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份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 CHINA RONGZHONG FINANCIAL HOLDINGS COMPANY LIMITED 中 國 眾 金 控股有限公 司 （於開曼群島註冊成立的有限公司） （股份代號：03963） 委任獨立非執行董事、 變更董事委員會成員 及不符合上市規則之最新情況 中國融眾金融控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事 會（「董事會」，各自為一名「董事」）欣然宣佈，廖子慧先生（「廖先生」）獲委任為 本公司獨立非執行董事（「獨立非執行董事」），自二零二四年十二月三十日起生 效。 廖先生簡歷載列如下： 廖先生，49歲，目前為LFG投資控股有限公司（股份代號：3938）執行董事。廖先 生亦為力高企業融資有限公司的董事。自二零一六年一月起，廖先生就證券及 期貨條例項下第6類（就機構融資提供意見）受規管活動擔任力高企業融資有限 公司的負責人員，並為力高企業融資有限公司的保薦主事人之一。廖先生自二零 ...

CHINA RONGZHONG FINANCIAL HOLDINGS COMPANY LIMITED 中國融眾金融控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） （Stock Code 股份代號：03963） NOTIFICATION LETTER 通知信函 Dear Non-Registered Shareholders (Note 1) , 16 December 2024 China Rongzhong Financial Holdings Company Limited (the "Company") – Notice of publication of Interim Report 2024/2025 (the "Current Corporate Communication") If you have difficulty in receiving email notification or gaining access to the Website Version of the ...

CHINA RONGZHONG FINANCIAL HOLDINGS COMPANY LIMITED 中國融眾金融控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） （Stock Code 股份代號：03963） NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, 16 December 2024 China Rongzhong Financial Holdings Company Limited (the "Company") – Notice of publication of Interim Report 2024/2025 (the "Current Corporate Communication") Note: Corporate Communications include any document(s) issued or to be issued by the Company for the information or ...

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 41,304,000, a decrease of 16.4% compared to HKD 49,197,000 for the same period in 2023[7]. - The company reported a loss of HKD 3,438,000 for the period, compared to a profit of HKD 1,293,000 in the previous year, reflecting a significant decline in profitability[7]. - Total comprehensive income for the period was a loss of HKD 2,024,000, compared to a gain of HKD 875,000 in the same period last year[7]. - The company’s basic and diluted loss per share was HKD 0.72, compared to HKD 0.29 in the previous year, indicating a worsening in earnings per share[7]. - The company reported a pre-tax loss of HKD 3,436,000 for the six months ended September 30, 2024[44]. - The company reported a loss attributable to shareholders of HKD (4,258,000), compared to a loss of HKD (1,232,000) in the previous year[77]. - The company reported a loss of approximately HKD 3.4 million for the reporting period, compared to a profit of approximately HKD 1.3 million for the same period last year, mainly due to a decrease in revenue[172]. Assets and Liabilities - Non-current assets increased to HKD 74,081,000 as of September 30, 2024, up from HKD 69,992,000 as of March 31, 2024[10]. - Current assets rose to HKD 15,373,000, compared to HKD 14,700,000 as of March 31, 2024, indicating a slight improvement in liquidity[10]. - Total liabilities as of September 30, 2024, were HKD 62,787,000, compared to HKD 62,629,000 as of March 31, 2024, showing stability in the company's debt levels[12]. - Total assets increased to HKD 89,454,000 as of September 30, 2024, compared to HKD 84,692,000 as of March 31, 2024[58]. - Total liabilities rose to HKD 73,413,000 as of September 30, 2024, up from HKD 66,954,000 as of March 31, 2024[58]. - The company has a net current liability of approximately HKD 47,414,000 as of September 30, 2024, with cash and cash equivalents of only HKD 7,347,000[32]. - The company’s total equity as of September 30, 2024, was approximately HKD 16.0 million, a decrease from approximately HKD 17.7 million as of March 31, 2024[175]. - The debt-to-equity ratio as of September 30, 2024, was approximately 257%, up from approximately 211% as of March 31, 2024[175]. Cash Flow and Financing - The company’s cash and cash equivalents increased to HKD 7,347,000 from HKD 6,972,000, reflecting improved cash management[10]. - For the six months ended September 30, 2024, the net cash generated from operating activities was HKD 9,633,000, compared to HKD 11,179,000 for the same period in 2023, representing a decrease of approximately 13.9%[23]. - The company entered into a loan agreement with a major non-controlling shareholder for an unsecured term loan of HKD 10,000,000 to improve working capital needs[34]. - The company entered into a loan agreement with Jinbang Group for an unsecured term loan of HKD 18,000,000 at an interest rate of 6%, maturing three years from the first drawdown[35]. - As of September 30, 2024, a total of HKD 59,712,000 was available and unused from financing[36]. - The company is actively seeking new funding sources to enhance its financial position and liquidity[34]. - The group has secured a total of HKD 10,000,000 in an unsecured term loan agreement with a major non-controlling shareholder, with an interest rate of 6% and a maturity of 18 months from the end of the availability period[193]. - An additional unsecured term loan of HKD 18,000,000 has been agreed upon with Goldbond Group Holdings Limited, also at an interest rate of 6%, maturing three years from the first drawdown[193]. Revenue Breakdown - Total revenue from leasing services was HKD 20,516,000, while debt collection and credit investigation services generated HKD 20,788,000, totaling HKD 41,304,000 for the six months ended September 30, 2024[44]. - Revenue from debt collection services decreased to HKD 10,321,000, down 36.4% from HKD 16,300,000 in the previous year[61]. - Revenue from credit investigation services increased to HKD 10,467,000, up 18.2% from HKD 8,852,000 year-on-year[61]. - Total revenue from customer contracts was HKD 27,791,000, a decline of 20.5% compared to HKD 35,029,000 in the previous year[61]. - Rental income was HKD 13,513,000, slightly down from HKD 14,001,000, representing a decrease of 3.5%[61]. Operational Strategies - The company is focusing on enhancing its service offerings and exploring new market opportunities to drive future growth[6]. - The board is committed to implementing strategic initiatives aimed at improving operational efficiency and financial performance moving forward[6]. - The company aims to strengthen the synergy of multiple platforms within its ecosystem to further develop its leasing business[156]. - The company is diversifying its business risks by issuing smaller loan amounts against more liquid leasing assets[156]. - The company is expanding its operational locations to mitigate geographical risks and provide sustainable income sources[156]. - The group is enhancing its ecosystem by providing value-added services such as due diligence, credit assessment, and debt recovery, which contribute to overall growth and operational synergies[199]. Cost Management - The company is implementing active cost-saving measures to improve operating cash flow and financial condition, ensuring sufficient working capital for at least the next twelve months[37]. - Personnel costs for the reporting period were approximately HKD 13.1 million, a decrease of about 2.7% compared to approximately HKD 13.4 million for the same period last year, primarily due to a reduction in the number of employees[165]. - Other operating expenses for the reporting period were approximately HKD 7.2 million, a decrease of about 13.4% from approximately HKD 8.4 million for the same period last year, mainly due to the implementation of active cost-saving measures[166]. - Financial costs for the reporting period were approximately HKD 1.1 million, a decrease of about 66.5% from approximately HKD 3.4 million for the same period last year, primarily due to a reduction in borrowing and financing activities[169]. Challenges and Outlook - The company faces challenges due to global economic uncertainty and geopolitical tensions affecting its leasing clients' financial conditions and cash flows[199]. - The board recognizes the importance of exploring synergies within its ecosystem to strengthen operations and achieve stable revenue growth[199]. - The company remains optimistic about its ability to achieve sustained growth and create value for shareholders as economic and geopolitical conditions improve[199].

