[Company Information](index=3&type=section&id=Company%20Information) The report provides core company information including basic registration details, board and committee member lists, principal office addresses, share registrars, principal bankers, and auditors - The report provides core company information including basic registration details, board and committee member lists, principal office addresses, share registrars, principal bankers, and auditors[396](index=396&type=chunk) [Financial Summary](index=4&type=section&id=Financial%20Summary) Presents key financial performance and position metrics over five fiscal years, including revenue, profit/loss, EPS, total assets, liabilities, and net assets | Metric | 2024 (Thousand HKD) | 2023 (Thousand HKD) | 2022 (Thousand HKD) | 2021 (Thousand HKD) | 2020 (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Revenue | 94,173 | 46,873 | 78,145 | 108,152 | 105,254 | | Loss/(Profit) before income tax | (4,323) | (21,551) | (698) | 18,463 | 22,172 | | Loss/(Profit) for the year | (4,229) | (22,784) | (3,534) | 15,974 | 14,150 | | Basic loss/(earnings) per share | (1.0 HK cents) | (5.6 HK cents) | (0.8 HK cents) | 4.0 HK cents | 3.9 HK cents | | **Assets and Liabilities** | | | | | | | Total assets | 231,369 | 261,583 | 314,017 | 343,866 | 347,581 | | Total liabilities | 97,615 | 113,451 | 143,505 | 170,215 | 172,948 | | Net assets | 133,754 | 148,132 | 170,512 | 173,651 | 174,633 | [Chairman's Statement](index=5&type=section&id=Chairman%27s%20Statement) The Chairman noted that despite the challenging Hong Kong capital market in FY2024 due to macroeconomic volatility and high interest rates, leading to a group loss, the market shows signs of recovery, and the company remains optimistic about the Hong Kong capital market's prospects, especially new opportunities from GEM listing reforms and virtual assets, aiming to diversify revenue and create long-term shareholder value - The Chairman noted that despite the challenging Hong Kong capital market in **FY2024** due to macroeconomic volatility and high interest rates, leading to a group loss, the market shows signs of recovery, and the company remains optimistic about the Hong Kong capital market's prospects, especially new opportunities from GEM listing reforms and virtual assets, aiming to diversify revenue and create long-term shareholder value[4](index=4&type=chunk)[369](index=369&type=chunk)[373](index=373&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) Provides a comprehensive review of the Group's operational and financial performance, liquidity, significant investments, and future outlook for the fiscal year [Business Review](index=7&type=section&id=Business%20Review) In FY2024, the company's total revenue doubled, primarily driven by a significant increase in corporate finance advisory service income and a turnaround from loss to profit in investment funds, with corporate finance advisory remaining the core driver, accounting for 64.0% of total revenue; however, securities and financing services revenue declined due to reduced market trading and margin loan scale, while asset management scale significantly shrank, but investment funds improved, recording positive returns | Business Segment | FY2024 Revenue (Million HKD) | FY2023 Revenue (Million HKD) | Y-o-Y Change | Share of Total Revenue (FY2024) | | :--- | :--- | :--- | :--- | :--- | | Corporate Finance Advisory Services | 60.3 | 37.1 | +62.7% | 64.0% | | Securities and Financing Services | 19.7 | 29.0 | -32.1% | 20.9% | | Asset Management Services and Investment | 14.2 | (19.2) | turnaround from loss to profit | 15.1% | [Corporate Finance Advisory Services](index=7&type=section&id=Corporate%20Finance%20Advisory%20Services) This fiscal year, corporate finance advisory service revenue significantly increased by 62.7% year-on-year to HK$60.3 million, primarily driven by growth in financial and independent financial advisory services, with financial advisory projects contributing significantly despite a decrease in IPO sponsorship and compliance advisory projects and revenue | Service Type | FY2024 Revenue (Million HKD) | FY2023 Revenue (Million HKD) | FY2024 Projects | FY2023 Projects | | :--- | :--- | :--- | :--- | :--- | | IPO Sponsorship | 7.9 | 11.1 | 7 | 10 | | Financial and Independent Financial Advisory | 51.5 | 23.7 | 83 | 119 | | Compliance Advisory | 0.9 | 2.3 | 4 | 11 | [Securities and Financing Services](index=8&type=section&id=Securities%20and%20Financing%20Services) Affected by market conditions, securities and financing services performed weakly, with placing and underwriting revenue decreasing to HK$1.9 million due to smaller average transaction sizes, securities trading and brokerage revenue slightly declining to HK$6.7 million, and margin financing scale shrinking, with total outstanding balances falling to HK$85.4 million and interest income decreasing to HK$11.1 million - Total outstanding margin loan balances decreased from last year's **HK$127.7 million** to **HK$85.4 million**[18](index=18&type=chunk) - Placing and underwriting business revenue was approximately **HK$1.9 million** (2023: approximately **HK$5.9 million**), primarily due to a decrease in the average transaction size per project[410](index=410&type=chunk) [Asset Management Services](index=9&type=section&id=Asset%20Management%20Services) This fiscal year, assets under management significantly decreased, with the net asset value of funds under management and/or investment advisory falling to approximately US$4.5 million as of March 31, 2024 (compared to US$32.1 million last year); despite the reduction in scale, investment funds improved, recording a positive return of HK$9.3 million, a turnaround from a loss of HK$19.6 million in the prior year - The net asset value of funds under management and/or investment advisory decreased to approximately **US$4.5 million** (equivalent to approximately **HK$34.7 million**) as of March 31, 2024, compared to approximately **US$32.1 million** (equivalent to approximately **HK$250.7 million**) in the prior year[8](index=8&type=chunk)[385](index=385&type=chunk) - Investment fund income was approximately **HK$9.3 million**, a **turnaround from loss to profit** compared to a loss of **HK$19.6 million** in the prior year, primarily due to improved performance of investment funds during the fiscal year[19](index=19&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) This fiscal year, the Group's total revenue increased by 100.9% year-on-year to HK$94.2 million; however, increased staff costs by 26.7% and a significant rise in expected credit loss provisions for trade receivables pressured profits, though reduced finance costs and core business growth narrowed the loss attributable to owners from HK$22.7 million to HK$4.0 million | Financial Metric | FY2024 (Million HKD) | FY2023 (Million HKD) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Revenue | 94.2 | 46.9 | +100.9% | | Staff Costs | 54.5 | 43.0 | +26.7% | | Expected Credit Loss on Trade Receivables | 11.2 | 2.6 | +330.8% | | Finance Costs | 1.9 | 4.0 | -52.5% | | Loss Attributable to Owners of the Company | (4.0) | (22.7) | loss narrowed | [Liquidity, Financial Resources and Capital Structure](index=11&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2024, the Group's financial position remained robust, with net current assets of approximately HK$125.0 million and a current ratio of 2.3 times, both at healthy levels; total debt decreased to HK$33.0 million, and the gearing ratio improved from 27.5% to 24.7%, with working capital primarily sourced from operating cash flow, bank borrowings, and capital payments | Metric | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Net Current Assets (Million HKD) | 125.0 | 135.8 | | Current Ratio (times) | 2.3 | 2.2 | | Total Cash and Bank Balances (Million HKD) | 51.3 | 31.0 | | Total Debt (Million HKD) | 33.0 | 40.7 | | Gearing Ratio (%) | 24.7 | 27.5 | [Significant Investments](index=12&type=section&id=Significant%20Investments) The Group's primary significant investment is Lego Vision Fund SP (LVF), a fund it manages; as of March 31, 2024, the Group held approximately 48.73% of LVF's non-voting shares, valued at approximately HK$16.9 million, representing 7.4% of the Group's total assets, with the fund performing well this fiscal year, increasing its NAV per share by approximately 25.7% - The Group holds **28,807,172** non-voting shares in LVF, representing approximately **48.73%** of the total, valued at approximately **HK$16.9 million**[28](index=28&type=chunk) - LVF's net asset value per share increased from **US$59.9** to **US$75.3**, representing an overall return of approximately **25.7%**[28](index=28&type=chunk) [Prospects and Outlook](index=13&type=section&id=Prospects%20and%20Outlook) Looking ahead, management anticipates a gradual but bumpy global and local economic recovery, facing challenges such as high interest rates and geopolitical tensions; the Group will maintain a prudent risk management strategy while actively expanding markets, seeking new opportunities in mainland China, Singapore, and globally, particularly in virtual assets and ESG, aiming to solidify its reputation as an integrated financial services platform and broaden its client base and revenue streams - The Group will enhance its