香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 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 就 因 本 公 告 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。 KINGKEY FINANCIAL INTERNATIONAL (HOLDINGS) LIMITED 京基金融國際（控股）有限公司 （於開曼群島註冊成立之有限公司） 本 公 司 董 事（「董 事」）會（「董事會」）建 議 修 訂 本 公 司 現 有 經 修 訂 及 重 列 組 織 章 程 大 綱 及 經 修 訂 及 重 列 組 織 章 程 細 則（「現有大綱及細則」），並 採 納 本 公 司 第 二 份 經 修 訂 及 重 列 組 織 章 程 大 綱 及 第 二 份 經 修 訂 及 重 列 組 織 章 程 細 則（「新大綱及 細 則」），以（其 中 包 括）(i)反 映 建 議 更 改 公 司 名 稱；及(ii)符合有關擴大無紙化上 市機制及上市發行人以電子方式發佈公司通訊的最新監管規 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 京基金融國際(控股)有限公司 呈交日期: 2025年8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) | 01468 | 說明 | | | | | | | | | | | 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 | | 0.1 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | ...

2025 環境、社會 及管治報告 目錄 京基金融國際（控股）有限公司 （於開曼群島註冊成立之有限公司） 股份代號: 1468 | 關於本報告 | 2 | | --- | --- | | 我們的ESG管治架構及董事會聲明 | 4 | | 持份者參與 | 6 | | 重要性評估 | 7 | | 我們的可持續發展方針 | 8 | | 環境 | 8 | | 社會 | 18 | | 有關本集團業務的主要適用法律及法規 | 29 | | 香港聯合交易所有限公司《環境、社會及管治報告指引》內容索引 | 31 | 二零二五年環境、社會及管治報告 1 環境、社會及管治報告 關於本報告 報告緒言 本環境、社會及管治報告（「報告」）概述京基金融國際（控股）有限公司（「京基金融國際」、「本公司」、「本集團」或 「我們」，連同其附屬公司）在環境、社會及管治（「ESG」）上的倡議、計劃及表現，並展示其在可持續發展方面的 承諾。 報告期間 本報告描述本集團於截至二零二五年三月三十一日止年度（「報告期間」、「本年度」、「二零二五年」）的ESG活動、 挑戰及所採取的措施。 報告範圍 本報告主要關注本集團在香港、中國及丹麥王國本土（「丹麥」）的 ...

Financial Performance - The group's revenue from continuing operations for the fiscal year 2025 was approximately HKD 228.3 million, a decrease of about 24.7% from HKD 303.3 million in fiscal year 2024[8]. - The annual loss from continuing operations increased from approximately HKD 11.4 million in fiscal year 2024 to about HKD 118.8 million in fiscal year 2025, primarily due to the absence of non-cash fair value gains from contingent consideration of approximately HKD 122.2 million[8]. - The net loss for the fiscal year 2025 was approximately HKD 123.5 million, significantly improved from a loss of HKD 687.4 million in 2024, with adjustments for non-cash items reducing the net loss to approximately HKD 45.2 million[39]. - The consolidated gross profit from continuing operations was approximately HKD 73.6 million with a gross margin of 32.2% in fiscal year 2025, compared to HKD 68 million and a gross margin of 22.4% in 2024, reflecting a significant improvement in operational efficiency[29]. - Other income from continuing operations decreased by approximately HKD 15.8 million to HKD 11.3 million in fiscal year 2025, down from HKD 27.1 million in 2024, mainly due to the absence of compensation from the Danish government for the mink farming business[30]. Strategic Initiatives - The group strategically utilized fundraising activities to consolidate market position and drive sustainable growth, focusing on innovation, sustainability, and international expansion[9]. - The group made significant progress in developing AI-driven applications, green finance, and digital asset services, positioning itself at the forefront of innovation in the financial services industry[9]. - The group plans to leverage its strengthened capital base and strategic international expansion to capitalize on favorable trends in the market[10]. - The group aims to expand its product offerings and customer network through strategic acquisitions and partnerships, enhancing its geographical coverage in major financial markets[11]. - The company plans to acquire 80% of Jakota Capital AG for a maximum consideration of HKD 103 million, with payment to be made through the issuance of new shares[49]. Revenue Streams - Securities brokerage commission for FY2025 was approximately HKD 3,200,000, maintaining stability compared to FY2024[14]. - Underwriting and placement income surged from approximately HKD 300,000 in FY2024 