Financial Performance - For the six months ended September 30, 2024, the company reported total revenue of HKD 41,304,000, a decrease of 16.4% compared to HKD 49,197,000 for the same period in 2023[4] - The company incurred a loss before tax of HKD 3,436,000, compared to a profit of HKD 1,303,000 in the previous year[4] - The net loss attributable to the company's owners for the period was HKD 4,258,000, compared to a profit of HKD 1,232,000 in the same period last year[4] - The company reported a comprehensive loss of HKD 2,024,000 for the period, compared to a comprehensive income of HKD 875,000 in the previous year[4] - The group reported a pre-tax loss of HKD 3,436,000 for the six months ended September 30, 2024[19] - The group reported a loss of approximately HKD 3.4 million for the period, compared to a profit of approximately HKD 1.3 million for the same period last year[77] Assets and Liabilities - The company's total assets as of September 30, 2024, were HKD 74,081,000, an increase from HKD 69,992,000 as of March 31, 2024[6] - Total assets increased to HKD 89,454,000 as of September 30, 2024, compared to HKD 84,692,000 as of March 31, 2024[30] - Total liabilities rose to HKD 73,413,000 as of September 30, 2024, from HKD 66,954,000 as of March 31, 2024[36] - Current liabilities exceeded current assets by HKD 47,414,000, indicating a negative working capital situation[11] - Non-current liabilities increased significantly, with lease liabilities rising to HKD 3,594,000 from HKD 1,020,000[8] Financing and Liquidity - The company has secured a total of HKD 28,000,000 in unsecured term loan financing to improve operational liquidity, with an interest rate of 6%[11][12] - As of September 30, 2024, total financing amounting to HKD 59,712,000 is available and unused[13] - The group has secured a total of HKD 28,000,000 in unsecured term loan financing from major shareholders and partners, with an interest rate of 6%[98] - The group has a total unused financing amount of HKD 59,712,000 as of September 30, 2024, indicating available liquidity for operational needs[101] - The group anticipates sufficient operating funds for at least the next twelve months to meet its financial obligations[15] Revenue Segmentation - The group reported segment revenue from leasing services of HKD 20,516,000 and debt collection services of HKD 20,788,000, totaling HKD 41,304,000 for the six months ended September 30, 2024[19] - Revenue from debt collection services decreased to HKD 10,321,000 for the six months ended September 30, 2024, down from HKD 16,300,000 in the same period last year[38] - Revenue from debt collection services decreased due to the slowdown of the domestic economy in China, affecting debtors' repayment ability[70] Cost Management - The group has implemented active cost-saving measures to improve cash flow and financial condition[15] - Personnel costs for the period were approximately HKD 13.1 million, a decrease of about 2.7% from approximately HKD 13.4 million for the same period last year[71] - Other operating expenses were approximately HKD 7.2 million, a decrease of about 13.4% from approximately HKD 8.4 million for the same period last year, mainly due to cost-saving measures[72] Employee and Operational Insights - The group has 127 employees across Hong Kong, China, and Singapore, with a salary structure based on performance, experience, and industry standards[83] - The total personnel costs for the six months ended September 30, 2024, amounted to HKD 13,079,000, a slight decrease from HKD 13,448,000 in the previous year[42] Economic and Market Conditions - The company faces challenges due to global economic uncertainty and geopolitical tensions affecting its leasing clients' financial conditions and cash flows, leading to difficulties in debt repayment and extended recovery times[103] - The group faces increased credit risk due to the economic slowdown affecting small and medium-sized enterprises, which may impact asset quality and recoverability[86] Future Outlook - Despite these challenges, the company remains committed to achieving stable revenue growth and diversification through collaborative efforts[103] - The company is optimistic about its ability to achieve sustained growth and create shareholder value as economic and geopolitical conditions improve in the future[103]

（於開曼群島註冊成立的有限公司） 中 國 眾 金 控股有限公 司 （股份代號：03963） 盈利警告 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份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 CHINA RONGZHONG FINANCIAL HOLDINGS COMPANY LIMITED 本公司或會適時另行刊發公告以向股東提供最新情況。 本公告所載資料僅基於本集團目前可得資料及董事會參考本集團於報告期間之 未經審核綜合管理賬目進行的初步評估，有關資料及評估仍須經本公司審核委 員會和董事會內部審閱及確認，因此可能會作出調整。本公司目前仍在籌備及完 成報告期間之業績公告，預計將於二零二四年十一月底按照上市規則發布。 股東及潛在投資者於買賣本公司股份時務須審慎行事。 承董事會命 中國融眾金融控股有限公司 執行董事 黃凱恩 本公告乃中國融眾金融控股有限公司（「本公司」及，連同其附屬公司統稱「本集 團」）根據香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09(2)(a)條 及香港法例第 ...

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份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 中國融眾金融控股有限公司（「本公司」及連同其附屬公司統稱「本集團」）董事 （「董事」）會（「董事會」）茲通告謹定於二零二四年十一月二十七日（星期三）舉 行董事會會議，以考慮及通過本集團截至二零二四年九月三十日止六個月的中 期業績，及建議之中期股息（如有），以及處理其他事項。 於本公告日期，本公司的執行董事為黃凱恩女士；本公司的非執行董事為劉曉峰先生、黃悅怡 女士、黃逸怡女士及黃銘斌先生；及本公司的獨立非執行董事為李志榮先生及吳旭洋先生。 （於開曼群島註冊成立的有限公司） 中 國 眾 金 控股有限公 司 執行董事 （股份代號：03963） 黃凱恩 董事會召開日期 香港，二零二四年十一月十三日 承董事會命 中國融眾金融控股有限公司 CHINA RONGZHONG FINANCIAL HOLDINGS COMPANY LIMITED ...

Financial Performance - Revenue for the fiscal year ending March 31, 2024, was HKD 89,004,000, an increase of 5% from HKD 84,833,000 in the previous year[154]. - Loss before tax improved to HKD (7,504,000) from HKD (123,327,000) year-over-year, indicating a significant reduction in losses[154]. - Total assets decreased to HKD 84,692,000 from HKD 93,635,000, reflecting a decline of approximately 9%[154]. - Total liabilities were reduced to HKD (66,954,000) from HKD (118,635,000), showing a decrease of about 44%[154]. - The company reported a total comprehensive loss of HKD (8,006,000) compared to HKD (70,734,000) in the previous year, marking a substantial improvement[154]. Corporate Governance - The board has reviewed the company's corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[28]. - The independent non-executive directors have confirmed their independence in accordance with the listing rules[33]. - The company has only two independent non-executive directors, which is below the minimum requirement of three as per listing rules[196]. - The company currently has no chairman fulfilling the responsibilities outlined in the corporate governance code, but the board believes it can ensure balanced power distribution through its operations[197]. - The company has not yet fulfilled the composition requirements for its audit, remuneration, and nomination committees due to the resignation of an independent non-executive director[196]. Risk Management - The group faces foreign currency risks primarily from transactions denominated in Renminbi and US dollars, which may adversely affect net asset value and earnings due to exchange rate fluctuations[37]. - The company has no foreign exchange hedging policy currently in place to mitigate currency risks but will monitor these risks closely[37]. - The economic recovery post-pandemic has not been as optimistic as expected, significantly impacting the cash flow and repayment capabilities of small and medium-sized enterprise clients[62]. - Inflationary pressures increased operational costs for both the company and its clients, affecting profitability and disposable income[157]. Business Strategy - The company maintained stable growth despite external uncertainties and intense market competition, focusing on diversifying revenue sources and enhancing synergies across multiple platforms[61]. - The company emphasizes the potential of the leasing industry in contributing sustainable income and supporting economic development[61]. - The company successfully expanded its leasing business to multiple locations in China, enhancing its market presence and diversifying business risks[182]. - The introduction of value-added services such as credit assessment, investigation, and debt collection has generated additional revenue streams, contributing to overall growth[182]. - The company plans to further expand its leasing business and recover overdue receivables to mitigate business risks[183]. Environmental, Social, and Governance (ESG) Initiatives - The group is committed to enhancing its management of "green operations" and addressing climate change in line with China's clearer emission reduction targets[40]. - The company continues to focus on enhancing its ESG initiatives, with senior management overseeing ESG efforts[69]. - The company aims to strengthen climate change management and address potential risks associated with rising temperatures and regulatory compliance[80]. - The company has implemented effective resource utilization measures, including encouraging employees to use reusable items and reducing plastic waste[78]. - The group has established an ESG governance framework, with the board overseeing ESG initiatives and an ESG working group in place[124]. Related Party Transactions - The company reported a related party balance of approximately HKD 32.8 million as of March 31, 2024, compared to HKD 43.2 million in 2023[11]. - The company entered into a supplementary agreement with Shanghai Nanlang to extend the loan facility's maturity date to July 1, 2024, with an annual interest rate of 5.0%[11]. - The trademark licensing agreements and financing lease guarantee agreements were established under favorable terms for the company, with all applicable percentage ratios below 0.10% or 5% and total consideration below HKD 3 million[12]. - The company has established a priority purchase right for any equity interests in restricted businesses acquired by certain covenant parties[17]. Shareholder Relations - The company is committed to creating long-term stable returns for shareholders and providing quality products and services to customers[68]. - The management expressed gratitude to shareholders and stakeholders for their unwavering support during a challenging year[158]. - The board confirmed the adequacy of public float as per Listing Rule 8.08[112]. Audit and Compliance - The audit committee has carefully reviewed the basis for the qualified audit opinion on the consolidated financial statements for the year ended March 31, 2024[67]. - The auditor for the past three years was Hong Kong Lixin Dehao CPA, with a change to Dahua Mashiyun CPA effective April 8, 2022[113].

