to participate, with costs covered by the company[175] - The chairman and all non-executive directors held a meeting to assess the performance of executive directors and discuss operational concerns[177] - The audit committee's main responsibilities include reviewing the financial reporting process and internal control systems[185] - The company appointed new members to various committees on November 9, 2023, including the nomination and remuneration committees[184] - The company encourages continuous professional development for directors to enhance their knowledge and skills[175]

Financial Performance - Total revenue for the year ended March 31, 2024, was approximately HKD 177.3 million, a decrease of about HKD 164.5 million or 48.1% compared to HKD 341.8 million for the year ended March 31, 2023[4] - The toy segment's revenue decreased by approximately HKD 164.2 million or 49.7% to about HKD 166.4 million, while the financial services segment's revenue was approximately HKD 10.8 million, a decrease of about HKD 0.4 million or 3.3%[4] - Gross profit for the year was approximately HKD 28.0 million, down about HKD 16.9 million or 37.7% from HKD 44.9 million in the previous year[4] - The net loss for the year was approximately HKD 74.0 million, an increase of about HKD 1.7 million or 2.4% from a net loss of HKD 72.3 million in the previous year[5] - The company proposed not to declare a final dividend for the year ended March 31, 2024[5] - The basic and diluted loss per share was HKD 5.02 for the year ended March 31, 2024, compared to HKD 4.91 in the previous year[7] - The company reported a total loss before tax of HKD 73,968,000 for the fiscal year ending March 31, 2024[24] - The company reported a loss attributable to shareholders of approximately HKD 73,941,000 for the year ended March 31, 2024, compared to a loss of HKD 72,321,000 in 2023, reflecting an increase in loss of about 2.24%[58] Assets and Liabilities - Total assets decreased significantly from HKD 141.4 million in 2023 to HKD 93.9 million in 2024, reflecting a substantial reduction in non-current assets[9] - The company's total liabilities decreased from HKD 102.5 million in 2023 to HKD 82.7 million in 2024, indicating improved liquidity[9] - Cash and cash equivalents decreased from HKD 61.9 million in 2023 to HKD 57.5 million in 2024[8] - The total liabilities for the toy manufacturing segment were HKD 11,583,000, while financial services had liabilities of HKD 69,944,000, totaling HKD 81,527,000[32] - The company's debt-to-equity ratio increased to approximately 66.1% as of March 31, 2024, compared to 30.9% on March 31, 2023, due to a decrease in total equity[152] - The current ratio as of March 31, 2024, was approximately 2.1, up from 1.8 on March 31, 2023[152] Revenue Breakdown - For the fiscal year ending March 31, 2024, external revenue from toy manufacturing and sales was HKD 166,431,000, while financial services generated HKD 10,828,000, totaling HKD 177,259,000[24] - Revenue from toy manufacturing and sales was HKD 166,431,000, down 50% from HKD 330,600,000 in the previous year[47] - North America revenue dropped to HKD 102,726,000 from HKD 187,651,000, representing a decline of 45%[38] - Major customer A contributed HKD 132,442,000 in revenue, down 52% from HKD 273,628,000 in 2023[43] - The financial services division's revenue decreased by approximately HKD 0.4 million or 3.3% to about HKD 10.8 million, mainly due to a decline in corporate finance consulting revenue by approximately HKD 1.1 million or 18.8%[126] Impairment and Goodwill - The goodwill impairment loss increased by approximately HKD 9.3 million, contributing to the overall net loss[5] - The financial services segment incurred a