Imperium Financial Group Limited 帝國金融集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8029） 二零二四年╱二零二五年環境、 社會及管治報告 - 1 - | 1 | | 範圍及報告期間 | 3 | | --- | --- | --- | --- | | | 1.1 | 權益人之參與及重要性評估 | 4 | | | 1.2 | 權益人之反饋 | 4 | | | 1.3 | 可持續發展核心價值、使命及願景 | 5 | | | | 1.3.1 核心價值 | 5 | | | | 1.3.2 使命 | 5 | | | | 1.3.3 願景 | 5 | | | 1.4 | 權益人之參與 | 6 | | | 1.5 | 管治架構 | 6 | | 2 | | 環境及資源使用 | 6 | | | 2.1 | 廢氣排放 | 7 | | | | 2.1.1 溫室氣體排放 | 7 | | | | 2.1.2 航空商務差旅 | 7 | | | 2.2 | 資源使用 | 8 | | | | 2.2.1 能源耗量 | 8 | | | | 2.2.2 耗水量 | 8 | | | | 2.2. ...

（於開曼群島註冊成立之有限公司）| （股份代號：8029） 帝國金融集團有限公司 IMPERIUM FINANCIAL GROUP LIMITED 年 度 報 告 2025 (Incorporated in the Cayman Islands with limited liability) | Stock Code: 8029 帝國金融集團有限公司 IMPERIUM FINANCIAL GROUP LIMITED 2025 Annual Report ANNUAL REPORT 2025 年度報告 IMPERIUM FINANCIAL GROUP LIMITED 帝國金融集團有限公司 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位乃為相較在聯交所上市之其他公司帶有更高投資風險之公司提供 一個上市之市場。有意投資者應了解投資於該等公司之潛在風險，並應經過審 慎周詳之考慮後方作出投資決定。GEM具有較高風險及其他特色表示GEM較 適合專業投資者及其他資深投資者。 由於GEM上市公司屬新興性質，在GEM買賣之證券可能會較於聯交所主板買 賣之證券承受更大市場波動風險，同時無法保證在GEM買賣之證券會 ...

[Financial Performance Overview](index=2&type=section&id=%E8%B2%A1%E5%8B%99%E6%A5%AD%E7%B8%BE) [Consolidated Financial Statements](index=2&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The company's revenue grew but profitability declined sharply, resulting in a significant net loss and a severe capital deficiency [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Revenue increased but gross profit fell, leading to a substantially wider loss from continuing operations and a total annual loss of HK$42.22 million | Metric | FY2025 (HK$'000) | FY2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | 32,208 | 29,732 | +8.3% | | **Gross Profit** | 4,686 | 9,154 | -48.8% | | **Loss from continuing operations for the year** | (46,442) | (11,936) | +289.1% | | **Total loss for the year** | (42,222) | (13,597) | +210.5% | | **Loss attributable to owners of the Company** | (38,481) | (13,597) | +183.0% | | **Basic loss per share (HK cents)** | (16.5) | (5.9) | +179.7% | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) The company's financial position deteriorated significantly, with total liabilities far exceeding assets, resulting in a large capital deficiency | Metric | As at March 31, 2025 (HK$'000) | As at March 31, 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-current assets** | 2,622 | 38,086 | | **Current assets** | 87,279 | 105,267 | | **Current liabilities** | 171,001 | 185,917 | | **Net current liabilities** | (83,722) | (80,650) | | **Net liabilities / Capital deficiency** | (81,937) | (46,948) | [Independent Auditor's Report Summary](index=22&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E8%A6%81) The auditor highlighted a material uncertainty regarding the Group's ability to continue as a going concern due to significant losses and net liabilities - The auditor's report explicitly states that the Group's **significant losses and net liability position** cast substantial doubt on its going concern ability[44](index=44&type=chunk) [Going Concern Analysis](index=6&type=section&id=%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E5%9F%BA%E7%A4%8E) Management acknowledges going concern issues and has implemented measures including cost controls and securing a debt extension from the controlling shareholder - The Group faces **severe going concern issues**, primarily reflected in its substantial losses and net liability position[10](index=10&type=chunk) - To address the liquidity crisis, management has adopted several measures, including **cost control, cash flow improvement, and seeking new financing**[10](index=10&type=chunk) - The controlling shareholder, Mr. Cheng Ting Kong, has agreed to extend the repayment deadline for promissory notes of approximately **HK$82.25 million to December 31, 2026**, providing a crucial buffer for the company[10](index=10&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review and Segment Performance](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E8%88%87%E5%88%86%E9%83%A8%E8%A1%A8%E7%8F%BE) The Group's