NOTIFICATION LETTER 通知信函 Dear Non-Registered Holder (Note 1) , Orient Securities International Holdings Limited (the "Company") – Notice of publication of 2024/25 Annual Report, Circular and Notice of Annual General Meeting ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.orientsec. com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange" ...

＊ NOTIFICATION LETTER 通知信函 31 July 2025 Dear Registered Shareholder, Orient Securities International Holdings Limited (the "Company") – Notice of publication of 2024/25 Annual Report, Circular, Notice of Annual General Meeting and Proxy Form ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.orientsec.com.hk and the website of The Stock Exchange of Hong Kong Limited ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不就因本通告全部或任何部分內容而產生或因倚賴該等 內容而引致之任何損失承擔任何責任。 ＊ （於開曼群島註冊成立之有限公司） （股份代號：8001） 股東週年大會通告 茲通告東方滙財證券國際控股有限公司（「本公司」）謹訂於二零二五年八月二十五日（星期 一）下午二時三十分假座香港德輔道中19號環球大廈12樓1205室舉行股東週年大會（「股東週年大 會」），藉以考慮及酌情處理下列普通事項： * 僅供識別 (d) 就本決議案而言： 「有關期間」指本決議案通過當日起至下列最早日期止之期間： 「供股」指董事於指定期間向於指定記錄日期名列本公司股東名冊之股份持有 人，按彼等當時之持股比例提呈發售股份或發售或發行認股權證、購股權或其 他授權認購股份之證券（惟董事有權就零碎配額，或考慮到香港以外任何司法 管轄權區之法例之任何限制或責任或香港以外任何認可監管機構或任何證券交 易所之要求或與確定任何該等限制或責任之存在或範圍有關之支出或延誤後， 作出彼等認為必需或權宜之取消權利行動或另作安排）。」 – 3 – ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、銀行經理、律師、專業會計師或其他 專業顧問。 閣下如已售出或轉讓名下所有東方滙財證券國際控股有限公司（「本公司」）之股份，應立即將本通函連同隨附之代表委任表格交 予買主或承讓人，或經手買賣或轉讓之銀行、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表任何聲明，並 明確表示概不就因本通函全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本通函（本公司各董事（「董事」）願共同及個別對此負全責）乃遵照香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）證券上市 規則之規定而提供有關本公司之資料。董事經作出一切合理查詢後確認，就彼等所深知及確信，本通函所載資料在各重大方面 均屬準確及完整，並無誤導或欺詐成分，且並無遺漏任何其他事項致使本通函所載任何陳述或本通函產生誤導。 ＊ （於開曼群島註冊成立之有限公司） （股份代號：8001） 建議 (I)授出發行新股份及購回股份之一般授權；及 (II)重選 ...

2024/25 Annual Report 年報 CHARACTERISTICS OF THE GEM ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the compani ...

[Annual Results Announcement](index=2&type=section&id=%E5%85%A8%E5%B9%B4%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A) This report details the company's financial performance for the year ended March 31, 2025, highlighting significant revenue growth offset by substantial impairment losses, and discusses operational strategies and governance practices [Performance Highlights](index=2&type=section&id=%E6%A5%AD%E7%B8%BE%E6%91%98%E8%A6%81) The Group's revenue surged 46.3% to HK$139 million, driven by underwriting and placement, yet substantial impairment losses on receivables led to a HK$214 million loss attributable to owners, reversing prior year's profit, with no final dividend Key Financial Highlights | Metric | FY2025 | FY2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | HK$138.8 million | HK$94.88 million | +46.3% | | Loss/(Profit) attributable to owners of the Company | HK$(214.2) million | HK$3.39 million | Reversal from profit to loss | | Loss/(Earnings) per share | HK$(172.17) cents | HK$2.73 cents | Reversal from profit to loss | | Final Dividend | Not recommended | Nil | - | [Consolidated Financial Statements](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) Consolidated financial statements reveal a pre-tax loss of HK$214 million, despite revenue growth, driven by HK$197 million impairment on receivables and higher marketing costs, with total assets declining from HK$274 million to HK$83.76 million and total equity from HK$239 million to HK$24.99 million Consolidated Statement of Profit or Loss Summary (HK$ thousands) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 138,761 | 94,878 | | Marketing and business development expenses | (134,779) | (8,467) | | Impairment loss on loans and interest receivable, net | (196,732) | (38,127) | | Loss/(Profit) before income tax | (214,220) | 7,577 | | **Annual Loss/(Profit) attributable to owners of the Company** | **(214,206)** | **3,392** | Consolidated Statement of Financial Position Summary (HK$ thousands) | Item | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Total assets | 83,759 | 273,660 | | Total liabilities | 58,768 | 34,463 | | **Net assets/Total equity** | **24,991** | **239,197** | [Notes to Consolidated Financial Statements](index=6&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) The notes detail accounting policies, segment performance, and key financial items, showing the Group's Hong Kong operations across five segments, with underwriting and placement as the primary revenue source (HK$136 million), but the lending business's HK$197 million loss was the core reason for the overall Group loss - The Group primarily engages in brokerage, underwriting and placement, securities financing, lending, and asset management services, with no significant operational changes during the year[9](index=9&type=chunk)[12](index=12&type=chunk) Summary of Segment Performance (HK$ thousands) | Business Segment | FY2025 Revenue | FY2025 Loss/(Profit) | FY2024 Revenue | FY2024 Loss/(Profit) | | :--- | :--- | :--- | :--- | :--- | | Brokerage | 730 | (527) | 567 | (118) | | Underwriting and Placement | 136,041 | (18,950) | 70,349 | 46,190 | | Margin Financing | 852 | 104 | 2,033 | (18,747) | | **Lending** | **–** | **(197,147)** | **21,241** | **(21,624)** | | Asset Management | 1,138 | 970 | 688 | 688 | | **Total** | **138,761** | **(215,550)** | **94,878** | **6,389** | - This year's revenue primarily derived from **underwriting and placement income (HK$136 