```markdown [Company Information and Financial Performance Summary](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF%E4%B8%8E%E8%B4%A2%E5%8A%A1%E4%B8%9A%E7%BB%A9%E6%A6%82%E8%A6%81) [Preliminary Announcement of Audited Annual Results](index=1&type=section&id=%E7%BB%8F%E5%AE%A1%E6%A0%B8%E5%B9%B4%E5%BA%A6%E4%B8%9A%E7%BB%A9%E5%88%9D%E6%AD%A5%E5%85%AC%E5%91%8A) The company announced its audited FY2024 results with 2023 comparisons, following share trading resumption on July 13, 2023 - The company announced its audited consolidated financial results for the year ended **March 31, 2024**, with comparative figures for **2023**[2](index=2&type=chunk) - The company's shares were suspended from trading on **September 27, 2022**, and resumed trading on **July 13, 2023**[6](index=6&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) For FY2024, revenue grew **4.9%** to **HK$89,004 thousand**, and loss narrowed **93.9%** to **HK$7,579 thousand**, driven by impairment reversal and reduced finance costs Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the year ended March 31, 2024) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 89,004 | 84,833 | +4.9% | | Cost of Services | (44,998) | (43,040) | +4.5% | | Staff Costs | (28,488) | (26,727) | +6.6% | | Reversal (Provision) of Impairment Loss and Expected Credit Loss | 314 | (87,799) | N/A | | Finance Costs | (5,237) | (33,625) | -84.4% | | Loss Before Tax | (7,504) | (123,327) | -93.9% | | Loss for the Year | (7,579) | (123,316) | -93.9% | | Loss Per Share (HK cents) | (2) | (30) | -93.3% | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) As of March 31, 2024, total assets slightly decreased, but net assets turned positive, with total equity improving from negative **HK$25,000 thousand** to **HK$17,738 thousand**, mainly due to improved reserves Key Data from Consolidated Statement of Financial Position (As of March 31, 2024) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 69,992 | 69,023 | +1.4% | | Current Assets | 14,700 | 24,612 | -40.3% | | Current Liabilities | 62,629 | 63,871 | -2.0% | | Net Current Liabilities | (47,929) | (39,259) | +22.1% | | Total Assets Less Current Liabilities | 22,063 | 29,764 | -25.9% | | Non-current Liabilities | 4,325 | 54,764 | -92.1% | | Net Assets (Liabilities) | 17,738 | (25,000) | N/A | | Total Equity (Capital Deficit) | 17,738 | (25,000) | N/A | [Notes to the Consolidated Financial Statements](index=4&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) [General Information](index=4&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99) The company is a Cayman Islands-registered investment holding company providing leasing, due diligence, credit investigation, and debt collection services in China, Hong Kong, and Singapore, with Gold Fame Group Holdings Limited as its parent - The Company is an investment holding company primarily providing leasing services in China, and due diligence, credit investigation, and debt collection services in China, Hong Kong, and Singapore[6](index=6&type=chunk) - The Company's shares were suspended from trading on **September 27, 2022**, and resumed trading on **July 13, 2023**[6](index=6&type=chunk) - The Company's functional currency is **RMB**, and the consolidated financial statements are presented in **HK$**[6](index=6&type=chunk) [Basis of Preparation of Consolidated Financial Statements](index=4&type=section&id=%E7%BC%96%E5%88%B6%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E7%9A%84%E5%9F%BA%E5%87%86) Consolidated financial statements are prepared under HKFRS, measured at historical cost, with some financial instruments at fair value, categorized into three input levels - The consolidated financial statements are prepared in accordance with **Hong Kong Financial Reporting Standards** issued by the Hong Kong Institute of Certified Public Accountants[7](index=7&type=chunk) - The consolidated financial statements are primarily prepared on a **historical cost basis**, with certain financial instruments measured at **fair value**[8](index=8&type=chunk) - Inputs for fair value measurements are categorized into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs), and **Level 3** (unobservable inputs)[9](index=9&type=chunk)[11](index=11&type=chunk) [Application of New and Revised Hong Kong Financial Reporting Standards and Other Accounting Policy Changes](index=5&type=section&id=%E5%BA%94%E7%94%A8%E6%96%B0%E8%AE%A2%E5%8F%8A%E7%BB%8F%E4%BF%AE%E8%AE%A2%E9%A6%99%E6%B8%AF%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A%E5%87%86%E5%88%99%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E5%8F%98%E5%8A%A8) New and revised HKFRS, including HKFRS 17 and HKAS 1 amendments, were first applied this year, with no material impact on the Group's financial position or performance - **HKFRS 17** (Insurance Contracts) and amendments to **HKAS 1** and Practice Statement **2** (Disclosure of Accounting Policies) were first applied this year[10](index=10&type=chunk)[12](index=12&type=chunk) - The application of new and revised standards had **no material impact** on the Group's financial position and performance, but affected accounting policy disclosures[10](index=10&type=chunk)[14](index=14&type=chunk) - Revised standards issued but not yet effective are **not expected** to have a significant impact on the consolidated financial statements in the foreseeable future[15](index=15&type=chunk) [Revenue and Segment Information](index=7&type=section&id=%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group's main businesses are leasing and debt collection/credit investigation services; FY2024 total revenue was **HK$89,004 thousand**, with significant growth in debt collection services and a slight decrease in leasing revenue - The Group's reportable segments include **leasing services** (providing direct leasing, sale and leaseback, and operating lease services in China) and **debt collection and credit investigation services** (provided in Hong Kong, China, and Singapore)[16](index=16&type=chunk) Segment Revenue and Results (For the year ended March 31, 2024) | Segment | 2024 Revenue (HK$ thousand) | 2023 Revenue (HK$ thousand) | Year-on-year Change (%) | 2024 Segment Results (HK$ thousand) | 2023 Segment Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Leasing Services | 43,922 | 48,017 | -8.5% | 4,874 | (100,379) | | Debt Collection and Credit Investigation Services | 45,082 | 36,816 | +22.4% | 1,560 | (14,365) | | **Total** | **89,004** | **84,833** | **+4.9%** | **6,434** | **(114,744)** | Revenue Analysis by Major Services (For the year ended March 31, 2024) | Revenue Source | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Revenue from Debt Collection Services | 28,896 | 17,642 | | Revenue from Credit Investigation Services | 16,186 | 19,174 | | Revenue from Car Sales | 15,880 | 19,573 | | Rental Income | 27,816 | 27,872 | | Interest Income from Sale and Leaseback Arrangements | 226 | 572 | [Other Income](index=10&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income for FY2024 was **HK$327 thousand**, a **49.3%** year-on-year decrease, mainly due to reduced government subsidies Other Income (For the year ended March 31, 2024) | Category | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Bank Interest Income | 28 | 34 | -17.6% | | Government Subsidies | 129 | 405 | -68.1% | | Others | 170 | 206 | -17.5% | | **Total** | **327** | **645** | **-49.3%** | - Government subsidies primarily came from Singapore's wage subsidy scheme and progressive wage credit scheme, with **2023** also including Hong Kong SAR Government's Employment Support Scheme[20](index=20&type=chunk) [Finance Costs](index=10&type=section&id=%E8%B4%A2%E5%8A%A1%E6%88%90%E6%9C%AC) FY2024 finance costs significantly decreased by **84.4%** to **HK$5,237 thousand**, primarily due to subsidiary disposals and capitalization of Gold Fame loans, reducing borrowings Finance Costs (For the year ended March 31, 2024) | Category | 2024 (HK$ thousand) | 2023 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank borrowings of An Hua Li Da Group | 97 | 115 | -15.6% | | Interest on bank borrowings of disposed group | – | 28,409 | -100% | | Interest on amounts due to related companies | 1,767 | 2,299 | -23.1% | | Interest on amounts due to shareholders | 1,186 | 953 | +24.4% | | Interest on lease liabilities | 133 | 215 | -38.1% | | Interest on amounts due to non-controlling principal shareholder of An Hua Li Da Group | 7 | – | N/A | | Estimated interest on loan notes | 1,587 | 1,187 | +33.7% | | Estimated interest on convertible bonds | 460 | 