business structure shifted with the addition of a loss-making appliance segment and the disposal of its property investment business | Segment (Continuing Operations) | Revenue FY2025 (HK$'000) | Revenue FY2024 (HK$'000) | Segment Results FY2025 (HK$'000) | Segment Results FY2024 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | **Cryptocurrency Business** | 10,127 | 22,626 | (5,963) | 446 | | **Financial Services** | 5,671 | 5,901 | (6,917) | 10,623 | | **Sales of Electrical Appliances** | 16,410 | – | (7,638) | – | | **Horse Services** | – | 1,205 | (298) | 10,275 | | **Total** | **32,208** | **29,732** | **(20,816)** | **21,344** | [Financial Services](index=25&type=section&id=%E9%87%91%E8%9E%8D%E6%9C%8D%E5%8B%99) The financial services segment's performance declined due to market weakness, with future plans to revive corporate finance and investment immigration services - The financial services business adopted a **cautious approach due to market weakness**, leading to a decline in revenue and profit[60](index=60&type=chunk) - A large loan with a principal of **HK$14.3 million is overdue**, posing a credit risk to the Group[61](index=61&type=chunk)[62](index=62&type=chunk) - Future plans include **relaunching the investment immigration business** and focusing on corporate finance services upon market recovery[72](index=72&type=chunk) [Cryptocurrency Business](index=26&type=section&id=%E9%96%8B%E6%8E%A1%E5%8A%A0%E5%AF%86%E8%B2%A8%E5%B9%A3) Cryptocurrency business revenue declined sharply, and the Group is taking a cautious approach by divesting older equipment post-Bitcoin halving - Revenue from the cryptocurrency business **declined significantly year-over-year**[24](index=24&type=chunk)[45](index=45&type=chunk) - Due to the Bitcoin halving, the Group maintains a **cautious stance on this business** and has sold some older equipment to control costs[66](index=66&type=chunk) [Sales of Electrical Appliances Business](index=27&type=section&id=%E9%8A%B7%E5%94%AE%E9%9B%BB%E5%99%A8) The newly acquired electrical appliance business contributed revenue but incurred a segment loss due to unfavorable market conditions - The Group entered the electrical appliance market through an acquisition, establishing a **new business segment**[67](index=67&type=chunk) - This new business contributed **HK$16.41 million in revenue** but incurred a loss due to poor market performance[24](index=24&type=chunk)[50](index=50&type=chunk) [Discontinued/Scaled-down Businesses](index=18&type=section&id=%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99) The Group discontinued its property investment business after a sale and ceased generating revenue from its horse services segment - The Group has **disposed of its investment property**, thereby discontinuing the property investment business[37](index=37&type=chunk)[59](index=59&type=chunk) - The horse services business **ceased to generate revenue** due to aging assets, and the Group does not intend to invest further[58](index=58&type=chunk) [Financial Position and Liquidity](index=27&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's liquidity is weak with a low current ratio, but management believes resources are sufficient due to a major debt extension | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | 87,279 HK$'000 | 105,267 HK$'000 | | **Current Liabilities** | 171,001 HK$'000 | 185,917 HK$'000 | | **Current Ratio** | 0.51 : 1 | 0.57 : 1 | | **Bank Balances** | 29,527 HK$'000 | 47,600 HK$'000 | - A major component of current liabilities is promissory notes, for which the **maturity date has been extended to December 31, 2026**, with the controlling shareholder's consent, temporarily alleviating repayment pressure[10](index=10&type=chunk)[68](index=68&type=chunk) [Outlook and Risks](index=28&type=section&id=%E5%89%8D%E6%99%AF) The Group will focus on financial services opportunities while navigating risks from market volatility and a challenging Hong Kong economic environment - The future strategic focus is on **developing financial services**, including placing agency and relaunching the investment