million)**, while last year's was mainly from underwriting and placement (HK$70.35 million) and interest income from lending services (HK$21.24 million), with no interest income from lending business this year[22](index=22&type=chunk) [Management Discussion and Analysis](index=16&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) Management reviews business performance, highlighting significant revenue growth from urban investment bond placement offset by substantial lending impairment losses, leading to a decision to scale back lending and cease new loan approvals since 2023, while maintaining cautious optimism and exploring new avenues like corporate finance advisory - Facing a complex global economic landscape and high-interest rate environment, the Hong Kong stock market experienced a rebound, yet the Group's business encountered both challenges and opportunities[37](index=37&type=chunk)[38](index=38&type=chunk) - The Group successfully developed its urban investment bond placement business, becoming the primary driver of revenue growth this year[39](index=39&type=chunk)[71](index=71&type=chunk) - Due to difficulties in liquidating collateral in China, the Group fully impaired its loan portfolio and decided to scale back its lending business, focusing on loans collateralized by Hong Kong properties in the future[58](index=58&type=chunk)[61](index=61&type=chunk)[63](index=63&type=chunk) [Business Review](index=16&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) This year, business performance varied, with underwriting and placement achieving explosive growth from urban investment bond placements (HK$134 million), brokerage remaining stable, and asset management expanding, but the lending business incurred a full impairment of approximately HK$197 million due to mainland China collateral liquidation difficulties, becoming the primary cause of the Group's loss - Underwriting and placement business was a highlight this year, successfully completing **3 equity placements** and **58 urban investment bond placements**, with the latter generating a substantial **HK$134 million** in revenue[39](index=39&type=chunk)[40](index=40&type=chunk) - Asset management business continued to expand, providing services to **five funds**, with the total assets under management for four of these funds amounting to approximately **HK$544 million**[42](index=42&type=chunk)[45](index=45&type=chunk) - The lending business faced significant challenges; due to legal and practical difficulties in recovering loans and liquidating collateral in China, the Board, based on an independent professional valuation, decided to fully impair approximately **HK$378 million** of the loan portfolio, recognizing an expected credit loss of approximately **HK$197 million**[57](index=57&type=chunk)[58](index=58&type=chunk)[62](index=62&type=chunk) - To control risk, the Group has decided to scale back its lending business and has ceased approving any new loan applications since **2023**[63](index=63&type=chunk)[64](index=64&type=chunk) [Financial Review](index=25&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This fiscal year, total revenue grew 46.25% to HK$139 million, driven by urban investment bond placements, but marketing expenses surged to HK$135 million, and a critical HK$197 million impairment loss on receivables caused the Group to swing from profit to a HK$214 million loss, with liquidity ratios declining from 7.5x to 1.2x and a debt-to-asset ratio of 8.4% Revenue Composition Change (HK$ thousands) | Revenue Source | FY2025 | FY2024 | | :--- | :--- | :--- | | Underwriting and Placement Income | 136,041 | 70,349 | | Interest Income from Lending Services | – | 21,241 | | Others | 2,720 | 3,288 | | **Total** | **138,761** | **94,878** | - Marketing and business development expenses significantly increased by nearly **16 times** from approximately **HK$8.5 million** last year to approximately **HK$135 million**, primarily to support the development of the new urban investment bond placement business[81](index=81&type=chunk) - The annual loss was approximately **HK$214 million**, compared to a profit of **HK$3.4 million** in the same period last year, with the reversal primarily due to the recognition of approximately **HK$197 million** in impairment losses on loans and interest receivable[84](index=84&type=chunk) Key Financial Ratios | Ratio | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 1.2x | 7.5x | | Debt-to-asset Ratio | 8.4% | N/A | [Outlook](index=24&type=section&id=%E5%B1%95%E6%9C%9B) Despite global market uncertainties, management maintains cautious optimism for 2025, driven by recovering Hong Kong stock market activity, and plans to build a comprehensive financial services platform, actively exploring new expansion avenues, particularly developing corporate finance advisory through acquiring a Type 6 licensed entity - Management maintains a cautious optimistic outlook for the **2025** market, with confidence stemming from robust trading activity and the rebound of the Hang Seng Index in the Hong Kong stock market[65](index=65&type=chunk)[66](index=66&type=chunk) - The Group's strategic focus is to develop its corporate finance advisory business by acquiring a corporation holding a **Type 6 (advising on corporate finance)** license, aiming to expand its service scope and enhance competitive