to about HKD 5,200,000 in FY2025, driven by increased participation in underwriting transactions[14]. - Interest income from margin financing services decreased from approximately HKD 24,400,000 in FY2024 to about HKD 15,200,000 in FY2025, offsetting overall revenue growth[15]. - Insurance brokerage revenue for FY2025 was approximately HKD 76,600,000, down from about HKD 89,700,000 in FY2024, while annualized first-year premiums increased to over HKD 160,000,000 from over HKD 78,000,000[18]. - The asset management segment's revenue dropped significantly from approximately HKD 14,200,000 in FY2024 to about HKD 4,400,000 in FY2025 due to the voluntary return of certain licenses[20]. Risk Management - The company is committed to prudent risk management and adapting to changing regulatory requirements to ensure financial stability[11]. - The group has established credit policies to monitor and mitigate credit risk associated with trade receivables and loans[65]. - The company focuses on credit assessment for loan applicants, evaluating collateral, background, and financial status to determine creditworthiness[142]. - The credit risk management department reviews and sets appropriate credit limits for each customer based on loan applications and internal assessments[144]. - The company’s risk management system includes identifying, assessing, and managing risks related to its business objectives, with no significant risks identified during the fiscal year[140]. Corporate Governance - The company has maintained high standards of corporate governance to enhance shareholder value and ensure transparency, accountability, and independence[75]. - The board consists of two executive directors and three independent non-executive directors, ensuring a balance of skills and experience for effective leadership and decision-making[81]. - Independent non-executive directors account for at least one-third of the board, complying with listing rules regarding independence[84]. - The company has adopted a standard code for directors' securities transactions that is at least as stringent as the requirements set out in the listing rules[78]. - The board is responsible for key financial matters, corporate strategy, and governance policies, ensuring accountability and shareholder interests[86]. Future Outlook - The outlook for the next fiscal year remains cautiously optimistic, supported by global digital transformation and the adoption of AI and blockchain technologies[10]. - The company maintains a cautious optimism regarding future prospects, driven by digital transformation and the adoption of AI and blockchain technologies[169]. - The company plans to expand its market coverage and diversify its products through strategic partnerships and acquisitions[170]. - The company emphasizes a strong capital base and enhanced operational capabilities to seize growth opportunities in securities brokerage, asset management, and lending[170]. - The company has committed to prudent risk management and adapting to changing regulatory requirements to ensure financial stability[170]. Employee and Operational Insights - The total number of employees as of March 31, 2025, is 65, down from 100 the previous year, with employee costs amounting to approximately 31,300,000 HKD[63]. - The company has not conducted any significant subsequent events after March 31, 2025, up to the report date[48]. - The company has established policies for effective communication with shareholders, including through annual general meetings[147]. - The company has not proposed any final dividends for the fiscal year 2025, consistent with the previous fiscal year[62]. - The company has not identified any contingent liabilities as of March 31, 2025[160].