immigration business[72](index=72&type=chunk) - Key risk factors include: - The impact of **global stock market volatility** on the securities and asset management business - **High volatility in the value of cryptocurrency assets**[73](index=73&type=chunk)[74](index=74&type=chunk) - Management anticipates that the **Hong Kong economic environment will remain challenging** and will stay vigilant to address uncertainties[75](index=75&type=chunk) [Corporate Governance and Other Disclosures](index=29&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) [Dividend Policy](index=24&type=section&id=%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for the fiscal year ended March 31, 2025 - The company **will not distribute a dividend** for the current year[38](index=38&type=chunk)[56](index=56&type=chunk) [Corporate Governance Practices](index=29&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The company confirms its compliance with the Corporate Governance Code as set out in the GEM Listing Rules for the fiscal year - The company states that it has **complied with the Corporate Governance Code** as stipulated in the GEM Listing Rules during the reporting year[80](index=80&type=chunk) [Audit Committee](index=29&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent directors, has reviewed the annual results and confirmed their compliance with relevant standards - The Audit Committee, composed of **three independent non-executive directors**, oversees financial reporting and internal controls[81](index=81&type=chunk) - The committee has **reviewed the annual results** and is satisfied with their compliance[82](index=82&type=chunk)

Imperium Financial Group Limited 帝國金融集團有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8029） 截至二零二五年三月三十一日止年度 業績公告 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位乃為相較在聯交所上市之其他公司帶有更高投資風險之公司提供一個上市之 市場。有意投資者應了解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方作 出投資決定。GEM具有較高風險及其他特色表示GEM較適合專業投資者及其他資深投 資者。 由於GEM上市公司屬新興性質，在GEM買賣之證券可能會較於聯交所主板買賣之證券 承受更大市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告的資料乃遵照GEM上市規則而刊載，旨在提供有關本集團的資料；董事願就本公 告共同及個別承擔全部責任。董事在作出一切合理查詢後確認，就彼等所深知及確信： (1)本公告所載 ...

Group 1 - The Hang Seng Index rose by 0.62% to close at 23827.78 points on May 21 [1] - Empire Financial Group (08029.HK) closed at HKD 0.71 per share, up 18.33%, with a trading volume of 35,000 shares and a turnover of HKD 23,700 [1] - Over the past month, Empire Financial Group has seen a cumulative increase of 20%, and a year-to-date increase of 60%, outperforming the Hang Seng Index by 18.05% [1] Group 2 - As of September 30, 2024, Empire Financial Group reported total revenue of HKD 13.9994 million, a year-on-year increase of 34.9% [1] - The company recorded a net profit attributable to shareholders of -HKD 19.4173 million, a decrease of 495.96% year-on-year [1] - The gross profit margin stood at 20.28%, with a debt-to-asset ratio of 153.95% [1] Group 3 - Currently, there are no institutional investment ratings for Empire Financial Group [1] - The average price-to-earnings (P/E) ratio for the financial industry is 21.19 times, with a median of -0.09 times [1] - Empire Financial Group has a P/E ratio of -4.44 times, ranking 123rd in the industry [1] Group 4 - Empire Financial Group operates a diversified financial business in Hong Kong, including securities and futures trading, corporate placements, financial credit financing, and asset management [2] - The company also engages in horse trading services in Australia and Europe, as well as professional software and IT development [2]

资料显示，帝国金融集团有限公司於香港联合交易所创业版上市,股票编号为:8029。本集团主要在香港 经营多元化的金融业务,包括证券及期货交易、企业配售、财务信贷融资及资产管理。此外,帝国金融集 团有限公司之其他业务包括澳洲及欧美等地的育马及马匹交易服务、专业软件及资讯科技开发等。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 本文源自：金融界 5月7日，截至港股收盘，恒生指数上涨0.13%，报22691.88点。帝国金融集团（08029.HK）收报0.72港 元/股，上涨48.45%，成交量604.73万股，成交额455.3万港元，振幅47.42%。 最近一个月来，帝国金融集团累计跌幅3%，今年来累计涨幅29.33%，跑赢恒生指数12.97%的涨幅。 财务数据显示，截至2024年9月30日，帝国金融集团实现营业总收入1399.94万元，同比增长34.9%；归 母净利润-1941.73万元，同比减少495.96%；毛利率20.28%，资产负债率153.95%。 机构评级方面，目前暂无机构对该股做出投资评级建议。 行业估值方面，其他金融行业市盈率（TTM）平均值为19.54倍， ...