advantages[67](index=67&type=chunk)[68](index=68&type=chunk) [Corporate Governance and Other Matters](index=32&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%8B%E9%A0%85) This year, the Group maintained high corporate governance standards, largely complying with GEM Listing Rules, promptly rectifying a brief non-compliance regarding independent non-executive directors, with daily operations overseen by executive directors and senior management in the absence of a Chairman or CEO, and two legal proceedings against a subsidiary are not expected to materially impact the Group's financial position, with no dividends declared or significant acquisitions/disposals - The Company complied with most provisions of the Corporate Governance Code but deviated from the requirement regarding the separation of roles for Chairman and Chief Executive Officer (Code Provision C.2.1) as the Company currently has no Chairman or Chief Executive Officer[103](index=103&type=chunk)[104](index=104&type=chunk) - Between June and August **2024**, due to the resignation of an independent non-executive director, the Company temporarily did not meet the GEM Listing Rules' requirements for the number of independent non-executive directors and Audit Committee members, but compliance was restored upon the appointment of new members on August **28, 2024**[106](index=106&type=chunk)[107](index=107&type=chunk) - The Group faces **two legal proceedings** initiated by former clients, involving allegations of conspiracy to injure and fraudulent misrepresentation; based on legal counsel's assessment, the Board believes these claims will not have a material impact on the Group's financial position[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The Directors do not recommend the payment of a final dividend for the year ended March **31, 2025**[93](index=93&type=chunk)

Financial Performance - Revenue for the six months ended September 30, 2024, was HK$73,340,000, a significant increase of 591.5% compared to HK$10,604,000 for the same period in 2023[13] - Profit for the period reached HK$10,485,000, compared to HK$1,679,000 in the corresponding period of 2023, representing a growth of 523.5%[13] - Total comprehensive income for the period was HK$10,687,000, up from HK$1,679,000 in 2023, indicating a growth of 536.5%[15] - Basic and diluted earnings per share attributable to owners of the Company increased to 8.43 HK cents from 1.43 HK cents, reflecting a rise of 489.5%[15] - Profit attributable to owners of the Company for the six months ended 30 September 2024 was HK$10,485,000, a substantial increase from HK$1,777,000 in 2023[86] - The Group recorded a net profit attributable to owners of the Company of approximately HK$10,485,000 for the six months ended 30 September 2024, compared to approximately HK$1,777,000 in 2023[191] Assets and Liabilities - Current assets as of September 30, 2024, totaled HK$277,996,000, compared to HK$258,539,000 as of March 31, 2024, showing an increase of 7.6%[17] - Total assets amounted to approximately HK$289,683,000, up from approximately HK$273,660,000 as of 31 March 2024, while total liabilities increased to approximately HK$39,799,000 from approximately HK$34,463,000[195] - Net current assets increased to HK$238,772,000 from HK$224,076,000, representing a growth of 6.6%[17] - The current ratio was approximately 7.1 times as of 30 September 2024, down from 7.5 times as of 31 March 2024[195] - Total equity attributable to owners of the Company rose to HK$249,884,000 from HK$239,197,000, an increase of 4.5%[17] - The total equity as of 30 September 2024 was HK$249,884,000, an increase from HK$237,486,000 as of 30 September 2023, reflecting a growth of about 5.9%[21] Cash Flow - Net cash used in operating activities for the six months ended 30 September 2024 was HK$14,111,000, compared to a net cash generated of HK$255,000 in the same period of 2023, indicating a significant decline in cash flow from operations[23] - Cash and cash equivalents at the end of the period were HK$19,310,000, down from HK$41,654,000 at the beginning of the period, marking a decrease of approximately 53.7%[23] - The company reported a net cash used in investing activities of HK$7,766,000 for the six months ended 30 September 2024, with no cash used in investing activities reported for the same period in 2023[23] Expenses - Employee costs for the period were HK$3,351,000, slightly decreased from HK$3,400,000 in the previous year[13] - Administrative and other operating expenses surged to HK$59,652,000 from HK$5,582,000, reflecting an increase of 973.5%[13] - Finance costs for the period were HK$89,000, compared to HK$15,000 in the same period last year, indicating a rise of 493.3%[13] - Total administrative and other operating expenses increased to approximately HK$59,652,000 (2023: approximately HK$5,582,000), representing an increase of approximately 968.6%[186] Business Operations - The company has maintained its core business operations in brokerage services, underwriting, securities financing, money lending, and asset management without significant changes during the reporting period[26] - The Group's revenue is generated from brokerage services, underwriting, asset management, and money lending services[169] - The Group's banking facilities include a bank overdraft facility of up to HK$20 million, guaranteed by a corporate guarantee