goodwill impairment loss of approximately HKD 45,508,000 for the fiscal year ending March 31, 2024[28] - The goodwill impairment loss recognized for the year was approximately HKD 42,208,000, an increase from HKD 36,161,000 in 2023, due to adverse market conditions affecting cash flow forecasts[64] - The recoverable amount of the cash-generating unit related to a subsidiary was reduced to zero as of March 31, 2024, down from HKD 49,000,000 in 2023[64] Inventory and Receivables - Inventory decreased from HKD 51,727,000 in 2023 to HKD 16,428,000 in 2024, representing a decline of approximately 68.3%[70] - Trade receivables from the financial services segment decreased from HKD 9,949,000 in 2023 to HKD 6,293,000 in 2024, a reduction of about 36.5%[72] - Trade receivables from the manufacturing and sales of toys segment decreased from HKD 28,405,000 in 2023 to HKD 18,661,000 in 2024, a decline of approximately 34.5%[78] Expenses and Costs - Administrative expenses decreased by approximately HKD 13.6 million or 22.0% to about HKD 48.0 million, primarily due to reduced employee costs and lower office rental expenses[140] - Financing costs decreased by approximately 56.8% to about HKD 5.5 million, primarily due to a reduction in interest expenses on convertible bonds[143] - The total employee cost for the year ending March 31, 2024, was approximately HKD 26.6 million, down from HKD 33.6 million in 2023[164] Market Conditions and Future Outlook - The geopolitical tensions between major economies, particularly the US-China trade disputes, have led to increased tariffs and supply chain disruptions, negatively impacting the toy manufacturing sector's profit margins[115] - Economic fluctuations caused by interest rate hikes and inflation have suppressed consumer confidence and disposable income, leading to weakened demand in several toy categories[115] - The company anticipates growth in the economies of mainland China and Hong Kong following the end of COVID-19 quarantine measures, although this is tempered by ongoing geopolitical tensions[114] - The company expects a significant revenue increase of 50% in investment advisory and management services due to strong performance in the U.S. stock market[168] Stock Options and Convertible Bonds - The company granted a total of 10,800,000 stock options on March 17, 2014, with an exercise price of HKD 1 per share[100][101] - The company issued HKD 31 million in promissory notes with a fixed annual interest rate of 10%, due on May 16, 2026[85] - The company issued HKD 9,000,000 of unsecured convertible bonds with a conversion price of HKD 0.081 per share[91] - The actual interest rate for the liability portion of the 2023 convertible bonds is 25.53% per annum[91] Audit and Reporting - The audit committee, along with auditors, reviewed the annual audited consolidated financial statements, confirming they are prepared in accordance with applicable accounting standards and fairly present the group's financial position and performance for the year[175] - The annual report for 2024 will be published around mid-July 2024, in compliance with listing rules, and will be available on the Hong Kong Stock Exchange and the company's website[176]

2023/2024 • Financial Services Division • • Toys Division • 中 期 報 告 QUALI-SMART HOLDINGS LIMITED 滉達富控股有限公司 INTERIM REPORT 中期報告 2023/2024 公司資料 董事會 執行董事 劉浩銘先生 （執行主席） （於2023 年11 月 9日退任） 潘栢基先生 朱允明先生 侯耀波先生 鄧婉貞女士 （於2023 年11 月 9日獲委任） 非執行董事 李敏儀女士 （於2023 年11 月 9日退任） 獨立非執行董事 梁寶榮先生 GBS, JP 陳兆榮先生 黃華安先生 滉達富控股有限公司 / 2023/2024中期報告 目 錄 公司資料 2 管理層討論及分析 4 其他資料 13 簡明綜合財務報表 — 簡明綜合全面收益表 20 — 簡明綜合財務狀況表 21 — 簡明綜合權益變動表 23 — 簡明綜合現金流量表 25 — 簡明綜合財務報表附註 26 滉達富控股有限公司 / 2023/2024中期報告 公司秘書 鄧婉貞女士 授權代表 潘栢基先生 鄧婉貞女士 註冊辦事處 Cricket Square, Hut ...