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 15,524,000, an increase of about 34.9% compared to the same period last fiscal year[7]. - The gross profit for the same period was approximately HKD 3,148,000, down from HKD 6,135,000 in the previous fiscal year[7]. - The loss attributable to owners of the company for the six months ended September 30, 2024, was approximately HKD 21,532,000, compared to a loss of HKD 3,613,000 in the same period last year[7]. - The total comprehensive loss for the period was HKD 18,427,000, compared to HKD 6,452,000 in the previous year[13]. - The basic and diluted loss per share for the period was HKD 0.96, compared to HKD 0.21 in the previous year[13]. - The company reported a net loss of approximately HKD 22,342,000 for the six months ended September 30, 2024, compared to a net loss of HKD 3,613,000 for the same period in 2023[33]. - The group incurred a pre-tax loss of HKD 26,587 million for the six months ended September 30, 2024, compared to a pre-tax loss of HKD 3,613 million for the same period in 2023[50]. - The group reported a basic and diluted loss per share of HKD 22,342 million for the six months ended September 30, 2024, compared to HKD 4,843 million for the same period in 2023[67]. - The group recorded a loss of approximately HKD 22,300,000 for the six months ended September 30, 2024, an increase of about HKD 10,500,000 compared to the loss of approximately HKD 3,600,000 for the same period last year[107]. - The loss attributable to the owners of the company was approximately HKD 21,500,000, compared to approximately HKD 3,600,000 in the previous period[108]. Dividend and Shareholder Information - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[7]. - The group did not declare any interim dividend for the six months ended September 30, 2024, consistent with the previous year[66]. - Fresh Success Investment Limited holds 1,437,914,040 shares, representing 61.61% of the issued share capital[133]. - Raywell Holdings Limited owns 135,430,000 shares, accounting for 5.80% of the issued share capital[133]. Cash Flow and Liquidity - The group's cash and cash equivalents increased to HKD 58,077,000 from HKD 47,600,000 as of March 31, 2024[16]. - Cash and cash equivalents at the end of the period were HKD 58,077,000, an increase from HKD 57,423,000 in the previous year[29]. - The company experienced a net cash outflow from operating activities of HKD 9,037,000, compared to a net cash inflow of HKD 2,948,000 in the prior year[29]. - The company recorded a net cash inflow from investing activities of HKD 32,696,000, compared to a net cash outflow of HKD 737,000 in the previous year[29]. - The company plans to implement strict monitoring of receivables to improve cash flow and financial condition[37]. Assets and Liabilities - The total assets less current liabilities amounted to HKD (65,365,000) as of September 30, 2024, compared to HKD (42,564,000) as of March 31, 2024[20]. - The group's total liabilities increased to HKD 186,522,000 from HKD 185,917,000 as of March 31, 2024[16]. - Total liabilities as of September 30, 2024, amounted to approximately HKD 65,365,000, down from HKD 80,650,000 as of March 31, 2024[33]. - As of September 30, 2024, the group's net liabilities were approximately HKD 65,365,000, up from approximately HKD 46,948,000 as of March 31, 2024[115]. Revenue Breakdown - Cryptocurrency