447 | +2.9% | | **Total** | **5,237** | **33,625** | **-84.4%** | - The significant reduction in finance costs was primarily attributable to the disposal of certain subsidiaries in **FY2023** and the capitalization of certain loans advanced by Gold Fame to the Company during the reporting period[55](index=55&type=chunk) [Income Tax Expense (Credit)](index=10&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%E5%BC%80%E6%94%AF%EF%BC%88%E6%8A%B5%E5%85%8D%EF%BC%89) FY2024 income tax expense was **HK$75 thousand**, compared to a **HK$11 thousand** credit in FY2023, mainly comprising PRC enterprise income tax Income Tax Expense (Credit) (For the year ended March 31, 2024) | Category | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Current tax - PRC enterprise income tax | 20 | – | | Under-provision (over-provision) in prior years - PRC enterprise income tax | 55 | (11) | | **Income Tax Expense (Credit)** | **75** | **(11)** | - Hong Kong profits tax adopts a **two-tiered tax rate system**, with the first **HK$2 million** of assessable profits for qualifying corporations taxed at **8.25%**, and the remainder at **16.5%**[20](index=20&type=chunk) - PRC subsidiaries are subject to enterprise income tax at a rate of **25%**, while small low-profit enterprises (taxable profits below **RMB1,000,000**) are taxed at **20%**[21](index=21&type=chunk) [Loss for the Year](index=11&type=section&id=%E5%B9%B4%E5%86%85%E4%BA%8F%E6%8D%9F) FY2024 loss for the year significantly narrowed to **HK$7,579 thousand** from **HK$123,316 thousand** in FY2023, driven by reduced impairment provisions for financial assets and goodwill, and lower finance costs - Loss for the year significantly decreased by **93.9%**, mainly due to a reduction of approximately **HK$78.1 million** in expected credit loss provision for financial assets, a reduction of approximately **HK$9.6 million** in impairment provision for goodwill, and a decrease of approximately **HK$28.4 million** in finance costs[56](index=56&type=chunk) Items for Loss for the Year Calculation (For the year ended March 31, 2024) | Item | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Total Staff Costs | 28,488 | 26,727 | | Depreciation of Property, Plant and Equipment | 11,874 | 12,521 | | Auditor's Remuneration | 1,288 | 1,635 | | Legal and Professional Fees | 5,021 | 4,852 | | Cost of Car Sales (including cost of services) | 24,047 | 23,123 | | Loss on Disposal of Property, Plant and Equipment | 8,167 | 3,419 | | Short-term Lease Expenses | 1,603 | 161 | [Dividends](index=11&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any final dividend payment for the year ended March 31, 2024 - For the year ended **March 31, 2024**, **no dividends** were paid, declared, or proposed to ordinary shareholders of the Company[23](index=23&type=chunk)[57](index=57&type=chunk) [Loss Per Share](index=11&type=section&id=%E6%AF%8F%E8%82%A1%E4%BA%8F%E6%8D%9F) Basic and diluted loss per share for FY2024 was **HK 2 cents**, a significant improvement from **HK 30 cents** in FY2023 Loss Per Share (For the year ended March 31, 2024) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company (HK$ thousand) | (9,615) | (124,609) | | Weighted average number of ordinary shares (thousand shares) | 451,928 | 412,509 | | **Basic and diluted loss per share (HK cents)** | **(2)** | **(30)** | - The calculation of loss per share did not assume the conversion of unexercised convertible bonds or the exercise of share options, as they would result in a reduction in loss per share or the exercise price being higher than the average market price of the shares[24](index=24&type=chunk) [Lease Receivables and Receivables Arising from Sale and Leaseback Arrangements](index=12&type=section&id=%E7%A7%9F%E8%B3%83%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E5%94%AE%E5%BE%8C%E5%9B%9E%E7%A7%9F%E5%AE%89%E6%8E%92%E7%94%A2%E7%94%9F%E7%9A%84%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of March 31, 2024, lease receivables and sale and leaseback receivables had **zero** carrying value, down from **HK$4,545 thousand** in 2023, due to lifetime expected credit loss impairment Lease Receivables and Receivables Arising from Sale and Leaseback Arrangements (As of March 31, 2024) | Metric | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Lease Receivables | – | – | | Receivables from Sale and Leaseback Arrangements | – | 4,545 | | **Total** | **–** | **4,545** | - As of **March 31, 2024**, the carrying amount of lease receivables and receivables arising from sale and leaseback arrangements of **HK$479,552 thousand** (2023: **HK$501,350 thousand**) was determined to be impaired based on **lifetime expected credit losses**[29](index=29&type=chunk) - Lease receivables are primarily secured by leased assets, customer deposits, and repurchase arrangements, with effective annual interest rates ranging from **8% to 15%**[27](index=27&type=chunk) [Trade Receivables](index=13&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of March 31, 2024, total trade receivables increased to **HK$6,546 thousand** from 2023, with **HK$551 thousand** overdue by over **90 days** Aging Analysis of Trade Receivables (As of March 31, 2024) | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 3,572 | 3,093 | | 31 to 60 days | 395 | 620 | | 61 to 90 days | 2,028 | 306 | | Over 90 days | 551 | 746 | | **Total** | **6,546** | **4,765** | - The credit period for trade receivables from debt collection and credit investigation services is **0 to 60 days**, while leasing services have **no credit period**[31](index=31&type=chunk)[32](index=32&type=chunk) - As of **March 31, 2024**, amounts overdue for **90 days or more** and not considered in default totaled **HK$551 thousand**[32](index=32&type=chunk) [Bank Borrowings](index=14&type=section&id=%E9%8A%80%E8%A1%8C%E5%80%9F%E6%AC%BE) As of March 31, 2024, total unsecured bank borrowings were **HK$2,050 thousand**, with **HK$1,285 thousand** due within one year Repayment Period Analysis of Bank Borrowings (As of March 31, 2024) | Repayment Period | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 1,285 | 1,242 | | Over one year but within two years | 765 | 1,284 | | Over two years but within five years | – | 763 | | **Total** | **2,050** | **3,289** | - As of **March 31, 2024**, all of the Group's bank borrowings were **unsecured**[34](index=34&type=chunk) [Trade Payables](index=14&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of March 31, 2024, total trade payables increased to **HK$369 thousand** from 2023, with an average credit period of **90 days** Aging Analysis of Trade Payables (As of March 31, 2024) | Aging | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 30 days | 107 | 63 | | 31 to 60 days | 24 | 5 | | 61 to 90 days | 108 | 22 | | Over 90 days | 130 | 40 | | **Total** | **369** | **130** | - The average credit period for purchases of services is **90 days**[36](index=36&type=chunk) [Summary of Independent Auditor's Report](index=15&type=section&id=%E7%8B%AC%E7%AB%8B%E6%A0%B8%E6%95%B0%E5%B8%88%E6%8A%A5%E5%91%8A%E6%91%98%E8%A6%81) [Qualified Opinion](index=15&type=section&id=%E4%BF%9D%E7%95%99%E6%84%8F%E8%A7%81) The independent auditor issued a **qualified opinion** on the Group's FY2024 consolidated financial statements, but believes they fairly reflect the Group's financial position, performance, and cash flows, except for potential impacts from the basis of qualification - The auditor issued a **qualified opinion** on the consolidated financial statements[38](index=38&type=chunk) - Except for the possible effects of the matters described in the Basis for Qualified Opinion, the auditor believes that the financial statements present **fairly** the Group's financial position, performance, and cash flows in accordance with **Hong Kong Financial Reporting Standards**[38](index=38&type=chunk) [Basis for Qualified Opinion](index=15&type=section&id=%E4%BF%9D%E7%95%99%E6%84%8F%E8%A7%81%E4%B9%8B%E5%9F%BA%E5%87%86) The **qualified opinion** stems from the auditor's inability to verify adjustments for the FY2023 disposal of Rongzhong Capital, potentially affecting comparability of current and prior year figures - The auditor was unable to determine whether adjustments were necessary for the results and cash flows of Rongzhong Capital, the carrying amounts of assets and liabilities at the disposal date, and the gain on disposal in **FY2023**[41](index=41&type=chunk) - The gain on disposal of approximately **HK$715,120 thousand** was treated as arising from an equity transaction and recognized in the consolidated statement