Revenue Performance - The Toys Division's revenue decreased by approximately 20.5% compared to the previous year due to COVID-19 restrictions in China and inflationary pressures affecting consumer spending in Western markets[9]. - The Financial Services Division experienced a revenue decline of about 42% year-on-year, primarily due to a stagnant bond issuance market and a 31% drop in the value of managed investment portfolios[10]. - The toy division reported revenue of approximately HKD 330.6 million, a decrease of about 20.5% from the previous year's HKD 415.7 million, primarily due to reduced sales to the top five customers[81]. - The financial services division's revenue decreased by approximately 66.1% to about HKD 11.2 million, primarily due to a significant drop in investment advisory fees by approximately HKD 23.1 million or 86.3%[82]. - The group's total revenue for the reporting year was approximately HKD 341.8 million, a decrease of HKD 106.9 million or about 23.8% compared to the previous year's revenue of HKD 448.7 million[92]. Cost Management and Operational Strategies - The company plans to implement cost management strategies in the Toys Division, focusing on reducing production outsourcing costs and overall operational expenses[11]. - The company is committed to enhancing shareholder value and long-term returns despite the challenging environment[13]. - The company is committed to several ongoing fundraising and underwriting projects despite the challenging economic conditions[80]. - The group is implementing cost management strategies to enhance competitiveness in the toy division, particularly by reducing production outsourcing costs[128]. Governance and Board Structure - The board consists of eight members, including four executive directors and three independent non-executive directors, ensuring a diverse governance structure[19]. - The company has adhered to all applicable corporate governance codes during the reporting year, maintaining high standards of accountability[16]. - The board of directors held four regular meetings during the reporting year, with all executive directors attending 100% of the meetings[30]. - The audit committee, chaired by Mr. Chan, consists entirely of independent non-executive directors and is responsible for overseeing the financial reporting process and internal controls[32]. - The company has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee, each with clearly defined responsibilities[27]. Financial Performance and Position - The net loss for the reporting year was approximately HKD 72.3 million, a reduction of HKD 22.1 million or 23.4% compared to the previous year's net loss of HKD 94.4 million[96]. - Administrative expenses decreased by approximately HKD 18.4 million or 23.0% to about HKD 61.6 million, primarily due to reduced consulting fees paid to portfolio managers in the financial services segment[97]. - The total gross profit decreased by approximately HKD 9.5 million or 17.5% to about HKD 44.9 million, mainly due to reduced sales to the toy segment's top five customers[93]. - Cash and cash equivalents increased by approximately HKD 32.6 million to about HKD 61.9 million, with no interest-bearing bank borrowings as of March 31, 2023[112]. - The debt-to-equity ratio improved to approximately 30.9% from 36.5% due to a reduction in bank borrowings and early redemption of promissory notes[112]. Market Conditions and Economic Outlook - The overall economic outlook remains cautious due to uncertainties in the US economy and ongoing geopolitical tensions, particularly the war in Ukraine[11]. - The macroeconomic environment, including rising U.S. interest rates and geopolitical tensions, continues to adversely affect the company's operations and market outlook[75]. - The Hang Seng Index fell by 7.43% from 22,039 points in April 2022 to 20,400 points by the end of March 2023, reflecting a challenging market environment[77]. - The overall trading volume on the Hong Kong Stock Exchange has been declining since 2020, with average daily turnover dropping from HKD 154 billion in 2020 to HKD 120 billion in 2022[78]. Shareholder Engagement and Communication - The company emphasizes clear and transparent communication with shareholders to understand the group's performance and prospects[59]. - The company encourages shareholder participation in meetings and has implemented measures to facilitate this engagement[67]. Risk Management and Compliance - The company faces various financial risks, including foreign currency, trade receivables, and credit risks, but believes the pandemic has not significantly impacted its liquidity and working capital[162]. - Regulatory compliance is critical for the company's operations, especially in the financial services division, where non-compliance could have significant adverse effects[169]. - The company has adopted a compliance manual outlining specific procedures for handling and protecting customer data, particularly in the financial services division[173]. Environmental and Social Responsibility - Environmental policies are being implemented to reduce emissions and waste, reflecting the company's commitment to environmental protection[170]. - The company is committed to energy-saving measures, such as using LED lighting and water-saving devices in its offices[179]. - The group continues to provide electronic statements to reduce paper usage, reflecting its commitment to environmental responsibility[176]. Employee and Talent Management - The company emphasizes the importance of maintaining strong relationships with employees, customers, and suppliers to achieve its business goals[160]. - The company faces intense competition in talent acquisition, particularly in the financial services division, which could negatively impact performance if key positions are not filled[168].