marketing efforts to seek new business opportunities in Hong Kong, China, Singapore, and globally[31](index=31&type=chunk) - The Group will evaluate new opportunities arising from virtual asset centers and ESG developments, and formulate business strategies compliant with the latest regulatory requirements[31](index=31&type=chunk) - Due to market uncertainties, clients' fundraising and M&A decisions may be affected, potentially leading to reduced or delayed demand for the Group's services[57](index=57&type=chunk) [Directors and Senior Management](index=13&type=section&id=Directors%20and%20Senior%20Management) The report details the biographies of executive directors, independent non-executive directors, and senior management, including their age, tenure, professional qualifications, industry experience, and primary responsibilities within the Group, highlighting the core management team's extensive experience in finance, investment banking, accounting, and legal fields - The report details the biographies of executive directors, independent non-executive directors, and senior management, including their age, tenure, professional qualifications, industry experience, and primary responsibilities within the Group, highlighting the core management team's extensive experience in finance, investment banking, accounting, and legal fields[32](index=32&type=chunk)[63](index=63&type=chunk)[67](index=67&type=chunk) [Directors' Report](index=19&type=section&id=Directors%27%20Report) Details the Board's activities, dividend policy, use of listing proceeds, major customer analysis, directors' share interests, and share option schemes [Dividends](index=20&type=section&id=Dividends) The Board has resolved not to declare any final dividend for the year ended March 31, 2024, consistent with the previous year - The Board resolved not to declare a final dividend for the year ended March 31, 2024 (2023: **nil**)[72](index=72&type=chunk) [Use of Net Proceeds from Listing](index=21&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) As of March 31, 2024, the entire net proceeds of approximately HK$99.1 million raised from the company's 2019 listing have been fully utilized as stated in the prospectus and subsequent announcements, primarily for increasing the underwriting business capital base, expanding the team, investing in new funds, and supplementing working capital - The net proceeds from the listing, approximately **HK$99.1 million**, have been fully utilized, with **HK$56.3 million** allocated to increasing the capital base for underwriting business[92](index=92&type=chunk)[442](index=442&type=chunk) [Major Customers](index=22&type=section&id=Major%20Customers) This fiscal year, the Group's customer concentration decreased, with the top five customers collectively contributing 37.0% of total revenue, down from 43.3% in the previous year, while the largest single customer's contribution increased from 16.5% to 18.3% - The top five customers accounted for **37.0%** of total revenue (2023: **43.3%**)[76](index=76&type=chunk) - The largest single customer accounted for **18.3%** of total revenue (2023: **16.5%**)[76](index=76&type=chunk) [Directors' Interests in Shares](index=26&type=section&id=Directors%27%20Interests%20in%20Shares) The report discloses the interests of directors and chief executives in the company's shares; Mr. Mui Ho Cheung, Chairman and CEO, holds approximately 76.44% of the company's shares through controlled corporations and beneficial ownership, making him the controlling shareholder, while other executive directors also hold minor interests through share option schemes | Director Name | Capacity/Nature of Interest | Number of Shares Interested | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Mui Ho Cheung | Controlled Corporation Interest | 299,492,188 (L) | 73.77% | | | Beneficial Owner | 10,858,070 (L) | 2.67% | | Mr. Liu Tsz Wai | Beneficial Owner | 1,039,298 (L) | 0.26% | | Mr. Ng Siu Hin | Beneficial Owner | 1,039,298 (L) | 0.26% | | Ms. Ho Sze Man | Beneficial Owner | 1,039,298 (L) | 0.26% | | Mr. Tang Chun Fai | Beneficial Owner | 389,737 (L) | 0.10% | [Share Option Schemes](index=29&type=section&id=Share%20Option%20Schemes) The company has both pre-IPO and post-IPO share option schemes; the report details the terms, grants, exercise prices, and changes in unexercised options held by directors and employees for both schemes, with approximately 8.08 million options unexercised under the pre-IPO scheme and 8 million under the post-IPO scheme at fiscal year-end, and no options exercised during the fiscal year - Pre-IPO Share Option Scheme: As of March 31, 2024, **8,080,540** share options remained unexercised, with an exercise price of **HK$0.6** per share[156](index=156&type=chunk)[183](index=183&type=chunk) - Post-IPO Share Option Scheme: As of March 31, 2024, **8,000,000** share options remained unexercised, held by Chairman Mr. Mui Ho Cheung[1015](index=1015&type=chunk) - No share options were exercised under either share option scheme during the fiscal year[158](index=158&type=chunk)[197](index=197&type=chunk) [Corporate Governance Report](index=38&type=section&id=Corporate%20Governance%20Report) Outlines the Group's corporate governance framework, including board structure, committee functions, risk management, and internal control systems [Board of Directors](index=39&type=section&id=Board%20of%20Directors) The Board of Directors comprises five executive directors and three independent non-executive directors, meeting listing rule requirements for independent non-executive director numbers and professional qualifications; during the reporting period, the Board held five meetings with 100% attendance, demonstrating high engagement, and the company has adopted a board diversity policy, committed to enhancing diversity in gender and professional background among board members - The Board of Directors comprises **eight** directors, including five executive directors and **three independent non-executive directors**[275](index=275&type=chunk) - During the fiscal year, the Board held **five** meetings, with **100%** attendance from all directors[103](index=103&type=chunk) [Board Committees](index=45&type=section&id=Board%20Committees) The Board has three committees: Audit, Nomination, and Remuneration, all led by independent non-executive directors; the Audit Committee oversees financial reporting and internal controls, the Nomination Committee reviews board structure and nominates directors, and the Remuneration Committee sets compensation policies, with all committees holding meetings and fulfilling their duties during the reporting period, achieving 100% attendance - The Audit Committee, composed of **three independent non-executive directors**, held **four** meetings during the year, reviewing financial results, internal control systems, and considering the reappointment of external auditors[83](index=83&type=chunk)[44](index=44&type=chunk) - The Nomination Committee, comprising one executive director and **three independent non-executive directors**, held **one** meeting during the year, reviewing the Board's structure, size, and diversity[46](index=46&type=chunk)[47](index=47&type=chunk) - The Remuneration Committee, composed of **three independent non-executive directors**, held **five** meetings during the year, reviewing the remuneration of directors and senior management and the company's remuneration policy[306](index=306&type=chunk)[291](index=291&type=chunk)[309](index=309&type=chunk) [Risk Management and Internal Control](index=50&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for maintaining sound and effective internal control and risk management systems; this fiscal year, the company engaged an independent consulting firm to review the system's effectiveness, and both the Board and Audit Committee deem the Group's risk management and internal control systems effective and adequate, with no significant internal control deficiencies, and the company has also established an anti-corruption policy and whistleblowing mechanism - The Board is responsible for maintaining sound and effective internal control and risk management systems, and monitors them annually[293](index=293&type=chunk) - During the fiscal year, the company engaged an independent consulting firm to review the effectiveness of its risk management and internal control systems, which the Board deemed effective and adequate[312](index=312&type=chunk) [Environmental, Social and Governance Report](index=52&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) Presents the Group's commitment and performance in environmental protection, social responsibility, and governance, including ESG structure, environmental metrics, and social initiatives [ESG Governance Structure](index=54&type=section&id=ESG%20Governance%20Structure) The Board holds overall responsibility for the Group's sustainable development governance, overseeing ESG matters, risks, and performance targets related to operations; the company has assigned designated personnel from various functional departments to systematically manage ESG matters and report to the Board, ensuring effective implementation of risk management and internal control systems - The Board is fully responsible for the Group's sustainable development governance and