business revenue reached HKD 4,850 million, while financial services revenue was HKD 2,714 million, contributing to the overall revenue growth[50]. - Revenue from financial services decreased by approximately HKD 1,200,000, while revenue from cryptocurrency business increased by approximately HKD 300,000[101]. - The newly added electrical business generated revenue of approximately HKD 7,500,000 during the reporting period[101]. - The group's geographical revenue distribution showed HKD 15,109 million from Hong Kong and HKD 415 million from Australia for the six months ended September 30, 2024[56]. Operational Performance - The group’s total operating expenses for the six months ended September 30, 2024, were HKD 7,090 million, a decrease from HKD 9,136 million in the same period of 2023[63]. - Interest income from financial services was HKD 1,834 million, down from HKD 2,924 million in the previous year[47]. - Direct costs increased by approximately HKD 7,000,000 to about HKD 12,400,000 due to additional costs from the new electrical business[103]. - Other losses rose from approximately HKD 2,700,000 to about HKD 8,400,000, primarily due to losses from the sale of investment properties[104]. Corporate Governance - The company has established corporate governance procedures to ensure independent evaluation and review of business opportunities and performance[140]. - The audit committee, consisting of two independent non-executive directors, reviewed the performance for the six months ending September 30, 2024[144]. - The company has complied with all provisions of the corporate governance code, except for the absence of the chairman at the 2023 annual general meeting[150]. - The board consists of three executive directors and two independent non-executive directors as of the report date[152]. Other Information - The company acknowledges significant uncertainty regarding its ability to continue as a going concern due to its financial situation[38]. - The company is in discussions with creditors to extend the maturity of its debts and seek alternative financing solutions[37]. - The company completed the acquisition of a subsidiary on April 22, 2024, for a consideration of HKD 10,400, involving a 51% stake in the target company[91]. - The cash and cash equivalents acquired from the subsidiary amounted to HKD 529,000[98]. - The company acquired property, plant, and equipment at a cost of approximately HKD 0 for the six months ended September 30, 2024, compared to HKD 974,000 in the previous year[73]. - Trade receivables as of September 30, 2024, amounted to HKD 2,974,000, up from HKD 1,174,000 as of March 31, 2024[75]. - Prepayments, deposits, and other receivables increased to HKD 8,563,000 as of September 30, 2024, from HKD 5,141,000 as of March 31, 2024[81]. - The total number of employees increased to 31 as of September 30, 2024, from 26 in the previous year, with total compensation for the six months amounting to approximately HKD 7,090,000[121]. - No stock option plans were adopted or in existence during the six months ending September 30, 2024[129]. - The company and its subsidiaries did not purchase, sell, or redeem any shares during the six months ending September 30, 2024[130]. - The group has no investment properties following the completion of a major transaction related to the sale of investment properties in September 2024[114].