Market Performance - The Hang Seng Index fell by 22% during the period, from approximately 22,039 points in early April 2022 to 17,222 points by the end of September 2022[12]. - The Hang Seng Index fell from 27,472 points in January 2022 to 17,222 points by the end of September 2022, a decline of over 37%[13]. - The number of IPOs in Hong Kong decreased significantly, with only 50 companies completing IPOs from January to September 2022, compared to 94 in the same period of 2019[13]. - The healthcare sector index dropped over 66% during the year, primarily due to the implementation of a national bulk drug procurement plan in China[13]. Financial Performance - The group's revenue for the period was approximately HKD 235.7 million, a decrease of about HKD 14.1 million or 5.6% compared to the previous period's revenue of approximately HKD 249.8 million[17]. - The toy division contributed approximately HKD 230.6 million to the revenue, while the financial services division contributed approximately HKD 5.1 million, reflecting a decrease of about 3.7% and 50.3% respectively[17]. - Revenue for the six months ended September 30, 2022, was HKD 235,704,000, a decrease of 5.4% from HKD 249,796,000 in the same period of 2021[90]. - Total external revenue for the group was HKD 235,704,000, a decline of 5.6% compared to HKD 249,796,000 in the previous year[118]. - The group recorded a segment loss of HKD 8,022,000, compared to a loss of HKD 10,517,000 in the same period last year, indicating an improvement[118]. - The group’s net loss for the period was approximately HKD 16.6 million, a decrease of about HKD 0.9 million year-on-year, primarily due to an increase in gross profit from the toy segment by approximately HKD 3.0 million[28]. Cost and Expenses - The toy division faced significant challenges due to supply chain disruptions and rising raw material costs, leading to a narrowing profit margin[9]. - Inflation pressures have significantly impacted the costs of raw materials, labor, and operating expenses, prompting the company to explore cost-saving measures with subcontractors[9]. - Administrative expenses decreased by approximately HKD 2.8 million or 8.0% to about HKD 32.8 million, influenced by reduced employee costs and the absence of certain rental expenses[22]. - Financing costs increased by 22.2% to approximately HKD 6.6 million, mainly due to higher interest on convertible bonds and bank borrowings[24]. - The total employee cost for the six months ended September 30, 2022, was approximately HKD 18.9 million, a decrease from HKD 22.5 million in the previous year[52]. - The company plans to continue focusing on cost management and operational efficiency to improve financial performance in the upcoming periods[81]. Asset Management - The total assets under management in the financial services division decreased by about 25% during the period, reflecting the overall decline in the U.S. market[14]. - The group's inventory decreased by 21.3% from approximately HKD 82.8 million as of March 31, 2022, to approximately HKD 65.2 million as of September 30, 2022[30]. - The group's cash and cash equivalents increased by approximately HKD 33.4 million to about HKD 62.8 million as of September 30, 2022, compared to HKD 29.4 million as of March 31, 2022[36]. - The debt-to-equity ratio decreased to approximately 25.8% as of September 30, 2022, down from 36.5% as of March 31, 2022, due to a reduction in bank borrowings[36]. - The net asset value decreased to HKD 182,198,000 from HKD 198,710,000, reflecting a decline of about 8.3%[96]. - The company’s total liabilities decreased significantly, contributing to a stronger balance sheet position[96]. Strategic Initiatives - The company continues to maintain long-term relationships with key clients to ensure revenue stability during challenging market conditions[9]. - The group aims to expand its investment consulting and asset management business to generate stable management and advisory fee income, enhancing its core cash flow[56]. - The group anticipates challenges in the toy division due to increased logistics costs, inventory expenses, and inflationary pressures on raw materials, potentially leading to revenue contraction for the fiscal year[55]. - The group completed the acquisition of Ballas on May 3, 2022, which now operates as a wholly-owned subsidiary, focusing on corporate finance advisory services[47]. Governance and Compliance - The company has complied with all applicable code provisions under the corporate governance code during the review period, except for the separation