oversees the potential impacts and risks of ESG matters[323](index=323&type=chunk) - The Group has assigned employees from various functional departments to systematically manage ESG matters and report to the Board[351](index=351&type=chunk) [Environmental Aspects](index=57&type=section&id=Environmental%20Aspects) In environmental protection, the Group is committed to reducing its operational impact; this fiscal year, total greenhouse gas emissions decreased, but due to business normalization, exhaust gas emissions and non-hazardous waste (office paper) generation increased; the Group has developed a five-year emission reduction and energy saving plan and implemented various energy-saving and waste reduction measures | Environmental Performance Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Greenhouse Gas Emissions (Scope 1 & 2) | tonnes of CO2e | 48.15 | 56.00 | | Total Non-Hazardous Waste (Paper) | tonnes | 0.65 | 0.31 | | Total Energy Consumption | MWh | 90.81 | 98.61 | [Social Aspects](index=61&type=section&id=Social%20Aspects) In social responsibility, the Group prioritizes employee well-being, health and safety, development training, and labor standards, and is committed to supply chain and product responsibility; this fiscal year, total employees slightly decreased to 42, with a balanced gender ratio, and employee turnover significantly declined, with all employees receiving training and average training hours per employee increasing; the Group maintains a zero-tolerance stance on corruption and provided anti-corruption training to all directors and employees | Social Performance Indicator | Unit | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Total Employees | persons | 42 | 45 | | Employee Turnover Rate | % | 19.57 | 27.59 | | Percentage of Employees Trained | % | 100.00 | 100.00 | | Average Training Hours per Employee | hours | 10.22 | 7.71 | - During the fiscal year, all directors and employees of the Group each received approximately **one hour** of anti-corruption training[526](index=526&type=chunk) [Independent Auditor's Report](index=77&type=section&id=Independent%20Auditor%27s%20Report) Contains the independent auditor's opinion on the consolidated financial statements and highlights key audit matters related to significant management judgments [Audit Opinion](index=78&type=section&id=Audit%20Opinion) BDO Limited, the auditor, issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2024, stating that they present a true and fair view of the Group's financial position, performance, and cash flows in accordance with Hong Kong Financial Reporting Standards and are properly prepared in compliance with the Hong Kong Companies Ordinance - The auditor believes that the consolidated financial statements truly and fairly reflect the Group's consolidated financial position and its consolidated financial performance and consolidated cash flows for the year ended on that date, in accordance with Hong Kong Financial Reporting Standards[546](index=546&type=chunk) [Key Audit Matters](index=78&type=section&id=Key%20Audit%20Matters) The auditor identified two impairment assessments of trade receivables as key audit matters due to significant management judgment and estimation involved, specifically: (1) impairment assessment of trade receivables from corporate advisory and other services; and (2) impairment assessment of trade receivables from securities margin financing services, for which the auditor performed procedures including evaluating impairment models, testing aging accuracy, checking collateral values, and post-period settlements - Key Audit Matter One: Impairment assessment of trade receivables from corporate advisory and other services, which requires significant judgment in assessing recoverability, involving service records, credit records, and estimated future cash flows[597](index=597&type=chunk)[576](index=576&type=chunk) - Key Audit Matter Two: Impairment assessment of trade receivables from securities margin financing services, which requires significant judgment in assessing recoverability, involving financing records, credit records, relevant securities values, and estimated future cash flows[600](index=600&type=chunk)[579](index=579&type=chunk) [Consolidated Financial Statements](index=83&type=section&id=Consolidated%20Financial%20Statements) Presents the Group's comprehensive financial statements, including the statement of profit or loss, financial position, and cash flows for the fiscal year [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=83&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group recorded total revenue of HK$94.2 million, a significant increase from HK$46.9 million last year; despite increased staff costs and other expenses, the loss before income tax narrowed from HK$21.6 million to HK$4.3 million due to core business growth, with the loss for the year ultimately improving significantly from HK$22.8 million to HK$4.2 million | Item (Thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | 94,173 | 46,873 | | Loss before income tax | (4,323) | (21,551) | | Loss for the year | (4,229) | (22,784) | | Loss for the year attributable to owners of the Company | (3,987) | (22,684) | [Consolidated Statement of Financial Position](index=85&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were HK$231.4 million, total liabilities HK$97.6 million, and net assets HK$133.8 million; compared to the prior year, both total assets and liabilities decreased, and net assets also reduced from HK$148.1 million, primarily reflecting the loss for the year, with key assets including trade receivables (HK$100.3 million) and cash and equivalents (HK$41.3 million) | Item (Thousand HKD) | As of March 31, 2024 | As of March 31, 2023 | | :--- | :--- | :--- | | Total Assets | 231,369 | 261,583 | | Total Liabilities | 97,615 | 113,209 | | **Net Assets** | **133,754** | **148,132** | | Trade Receivables | 100,280 | 137,607 | | Cash and Cash Equivalents | 41,273 | 21,038 | | Bank Borrowings | 24,639 | 24,788 | [Consolidated Statement of Cash Flows](index=89&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group generated a net cash inflow of HK$42.3 million from operating activities, a significant improvement from last year's net outflow of HK$12.6 million, primarily due to working capital changes (especially reduced trade receivables); net cash outflow from investing activities was HK$1.4 million, and from financing activities was HK$20.7 million, mainly for dividend payments and lease liability repayments, with cash and cash equivalents increasing to HK$41.3 million at year-end | Item (Thousand HKD) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 42,330 | (12,573) | | Net cash used in investing activities | (1,350) | – | | Net cash used in financing activities | (20,745) | (13,420) | | **Net increase/(decrease) in cash and cash equivalents** | **20,235** | **(25,993)** | | Cash and cash equivalents at end of year | 41,273 | 21,038 |

[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) The company's total revenue doubled in FY2024, significantly narrowing its net loss and improving per-share loss Financial Performance Summary for the Year Ended March 31, 2024 | Metric | 2024 (HKD thousands) | 2023 (HKD thousands) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | 94,173 | 46,873 | +100.9% | | **Loss Before Income Tax** | (4,323) | (21,551) | Loss narrowed by 79.9% | | **Loss for the Year** | (4,229) | (22,784) | Loss narrowed by 81.4% | | **Basic and Diluted Loss Per Share** | (1.0 HK cents) | (5.6 HK cents) | Loss narrowed by 82.1% | | **Net Assets** | 133,754 | 148,132 | -9.7% | | **Total Assets** | 231,369 | 261,583 | -11.5% | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's consolidated financial statements, including income, balance sheet, and detailed notes on accounting policies and key financial items [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2024, the company's total revenue grew by 100.9% to HKD 94.173 million, primarily driven by corporate finance advisory services and a positive shift in fair value financial asset gains, significantly narrowing the loss for the year to HKD 4.229 million Key Items from Consolidated Statement of Profit or Loss (For the Year Ended March 31) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | **Total Revenue** | **94,173** | **46,873** | | Corporate Finance Advisory Services | 60,275 | 37,056 | | Securities and Underwriting Services | 8,531 | 13,599 | | Interest Income from Margin Financing Services | 11,127 | 15,404 | | Asset Management Services | 4,932 | 420 | | Net Gains/(Losses) from Financial Assets at Fair Value Through Profit or Loss | 9,308 | (19,606) | | Staff Costs | (54,494) | (43,047) | | Expected Credit Losses on Trade Receivables | (11,167) | (2,583) | | **Loss Before Income Tax** | **(4,323)** | **(21,551)** | | **Loss for the Year** | **(4,229)** | **(22,784)** | - Loss for the year attributable to owners of the company significantly decreased to **HKD 3.987 million** from **HKD 22.684 million** in the prior year[6](index=6&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets decreased to HKD 231 million from HKD 262 million, mainly due to reduced trade receivables, with net assets at HKD 134 million and net current assets at HKD 125 million indicating stable short-term solvency Key Items from Consolidated Statement of Financial Position (As of March 31) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | **Non-current Assets** | 8,946 | 12,543 | | **Current Assets** | 222,423 | 249,040 | | Trade Receivables | 100,280 | 137,607 | | Cash and Cash Equivalents | 41,273 | 21,038 | | **Current Liabilities** | 97,418 | 113,209 | | Trade Payables | 43,929 | 57,101 | | **Net Current Assets** | **125,005** | **135,831** | | **Net Assets** | **133,754** | **148,132** | | **Total Equity** | **133,754** | **148,132** | [Notes to the Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) These notes detail the company's accounting policies, composition, and changes in financial data, covering revenue recognition, major clients, trade receivables, impairment, and post-balance sheet events like share option grants [General Information and Accounting Policies](index=6&type=section&id=2.