of the same amount[132] - The Group's asset management business includes agreements to provide investment advisory or custodian services for two funds registered in Hong Kong and three in the Cayman Islands, with fee income linked to assets under management and fund performance[145] Market and Economic Conditions - The global economy experienced moderate recovery during the reporting period, but growth momentum remained weak due to high inflation and geopolitical conflicts, leading to significant downward pressure on the economy[136] - The Group's performance is influenced by external factors such as the economic environment in Hong Kong, interest rate movements, and the turnover of the Hong Kong securities market[136] - The Group's financial performance is susceptible to fluctuations due to various external factors, including market demand for capital raising activities[136] Segment Performance - For the six months ended September 30, 2024, the total revenue from reportable segments was HK$73,340,000[44] - The segment profit for brokerage services was a loss of HK$304,000, while underwriting and placing services generated a profit of HK$791,000[47] - Margin financing services reported a loss of HK$242,000, whereas money lending services achieved a profit of HK$10,067,000[47] - Asset management services contributed a profit of HK$296,000, leading to a total segment profit of HK$10,608,000 for the period[47] Customer and Revenue Sources - Major customers contributing 10% or more of the Group's revenue included Customer A with HK$10,090,000 (13.76%) and Customer B with HK$9,511,000 (12.97%) for the six months ended 30 September 2024[59] - The increase in revenue was mainly attributable to new business providing placement services for Urban Investment Bonds, contributing approximately HK$61.27 million during the Reporting Period[172] - The Group recorded approximately HK$62,053,000 in placing commission income for the six months ended 30 September 2024, an increase of approximately 590 times compared to approximately HK$105,000 in 2023[177] Future Outlook and Strategy - The Group is considering expanding its corporate finance advisory business through acquisitions, focusing on licensed corporations with established client networks[163] - The Group aims to establish an integrated platform offering a wide range of financial services, including brokerage, underwriting, and asset management[162] - The Group plans to limit its money lending activities to loans secured by Hong Kong real estate moving forward[152] Dividend Policy - No dividends were recommended for the six months ended 30 September 2024, consistent with the previous year[79] - The Group currently does not have a pre-determined dividend payout ratio, and any future dividends will depend on operational performance and financial condition[196] - There is no assurance that the Group will declare or distribute any dividends in the future[200]

Financial Performance - Revenue for the six months ended September 30, 2024, was approximately HKD 73,340,000, an increase of about 591.63% compared to HKD 10,604,000 for the same period in 2023[5] - Profit attributable to owners for the six months ended September 30, 2024, was approximately HKD 10,485,000, representing an increase of about 490.04% from HKD 1,777,000 in the same period of 2023[5] - Total comprehensive income for the period was HKD 10,687,000, compared to HKD 1,679,000 for the same period in 2023[13] - Basic and diluted earnings per share for the period were HKD 0.0843, up from HKD 0.0143 in the same period of 2023[16] - The company's profit before tax for the six months ended September 30, 2024, was HKD 10,485,000, compared to HKD 1,777,000 for the same period in 2023, representing a significant increase[40] - The group recorded a net profit attributable to shareholders of approximately HKD 10,485,000, a significant increase from HKD 1,777,000 in 2023, driven by increased service income from the sale of city investment bonds[86] Dividends - The company does not recommend any interim dividend for the six months ended September 30, 2024, compared to no dividend for the same period in 2023[5] - The company did not recommend the payment of any dividends for the six months ended September 30, 2024, compared to no dividends in the same period of 2023[39] Assets and Liabilities - Non-current assets as of September 30, 2024, amounted to HKD 11,687,000, a decrease from HKD 15,121,000 as of March 31, 2024[17] - Current assets totaled HKD 277,996,000 as of September 30, 2024, compared to HKD 258,539,000 as of March 31, 2024[17] - Current liabilities were HKD 39,224,000 as of September 30, 2024, compared to HKD 34,463,000 as of March 31, 2024[17] - The company's total equity attributable to owners was HKD 249,884,000 as of September 30, 2024, compared to HKD 239,197,000 as of March 31, 2024[17] - The total receivables from loans and interest as of September 30, 2024, amounted to HKD 388,147,000, with HKD 241,704,000 in loans and HKD 146,443,000 in interest[45] - The net trade receivables as of September 30, 2024, were HKD 8,114,000, down from HKD 12,242,000 in March 2024[48] - The company reported a total of HKD 59,503,000 in trade receivables, with a provision for doubtful debts of HKD 51,389,000[48] - As of September 30, 2024, the total payable trade amounts from cash clients reached HKD 8,604,000, while