of roles between the Chairman and CEO[64]. - The company has adopted the standard code for securities transactions by directors, and all directors have complied with the standards during the interim period[65]. - The company has disclosed the interests of directors in shares and related shares, with Mr. Liu and Ms. Li being significant shareholders[68][72]. Shareholder Information - As of September 30, 2022, the total number of shares issued by the company is 1,474,232,000, with major shareholders holding over 5% of shares including Smart Investor with 482,864,000 shares (32.75%) and Benefit Global Limited with 159,297,921 shares (10.81%)[72][73]. - Mr. Liu holds a total of 496,464,000 shares, representing 33.7% of the issued share capital, while Ms. Li holds 493,864,000 shares, representing 33.5%[68][72]. - The company has adopted a share option scheme to encourage and reward eligible participants, with a total of 10,800,000 options granted at an exercise price of HKD 1.00 per share in 2014[76]. Economic Environment - The U.S. Federal Reserve is expected to raise interest rates to a terminal rate of 5% to 5.25% by mid-2023 to combat inflation, which may lead to a recession in many countries[7]. - The company is facing a "triple whammy" in Hong Kong due to U.S. interest rate hikes, a sluggish Chinese economy, and a decline in global trade[8]. - The ongoing geopolitical tensions and inflation have catalyzed a surge in global inflation, affecting the company's operational costs[7]. - The company is committed to navigating the adverse effects of the COVID-19 pandemic and the Ukraine war on its business operations[7].

Financial Performance - The Toys Division recorded a loss during the reporting year due to challenges from the COVID-19 pandemic and rising production costs[6]. - The Financial Services Division experienced a significant decrease in bond placement commission income and underwriting service revenue, attributed to adverse market conditions[6]. - The company anticipates continued volatility in the business environment for the Toys Division in the upcoming fiscal year[7]. - The toy division reported revenue of approximately HKD 415.7 million, a decrease of 8.9% compared to the previous fiscal year, with a segment loss of HKD 14.7 million, down 467.1%[73]. - The financial services division recorded a loss of approximately HKD 65.4 million, a substantial increase of about 170.1% from HKD 24.2 million in the previous year, mainly due to goodwill impairment losses[87]. - The group's total revenue for the reporting year was approximately HKD 448.7 million, a decrease of about 7.6% from the previous year's revenue of approximately HKD 485.8 million[96]. - The net loss for the group in the reporting year was approximately HKD 94.4 million, an increase of about 164.9% compared to the previous year's net loss of approximately HKD 35.6 million[100]. - The financial performance for the reporting year is detailed in the consolidated income statement and other comprehensive income on page 47[154]. Revenue and Income Sources - Despite the challenges, the Financial Services Division made satisfactory progress in attracting investor capital through investment advisory and management services[6]. - The company expects growth in assets under advisory and management to expand returns in the Financial Services Division[7]. - Revenue from North American clients accounted for about 59.8% of the toy division's total revenue, decreasing by approximately 13.7% year-on-year[73]. - The financial services division increased revenue by approximately 11.3% to HKD 33.0 million, driven by a significant rise in investment advisory fees, which increased by approximately HKD 8.4 million or 46.1%[84]. - The revenue from the financial services segment increased by approximately HKD 3.3 million or about 11.3% compared to the previous year, partially offsetting the revenue decline in the toy segment[96]. Cost Management and Challenges - The company aims to monitor cost control strategies and secure customer orders despite pressure on gross margins[7]. - The gross profit margin for the toy division dropped significantly from approximately 9.2% in the previous year to about 5.2% in the reporting year due to rising material costs and inflationary pressures[73]. - The company implemented strict cost control measures in product production, particularly during non-peak periods and in a challenging operating environment[74]. - The company plans to continue using lean production methods and logistics simplification to manage inventory levels effectively[74]. - The