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 15,524,000, an increase of about 34.9% compared to the same period last year[12]. - The gross profit for the same period was approximately HKD 3,148,000, down from HKD 6,135,000 in the previous fiscal year[12]. - The loss attributable to owners of the company for the six months ended September 30, 2024, was approximately HKD 21,532,000, compared to a loss of HKD 3,613,000 in the same period last year[12]. - The total comprehensive loss for the period was HKD 18,427,000, compared to HKD 6,452,000 in the previous year[18]. - Basic and diluted loss per share for the period was HKD 0.96, compared to HKD 0.21 in the previous year[21]. - The group reported total revenue of HKD 15,524 thousand for the six months ended September 30, 2024, compared to HKD 11,508 thousand for the same period in 2023, representing a year-on-year increase of 35%[54]. - The group incurred a total loss before tax of HKD 26,587 thousand for the six months ended September 30, 2024, compared to a loss of HKD 3,613 thousand for the same period in 2023[57]. - The company reported a net loss of approximately HKD 22,342,000 for the six months ended September 30, 2024, compared to a net loss of HKD 3,613,000 for the same period in 2023[40]. - The company recorded a total of HKD 100,740,000 in promissory notes payable as of September 30, 2024[40]. - The company reported a loss on the early redemption of notes amounting to HKD 4,257,000 for the six months ended September 30, 2024, compared to HKD 1,512,000 in 2023, an increase of 182%[5]. Costs and Expenses - The group reported a significant increase in direct costs, which rose to HKD 12,376,000 from HKD 5,373,000 in the previous year[14]. - Administrative expenses for the period were HKD 13,943,000, slightly up from HKD 13,912,000 in the previous year[14]. - The direct costs increased by approximately HKD 7,000,000 to about HKD 12,400,000, primarily due to additional direct costs from the new electrical business[114]. - Employee benefit expenses totaled HKD 7,090,000 for the six months ended September 30, 2024, down from HKD 9,136,000 in 2023, reflecting a decrease of 22%[70]. - The other losses increased from approximately HKD 2,700,000 to about HKD 8,400,000, mainly due to losses from the sale of investment properties[115]. Cash Flow and Financial Position - The company generated a net cash outflow from operating activities of HKD (9,037,000) for the six months ended September 30, 2024, compared to a net cash inflow of HKD 2,948,000 for the same period in 2023[36]. - The company had cash and cash equivalents of approximately HKD 58,077,000 as of September 30, 2024, compared to HKD 47,600,000 as of March 31, 2024[36]. - As of September 30, 2024, the company recorded current liabilities net amounting to HKD 69,646,000, down from HKD 80,650,000 as of March 31, 2024[40]. - The company’s total liabilities as of September 30, 2024, were HKD 43,180,000, compared to HKD 47,894,000 as of March 31, 2024, indicating a decrease of 10%[90]. - The company’s equity attributable to owners amounted to HKD (64,565,000) as of September 30, 2024, compared to HKD (46,948,000) as of March 31, 2024[31]. - The group’s net liabilities as of September 30, 2024, were approximately HKD 65,365,000, compared to HKD 46,948,000 as of March 31, 2024[126]. Corporate Governance and Management - The company has established corporate governance procedures to ensure independent evaluation and review of business opportunities and performance[151]. - The Audit Committee was established on November 29, 2000, and is responsible for reviewing the financial reporting process and internal control mechanisms[155]. - The Remuneration Committee, formed on March 18, 2005, provides recommendations on the remuneration policies for directors and senior management[156]. - The company has complied with all provisions of the corporate governance code as per GEM Listing Rules, except for the absence of the chairman at the 2023 annual general meeting due to unforeseen circumstances[161]. - The Board of Directors consists of three executive directors and two independent non-executive directors as of the report date[163]. Business Operations and Strategy - The group has five operating segments: cryptocurrency business, financial services, horse services, property investment, and appliance sales, each managed separately due to different market needs[56]. - The group continues to implement various strategies to enhance revenue and control costs to achieve profitability and positive cash flow[44]. - The company plans to implement strict monitoring procedures on receivables to improve cash flow and financial condition[40]. - The group plans to adopt a flexible approach to further develop its Bitcoin mining business despite the recent Bitcoin halving[124]. - The company completed a major transaction involving the proposed share subscription, acquiring approximately 51% equity in Unlimited Technology International Limited[130]. Shareholder Information - As of September 30, 2024, Fresh Success Investment Limited, controlled by Mr. Zheng Dinggang, holds 1,437,914,040 shares, representing 61.61% of the issued share capital[144]. - Raywell Holdings Limited, owned by Mr. Yang Keqin, holds 135,430,000 shares, accounting for 5.80% of the issued share capital[144]. - The company did not adopt any share option schemes during the six months ending September 30, 2024, nor were there any unexercised options from previous schemes[140]. - There were no purchases, sales, or redemptions of shares by the company or its subsidiaries during the six months ending September 30, 2024[141].