margin clients accounted for HKD 2,228,000, resulting in a total of HKD 10,930,000[50] Revenue Sources - Brokerage service commission income was HKD 345,000, up from HKD 232,000 year-over-year, while underwriting and placement income rose to HKD 62,053,000 from HKD 105,000[33] - Margin financing service interest income decreased to HKD 347,000 from HKD 994,000, indicating a decline in this segment[33] - Lending service interest income increased to HKD 10,299,000 from HKD 8,942,000, reflecting growth in lending activities[33] - Asset management service income slightly decreased to HKD 296,000 from HKD 331,000, showing a minor decline in this area[33] - The company reported government grants of HKD 546,000 for the six months ended September 30, 2024, compared to no grants in the previous year[35] - The group recorded approximately HKD 62,053,000 in placement commission income for the six months ended September 30, 2024, an increase of about 590 times compared to approximately HKD 105,000 in the same period last year, attributed to the new business flow from City Investment Bonds[79] Business Operations - The company primarily engages in providing brokerage services, underwriting and placement services, securities and IPO financing services, lending services, and asset management services, with no significant operational changes during the reporting period[20] - All business operations are conducted in Hong Kong, with all revenue sources originating from this region[30] - The company continues to provide comprehensive securities trading and brokerage services, enhancing its offerings since April 2024[61] - The group aims to establish a comprehensive platform to provide a wide range of financial services, including brokerage, underwriting, and asset management services[72] - The group plans to explore opportunities to expand its existing business and diversify through acquisitions, particularly targeting licensed firms with established client networks in corporate finance consulting[73] Employee and Operational Costs - Employee costs and director remuneration amounted to HKD 3,351,000 for the six months ended September 30, 2024, slightly down from HKD 3,400,000 in 2023[36] - Total employee costs for the reporting period were approximately HKD 3,351,000, a decrease of about 1.4% from HKD 3,400,000 in 2023[82] - Marketing and business development expenses were reported at HKD 53,502,000 for the six months ended September 30, 2024, with no expenses recorded in the previous year[36] - Administrative and other operating expenses totaled approximately HKD 59,652,000, an increase of about 968.6% from HKD 5,582,000 in 2023, primarily due to marketing and business development costs for new service offerings[84] Legal and Governance Matters - The company received a claim from a former client, totaling HKD 10,000,000, related to fraudulent misrepresentation and damages[104] - The board believes that the claims against the company are extremely weak and will not have a significant impact on the financial position[105] - The company is actively engaged in discussions regarding the resolution of disputes through mediation[105] - The company's legal advisors have assessed the claims and provided opinions that support the board's position on the weakness of the claims[102] - The company will provide updates on the status of the claims as necessary[102] - The company has adhered to all corporate governance codes except for deviations noted in C.1.6 and C.2.1[122] - The company currently does not have a designated Chairman or CEO position, with operations managed by executive directors and senior management[123] - The board of directors has not established the positions of chairman or CEO, ensuring balanced power and authority distribution[124] - The resignation of Ms. Chan Min Yi as an independent non-executive director has resulted in the number of independent non-executive directors falling below the minimum required by GEM Listing Rules[126] - Ms. Wang Xiaoyue has been appointed as an independent non-executive director, bringing the number of independent non-executive directors back to compliance with GEM Listing Rules[127] - The audit committee consists of three independent non-executive directors, with Mr. Xiao Jianwei serving as the chairman[131] - The audit committee has reviewed the interim financial statements of the group and confirmed their compliance with applicable accounting standards[131] - The company has adopted trading standards for directors' securities transactions in accordance with GEM Listing Rules[129] - The board of directors includes three executive directors and three independent non-executive directors as of the announcement date[131] - The company is committed to ensuring the accuracy and completeness of the information disclosed in the announcement[132]