Group 1 - Company, Jingji Financial International (01468.HK), announced a subscription agreement with Amber International Holding Limited to acquire shares for approximately $12 million, equivalent to about HKD 93 million [1] - The subscription price for the shares is set at $2.09 per share, which is approximately HKD 16.20 [1] - The company will subscribe to approximately 5.7416 million Class A ordinary shares, representing about 1.268% of the issuer's total issued share capital as of the announcement date [1] Group 2 - The issuer, Amber International Holding Limited, is a company registered in the Cayman Islands and headquartered in Singapore [2] - Amber International operates under the "Amber Premium" brand, providing institutional crypto financial services and solutions to global institutional investors and high-net-worth individuals [2] - The issuer is part of the Amber Group, a global digital asset financial services group established in 2017, offering digital wealth management, asset management, trading infrastructure, liquidity solutions, and advisory services [2]

Company Overview - Jingji Financial International (01468.HK) reported a closing price of HKD 0.26 per share, with a significant increase of 13.04% and a trading volume of 51.685 million shares, resulting in a turnover of HKD 13.0448 million and a price fluctuation of 17.83% [1] - The company has experienced a cumulative increase of 5.5% over the past month, but a substantial decline of 66.67% year-to-date, underperforming the Hang Seng Index by 21.26% [2] Financial Performance - For the fiscal year ending March 31, 2025, Jingji Financial International reported total revenue of HKD 211 million, a decrease of 24.73% year-on-year [2] - The company recorded a net profit attributable to shareholders of -HKD 108 million, which represents a year-on-year increase of 78.79% [2][4] - The gross profit margin stood at 32.24%, while the debt-to-asset ratio was reported at 25.77% [2] Valuation Metrics - Currently, there are no institutional investment ratings for Jingji Financial International [3] - The average price-to-earnings (P/E) ratio for the Hong Kong Stock Exchange industry classification is 3.69 times, with a median of -0.04 times. Jingji Financial International's P/E ratio is -0.64 times, ranking 20th in the industry [3] - Comparatively, other companies in the sector have P/E ratios such as Kingsoft Energy (00663.HK) at 1.33 times, Tianjin Development (00882.HK) at 4.27 times, CITIC Limited (00267.HK) at 5.31 times, Shanghai Industrial Holdings (00363.HK) at 5.37 times, and Qifu Life Services (03686.HK) at 5.79 times [3] Company Background - Jingji Financial International was established on March 31, 2011, in the Cayman Islands as an exempted public company and was listed on the GEM in August 2012. The company transitioned to the main board on March 20, 2015 [3] - The company primarily engages in fur trading, Danish mink farming, fur brokerage, securities brokerage services, wealth management services, and lending [3]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 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 會 就 本 公 告 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。 KINGKEY FINANCIAL INTERNATIONAL (HOLDINGS) LIMITED 京基金融國際（控股）有限公司 （於開曼群島註冊成立之有限公司） （股份代號 ︰01468） 截至二零二五年三月三十一日止年度之 全年業績公告 京 基 金 融 國 際（控 股）有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）呈 列 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 五 年 三 月 三 十 一 日 止 年 度 之 綜 合 業 績 連 同 二 零 二 四 年 同 期 之 比 較 數 字 如 下： 綜合損益及其他全面收益表 截至二零二五年三月三十一日止年度 | | | | | | | | | | | | | | 二零二五年 | | 二零二 ...