[Company and Financial Overview](index=4&type=section&id=Company%20and%20Financial%20Overview) [Company Information](index=4&type=section&id=Company%20Information) This chapter outlines Empire Financial Group Limited's fundamental corporate details, including board members, committees, and key operational information - The company's Chairman is **Mr. Cheng Ting Kong**, and the auditor is **Crowe (HK) CPA Limited**[6](index=6&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) For the current fiscal year, the Group's revenue was approximately HKD 31.35 million, with a gross profit of approximately HKD 10.78 million, and a loss attributable to owners of approximately HKD 13.60 million 2024 Fiscal Year Financial Highlights | Metric | Amount (HKD) | | :--- | :--- | | Revenue | Approx. 31,354,000 | | Gross Profit | Approx. 10,776,000 | | Loss Attributable to Owners of the Company | Approx. 13,597,000 | | Year-end Bank Balances and Cash | Approx. 47,600,000 | | Proposed Final Dividend | Not Distributed | [Chairman's Statement](index=6&type=section&id=Chairman%20's%20Statement) The Chairman's Statement highlights a 3.57% year-on-year revenue increase to approximately HKD 31.35 million, with a significant reduction in loss attributable to owners to approximately HKD 13.60 million from HKD 117.6 million last year Year-on-Year Performance Change | Metric | FY2024 (HKD) | FY2023 (HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 31,354,000 | 30,273,000 | ▲ 3.57% | | Loss Attributable to Owners of the Company | 13,597,000 | 117,622,000 | ▼ 88.44% | - The Group believes the **recovery in Bitcoin prices** will be beneficial and remains confident in its long-term development[10](index=10&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Performance Review](index=7&type=section&id=Financial%20Performance%20Review) Revenue increased by 3.57% this fiscal year, primarily driven by the cryptocurrency business, which offset declines in financial and equine services, while the annual loss significantly decreased due to insurance claims and reduced impairment losses - The annual loss significantly decreased from **HKD 117.6 million** to **HKD 13.60 million**, primarily due to (i) insurance claims under other operating income and (ii) a substantial reduction in impairment losses related to cryptocurrencies during the period[19](index=19&type=chunk) Revenue Change by Business Segment | Business Segment | Revenue Change (HKD) | | :--- | :--- | | Cryptocurrency Business | ▲ 12,074,000 | | Financial Services | ▼ 8,403,000 | | Equine Services | ▼ 2,561,000 | | Property Investment | Stable Performance | - Administrative expenses decreased by approximately **HKD 17.88 million** year-on-year, mainly due to improved internal controls and reduced depreciation expenses[18](index=18&type=chunk) [Business Review](index=9&type=section&id=Business%20Review) The Group's business encompasses equine services, property investment, financial services, and cryptocurrency mining, with varying outlooks across segments due to market conditions and strategic decisions [Equine Services](index=9&type=section&id=Equine%20Services) Due to the aging of breeding horses, future revenue is expected to decline, and the Group has no intention of further investing in this segment - The Group anticipates a decline in revenue from the equine services segment in future fiscal years and has no intention of further investment in this segment[29](index=29&type=chunk) [Property Investment](index=9&type=section&id=Property%20Investment) The Group's investment properties in Australia provide stable rental income under a five-year lease term commencing March 31, 2021 - Property investment income is derived from leasing investment properties in Australia to an independent third party, under a five-year lease term commencing March 31, 2021[30](index=30&type=chunk) [Financial Services](index=9&type=section&id=Financial%20Services) Due to market volatility and subdued fundraising activities, the Group maintains a cautious approach to financial services, particularly money lending, resulting in decreased revenue and profit - Due to capital market volatility and subdued trading, the Board maintains a cautious approach to the financial services segment, particularly the money lending business, leading to reduced revenue and profit[31](index=31&type=chunk) Money Lending Business Portfolio (March 31, 2024) | Loan Type | Outstanding Principal (HKD) | Number of Loans | Collateral Status | | :--- | :--- | :--- | :--- | | Large Loans | Approx. 