[Performance Overview](index=2&type=section&id=Overview) [Performance Summary](index=2&type=section&id=Performance%20Summary) The Group achieved a significant performance turnaround in FY2023/24, with total revenue surging 93.1% to **HKD 94.88 million**, driven by strong underwriting and placement business, resulting in a **HKD 3.39 million** profit attributable to owners of the Company Key Performance Indicators for FY2023/24 | Metric | Year Ended March 31, 2024 | Fifteen Months Ended March 31, 2023 | | :--- | :--- | :--- | | **Revenue** | Approx. HKD 94,878,000 | Approx. HKD 49,125,000 | | **Profit/(Loss) attributable to owners of the Company** | Profit approx. HKD 3,392,000 | Loss approx. HKD 125,702,000 | | **Basic earnings/(loss) per share** | 2.73 HK cents | (120.48) HK cents | | **Final dividend** | Not recommended | Nil | - The current financial period covers 12 months (April 1, 2023 to March 31, 2024), while comparative figures cover 15 months (January 1, 2022 to March 31, 2023), making the data not directly comparable[182](index=182&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Company achieved a pre-tax profit of **HKD 7.58 million** this fiscal year, reversing a **HKD 126 million** loss from the previous period, with total revenue of **HKD 94.88 million** successfully covering costs and losses, resulting in an annual profit of **HKD 3.39 million** Consolidated Statement of Profit or Loss Summary | Item (HKD Thousands) | Year Ended March 31, 2024 | Fifteen Months Ended March 31, 2023 | | :--- | :--- | :--- | | **Revenue** | **94,878** | **49,125** | | Other income | 1,188 | 125 | | Employee costs | (5,893) | (10,175) | | Administrative and other operating expenses | (22,608) | (11,486) | | Impairment loss on trade receivables, net | (19,692) | (6,456) | | Impairment loss on loans and interest receivables, net | (38,127) | (143,107) | | **Profit/(Loss) before income tax** | **7,577** | **(125,702)** | | Income tax expense | (4,185) | – | | **Profit/(Loss) for the year/period** | **3,392** | **(125,702)** | [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 were **HKD 274 million**, total liabilities were **HKD 34.46 million**, and net assets were approximately **HKD 239 million**, largely consistent with the prior year; net current assets were **HKD 224 million**, and cash and cash equivalents significantly increased from **HKD 5.77 million** to **HKD 41.65 million**, indicating substantially enhanced liquidity Consolidated Statement of Financial Position Summary | Item (HKD Thousands) | As at March 31, 2024 | As at March 31, 2023 | | :--- | :--- | :--- | | **Non-current assets** | 15,121 | 17,634 | | **Current assets** | 258,539 | 241,623 | | **Total assets** | **273,660** | **259,257** | | **Current liabilities** | 34,463 | 23,219 | | **Non-current liabilities** | – | 233 | | **Total liabilities** | **34,463** | **23,452** | | **Net assets** | **239,197** | **235,805** | | **Total equity** | **239,197** | **235,805** | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Operating Segments](index=7&type=section&id=Operating%20Segments) The Group's business is divided into five main segments, with the 'Underwriting and Placement' business becoming the absolute core of revenue and profit this fiscal year, contributing **HKD 70.35 million** in revenue and **HKD 46.19 million** in profit, while 'Margin Financing' and 'Lending' businesses recorded significant losses due to high impairment provisions, and revenue from the top three clients, all from underwriting and placement, accounted for **52.33%** of total revenue, indicating high client concentration Performance by Operating Segment (Year Ended March 31, 2024) | Segment (HKD Thousands) | Revenue | (Loss)/Profit | Assets | Liabilities | | :--- | :--- | :--- | :--- | :--- | | Brokerage | 567 | (118) | 32,279 | 12,523 | | **Underwriting and Placement** | **70,349** | **46,190** | **17,965** | **1,347** | | Margin Financing | 2,033 | (18,747) | 25,829 | 7,707 | | Lending | 21,241 | (21,624) | 196,897 | 365 | | Asset Management | 688 | 688 | 356 | – | | **Total** | **94,878** | **6,389** | **273,326** | **21,942** | - This year's revenue is highly concentrated among a few major clients, with the top three clients (all from the underwriting and placement business) collectively contributing over **HKD 50 million** in revenue, accounting for **52.33%** of total revenue[29](index=29&type=chunk)[194](index=194&type=chunk) [Revenue](index=10&type=section&id=Revenue) Total revenue for the year was **HKD 94.88 million**, a significant increase from **HKD 49.13 million** in the previous reporting period, primarily driven by a surge in 'Underwriting and Placement income' from **HKD 0.71 million** to **HKD 70.35 million**, while interest-based margin financing and lending service revenues declined Revenue Breakdown | Revenue Type (HKD Thousands) | Year Ended March 31, 2024 | Fifteen Months Ended March 31, 2023 | | :--- | :--- | :--- | | **Recognized under HKFRS 9** | | | | - Interest income from margin financing | 2,033 | 3,905 | | - Interest income from lending services | 21,241 | 43,237 | | **Recognized under HKFRS 15** | | | | - Commission income from brokerage services | 567 | 1,119 | | - Underwriting and placement income | **70,349** | **714** | | - Asset management service income | 688 | 150 | | **Total** | **94,878** | **49,125** | [Dividends](index=12&type=section&id=Dividends) The Board does not recommend the payment of any dividend for the financial year ended March 31, 2024 - The Company's directors do not recommend the payment of any dividend for the year ended March 31, 2024 (2023: Nil)[225](index=225&type=chunk)[17](index=17&type=chunk) [Earnings/(Loss) Per Share](index=12&type=section&id=Earnings%2F%28Loss%29%20Per%20Share) Profit attributable to owners of the Company for the year was **HKD 3.39 million**, resulting in basic and diluted earnings per share of **2.73 