of changes in equity in **FY2023**[39](index=39&type=chunk) - These matters may affect the comparability of current year figures with corresponding figures, leading to a **modification of the opinion** on the current year's consolidated financial statements[41](index=41&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E5%8F%8A%E5%88%86%E6%9E%90) [Business Overview](index=17&type=section&id=%E4%B8%9A%E5%8A%A1%E6%A6%82%E8%A7%88) The Group primarily provides leasing services in China and value-added services like due diligence, credit investigation, and debt collection in China, Hong Kong, and Singapore, aiming to reduce business risks through expansion and diversification - The Group is primarily engaged in **leasing services** in China and provides **due diligence, credit investigation, and debt collection services** in Hong Kong, China, and Singapore[43](index=43&type=chunk) - The Group reforms its leasing business by expanding operating regions and providing **value-added services** to reduce business risk exposure[45](index=45&type=chunk) [Leasing Services](index=17&type=section&id=%E7%A7%9F%E8%B3%83%E6%9C%8D%E5%8B%99) The Group provides car leasing services in various Chinese cities and plans to establish more subsidiaries to expand its leasing business as appropriate - The Group provides **car leasing services** in cities such as Huzhou, Ningbo, Shaoxing, Jiaxing, Taizhou, Hangzhou, Wenzhou, and Jinhua in China[44](index=44&type=chunk) - The Group intends to establish more subsidiaries in China as appropriate to promote and further expand its **profitable and stable leasing business**[44](index=44&type=chunk) [Credit Investigation and Debt Collection Services](index=17&type=section&id=%E4%BF%A1%E7%94%A8%E8%AA%BF%E6%9F%A5%E5%92%8C%E6%94%B6%E5%82%B5%E6%9C%8D%E5%8B%99) The Group expands due diligence, credit investigation, and debt collection services through acquisitions and new regional businesses to support leasing and mitigate risks, focusing on commercial receivables overdue **3 to 12 months** - Since **2021**, the Group has expanded its **due diligence, credit investigation, and debt collection services** through acquisitions and establishment of businesses in new regions as part of its strategy to reform the leasing business[45](index=45&type=chunk) - **Due diligence and credit investigation services** utilize **big data analytics** to generate credit reports and recommendations[45](index=45&type=chunk) - **Debt collection services** provide **non-litigation collection services** for commercial accounts receivable overdue for **3 to 12 months**[45](index=45&type=chunk) [Financial Overview](index=18&type=section&id=%E8%B4%A2%E5%8A%A1%E6%A6%82%E8%A7%88) This section details changes in the Group's financial indicators during the reporting period, including revenue growth, cost control, and reasons for the significant narrowing of losses [Revenue](index=18&type=section&id=%E6%94%B6%E7%9B%8A) FY2024 revenue grew **4.9%** to **HK$89.0 million**, driven by strategic deployment, new operating locations, and contributions from value-added services like credit assessment and debt collection - For the year ended **March 31, 2024**, the Group recorded revenue of approximately **HK$89.0 million**, an increase of approximately **4.9%** compared to the same period last year[48](index=48&type=chunk) - The increase in revenue was mainly due to the effective implementation of strategic deployment, expansion into new operating locations, and **value-added services** contributing approximately **HK$45.1 million** in revenue[48](index=48&type=chunk) - **Value-added services** further strengthen the Group's leasing business by building an **ecosystem**[48](index=48&type=chunk) [Staff Costs](index=18&type=section&id=%E4%BA%BA%E4%BA%8B%E6%88%90%E6%9C%AC) Staff costs for the reporting period were approximately **HK$28.5 million**, a **6.6%** year-on-year increase, mainly due to an increase in the Group's headcount - During the reporting period, the Group's staff costs were approximately **HK$28.5 million**, an increase of approximately **6.6%** compared to the same period last year[49](index=49&type=chunk) - The increase was mainly due to an **increase in the Group's headcount**[49](index=49&type=chunk) [Other Operating Expenses](index=18&type=section&id=%E5%85%B6%E4%BB%96%E7%B6%93%E7%87%9F%E9%96%8B%E6%94%AF) Other operating expenses for the reporting period were approximately **HK$19.0 million**, a **5.9%** year-on-year decrease, mainly due to the Group's implementation of cost-saving measures - During the reporting period, the Group's other operating expenses were approximately **HK$19.0 million**, a decrease of approximately **5.9%** compared to the same period last year[50](index=50&type=chunk) - The decrease was mainly due to the Group's implementation of **cost-saving measures**[50](index=50&type=chunk) [Reversal of Impairment Loss on Financial Assets](index=18&type=section&id=%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E6%B8%9B%E5%80%BC%E8%99%A7%E6%90%8D%E6%92%A5%E5%9B%9E) During the reporting period, a reversal of impairment loss on financial assets of approximately **HK$0.3 million** was recorded, compared to a provision of approximately **HK$77.8 million** in the prior year, indicating improved asset quality - During the reporting period, a **reversal of impairment loss on financial assets** of approximately **HK$0.3 million** was recorded, compared to an impairment loss provision of approximately **HK$77.8 million** in the same period last year[51](index=51&type=chunk) - Slower-than-expected economic recovery, deteriorating real estate market, declining collateral values, and worsening operating conditions for SMEs continued to adversely affect the Group's **finance lease business**[53](index=53&type=chunk)[54](index=54&type=chunk) [Other Income](index=19&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) Other income for the reporting period was **HK$0.3 million**, a **49.3%** year-on-year decrease, mainly due to reduced government subsidies - During the reporting period, the Group's other income was approximately **HK$0.3 million**, a decrease of approximately **49.3%** compared to the same period last year[53](index=53&type=chunk) - The decrease was mainly due to **government subsidies** recognized as financial assistance[53](index=53&type=chunk) [Finance Costs](index=20&type=section&id=%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC) Finance costs for the reporting period were **HK$5.2 million**, a significant **84.4%** year-on-year decrease, primarily due to subsidiary disposals and capitalization of Gold Fame loans, reducing borrowings - During the reporting period, the Group's finance costs were approximately **HK$5.2 million**, a decrease of approximately **84.4%** compared to approximately **HK$33.6 million** in the same period last year[55](index=55&type=chunk) - Mainly due to the disposal of certain subsidiaries of the Group in the previous year and the capitalization of certain loans advanced by Gold Fame to the Company during the reporting period, resulting in a **reduction in the Group's borrowings**[55](index=55&type=chunk) [Loss for the Year](index=20&type=section&id=%E5%B9%B4%E5%85%A7%E8%99%A7%E6%90%8D) FY2024 loss was **HK$7.6 million**, a significant **93.9%** year-on-year reduction, primarily due to decreased impairment provisions for financial assets and goodwill, and lower finance costs - The Company's loss for the year ended **March 31, 2024**, was approximately **HK$7.6 million**, a decrease of approximately **93.9%** compared to the same period last year[56](index=56&type=chunk) - Mainly due to a reduction of approximately **HK$78.1 million** in expected credit loss provision for financial assets, a reduction of approximately **HK$9.6 million** in impairment provision for goodwill, and a decrease of approximately **HK$28.4 million** in finance costs[56](index=56&type=chunk) [Dividends](index=20&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend any final dividend payment for the year ended March 31, 2024 - The Board does not recommend any final dividend payment for the year ended March 31, 2024[57](index=57&type=chunk) [Liquidity, Financial Resources and Capital Resources](index=20&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) As of March 31, 2024, cash and cash equivalents decreased to **HK$7.0 million**, working capital deficit expanded to **HK$47.9 million**, but total equity turned positive to **HK$17.7 million** - As of **March 31, 2024**, the Group's bank balances and cash and short-term