Group 1: Market Overview - The Hang Seng Index fell by 0.48%, down 117 points, closing at 24,357 points, while the Hang Seng Tech Index remained unchanged [1] - The early trading volume in the Hong Kong stock market reached HKD 142.1 billion [1] Group 2: Digital Currency and Stablecoins - Citic Securities highlighted the need to focus on opportunities related to stablecoins in response to the rising international dominance of digital dollars [1] - Stocks related to stablecoins saw significant gains, with Victory Securities (08540) doubling in price, China Everbright Holdings (00165) rising nearly 28%, and Yikang (09923) and Huaxing Capital Holdings (01911) both increasing by approximately 11% [1] Group 3: Sector Performance - Hong Kong Travel (00308) surged over 60% as the tourism industry continues to show positive trends, with the company increasing its tourism investments [3] - Defense and military stocks rose against the market trend, with China Shipbuilding Defense (00317) up 8.5% and AVIC (02357) increasing by 2.88%, as institutions expect a revaluation of defense assets [3] - China Molybdenum (03993) rose by 5.92% due to a new round of cobalt export bans from the Democratic Republic of Congo, which may exceed market expectations, providing strong support for cobalt prices [3] - Ocean Park (02255) increased by over 19% as Xiangyuan Holdings is set to become the new controlling shareholder, potentially leading to complementary advantages [3] Group 4: Company-Specific News - Sinopharm (01801) fell by 3.94% after announcing a 4.9% discount on a share placement, raising HKD 4.265 billion [4] - Kingkey Financial International (01468) dropped over 6% following a profit warning, expecting an annual net loss of no more than HKD 1.25 billion [5]

Revenue Performance - The group reported revenue from continuing operations of approximately HKD 140 million for the six months ended September 30, 2024, down from HKD 264.7 million in the same period last year[14]. - Total revenue for the six months ended September 30, 2024, was HKD 139,964, a decrease of 47% compared to HKD 264,666 in 2023[184]. - Revenue from the insurance brokerage business was approximately HKD 52.3 million, down from HKD 56.8 million in the previous year[16]. - The asset management segment reported revenue of HKD 13,464 million, while the technology segment generated HKD 38,541 million[173]. - Revenue from the Hong Kong market was HKD 78,653, down from HKD 86,883, a decrease of about 9%[186]. - Revenue from the People's Republic of China dropped significantly to HKD 46,191 from HKD 157,994, a decline of approximately 71%[186]. Profitability - The company recorded a profit of approximately HKD 2,400,000 for the six months ending September 30, 2024, compared to HKD 66,500,000 for the same period in 2023[36]. - The company recorded a pre-tax profit of HKD 3,208,000, a significant decrease from HKD 100,490,000 in the previous year, indicating a decline of approximately 97%[138]. - The net profit from continuing operations was HKD 2,610,000, compared to HKD 99,255,000 in the prior year, reflecting a decrease of about 97%[138]. - The total comprehensive income for the period was a loss of HKD 17,817,000, contrasting with a gain of HKD 64,940,000 in the same period last year[138]. - The company reported a loss attributable to owners of the company of HKD 10,452,000 for the six months ended September 30, 2024, compared to a profit of HKD 76,683,000 in the same period last year[147]. Segment Performance - The securities business segment recorded a profit of approximately HKD 37.5 million, an increase of about HKD 23.3 million compared to HKD 14.2 million in the previous year[15]. - The lending business generated segment revenue and profit contributions of approximately HKD 13,500,000 and HKD 14,800,000, respectively, compared to HKD 6,400,000 for both in the previous year[21]. - The insurance technology segment reported revenue of approximately HKD 38,500,000, down from HKD 72,100,000, with a segment loss of about HKD 4,600,000 compared to a loss of HKD 1,300,000 last year[27]. - The asset management business contributed total revenue of approximately HKD 2,900,000, down from HKD 8,100,000 in the previous year, with a segment profit of about HKD 200,000 compared to HKD 5,300,000 last year[20]. - The membership and activities segment was terminated, resulting in segment revenue and loss of approximately HKD 1,700,000 and HKD 4,500,000, respectively, compared to HKD 17,800,000 and HKD 43,800,000 in the previous year[25]. Financial Position - As of September 30, 2024, the company's cash and bank balances were approximately HKD 159,000,000, an increase from HKD 118,600,000 as of March 31, 2024[45]. - The company's net asset value as of September 30, 2024, was approximately HKD 556,400,000, up from HKD 405,000,000 as of March 31, 2024[45]. - The company's total liabilities due within 12 months