HK cents** based on 124,416,000 weighted average ordinary shares, successfully reversing a loss per share of **120.48 HK cents** in the prior period Earnings/(Loss) Per Share Calculation | Metric | Year Ended March 31, 2024 | Fifteen Months Ended March 31, 2023 | | :--- | :--- | :--- | | Profit/(Loss) attributable to owners of the Company (HKD Thousands) | 3,392 | (125,702) | | Weighted average number of ordinary shares | 124,416,000 | 104,333,222 | | **Basic and diluted earnings/(loss) per share (HK cents)** | **2.73** | **(120.48)** | [Events After Reporting Period](index=16&type=section&id=Events%20After%20Reporting%20Period) After the reporting period, several significant events occurred: the Company applied for a review of GEM Listing Committee's decision to suspend its shares; it agreed to subscribe for participating shares in a fund for **USD 300,000**; and most notably, the executive director overseeing the lending business, Ms. Li Yazhen, was suspended due to internal control deficiencies and impairment losses in that segment - The Company submitted an application to the GEM Listing Review Committee on April 3, 2024, to review the decision to suspend the trading of its shares[237](index=237&type=chunk)[25](index=25&type=chunk) - On May 3, 2024, the Company agreed to subscribe for participating shares in the Orient Global Master SPC fund for a total of **USD 300,000**[238](index=238&type=chunk)[37](index=37&type=chunk) - Due to deficiencies in collateral registration and limited progress in loan recovery within the lending business, the Board decided to suspend the executive director overseeing this business, Ms. Li Yazhen, from June 18, 2024[239](index=239&type=chunk)[26](index=26&type=chunk)[155](index=155&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=17&type=section&id=Business%20Review%20and%20Outlook) Facing a challenging macroeconomic environment, the Group actively adjusted its business strategy by developing a new offshore bond placement business for Chinese LGFV bonds, which successfully contributed approximately **HKD 68 million** in revenue this fiscal year, while scaling back its higher-risk lending business to focus on existing loan recovery, and planning to expand into corporate finance advisory services - The Group's traditional brokerage business was affected by the continuous volatility and declining trading volume in the Hong Kong stock market[28](index=28&type=chunk) - The Group successfully developed a new business providing placement services for offshore LGFV bonds, which contributed approximately **HKD 68 million** in revenue for FY2023/24, serving as the core driver of this year's performance growth[40](index=40&type=chunk)[89](index=89&type=chunk) - To control risk, the Board resolved to no longer approve any new loan applications, aiming to scale down the lending business and concentrate resources on the extension and recovery of existing loans[118](index=118&type=chunk) - The Group is considering horizontal expansion into corporate finance advisory services by acquiring a corporation holding a Type 6 license under the Securities and Futures Ordinance, aiming to provide one-stop services and enhance client stickiness[41](index=41&type=chunk) [Lending Business](index=18&type=section&id=Lending%20Business) The lending business faces severe challenges due to significant declines in collateral values related to the Mainland China property market and difficulties in cross-border enforcement, leading to approximately **HKD 181 million** in significant Expected Credit Loss (ECL) impairment recognized this year, and the executive director overseeing this business has been suspended due to internal control issues and continuous losses - The Group's lending business primarily grants loans to private companies and individuals who provide collateral, mostly Hong Kong or Mainland China real estate assets[67](index=67&type=chunk)[42](index=42&type=chunk) - Due to the downturn in the Mainland China property market leading to significant declines in collateral values, and potential delays or unsuccessful enforcement procedures in China, the independent valuer believes the Group faces the risk of losing most loans, thus applying a significant loss rate of up to **99.5%**[54](index=54&type=chunk)[53](index=53&type=chunk) Overview of Loans Receivable and Expected Credit Loss Provisions (As at March 31, 2024) | Loan Type | Number of Accounts | Total Outstanding Principal (HKD Millions) | Expected Credit Loss Provision (HKD Millions) | | :--- | :--- | :--- | :--- | | Secured Loans | 34 | 346.5 | 170.6 | | Unsecured Loans | 8 | 31.4 | 10.5 | | **Total** | **42** | **377.9** | **181.1** | - Due to internal control deficiencies and continuous impairment losses in the lending business, the executive director responsible for overseeing this business, Ms. Li Yazhen, has been suspended from her duties[111](index=111&type=chunk)[26](index=26&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) This fiscal year, the Group's financial performance fundamentally improved, with total revenue increasing from **HKD 49.13 million** to **HKD 94.88 million**, driven by explosive growth in underwriting and placement commission income, which offset significant impairment losses and transformed the company from a **HKD 126 million** loss to a **HKD 3.39 million** profit Revenue Breakdown (HKD