%20Accounting%20Policy%20Changes) This section outlines the company's core businesses, including corporate finance advisory, securities and underwriting, margin financing, and asset management, noting that new accounting standards adopted this fiscal year had no significant impact on financial position - The Group primarily engages in **corporate finance advisory services**, **securities and underwriting services**, **margin financing services**, and **asset management services**[11](index=11&type=chunk) - New or revised Hong Kong Financial Reporting Standards first applied for the annual reporting period beginning April 1, 2023, had **no significant impact** on the Group's results or financial position for the current or prior period[13](index=13&type=chunk) [Revenue and Segment Information](index=8&type=section&id=3.%20Revenue%20and%20Segment%20Information) Total revenue for FY2024 was HKD 94.173 million, with HKD 73.738 million from customer contracts; corporate finance advisory services were the largest contributor at HKD 60.275 million, growing 62.7% year-over-year, and a single largest client contributed 18.3% of total revenue Revenue Classification (For the Year Ended March 31) | Revenue Source | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | **Revenue from Contracts with Customers** | **73,738** | **51,075** | | Corporate Finance Advisory Services | 60,275 | 37,056 | | Securities and Underwriting Services | 8,531 | 13,599 | | Asset Management Services | 4,932 | 420 | | **Revenue from Other Sources** | **20,435** | **(4,202)** | | Interest Income from Margin Financing Services | 11,127 | 15,404 | | Net Gains/(Losses) from Financial Assets at Fair Value Through Profit or Loss | 9,308 | (19,606) | | **Total** | **94,173** | **46,873** | - In FY2024, Client A contributed **HKD 17.248 million** in revenue, accounting for **18.3%** of total revenue[25](index=25&type=chunk) [Other Income and Expenses](index=13&type=section&id=4.%20Other%20Income%20and%20Net%20Gains%20or%20Losses) This fiscal year, net other income and gains or losses were negative HKD 2.204 million, a significant shift from HKD 15.748 million gain last year, primarily due to a swing in share of results of a consolidated investment fund from gain to loss, while staff costs rose 26.7% to HKD 54.494 million and finance costs decreased 51.8% to HKD 1.949 million - Net other income and gains or losses shifted from a **HKD 15.748 million** gain in the prior year to a **HKD 2.204 million** loss this year, mainly due to the share of results of a consolidated investment fund attributable to other redeemable participating shareholders turning from a **HKD 15.938 million** gain to a **HKD 3.544 million** loss[37](index=37&type=chunk) - Total staff costs increased by **26.6%** from **HKD 43.047 million** to **HKD 54.494 million**[38](index=38&type=chunk) - Finance costs decreased by **51.8%** from **HKD 4.046 million** to **HKD 1.949 million**[39](index=39&type=chunk) [Income Tax and Loss Per Share](index=14&type=section&id=7.%20Income%20Tax%20(Credit)%20or%20Expense) In FY2024, the company recorded an income tax credit of HKD 0.094 million, a shift from a HKD 1.233 million tax expense last year, and basic and diluted loss per share narrowed significantly from 5.6 HK cents to 1.0 HK cents - Basic and diluted loss per share significantly narrowed to **1.0 HK cents** from **5.6 HK cents** last year[6](index=6&type=chunk)[45](index=45&type=chunk) - As of March 31, 2024, the Group had unutilized tax losses of approximately **HKD 12.889 million**, for which no deferred tax asset was recognized due to the unlikelihood of future taxable profits[42](index=42&type=chunk) [Trade and Other Receivables and Payables](index=16&type=section&id=10.%20Trade%20Receivables) As of March 31, 2024, total trade receivables decreased by 27.3% to HKD 100 million from HKD 138 million, with HKD 85.421 million from securities margin financing services, and impairment losses on trade receivables significantly increased to HKD 11.167 million during the year Composition of Trade Receivables (As of March 31) | Item | 2024 (HKD thousands) | 2023 (HKD thousands) | | :--- | :--- | :--- | | Securities Margin Financing Services | 85,421 | 127,712 | | Securities Trading and Brokerage Services from Clearing Houses | 6,788 | – | | Corporate Advisory and Other Services | 4,636 | 9,470 | | **Total** | **100,280** | **137,607** | - Impairment losses on trade receivables recognized during the year significantly increased to **HKD 11.167 million** from **HKD 2.583 million** last year[51](index=51&type=chunk) [Events After the Reporting Period](index=18&type=section&id=13.%20Events%20After%20the%20Reporting%20Period) On April 23, 2024, the company granted a total of 6.8 million share options to eight directors, with an exercise price of HKD 0.136 per share and a ten-year validity period - On April 23, 2024, a total of **6,800,000 share options** were granted to eight directors, with an exercise price of **HKD 0.136 per share**[55](index=55&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's operational and financial performance, market conditions, and future outlook, highlighting key drivers and strategic initiatives [Business Review](index=19&type=section&id=Business%20Review) During the reporting period, despite challenging market conditions, the company's core corporate finance advisory services revenue grew significantly by 62.7%, becoming the primary driver, while securities and financing services revenue declined, and asset management scale decreased, but investment fund performance shifted from loss to gain [Market Review](index=19&type=section&id=Market%20Review) In FY2024, the Hong Kong financial market faced multiple challenges including post-pandemic effects, supply chain disruptions, inflation, and geopolitical instability, leading to an overall decline in the Hang Seng Index, though market sentiment improved towards year-end due to China's economic stimulus - The Hang Seng Index declined from **20,400.11 points** on March 31, 2023, but recovered to **16,541.42 points** on March 28, 2024, demonstrating market resilience[61](index=61&type=chunk) [Corporate Finance Advisory Services](index=20&type=section&id=Corporate%20Finance%20Advisory%20Services) Corporate finance advisory services revenue significantly increased by 62.7% year-over-year to HKD 60.3 million, primarily driven by strong growth in financial and independent financial advisory services, indicating improved revenue quality despite a reduction in total projects from 140 to 94 Corporate Finance Advisory Services Revenue Breakdown | Service Type | 2024 (HKD millions) | 2023 (HKD millions) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | IPO Sponsorship Services | 7.9 | 11.1 | -28.8% | | Financial and Independent Financial Advisory Services | 51.5 | 23.7 | +117.3% | | Compliance Advisory Services | 0.9 | 2.3 | -60.9% | | **Total** | **60.3** | **37.1** | **+62.7%** | [Securities and Financing Services](index=22&type=section&id=Securities%20and%20Financing%20Services) Revenue from securities and financing services declined due to reduced market trading activity and smaller average placement project sizes, with margin loan balances decreasing from HKD 128 million to HKD 85.4 million, leading to a corresponding reduction in interest income - Revenue from placing and underwriting business was approximately **HKD 1.9 million**, a **67.8% year-over-year decrease** (2023: HKD 5.9 million)[71](index=71&type=chunk) - Total outstanding margin loan balances were approximately **HKD 85.4 million**, a **33.1% year-over-year decrease** (2023: HKD 127.7 million)[72](index=72&type=chunk) [Asset Management Services and Investment Funds](index=22&type=section&id=Asset%20Management%20Services%20and%20Investment%20Funds) Assets Under Management (AUM) significantly decreased to USD 4.5 million, yet asset management service fee income increased from HKD 0.4 million to HKD 4.9 million, while investment fund performance notably improved, recording a HKD 9.3 million gain compared to a HKD 19.6 million loss in the prior year - Investment funds shifted from a **HKD 19.6 million loss** last year to a **HKD 9.3 million gain** this fiscal year, primarily due to improved investment performance[73](index=73&type=chunk) - As of March 31, 2024, the net asset value of funds under management and/or investment advisory was approximately **USD 4.5 million**, a significant decrease from **USD 32.1 million** in the prior year[73](index=73&type=chunk) [Financial Review](index=23&type=section&id=Financial%20Review) Total revenue increased by 100.9% year-over-year to HKD 94.2 million, driven primarily by corporate finance advisory services and investment fund gains, while staff costs rose 26.7% due to increased discretionary bonuses, and expected credit loss provisions increased, resulting in a significant narrowing of loss attributable to owners from HKD 22.7 million to HKD 4 million - Total revenue increased by **100.9%** year-over-year to **HKD 94.2 million**[75](index=75&type=chunk) - Staff costs increased by **26.7%** year-over-year to **HKD 54.5 million**, primarily due to increased discretionary bonuses[78](index=78&type=chunk) - Expected credit loss provisions for trade receivables increased to **HKD 11.2 million** (2023: HKD 2.6 million)[80](index=80&type=chunk) - Loss attributable to owners of the company significantly narrowed to **HKD 4 million** (2023: HKD 22.7 million loss)[85](index=85&type=chunk) [Liquidity and Capital Structure](index=25&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of March 31, 2024, the Group maintained a robust financial position with a current ratio of 2.3 times and total cash and bank balances of HKD 51.3 million, while total debt decreased to HKD 33 million, and the gearing ratio improved from 27.5% to 24.7% Liquidity and Capital Structure Metrics (As of March 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Net Current Assets | HKD 125 million | HKD 136 million | | Current Ratio | 2.3 times | 2.2 times | | Total Cash and Bank Balances | HKD 51.3 million | HKD 31 million | | Total Debt | HKD 33 million | HKD 40.7 million | | Gearing Ratio | 24.7% | 27.5% | [Risk Management and Human Resources](index=26&type=section&id=Risk%20Management) The Group has no significant foreign exchange exposure, capital commitments, or contingent liabilities, employing 42 staff as of March 31, 2024, with a risk management objective to balance risk and return within acceptable limits - As of March 31, 2024, the Group employed **42 staff**, a slight decrease from **45** in the prior year[93](index=93&type=chunk) - The Group's majority of revenue is denominated in **HKD and USD**, resulting in **insignificant foreign exchange risk**[91](index=91&type=chunk) [Significant Investments and Future Plans](index=26&type=section&id=Significant%20Investments%20Held%20by%20the%20Group) The Group's primary significant investment is a USD 3 million seed fund in Lego Vision Fund SP (LVF), valued at approximately HKD 16.9 million as of March 31, 2024, representing 7.4% of total assets, with fund managers optimistic about long-term AI revolution investment opportunities - The Group holds an investment in Lego Vision Fund SP (LVF), valued at approximately **HKD 16.9 million** as of March 31, 2024, representing **7.4% of total assets**[96](index=96&type=chunk)[98](index=98&type=chunk) - The LVF fund's annual return on net asset value per share was approximately **25.7%**[98](index=98&type=chunk) - Fund managers believe the **Artificial Intelligence (AI) revolution** will be a primary driver of economic growth and a clear investment opportunity in the coming years[99](index=99&type=chunk) [Prospects and Outlook](index=28&type=section&id=Prospects%20and%20Outlook) Looking ahead, despite uncertain global economic prospects, the Group will leverage its diversified business portfolio to actively pursue opportunities in resumption and restructuring projects, maintain prudent risk management, seek new ventures in China, Singapore, and globally, and explore emerging areas like virtual assets and ESG - Facing uncertain market prospects, the Group will actively seek business opportunities in **resumption and restructuring projects**[105](index=105&type=chunk) - The Group plans to enhance marketing efforts, seek new business opportunities in China, Singapore, and globally beyond Hong Kong, and evaluate emerging areas such as **virtual assets** and **ESG**[106](index=106&type=chunk) [Other Disclosures](index=29&type=section&id=Other%20Disclosures) This section covers the utilization of IPO proceeds, dividend policy, and corporate governance practices, including any deviations from standard codes [Use of Net Proceeds from Listing](index=29&type=section&id=Use%20of%20Net%20Proceeds%20from%20Listing) As of March 31, 2024, the net proceeds of HKD 99.1 million from the 2019 listing have been fully utilized, consistent with the purposes stated in the prospectus and previous announcements - The net proceeds of **HKD 99.1 million** from the 2019 listing were fully utilized as of March 31, 2024[108](index=108&type=chunk) [Dividend Policy](index=30&type=section&id=Final%20Dividend) The Board of Directors resolved not to declare any final dividend for the year ended March 31, 2024 - The Board does not recommend the payment of a final dividend for the year ended March 31, 2024[110](index=110&type=chunk) [Corporate Governance](index=30&type=section&id=Corporate%20Governance) The company has complied with all applicable provisions of the Corporate Governance Code, with the sole deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Mui Ho Cheung, an arrangement the Board believes is in the best interest of the company and its shareholders - The company deviated from the Corporate Governance Code's requirement for separation of Chairman and Chief Executive Officer roles, with **Mr. Mui Ho Cheung** holding both positions concurrently[112](index=112&type=chunk)[113](index=113&type=chunk)

Financial Position - As of September 30, 2023, total assets and total liabilities were approximately HKD 16,469,000 and HKD 3,854,000, respectively, compared to HKD 18,208,000 and HKD 4,746,000 as of March 31, 2023[1]. - The equity attributable to other redeemable participating shareholders was approximately HKD 16,420,000 as of September 30, 2023, down from HKD 17,523,000 as of March 31, 2023[1]. - As of September 30, 2023, the company's cash and bank balances amounted to HKD 42,915,000, an increase from HKD 21,038,000 as of March 31, 2023[45]. - The total receivables as of September 30, 2023, were HKD 134,485,000, slightly down from HKD 137,607,000 as of March 31, 2023[45]. - The total financial liabilities amounted to HKD 111,795,000 as of September 30, 2023, compared to HKD 111,037,000 as of March 31, 2023[45]. - As of September 30, 2023, the group's net current assets were approximately HKD 150.2 million, up from HKD 135.8 million as of March 31, 2023, with a current ratio of 2.3 times[101]. - Total debt as of September 30, 2023, was approximately HKD 35.8 million, down from HKD 40.7 million as of March 31, 2023, resulting in a debt-to-equity ratio of approximately 22.4%[101]. - The company's equity attributable to owners increased to HKD 158,068,000 from HKD 147,076,000, reflecting an increase of 7.5%[196]. Revenue and Profitability - The group's total revenue increased from approximately HKD 22.5 million for the six months ended September 30, 2022, to approximately HKD 63.6 million for the current period, representing a growth of about 182.3%[69]. - The revenue from corporate finance advisory services rose approximately 102.1% from about HKD 24.4 million to approximately HKD 49.2 million during the same period[78]. - The group reported a profit attributable to owners of approximately HKD 11.0 million for the period, compared to a loss of approximately HKD 13.0 million in 2022, driven by increased corporate finance advisory services and investment fund income[100]. - The total comprehensive income for the six months ended September 30, 2023, was HKD 10,938 million, compared to a loss of HKD 13,009 million in the previous period[187]. - The profit attributable to the owners of the company for the same period was HKD 10,992 million, recovering from a loss of HKD 13,035 million[187]. - Total revenue for the six months ended September 30, 2023, was HKD 63,607,000, a significant increase from HKD 22,533,000 in the same period of 2022, representing a growth of 182.3%[191]. - The company reported a net profit of HKD 10,938,000 for the period, compared to a net loss of HKD 13,009,000 in the previous year, indicating a turnaround in performance[191]. Employee and Operational Costs - Employee costs increased by approximately 18.8% to about HKD 29.7 million, driven by an increase in total staff and discretionary bonuses[72]. - Employee costs increased to HKD 29,695,000 from HKD 24,999,000, reflecting a rise of 18.1% year-on-year[191]. Stock Options and Equity - The estimated fair value of the stock options granted on the grant date was approximately HKD 9,037,000[13]. - As of September 30, 2023, the number of exercisable stock options was 8,249,425, with a weighted average exercise price of HKD 0.6[20]. - The company has a pre-IPO share option scheme to incentivize and retain key employees, which has been in effect since March 6, 2019, and will remain valid until March 6, 2027[8]. - The total number of stock options that may be granted under the plan cannot exceed 10% of the total number of shares issued as of the listing date[27]. - The company recorded no confirmed expenses related to the granted stock options for the six months ended September 30, 2023[15]. - The