company anticipates continued challenges in the next fiscal year due to ongoing global supply chain disruptions and inflationary pressures from rising raw material prices[130]. Governance and Compliance - The board of directors held four regular meetings during the reporting year, with all executive directors attending all meetings[25]. - The audit committee reviewed the consolidated financial statements for the fiscal year ending March 31, 2021, and confirmed that they were prepared in accordance with applicable accounting standards[29]. - The company has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee, each with defined responsibilities[22]. - The company has established a whistleblowing mechanism applicable to all stakeholders, allowing confidential reporting of any misconduct[43]. - The company plans to adapt its governance framework to align with updated listing rules and enhance shareholder protections[63]. Shareholder Relations and Dividends - The company emphasizes clear and transparent communication with shareholders to understand the group's performance and prospects[51]. - The company will determine future dividend payments based on profitability, cash flow, and other relevant conditions[50]. - The board recommended not to declare a final dividend for the reporting year, consistent with the previous year[154]. - The company reported a distributable reserve of approximately HKD 198.2 million as of March 31, 2022, down from HKD 291.9 million in 2021[156]. Strategic Initiatives and Acquisitions - The company recently acquired a controlling stake in a boutique financing firm to enhance its competitiveness in IPO underwriting services[7]. - The company’s subsidiary, Crosby Asia Limited, acquired a majority stake in Ballas Group Limited to enhance its financial service offerings in the new regulatory environment[82]. - A strategic acquisition of Ballas has been made to enhance the competitiveness of the underwriting business and provide comprehensive services to issuer clients[132]. - The company is collaborating with a potential IPO candidate in the real estate sector, acting as the sponsor and global coordinator for its IPO project[132]. Market Conditions and Risks - The overall business environment was affected by labor shortages in the U.S. and supply chain disruptions, particularly due to the Omicron variant's impact[68]. - The report highlights the ongoing credit crisis in the Chinese real estate sector, which has negatively impacted investor sentiment and capital market access[69]. - The company faces significant risks including market volatility, regulatory compliance, and potential disruptions from global events such as the ongoing trade tensions and the pandemic[165][172][174]. - The financial services division's performance is influenced by capital market fluctuations, which can affect asset pricing and liquidity, potentially impacting revenue[167]. Employee and Operational Insights - The total employee cost for the reporting year was approximately HKD 33.7 million, a decrease from HKD 37.1 million in the previous year[127]. - The group maintained a total of 48 employees as of March 31, 2022, unchanged from the previous year[127]. - The company emphasizes the importance of maintaining strong relationships with employees, customers, and suppliers to achieve current and long-term business goals[164]. Environmental and Data Protection Measures - The company has implemented strict environmental protection measures to comply with current laws and reduce emissions and waste[173]. - The group has implemented security measures to mitigate cybersecurity risks, including the installation of firewalls and antivirus software to protect data transmitted over the internet[177]. - The group has adopted a compliance manual outlining specific procedures for handling and protecting customer data, particularly in the financial services division[176]. - The group emphasizes the importance of customer privacy and has established procedures to ensure compliance with data protection regulations[176].

中期報 告 2021/2022 Financial Services Division Toy Division | | 頁次 | | --- | --- | | 公司資料 | 2 | | 管理層討論及分析 | 3 | | 其他資料 | 11 | | 簡明綜合財務報表 | | | －簡明綜合全面收益表 | 17 | | －簡明綜合財務狀況表 | 18 | | －簡明綜合權益變動表 | 20 | | －簡明綜合現金流量表 | 22 | | －簡明綜合財務報表附註 | 23 | 目錄 公司資料 非執行董事 李敏儀女士 獨立非執行董事 董事會 執行董事 劉浩銘先生 （執行主席） 潘栢基先生 朱允明先生 黃錦城先生 （於2021年5月1日獲委任） 梁寶榮先生 GBS, JP 陳兆榮先生 黃華安先生 董事委員會 審核委員會 陳兆榮先生 （主席） 梁寶榮先生 GBS, JP 黃華安先生 薪酬委員會 梁寶榮先生 GBS, JP（主席） 陳兆榮先生 劉浩銘先生 提名委員會 梁寶榮先生 GBS, JP（主席） 陳兆榮先生 劉浩銘先生 企業管治委員會 陳兆榮先生 （主席） 潘栢基先生 李敏儀女士 公司秘書 鄧婉貞女士 授權代表 ...