bank deposits totaled approximately **HK$7.0 million**, a decrease of approximately **HK$7.6 million** compared to **2023**[58](index=58&type=chunk) - Working capital deficit (current assets less current liabilities) was approximately **HK$47.9 million** (2023: approximately **HK$39.3 million**)[58](index=58&type=chunk) - Total equity was approximately **HK$17.7 million** (2023: capital deficit of approximately **HK$25.0 million**), with a gearing ratio of approximately **211%**[58](index=58&type=chunk) [Pledge of the Group's Assets](index=21&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of March 31, 2024, the Group had **no** bank borrowings secured by receivables from sale and leaseback arrangements or bank deposits - As of **March 31, 2024**, the Group's bank borrowings with a carrying value of **zero** were granted by banks in China and secured by the Group's receivables arising from sale and leaseback arrangements with a total carrying value of **zero**[59](index=59&type=chunk) - As of **March 31, 2024**, the Group's bank borrowings with a carrying value of **zero** were secured by bank deposits of **zero**[59](index=59&type=chunk) [Employees and Remuneration Policy](index=21&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of March 31, 2024, the Group had **127** employees in Hong Kong, China, and Singapore; remuneration is based on performance, experience, and industry practice, with benefits including medical insurance, retirement schemes, training allowances, and share option schemes - As of **March 31, 2024**, the Group had **127** employees in Hong Kong, China, and Singapore[60](index=60&type=chunk) - Remuneration is determined based on employee performance, experience, and current industry practice, and includes benefits such as **medical insurance, retirement schemes, and training allowances**[60](index=60&type=chunk) - The Group has established a **share option scheme** to reward eligible employees and participates in the **Hong Kong Mandatory Provident Fund Scheme, PRC social security schemes, and Singapore Central Provident Fund Scheme**[60](index=60&type=chunk) [Risk Factors and Management](index=22&type=section&id=%E9%A2%A8%E9%9A%AA%E5%9B%A0%E7%B4%A0%E5%8F%8A%E7%AE%A1%E7%90%86) The Group faces credit, funding, interest rate, foreign exchange, and liquidity risks; management closely monitors and mitigates these risks [Credit Risk of SMEs in China](index=22&type=section&id=%E4%B8%AD%E5%9C%8B%E7%9A%84%E4%B8%AD%E5%B0%8F%E4%BC%81%E6%A5%AD%E7%9A%84%E4%BF%A1%E8%B2%B8%E9%A2%A8%E9%9A%AA) The Group's business relies on SME financing and faces increased credit risk due to China's economic downturn, deteriorating real estate market, and declining collateral values; management mitigates risk through additional collateral and close monitoring - The sustainability of the Group's business depends on its ability to effectively manage **credit risk**, as SMEs face **higher default risks** due to economic downturns[62](index=62&type=chunk) - The continuous deterioration of market conditions in the real estate sectors in China and Hong Kong has a **significant adverse impact** on the value of properties held by SME customers[54](index=54&type=chunk) - Management prevents and reduces credit risk exposure by requiring **additional collateral** and closely monitoring customer credit risk and collateral values[62](index=62&type=chunk) [Risks Related to Funding Sources and Interest Rates](index=22&type=section&id=%E6%9C%89%E9%97%9C%E8%B3%87%E9%87%91%E4%BE%86%E6%BA%90%E5%8F%8A%E5%88%A9%E7%8E%87%E7%9A%84%E9%A2%A8%E9%9A%AA) The Group's business heavily relies on interest-bearing loans; interest rate fluctuations directly impact finance costs and profitability; management monitors rates and adjusts customer charges to mitigate risk - The Group's business operations largely depend on **interest-bearing loans**, and **interest rate fluctuations** directly impact finance costs and profitability[63](index=63&type=chunk) - Management will continue to closely monitor interest rate changes and charge customers the same amount to **mitigate interest rate risk** to the maximum extent[63](index=63&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group faces foreign exchange risk from RMB and USD transactions; currently, there is **no** hedging policy, but management will closely monitor and consider appropriate measures - The Group's foreign currency risk primarily arises from transactions denominated in **RMB and USD**[64](index=64&type=chunk) - The Group currently has **no** foreign exchange hedging policy, but management will continue to closely monitor relevant foreign currency risks and consider appropriate measures when necessary[64](index=64&type=chunk) [Liquidity Risk](index=22&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E9%A2%A8%E9%9A%AA) The Group faces liquidity risk in settling payables, accrued expenses, bank borrowings, and financing obligations; its policy is to regularly monitor liquidity needs to ensure sufficient cash reserves - The Group faces **liquidity risk** in settling trade payables, accrued expenses and other payables, as well as bank borrowings and their financing obligations[65](index=65&type=chunk) - The Group's policy is to regularly monitor its liquidity requirements to ensure **sufficient cash reserves** are maintained[65](index=65&type=chunk) [Post-Reporting Period Events and Group's Latest Developments](index=23&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%90%8E%E4%BA%8B%E9%A1%B9%E4%B8%8E%E9%9B%86%E5%9B%A2%E6%9C%80%E6%96%B0%E5%8F%91%E5%B1%95) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) For the year ended March 31, 2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the year ended **March 31, 2024**, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[66](index=66&type=chunk) [Contingent Liabilities](index=23&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of March 31, 2024, the Group had **no** significant contingent liabilities - As of **March 31, 2024**, the Group had **no** significant contingent liabilities[67](index=67&type=chunk) [Events After the Reporting Period](index=23&type=section&id=%E5%9B%9E%E9%A1%A7%E6%9C%9F%E9%96%93%E5%BE%8C%E4%BA%8B%E9%A0%85) Post-reporting period, the company entered new sub-lease and loan agreements with controlling shareholder Gold Fame Group Holdings Limited to support daily working capital - On **May 1, 2024**, the Company entered into a sub-lease agreement with Gold Fame to lease its principal place of business in Hong Kong for a monthly rent of **HK$98,616** for a period of **twelve months**[68](index=68&type=chunk) - On **May 1, 2024**, the Company entered into a loan agreement with Gold Fame, whereby Gold Fame agreed to provide **unsecured loan financing** totaling **HK$18,000,000** at an annual interest rate of **6%**[70](index=70&type=chunk) - These transactions constitute continuing connected transactions but are **fully exempt** as the amounts fall below the exemption thresholds[68](index=68&type=chunk)[70](index=70&type=chunk) [Latest Developments of the Group](index=24&type=section&id=%E9%9B%86%E5%9C%98%E6%9C%80%E6%96%B0%E7%99%BC%E5%B1%95) The Group is actively expanding its Greater Bay Area financing business, with **598** car leasing arrangements valued at approximately **RMB57.4 million** as of May 31, 2024; it will strengthen ecosystem synergies, diversify risks, and recover overdue receivables - As of **May 31, 2024**, the Group had entered into multiple car leasing arrangements involving a total of **598 vehicles**, valued at approximately **RMB57.4 million** (equivalent to approximately **HK$62.4 million**)[71](index=71&type=chunk) - The Group is working closely to further expand its **financing business** in various regions of the **Greater Bay Area**[71](index=71&type=chunk) - The Group will actively integrate into **multi-platform ecosystems**, expand development space, stimulate new growth drivers, and continue to manage and utilize various strategies and means to recover overdue **finance lease receivables**[71](index=71&type=chunk) [Additional Information on Qualified Audit Opinion](index=25&type=section&id=%E6%9C%89%E9%97%9C%E4%BF%9D%E7%95%99%E5%AF%A9%E6%A0%B8%E6%84%8F%E8%A6%8B%E4%B9%8B%E9%A1%8D%E5%A4%96%E8%B3%87%E6%96%99) [Details of Auditor's Qualified Opinion](index=25&type=section&id=%E6%A0%B8%E6%95%B0%E5%B8%88%E4%BF%9D%E7%95%99%E6%84%8F%E8%A7%81%E8%AF%A6%E6%83%85) UHY CPA Limited issued a **qualified opinion** on the Group's FY2024 consolidated financial statements, primarily concerning the scope of comparative information