company had a total of 8,184,469 exercisable stock options at the end of the reporting period, after accounting for expirations[20]. - The company has not exercised any stock options during the six months ended September 30, 2023[41]. - The company has not issued any new stock options during the current period[42]. - The share options granted under the pre-IPO share option scheme totaled 10,200,000 shares, representing 30% of the total shares to be issued upon exercise[167]. - The total number of unexercised share options as of September 30, 2023, was 8,184,469 shares[178]. - The company aims to incentivize and retain high-quality personnel through the share option scheme[176]. Credit Loss and Financial Advisory - The expected credit loss for accounts receivable was approximately HKD 11.1 million, up from HKD 2.7 million in the previous year, attributed to the deterioration of clients' financial conditions post-COVID-19[73]. - The expected credit loss on accounts receivable surged to HKD 11,120,000 from HKD 2,720,000, marking an increase of 309.5%[191]. - The group applied a simplified approach to estimate expected credit losses on receivables, resulting in a full-period expected credit loss provision for certain receivables due to increased credit risk[86]. - The expected credit loss assessment for receivables is based on various factors including credit risk exposure, overdue days, repayment schedules, and settlement capacity[87]. Market and Economic Outlook - The management anticipates gradual recovery in the Hong Kong economy and financial markets, influenced by various global uncertainties including inflation and geopolitical tensions[123]. - The group aims to enhance its market position through ongoing development in corporate finance advisory and related services[98]. - The company is positioned to capitalize on market opportunities as the capital market gradually recovers, aiming to diversify its revenue sources and client base[124]. Compliance and Governance - The company has confirmed compliance with the corporate governance code as of September 30, 2023, adopting most of the best practices outlined[128]. - The audit committee has reviewed the interim financial statements for the six months ended September 30, 2023, ensuring compliance with relevant accounting standards[135]. - The company has established an audit committee consisting of three independent non-executive directors to oversee its financial reporting and compliance[137]. Investment and Future Plans - The company has no specific future plans for significant investments or capital assets as of September 30, 2023[139]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[197]. - The company aims to expand its marketing efforts not only in Hong Kong and China but also in Southeast Asia, Oceania, Europe, and the Americas, leveraging its international network and professional team[124].

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的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 LFG Investment Holdings Limited LFG 投資控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3938） 截 至2023年9月30日 止 六 個 月 之 中 期 業 績 公 告 LFG投資控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及 其附屬公司（統稱「本集團」）截至2023年9月30日止六個月（「本期間」）之未經審核 簡明綜合業績，連同截至2022年9月30日止六個月之比較數字如下： 財務摘要 • 本集團之總收益由截至2022年9月30日止六個月約22.5百萬港元增加約 182.3%至本期間約63.6百萬港元。 • 本期間企業融資顧問服務所產生收益約為49.2百萬港元（2022年：約24.4 百萬港元），佔本集團總收益約77.4%（2022年：約108.1%）。 • 本期間證券及融資服務產生的收益約為13.2百萬港元（2022年： ...

Share Capital and Ownership - As of March 31, 2023, the company has issued a total of 405,962,965 shares[12]. - Mr. Mei holds approximately 90.38% of the equity in the company, equivalent to 299,492,188 shares[11]. - Ms. Ji, as Mr. Mei's spouse, is deemed to have an interest in all shares and related shares held by Mr. Mei, totaling 310,350,258 shares, or 76.45%[13]. - Mr. Huang holds a beneficial interest in 20,820,312 shares, representing 5.13%[11]. - The company has maintained a public float of at least 25% of its issued share capital, in compliance with the listing rules[117]. Share Option Plans - The company has adopted two share option plans, with the potential issuance of shares under these plans amounting to approximately 4% of the weighted average number of shares issued during the fiscal year[16]. - The maximum number of shares that can be granted under the pre-IPO share option plan is 34,000,000 shares, representing 8.38% of the total shares issued at the time of listing[20]. - The subscription price for shares under the pre-IPO share option plan is set at HKD 0.6 per share[21]. - The total number of shares available for issuance under the pre-IPO share option plan is 8,249,425 shares, accounting for approximately 2.03% of the total issued shares as of the annual report date (405,962,965 shares)[28]. - The maximum number of shares that can be exercised during the first vesting period is limited to 10,200,000 shares, representing 30% of the total shares to be issued under the pre-IPO share option plan[27]. - The total number of unexercised share options as of March 31, 2023, is 10,869,334 shares, with 4,503,633 shares being unexercised[31]. - The share option plan was approved by shareholders on September 10, 2019, and became effective on the listing date[38]. - The purpose of the share option plan is to incentivize and reward qualified individuals for their contributions to the group[39]. - The share options granted do not have any performance targets attached[34]. - The company has the right to cancel any unexercised share options if the grantee engages in any unauthorized transfer or encumbrance[23]. - The share options are non-transferable and can only be exercised by the grantee[23]. - The maximum number of shares that can be issued under the stock option plan shall not exceed 30% of the total issued shares at any time[41]. - The total number of shares involved in the stock options granted under the plan shall not exceed 10% of the total issued shares as of the listing date, unless approved by shareholders[44]. - If the total number of shares to be issued to any qualified person exceeds 1% of the total issued shares within a 12-month period, shareholder approval is required[45]. - The company may seek shareholder approval to grant stock options exceeding the plan limit, but the total number of shares involved must not exceed 10% of the total issued shares at the time of approval[47]. - The acceptance and exercise period for stock options must be within 21 days from the date of the offer, and cannot exceed 10 years from the adoption of the stock option plan[52]. - The subscription price for shares under the stock option plan must be the highest of three specified prices, including the closing price on the offer date[54]. - The stock option plan is valid for 10 years from the adoption date, with approximately 6 years and 5 months remaining as of March 31, 2023[55]. - The total number of shares available for issuance under the share option plan is 44,596,296 shares, representing approximately 11.0% of the total issued shares as of the report date, which is 405,962,965 shares[56]. - As of March 31, 2023, the number of share options available for grant under the plan decreased from 40,596,296 to 36,596,296 shares[56]. - No share options were exercised during the fiscal year[92]. Corporate Governance - The board of directors consists of five executive directors and three independent non-executive directors as of the report date[122]. - The company has established appropriate insurance coverage for potential legal liabilities faced by its directors[121]. - The board consists of eight members, with two females and six males, achieving a gender diversity ratio of 25% female representation[127]. - The company has adopted a board diversity policy to enhance performance, focusing on various perspectives including gender, age, cultural background, and professional qualifications[127]. - The independent non-executive directors have confirmed their independence according to listing rules, ensuring effective governance[126]. - The company has established mechanisms to ensure the board receives independent opinions and advice, which were reviewed during the fiscal year[128]. - The executive directors have service contracts with an initial term of three years, continuing until terminated with appropriate notice[136]. - The company provides necessary onboarding training for newly appointed directors to ensure understanding of operations and responsibilities[131]. - The board's composition includes independent non-executive directors with diverse industry backgrounds, enhancing governance effectiveness[135]. - The nomination committee is responsible for reviewing the board diversity policy to ensure its ongoing effectiveness and recommend any necessary amendments[128]. - The board held four meetings during the fiscal year, with all directors attending each meeting[146]. - The Audit Committee, consisting of three independent non-executive directors, held four meetings to review the company's financial performance and discuss the impact of new accounting standards[170]. - The Nomination Committee is composed of four members, including one executive director and three independent non-executive directors, and is responsible for evaluating board composition and diversity[171]. - The company has adopted a