Thousands) | Item | Year Ended March 31, 2024 | Fifteen Months Ended March 31, 2023 | | :--- | :--- | :--- | | Interest income from margin financing services | 2,033 | 3,905 | | Interest income from lending services | 21,241 | 43,237 | | Commission income from brokerage services | 567 | 1,119 | | **Underwriting and placement income** | **70,349** | **714** | | Service income | 688 | 150 | | **Total** | **94,878** | **49,125** | - The improvement in annual profit is primarily attributable to increased placement service income from the placement of overseas LGFV bonds, which generated approximately **HKD 68 million** in revenue this fiscal year[97](index=97&type=chunk) - Total administrative and other operating expenses increased to approximately **HKD 22.6 million**, primarily due to (i) approximately **HKD 8.5 million** in marketing and business development fees for the new offshore LGFV bond placement business; and (ii) **HKD 2 million** paid to debt collection agencies[93](index=93&type=chunk) - The Group recorded a net profit attributable to owners of the Company of approximately **HKD 3.4 million** for the year, compared to a loss of approximately **HKD 125.7 million** in the prior period[124](index=124&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=29&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's financial position is robust, with net current assets of approximately **HKD 224 million** and cash and bank balances significantly increasing to **HKD 41.7 million** at year-end; the current ratio of approximately **7.5 times** indicates strong short-term solvency, and with no interest-bearing debt, the debt-to-asset ratio is zero, reflecting a healthy capital structure Liquidity and Capital Structure Indicators | Metric | As at March 31, 2024 | As at March 31, 2023 | | :--- | :--- | :--- | | Net current assets | Approx. HKD 224,000,000 | Approx. HKD 218,400,000 | | Cash and bank balances | Approx. HKD 41,700,000 | Approx. HKD 5,800,000 | | Current ratio | Approx. 7.5 times | Approx. 10.41 times | | Debt-to-asset ratio | Nil (no interest-bearing debt) | Nil (no interest-bearing debt) | - The Group's capital consists solely of ordinary shares, with total equity amounting to approximately **HKD 239 million**[128](index=128&type=chunk) [Corporate Governance and Other Disclosures](index=30&type=section&id=Corporate%20Governance%20and%20Other%20Disclosures) [Contingent Liabilities](index=30&type=section&id=Contingent%20Liabilities) The Group's wholly-owned subsidiary, Orient Finance Securities, faces two legal claims (Claim A and Claim B) from former clients alleging conspiracy, fraudulent misrepresentation, and breach of contract; after seeking legal advice, the Board believes both claims lack merit and are not expected to have any material impact on the Group's financial position - Claim A involves a former client seeking damages for alleged conspiracy by unlawful means; based on legal advice, the Board believes the claim is unsubstantiated and the chance of overcoming the time bar is minimal[131](index=131&type=chunk)[107](index=107&type=chunk) - Claim B involves another former client seeking compensation for fraudulent misrepresentation, deceit, and breach of contract; the Board similarly believes the claim lacks merit and will not materially impact the Group's financials, with parties attempting mediation[108](index=108&type=chunk)[152](index=152&type=chunk) [Corporate Governance Practices](index=33&type=section&id=Corporate%20Governance%20Practices) The Company has several deviations and non-compliance issues in corporate governance, including the absence of a Chairman or CEO, and failing to meet GEM Listing Rules' minimum requirements for independent non-executive directors and audit committee members due to a resignation, with efforts underway to fill vacancies - The Company deviates from Corporate Governance Code Provision C.2.1, currently having no Chairman or Chief Executive Officer, with daily operations and management jointly overseen by executive directors and senior management[140](index=140&type=chunk)[162](index=162&type=chunk) - Due to the resignation of an independent non-executive director on June 25, 2024, the Company does not comply with GEM Listing Rules 5.05(1) (minimum number of independent non-executive directors) and 5.28 (minimum number of Audit Committee members); the Company will endeavor to fill the vacancies within three months[143](index=143&type=chunk)[164](index=164&type=chunk) - Due to inadvertent oversight, the Company failed to timely comply with GEM Listing Rules' disclosure and/or shareholder approval requirements for 34 loan extension agreements, some of which constituted discloseable transactions and some major transactions; the Company will convene an EGM to seek ratification[156](index=156&type=chunk)[157](index=157&type=chunk)[138](index=138&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全 部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ＊ （於開曼群島註冊成立之有限公司） （股份代號： 8001） 有 關 截 至 二 零 二 三 年 九 月 三 十 日 止 六 個 月 之 中 期 報 告 之 澄 清 公 告 茲提述(i)東方滙財證券國際控股有限公司（「本公司」，連同其附屬公司統稱「本 集團」）於二零二三年十一月十三日刊發的本公司截至二零二三年九月三十日 止六個月之中期報告（「中期報告」）；及(ii)本公司於二零二三年十一月七日刊 發的本公司截至二零二三年九月三十日止六個月之中期業績公告（「中期業績 公告」）。除文義另有規定外，本公告所用詞彙與中期報告所界定者具有相同涵 義。 本公司注意到，本集團於二零二三年九月三十日之簡明綜合財務狀況表（「中期 財務狀況」）存在資產分類錯誤（「分類錯誤」）。因此，本公司謹此澄清中期報告 及中期業績公告所呈列之中期財務狀況有關項目的正確分類。 分類錯誤 誠如中期報告及中期業績公告所披露，截至二零二三年九月 ...