for the FY2023 disposal of Rongzhong Capital and its subsidiaries - UHY CPA Limited, the Group's auditor, issued a **qualified opinion** on the Group's consolidated financial statements for the year ended **March 31, 2024**[73](index=73&type=chunk) - The **qualified opinion** pertains only to the scope of comparative information in the consolidated financial statements, specifically the statement of profit or loss and other comprehensive income, statement of changes in equity, and statement of cash flows for the year ended **March 31, 2023**[73](index=73&type=chunk) - The auditor was unable to determine whether adjustments were necessary for the results, cash flows, carrying amounts of assets and liabilities at the disposal date, and gain on disposal of the Disposed Group in **FY2023**[74](index=74&type=chunk) [Audit Committee's Opinion on Qualified Audit Opinion and Management's Response](index=25&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E9%97%9C%E6%96%BC%E4%BF%9D%E7%95%99%E5%AF%A9%E6%A0%B8%E6%84%8F%E8%A6%8B%E7%9A%84%E6%84%8F%E8%A6%8B%E4%BB%A5%E5%8F%8A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B0%B1%E6%AD%A4%E7%9A%84%E5%8F%8D%E6%87%89) The Audit Committee concurs with management that the **qualified opinion** matters no longer impact the March 31, 2023, consolidated statement of financial position and do not affect FY2024 financial statements, except for comparative figure comparability - The Audit Committee concurs with management's position that the matters subject to the **qualified opinion** no longer have a potential impact on the consolidated statement of financial position as of **March 31, 2023**[76](index=76&type=chunk) - The Board and the auditor reached a consensus that the issues leading to the **qualified opinion** have been resolved and do not affect the **FY2024** consolidated financial statements[76](index=76&type=chunk) [Outlook](index=26&type=section&id=%E5%B1%95%E6%9C%9B) The Group aims to expand its China leasing network, integrate value-added services, and has evolved into a comprehensive financial services provider; through disposals, liabilities and business risks were reduced, and future growth will focus on diversifying revenue, expanding leasing services, and strengthening ecosystem synergies - The Group is committed to expanding its China leasing network and integrating distinctive value-added services, having developed into a **comprehensive financial services provider** in China offering value-added services in Hong Kong and Southeast Asia[77](index=77&type=chunk) - Following the completion of the disposal, the Group successfully **reduced related liabilities and business risks**, preparing for future development[77](index=77&type=chunk) - Looking ahead, the Group will achieve **stable growth** through diversification of revenue sources and related business risks, further expand leasing services to other regions, and strengthen **ecosystem synergies**[77](index=77&type=chunk) [Connected Transactions](index=26&type=section&id=%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) [Acquisition of Entire Equity Interest in Changfa Jianye Limited](index=26&type=section&id=%E6%94%B6%E8%B3%BC%E9%95%B7%E7%99%BC%E5%BB%BA%E6%A5%AD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8%E5%85%A8%E9%83%A8%E8%82%A1%E6%AC%8A) On May 31, 2023, the Company acquired the entire issued share capital of Changfa Jianye Limited for **HK$2**; this connected transaction was fully exempt as the amount fell below the exemption threshold - On **May 31, 2023**, the Company entered into a sale and purchase agreement with Gold Fame and its associates to acquire the entire issued share capital of Changfa Jianye Limited for a total consideration of **HK$2**[78](index=78&type=chunk) - The acquisition was completed on **June 2, 2023**, constituting a connected transaction but **fully exempt** as the applicable percentage ratios were below **0.1%** and the transaction was conducted on normal commercial terms[79](index=79&type=chunk) [Completion of Major and Connected Transaction Involving Acquisition of Remaining 49% Equity Interest in Ultimate Harvest Global Limited and Issue of New Shares](index=27&type=section&id=%E5%AE%8C%E6%88%90%E6%9C%89%E9%97%9C%E6%94%B6%E8%B3%BCUltimate%20Harvest%20Global%20Limited%E5%89%A9%E9%A4%9849%25%E8%82%A1%E6%AC%8A%E4%B8%94%E6%B6%89%E5%8F%8A%E6%96%B0%E8%82%A1%E4%BB%BD%E7%99%BC%E8%A1%8C%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8F%8A%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) On October 30, 2023, the Company agreed to acquire the remaining **49%** equity in Ultimate Harvest Global Limited (UMH) for **HK$17,500,000** by issuing new shares; the transaction completed on January 18, 2024, making UMH a wholly-owned subsidiary - On **October 30, 2023**, the Company entered into an acquisition agreement with Gold Fame to acquire **49%** of the issued share capital of UMH for **HK$17,500,000**, payable by issuing and allotting new shares of the Company to Gold Fame[80](index=80&type=chunk) - The transaction was completed on **January 18, 2024**, with Gold Fame being allotted and issued **46,052,632** new shares of the Company, and UMH becoming a **wholly-owned subsidiary** of the Company[81](index=81&type=chunk) [Supplemental Agreement and Completion of Disposal of Entire Issued Share Capital and Shareholder's Loan of Rongzhong Capital](index=27&type=section&id=%E8%A3%9C%E5%85%85%E5%8D%94%E8%AD%B0%E5%8F%8A%E5%AE%8C%E6%88%90%E6%9C%89%E9%97%9C%E5%87%BA%E5%94%AE%E8%9E%8D%E4%BC%97%E8%B5%84%E6%9C%AC%E7%9A%84%E5%85%A8%E9%83%A8%E5%B7%B2%E7%99%BC%E8%A1%8C%E8%82%A1%E6%9C%AC%E5%8F%8A%E8%82%A1%E4%B8%9C%E8%B2%B8%E6%AC%BE) On June 2, 2022, the Company entered a supplemental agreement with Mr. Xie Xiaoqing, amending the terms for the disposal of Rongzhong Capital; the disposal completed on March 17, 2023, terminating the Company's interest in Rongzhong Capital - On **June 2, 2022**, the Company entered into a supplemental agreement with Mr. Xie Xiaoqing, amending the terms of the sale and purchase agreement for the disposal of Rongzhong Capital[83](index=83&type=chunk) - The disposal was completed on **March 17, 2023**, and the Company ceased to hold any interest in Rongzhong Capital, with Rongzhong Capital and its subsidiaries no longer being subsidiaries of the Company[84](index=84&type=chunk) [Completion of Connected Transaction Regarding Subscription of New Shares Under Specific Mandate](index=28&type=section&id=%E5%AE%8C%E6%88%90%E6%9C%89%E9%97%9C%E6%A0%B9%E6%93%9A%E7%89%B9%E5%88%A5%E6%8E%88%E6%AC%8A%E8%AA%8D%E8%B3%BC%E6%96%B0%E8%82%A1%E4%BB%BD%E7%9A%84%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) On October 30, 2023, Gold Fame agreed to subscribe for new shares at **HK$0.38** per share, with the consideration paid by offsetting loans granted to the Company; the transaction completed on January 18, 2024, with Gold Fame allotted **123,490,939** new shares - On **October 30, 2023**, Gold Fame entered into a subscription agreement with the Company, whereby Gold Fame agreed to subscribe for new shares of the Company at **HK$0.38**, with the total consideration paid by offsetting certain loans granted by Gold Fame to the Company[87](index=87&type=chunk) - The transaction was completed on **January 18, 2024**, with Gold Fame being allotted and issued **123,490,939** new shares of the Company[88](index=88&type=chunk) [Continuing Connected Transactions](index=28&type=section&id=%E6%8C%81%E7%BA%8C%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) This section details the Group's continuing connected transactions, including trademark license agreements, finance lease guarantee agreements, sub-lease agreements, and various loan agreements with connected persons [Connected Persons](index=28&type=section&id=%E9%97%9C%E9%80%A3%E4%BA%BA%E5%A3%AB) Rongzhong Group Limited and its subsidiaries (including Wuhan Jinhong Investment Guarantee Co., Ltd.), Wuhan Rongzhong Network Technology Co., Ltd., Rongzhong Capital Investment Group Co., Ltd. and its subsidiaries (including Wuhan Xinzhongrong Enterprise Management Co., Ltd.) are all identified as connected persons of the Company - Gold Fame indirectly holds a **40.00%** interest in Rongzhong Group, thus Rongzhong Group and its indirect wholly-owned subsidiary Wuhan Jinhong are **connected persons** of the Company[91](index=91&type=chunk) - Mr. Xie, a substantial shareholder of the Company, directly owns **100.00%** interest in Wuhan Rongzhong Network Technology Co., Ltd. and **98.21%** interest in Rongzhong Capital Investment Group Co., Ltd., respectively; therefore, Rongzhong