standard code of conduct for securities trading, confirming compliance by all directors throughout the fiscal year[158]. - The board retains decision-making authority over all significant matters, including policy approval, overall strategy, and major transactions[159]. - The Audit Committee's responsibilities include monitoring the integrity of financial statements and assessing the effectiveness of risk management and internal control systems[166]. - The company held its annual general meeting on August 12, 2022, with all directors present[157]. - The board has established three committees: Audit Committee, Nomination Committee, and Remuneration Committee, each with specific written terms of reference[163]. - The company encourages directors to seek independent professional advice at the company's expense when fulfilling their duties[159]. - The board regularly reviews the delegated functions and responsibilities to ensure effective governance[159]. - The nomination committee seeks to identify qualified candidates for the board, focusing on diversity in skills and backgrounds to support strategic goals and sustainable development[177]. - The selection criteria for candidates include various diversity aspects such as gender, age, cultural and educational background, professional qualifications, and industry experience[178]. - The nomination process involves reviewing resumes, conducting background checks, and interviewing candidates before making recommendations to the board[179]. - The remuneration committee consists of three independent non-executive directors and is responsible for proposing compensation policies for all directors and senior management[184]. - The remuneration committee evaluates the performance of individual executive directors and senior management, recommending compensation based on performance[184]. Financial and Legal Matters - The company did not make any charitable donations during the fiscal year, compared to HKD 30,000 in 2022[105]. - There were no significant legal proceedings or arbitrations involving the company during the fiscal year[106]. - The audit committee has reviewed the accounting principles and practices adopted by the group for the fiscal year ending March 31, 2023[111]. - The company has appointed Hong Kong Li Xin De Hao CPA Limited as the auditor for the fiscal year ending March 31, 2023[118]. - The company did not purchase, redeem, or sell any of its listed securities during the fiscal year[191]. - Related party transactions during the fiscal year included providing brokerage and/or financing services to Mr. Mei, which were exempt from shareholder approval and disclosure requirements[194]. - The company has established appropriate plans and procedures to ensure a balanced skill set within the board and its committees[181].

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的內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對 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的任何損 失承擔任何責任。 LFG Investment Holdings Limited LFG 投 資 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：3938） 截 至2023年3月31日 止 年 度 之 年 度 業 績 公 告 LFG投 資 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈 本 公司及其附屬公司（統稱「本集團」）截至2023年3月31日止年度（「財政年度」） 之經審核綜合年度業績，連同截至2022年3月31日止年度之比較數字如下： 財務表現摘要 截至3月31日止年度 2023年 2022年 千港元 千港元 收益總額 46,873 78,145 除所得稅開支前虧損 (21,551) (698) 年內虧損 (22,784) (3,534) 年內全面開支總額 (22,784) (4,105) 每股基本及攤薄虧損 (5.6港仙) (0.8港仙) ...

Revenue and Financial Performance - The company generated approximately 108.1% of total revenue from corporate finance advisory services during the period, compared to 82.5% in the previous year[11]. - The revenue from corporate finance advisory services decreased by approximately 41.8% to about HKD 24.4 million, down from HKD 41.8 million in the same period last year[12]. - Total revenue decreased by approximately 55.6% from HKD 50.7 million in the six months ending September 30, 2021, to approximately HKD 22.5 million, primarily due to reduced corporate finance advisory revenue and increased investment fund losses[22]. - The company reported a total revenue of HKD 34,231,000 for the six months ended September 30, 2022, compared to HKD 50,460,000 for the same period in 2021, representing a decrease of approximately 32%[136]. - The company reported a net loss of HKD 13,009,000 for the period, compared to a profit of HKD 8,669,000 in the previous year[92]. - The company reported a loss attributable to equity holders of HKD 13,060,000 for the six months ended September 30, 2022, compared to a profit of HKD 8,674,000 in the same period of 2021[162]. Advisory Services and Projects - The company participated in a total of 114 corporate finance advisory projects during the period, compared to 98 projects in the same period last year[12]. - The revenue from IPO sponsorship services was approximately HKD 7.9 million, compared to HKD 6.6 million in the previous year[15]. - Financial and independent advisory services generated revenue of approximately HKD 15.1 million, a decrease from HKD 32.7 million in 2021, with 65 financial advisory projects and 30 independent advisory projects completed during the period[16]. - Compliance advisory services earned approximately HKD 1.4 million, down from HKD 2.6 million in 2021, with 11 compliance advisory projects undertaken[17]. - Securities and financing services recorded revenue of approximately HKD 5.4 million from placement and underwriting, significantly up from HKD 0.9 million in 2021, due to an increase in projects[18]. Assets and Liabilities - As of September 30, 2022, assets under management were approximately USD 4.7 million (equivalent to about HKD 36.7 million), down from USD 7.5 million (equivalent to HKD 58.6 million) as of March 31, 2022[6]. - The company's total assets as of September 30, 2022, amounted to HKD 325,069,000, an increase from HKD 295,320,000 as of March 31, 2022[93]. - The company's equity attributable to owners decreased to HKD 156,725,000 from HKD 169,356,000, a decline of 7.4%[96]. - Current liabilities increased to HKD 179,913,000 from HKD 138,007,000, representing a rise of 30.5%[93]. - The total payable accounts as of September 30, 2022, was HKD 113,050,000, significantly higher than HKD 55,038,000 as of March 31, 2022[184]. Employee and Operational Costs - Employee costs decreased by approximately 8.3% to HKD 25.0 million, mainly due to a reduction in total staff[25]. - Employee costs decreased to HKD 24,999,000 for the six months ended September 30, 2022, down from HKD 27,250,000 in 2021, representing a reduction of approximately 8.2%[155]. - Other expenses decreased by approximately 16.2% to HKD 14.7 million, attributed to reduced client trading activity[24]. Market Conditions and Future Outlook - The Hang Seng Index fell approximately 26% from 23,397.67 points on December 31, 2021, to 17,222.83 points on September 30, 2022[9]. - Future economic recovery in Hong Kong is anticipated, but uncertainties remain due to factors such as inflation, interest rate hikes, and geopolitical tensions[43]. - The group aims to enhance its marketing efforts to explore new business opportunities not only in Hong Kong and China but also in Southeast Asia, Oceania, Europe, and the Americas[44]. Governance and Compliance - The board consists of more than one-third independent non-executive directors, ensuring a balanced experience and industry background[54]. - The company has adopted a governance policy that will be reviewed annually for compliance[54]. - The audit committee, composed of three independent non-executive directors, has established a clear scope of responsibilities[52]. Share Capital and Stock Options - As of September 30, 2022, the company has issued a total of 405,962,965 shares[2]. - The company granted 4,000,000 stock options to Mr. Mei on July 14, 2022, with an exercise price of HKD 0.170[83]. - The total number of stock options available for grant under the stock option plan was 36,596,296, down from 40,596,296 as of March 31, 2022[85]. - The stock option plan is designed to incentivize contributions to the group and recruit valuable human resources[83]. Cash Flow and Financial Position - The net cash generated from operating activities for the six months ended September 30, 2022, was HKD 11,235,000, compared to a net cash used of HKD 6,314,000 in the same period of 2021[104]. - The company’s financing activities resulted in a net cash outflow of HKD 9,663,000, a decrease from a net inflow of HKD 13,328,000 in the prior period[104]. - The company reported a significant increase in cash and bank balances to HKD 48,603,000 from HKD 47,031,000, reflecting a growth of 3.3%[93]. Investment and Returns - The group invested USD 3.0 million (approximately HKD 23.4 million) in the Lego Vision Fund SP, holding 28,807,172 non-voting shares valued at approximately USD 2.0 million (approximately HKD 15.9 million), representing about 4.7% of total assets[38]. - The net asset value per share of the Lego Vision Fund decreased from USD 114.87 (approximately HKD 896.0) as of March 31, 2022, to USD 70.88 (approximately HKD 552.8), reflecting an overall negative return of approximately 38.3%[38]. - The company reported an investment return of approximately HKD 12,730,000 for the six months ended September 30, 2022, compared to a loss of HKD 6,031,000 for the same period in 2021[192].