decreased from HKD 112.8 million to HKD 108.7 million[1]. - The company's non-current liabilities due after 12 months decreased from HKD 36.8 million to HKD 19.6 million[1]. - The company's total liabilities increased to HKD 2,091,694,000 as of September 30, 2024, from HKD 1,498,583,000 as of April 10, 2023, representing an increase of approximately 39.5%[147]. Capital and Financing Activities - The company issued a total of HKD 39.2 million in corporate bonds during the reporting period, with a coupon rate of 6%[1]. - The company plans to raise approximately HKD 542.59 million through a rights issue, with a revised subscription price of HKD 0.76 per share[12]. - In March 2024, the company raised approximately HKD 91.6 million by issuing 1,525,992,613 new ordinary shares at HKD 0.060 per share, with net proceeds of about HKD 89.6 million used for debt repayment[63]. - In September 2024, the company raised approximately HKD 75.08 million by issuing 183,119,113 new ordinary shares at HKD 0.41 per share, with net proceeds of about HKD 74.12 million allocated as follows: HKD 14.82 million for AI project financing and HKD 44.48 million for business operations[64]. Employee and Operational Changes - The group had a total of 50 full-time employees as of September 30, 2024, down from 100 employees as of March 31, 2024, indicating a 50% reduction in workforce[102]. - Employee costs, including director remuneration, decreased to 15,590 thousand HKD from 19,530 thousand HKD, reflecting a reduction of approximately 20%[192]. - The company has maintained competitive salary levels and offers additional employee benefits, including provident fund contributions, insurance, and discretionary share options based on performance[102]. Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2024[106][107]. - The company has adhered to the corporate governance code, with a designated contact person ensuring compliance with board procedures and applicable laws[100]. - The company has a commitment to good corporate governance practices, as evidenced by its adherence to the relevant rules and regulations[100]. Risk Management - The company continues to face various financial risks, including market risk, credit risk, and liquidity risk[161]. - The company has established credit policies and continuously monitors credit risk associated with trade receivables and loans[91]. - The company has a low credit risk associated with receivables from brokers and clearing houses due to its dealings with reputable entities[74]. Future Outlook - The group remains optimistic about future prospects despite global economic uncertainties, focusing on identifying new investment opportunities for business diversification and sustainable development[130]. - The group is committed to maintaining operational stability while exploring potential business expansion opportunities in the Hong Kong and China markets, which have shown positive growth signals[130]. - The company plans to allocate additional resources to its securities and asset management businesses, aiming to expand these segments[136].

Financial Performance - For the six months ending September 30, 2024, the group reported segment revenues of approximately HKD 10,000,000 and HKD 2,900,000 for securities and asset management, respectively, down from HKD 15,500,000 and HKD 8,100,000 in the same period last year, totaling a decrease of approximately HKD 10,700,000[7]. - The lending business generated revenues of approximately HKD 13,500,000 for the six months ending September 30, 2024, an increase of about HKD 7,100,000 compared to HKD 6,400,000 in the same period last year, indicating a strong demand for borrowing[12]. - For the six months ending September 30, 2024, the total revenue significantly decreased to approximately HKD 139,964,000 compared to HKD 264,666,000 in the same period of 2023, representing a decline of about 47%[21]. - The insurance technology segment recorded revenue of approximately HKD 38,500,000 for the six months ending September 30, 2024, down from HKD 72,100,000 in 2023, indicating a decrease of around 47%[16]. - The network and licensing segment generated revenue of approximately HKD 7,700,000 for the six months ending September 30, 2024, compared to HKD 85,900,000 in 2023, reflecting a decline of about 91%[17]. - The pre-tax profit for the six months ending September 30, 2024, was HKD 3,208,000, a significant drop from HKD 100,490,000 in the same period of 2023[21]. - The net profit from continuing operations for the six months ending September 30, 2024, was HKD 2,610,000, down from HKD 99,255,000 in 2023, marking a decrease of approximately 97%[21]. - The company reported a total comprehensive income attributable to owners of (13,704) thousand HKD for the six months ended September 30, 2024, compared to 75,393 thousand HKD for the same period in 2023, representing a significant decline[33]. - Basic