Network, Rongzhong Capital Investment, and its wholly-owned subsidiary Wuhan Xinzhongrong Enterprise Management Co., Ltd. are **connected persons** of the Company[92](index=92&type=chunk) [Exempted Continuing Connected Transactions](index=29&type=section&id=%E8%B1%81%E5%85%8D%E6%8C%81%E7%BA%8C%E9%97%9C%E9%80%A3%E4%BA%A4%E6%98%93) The Group's trademark license, finance lease guarantee, sub-lease, and loan agreements with connected persons are exempt from shareholder approval, annual review, and disclosure requirements under Listing Rules [Trademark License Agreements](index=29&type=section&id=%E5%95%86%E6%A8%99%E8%A8%B1%E5%8F%AF%E5%8D%94%E8%AD%B0) Rongzhong Capital (a disposed subsidiary) entered into trademark license agreements with Rongzhong Group and Rongzhong Network to use certain trademarks perpetually and non-exclusively for **HK$1.00** or **RMB1.00** - Rongzhong Capital entered into trademark license agreements with Rongzhong Group and Rongzhong Network, respectively, to use certain trademarks on a **perpetual and non-exclusive basis** for a consideration of **HK$1.00** or **RMB1.00**[93](index=93&type=chunk) - Rongzhong Capital and its affiliates are entitled to use the trademarks as company logos and for promotional activities, and Rongzhong Group and Rongzhong Network shall **not transfer or license** the trademarks to competitors[93](index=93&type=chunk) [Finance Lease Guarantee Agreements](index=29&type=section&id=%E8%9E%8D%E8%B3%87%E7%A7%9F%E8%B3%83%E6%93%94%E4%BF%9D%E5%8D%94%E8%AD%B0) China Rongzhong (a disposed subsidiary) entered into finance lease guarantee agreements with Wuhan Rongzhong and Wuhan Jinhong, where the latter guaranteed certain customers' lease payments, with customers pledging additional assets to the guarantors - China Rongzhong entered into **finance lease guarantee agreements** with Wuhan Rongzhong and Wuhan Jinhong, whereby the latter acted as guarantors for certain customers' lease payment obligations to China Rongzhong[94](index=94&type=chunk) - Customers will pledge **additional assets** to Wuhan Rongzhong and Wuhan Jinhong as further security[94](index=94&type=chunk) - Guarantee fees (if any) are **fully borne** by China Rongzhong's customers[94](index=94&type=chunk) [Sub-lease Agreement for the Company's Principal Place of Business in Hong Kong](index=30&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E9%A6%99%E6%B8%AF%E4%B8%BB%E8%A6%81%E7%87%9F%E6%A5%AD%

Financial Performance - Revenue for the six months ended September 30, 2023, was HKD 49,197,000, an increase of 8% compared to HKD 45,509,000 for the same period in 2022[4] - The company reported a profit before tax of HKD 1,303,000, a significant improvement from a loss of HKD 22,315,000 in the previous year[4] - The net profit for the period was HKD 1,293,000, compared to a net loss of HKD 22,323,000 in the same period last year[4] - Total comprehensive income for the period amounted to HKD 875,000, a decrease from HKD 46,352,000 in the previous year[4] - The basic loss per share improved to HKD (0.29) from HKD (5.65) year-on-year[4] - The company incurred a loss of HKD 1,232,000 for the six months ended September 30, 2023, compared to a loss of HKD 23,292,000 in the previous period[9] - The company reported a pre-tax profit of HKD 1,303,000 for the six months ended September 30, 2023, after accounting for personnel costs of HKD 1,728,000 and other operating expenses of HKD 2,446,000[28] - The company reported a profit of approximately HKD 1.3 million for the reporting period, a significant improvement from a loss of approximately HKD 22.3 million for the same period last year[125] Assets and Liabilities - The company's total assets decreased to HKD 58,615,000 from HKD 69,023,000 as of March 31, 2023[5] - Current liabilities decreased to HKD 48,582,000 from HKD 63,871,000, improving the company's net current liabilities position[5] - The company's cash and cash equivalents increased to HKD 15,269,000 from HKD 14,575,000[5] - The company reported a total equity attributable to owners of the company of HKD (655,090,000) as of September 30, 2023, reflecting a decrease from HKD (701,426,000) at the beginning of the period[9] - The company has a net current liability of approximately HKD 21,131,000 as of September 30, 2023, raising concerns about its ability to continue as a going concern[16] - The company’s total liabilities included bank borrowings of approximately HKD 1,261,000 and amounts due to related companies of approximately HKD 23,933,000[16] - Total liabilities decreased to HKD 106,591,000 from HKD 118,635,000, indicating a reduction of 10.2%[32] Cash Flow and Financing - For the six months ended September 30, 2023, the net cash generated from operating activities was HKD 7,375,000, compared to a net cash used of HKD 4,832,000 in the same period last year[11] - The financing activities resulted in a net cash outflow of HKD 6,060,000 for the period, compared to a net cash inflow of HKD 2,333,000 in the previous year[11] - The company secured a loan agreement with a major shareholder, providing an unsecured term loan of HKD 50,000,000 to support general working capital, maturing on October 20, 2024[18] - The company successfully executed a subscription agreement, allowing for the issuance of shares to offset liabilities totaling approximately HKD 26,357,000 and an unsecured loan note of HKD 11,599,000[19] - The company has unused credit facilities of HKD 35,634,000 and HKD 32,946,000 as of September 30, 2023, from related companies[18] - The company is in discussions to secure additional sources of new loan financing as needed[18] Cost Management - The company is implementing active cost-saving measures to control administrative costs and improve operating cash flow, ensuring sufficient working capital for at least the next twelve months[19] - Total personnel costs decreased to HKD 13,448,000 in the first half of 2023 from HKD 14,031,000 in the same period of 2022, reflecting a reduction of approximately 4.1%[41] - Other operating expenses were approximately HKD 8.4 million, a decrease of about 10.9% from approximately HKD 9.4 million for the same period last year, primarily due to cost-saving measures[119] Credit and Impairment - The company recognized expected credit losses of HKD 14,000 for the six months ended September 30, 2023, compared to HKD 7,525,000 in the previous year, indicating a significant reduction in credit losses[36] - The company recorded a net impairment loss of HKD 77,647,000 for the six months ended September 30, 2023, reflecting ongoing challenges in credit risk management[54] - The provision for credit losses on trade receivables increased to HKD 1,208,000 as of September 30, 2023, from HKD 804,000 as of March 31, 2023[66] Shareholder and Governance - The company did not declare or propose any dividends to ordinary shareholders for the six months ended September 30, 2023, consistent with the previous year[42] - The company has appointed new non-executive and independent non-executive directors to comply with listing rules regarding board composition[153] - The board of directors consists of eight members, including one executive director, four non-executive directors, and three independent non-executive directors[156] - The company has adopted a board diversity policy to enhance performance quality, considering factors such as gender, age, cultural background, and professional qualifications[159] - The company is committed to good corporate governance practices, although it currently lacks a chairman as of the annual general meeting held on September 19, 2023[152] Related Party Transactions - The company has significant influence from Jinbang, which is reflected in the related party transactions and financial arrangements disclosed in the report[74] - The company has a loan facility from its major shareholder, Jinbang, with a maximum limit of HKD 50,000,000, at an interest rate of 6.0%[80] - The company has a related party balance of 10.9 million HKD as of September 30, 2023, down from 14.5 million HKD on March 31, 2023[187] Market and Operational Challenges - Despite operational improvements, the company acknowledges ongoing economic challenges due to the pandemic and political instability affecting customer cash flows[150] - The group faces credit risk primarily from leasing receivables and loans, with increased default risk due to economic uncertainties affecting SMEs[133] - The company continues to expand its leasing business in China, diversifying business risks and enhancing its market position[150]