Financial Performance - For the fiscal year ending March 31, 2022, the company reported revenue of HKD 78,145,000, a decrease of 27.8% from HKD 108,152,000 in 2021[8] - The company incurred a net loss of HKD 3,534,000 for the year, compared to a profit of HKD 15,974,000 in the previous year, representing a significant decline[8] - The company's total revenue decreased by approximately 27.7% to about HKD 78.1 million for the fiscal year, down from approximately HKD 108.2 million in the previous year[28] - Revenue from corporate finance advisory services accounted for about 90.8% of total revenue, significantly up from 43.6% in the previous year[18] - Corporate finance advisory revenue increased by approximately 50.5% to about HKD 70.9 million, compared to approximately HKD 47.1 million in the previous year[19] - Revenue from compliance advisory services was approximately HKD 5.0 million, down from HKD 7.5 million in the previous year[23] - Securities and financing services generated approximately HKD 1.6 million in revenue, a significant decrease from HKD 19.6 million in the previous year due to fewer projects[25] - Other income and gains increased by approximately HKD 25.4 million to about HKD 13.5 million for the fiscal year, compared to a loss of HKD 11.9 million in the previous year[29] Assets and Liabilities - Total assets as of March 31, 2022, were HKD 314,017,000, down from HKD 343,866,000 in 2021, indicating a decrease of 8.7%[8] - Total liabilities decreased to HKD 143,505,000 from HKD 170,215,000, reflecting a reduction of 15.7%[8] - As of March 31, 2022, the net current assets were approximately HKD 157.3 million, with a current ratio of about 2.1 times[39] - The total debt as of March 31, 2022, was approximately HKD 67.4 million, resulting in a debt-to-equity ratio of about 39.5%[39] - The company managed assets worth approximately USD 7.5 million (about HKD 58.6 million) as of March 31, 2022, down from USD 9.9 million (about HKD 77.2 million) in the previous year[27] Corporate Strategy and Outlook - The company plans to strengthen its corporate finance advisory services and actively seize investment and financing opportunities to diversify revenue sources[11] - The company aims to maintain a robust project reserve and enhance its business network to capitalize on future opportunities in the financial services sector[12] - The company is optimistic about the continued growth in demand for integrated financial services among Chinese enterprises seeking to list offshore in Hong Kong[11] - The group is actively seeking opportunities in restructuring and recovery projects while maintaining a cautious approach to business development amid ongoing market uncertainties[54] - The group intends to strengthen its reputation as a comprehensive platform for financial and securities services and expand its client base to diversify revenue sources[54] Cost Management and Efficiency - The company has implemented cost control measures to optimize its cost structure amid challenging market conditions[10] - Employee costs remained stable at approximately HKD 48.0 million, unchanged from the previous year[32] - Other expenses increased by approximately 21.6% to about HKD 32.2 million, primarily due to increased transaction costs in securities and financing services[31] - The company reported a significant increase in overall management efficiency, with a focus on corporate finance advisory services[63] Governance and Management - The management team has over 15 years of diversified experience in accounting and investment banking, enhancing the company's advisory capabilities[65] - The independent non-executive directors bring over 20 years of experience in financial reporting, business consulting, and auditing, ensuring robust governance[75] - The company has appointed a new independent non-executive director to strengthen its board and enhance oversight functions[70] - The management team is committed to maintaining high standards of internal control and financial reporting[71] - The company is regulated under the Securities and Futures Ordinance, with key personnel responsible for various regulated activities[86] Shareholder Information and Capital Structure - The company decided not to declare any final dividend for the year ending March 31, 2022, consistent with the previous year[94] - The total number of shares issued as of March 31, 2022, is 405,962,965[127] - Mr. Mei holds 299,492,188 shares representing 73.77% of the company and an additional 8,763,452 shares representing 2.16% as a beneficial owner[126] - The company has a stock option plan approved prior to its initial public offering, aimed at rewarding and retaining employees who contribute to the group's operations and development[139][140] - The maximum number of shares that can be granted under the pre-IPO stock option plan is 34,000,000 shares, which is 8.38% of the total shares issued at the time of listing[143] Risk Management and Compliance - The expected credit loss for accounts receivable was approximately HKD 10.2 million for the fiscal year, compared to HKD 2.6 million in 2021, primarily due to weakened financial conditions of debtors post-COVID-19[33] - The financing costs for the fiscal year amounted to approximately HKD 0.9 million, an increase from HKD 0.6 million in 2021[36] - The company is focused on maintaining high standards of corporate governance and compliance, which is critical for its operations in the financial sector[84] - The management team emphasizes the importance of regulatory compliance in all financial activities[64] Market Conditions and Challenges - The global economic outlook remains uncertain due to factors such as the pandemic, the Russia-Ukraine conflict, and the credit crisis of Chinese property developers, which may affect fundraising and M&A activities[54] - The company has no significant capital commitments or contingent liabilities as of March 31, 2022[43] - The company has not entered into any management or administrative contracts for any major business segments during the fiscal year[120]

LFG Investment Holdings Limited LFG 投 資 控 股 有 限 公 司 (於開曼群島註冊成立的有限公司) 股份代號 : 3938 中期報告 2021/2 | --- | --- | |-------|------------------------------| | | | | | | | 02 | 公司资料 | | 03 | 管理層討論與分析 | | 10 | 企業管治／其他資料 | | 19 | 簡明綜合中期財務報表審閱報告 | | 20 | 簡明綜合損益及其他全面收益表 | | 22 | 簡明綜合財務狀況表 | | 23 | 簡明綜合權益變動表 | | 25 | 簡明綜合現金流量表 | | 26 | 簡明綜合中期財務報表附註 | 公司資料 25 樓 | --- | --- | |------------------------------------------------------------------------|---------------------------------------------------------------------------| ...

LFG Investment Holdings Limited | --- | --- | --- | |------------------------------------------------|-------|-------| | LFG 投 資 控 股 有 限 公 司 | | | | (於開曼群島註冊成立的有限公司) 股份代號 : 3938 | | | 目錄 02 公司資料 | --- | --- | |-------|-------------------------------| | | | | | 03 財務概要 | | | 04 主席報告 | | | 05 管理層討論與分析 | | | 13 董事及高級管理層 | | | 20 董事會報告 | | | 38 企業管治報告 | | | 51 環境、社會及管治報告 | | | 64 獨立核數師報告 | | | 70 綜合損益及其他全面收益表 | | | 72 綜合財務狀況表 | | | 74 綜合權益變動表 | | | 76 綜合現金流量表 | | | 78 財務報表附註 | | | | 公司資料 董事 執行董事 梅浩彰先生(主席兼行政總裁) ...