and diluted earnings per share from continuing and discontinued operations were 0.75 HKD and 0.63 HKD respectively for the six months ended September 30, 2024, down from 10.66 HKD and 13.84 HKD in the previous year[33]. Operational Challenges - The group faced significant challenges, including claims from shareholders and creditors, and is currently in a state of provisional liquidation, yet remains optimistic about future prospects[5]. - The overall economic environment remains uncertain, with geopolitical tensions and unclear U.S. Federal Reserve interest rate policies continuing to impact Hong Kong's capital markets[3]. - The group has successfully navigated a turbulent period and is optimistic about the future, despite facing significant local dynamics and international challenges[4]. - The government is expected to support long-term growth in the financial industry through enhanced regulatory frameworks and promotion of cross-border business[4]. Strategic Focus and Development - The company plans to focus on expanding its financial services, particularly in response to changes in Danish policies and the termination of related licenses[19]. - The company aims to explore potential business opportunities while maintaining operations across various sectors to ensure long-term sustainable development[18]. - The company will continue to monitor the global economic environment and assess its impact on overall financial conditions and operational performance[18]. - The company intends to allocate additional resources to its securities and asset management businesses to expand these existing segments[19]. - The group is focusing on developing a digital sales platform for the insurance business, enhancing its technology services[58]. - The group has plans for market expansion and new product development in the insurance technology sector[58]. - The group is committed to improving operational efficiency and exploring strategic acquisitions to drive growth[58]. Financial Position and Assets - Non-current assets totaled 196,849 thousand HKD as of September 30, 2024, a decrease from 223,383 thousand HKD as of March 31, 2024[35]. - Current assets increased to 769,911 thousand HKD as of September 30, 2024, compared to 643,218 thousand HKD as of March 31, 2024, driven by a rise in trade and other receivables[35]. - Current liabilities decreased to 389,358 thousand HKD as of September 30, 2024, from 421,452 thousand HKD as of March 31, 2024, indicating improved liquidity[37]. - The company's net asset value increased to 556,350 thousand HKD as of September 30, 2024, compared to 405,015 thousand HKD as of March 31, 2024[37]. - The company’s total equity attributable to owners increased to 561,545 thousand HKD as of September 30, 2024, from 406,097 thousand HKD as of March 31, 2024[37]. - The company’s cash and cash equivalents rose to 159,022 thousand HKD as of September 30, 2024, compared to 118,552 thousand HKD as of March 31, 2024, reflecting improved cash flow management[35]. - The company’s total liabilities decreased to 410,410 thousand HKD as of September 30, 2024, from 461,586 thousand HKD as of March 31, 2024, indicating a reduction in financial leverage[37]. Risk Management - The group’s financial risk factors include market risk, credit risk, and liquidity risk[47]. - The group has not experienced any significant changes in its financial risk management policies since the end of the last fiscal year[48]. - The group does not face significant interest rate risk as its income and cash flows are not heavily impacted by fluctuations in interest rates[184]. - Foreign exchange risk is considered manageable, with most transactions conducted in HKD and RMB, and the impact of currency fluctuations on overseas assets is deemed controllable[186]. - The group has no significant credit risk concentration due to providing credit to numerous clients, ensuring risk is diversified[181]. Corporate Actions - The company approved an increase in authorized share capital by 90,000,000,000 shares, raising the total authorized capital from HKD 100,000,000 to HKD 1,000,000,000, effective August 22, 2024[187]. - A share consolidation was approved, merging every 10 shares with a par value of HKD 0.01 into 1 share with a par value of HKD 0.10, effective September 2, 2024[188]. - In April 2024, the company raised approximately HKD 91,600,000 by issuing 1,525,992,613 new ordinary shares at HKD 0.060 per share, with net proceeds of about HKD 89,600,000 used for debt repayment[189]. - In September 2024, the company raised approximately HKD 75,080,000 by issuing 183,119,113 new ordinary shares at HKD 0.41 per share, with net proceeds of about HKD 74,120,000 allocated for AI project financing and operational funding[198]. - Of the September 2024 proceeds, approximately HKD 14,820,000 is designated for green energy projects, with an expected usage timeline by March 31, 2025[197].