14,300,000 | 1 | Secured (Share Charge) | | Small Loans | Approx. 400,000 | 30 | Unsecured | [Cryptocurrency Mining](index=10&type=section&id=Cryptocurrency%20Mining) The Group commenced Bitcoin mining in April 2021 and, despite a market downturn in 2022, remains confident in its prospects following Bitcoin's strong rebound, though mining activities in Kazakhstan ceased in March 2024 - The Group is confident in the future development of Bitcoin mining and will adopt a flexible approach to seek further development, while having ceased its cryptocurrency mining activities in Kazakhstan in March 2024[41](index=41&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=11&type=section&id=Liquidity,%20Financial%20Resources,%20and%20Capital%20Structure) As of March 31, 2024, the Group's current ratio significantly decreased to 0.57:1 from 1.50:1, with current liabilities exceeding current assets, though management believes existing liquid assets are sufficient for business needs while seeking alternative financing Liquidity Indicator Changes | Metric | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | Current Assets | HKD 105,267,000 | HKD 140,728,000 | | Current Liabilities | HKD 185,917,000 | HKD 93,988,000 | | Current Ratio | 0.57 : 1 | 1.50 : 1 | | Bank Balances | HKD 47,600,000 | HKD 66,249,000 | - Management believes the Group has sufficient financial resources for ongoing business needs, but with acceptances payable as a major component of current liabilities, the Group will continue negotiations upon maturity and seek alternative debt and/or equity financing to meet cash flow requirements[42](index=42&type=chunk) [Prospects and Risks](index=12&type=section&id=Prospects%20and%20Risks) The Group anticipates a recovery in the Hong Kong stock market and plans to enhance its securities business, restart investment migration services, and seek strategic alliances, while facing key risks including country-specific risks, stock market volatility, and cryptocurrency value fluctuations - The Group plans to resume its investment migration business to leverage the Hong Kong government's new Capital Investment Entrant Scheme, aiming to diversify revenue streams[48](index=48&type=chunk) - Key risk factors include: - **Country Risk**: Equine business primarily in Australia, cryptocurrency business in Brunei and the US, facing policy uncertainties[49](index=49&type=chunk)[50](index=50&type=chunk) - **Stock Market Volatility**: Global stock market uncertainties impact returns from securities trading and asset management services[51](index=51&type=chunk) - **Cryptocurrency Value Volatility**: Cryptocurrency asset values are highly volatile and entirely market-driven[54](index=54&type=chunk) [Disclaimer of Opinion by Auditor](index=13&type=section&id=Disclaimer%20of%20Opinion%20by%20Auditor) In response to the auditor's disclaimer of opinion due to significant uncertainty regarding going concern, the Board outlined measures including exploring financing, enhancing cost control, and negotiating acceptance bill extensions, which the Audit Committee reviewed and approved - The auditor issued a **"Disclaimer of Opinion"** on the financial statements for the current fiscal year, its basis being the appropriateness of the going concern assumption for the company[55](index=55&type=chunk) - To address going concern issues, the Board plans to take the following measures: 1. Consider other financing arrangements and fundraising options[57](index=57&type=chunk) 2. Implement stronger measures to improve working capital and cash flow, including monitoring expenses, enhancing business performance, and seeking new businesses[57](index=57&type=chunk) 3. Continue negotiations for the extension of acceptance bills[57](index=57&type=chunk) - The Audit Committee has reviewed and agreed with management's action plan regarding the "Disclaimer of Opinion" and requested management to take necessary actions to ensure such an opinion does not recur in the next fiscal year[56](index=56&type=chunk) [Outlook and Development](index=14&type=section&id=Outlook%20and%20Development) [Outlook and Development](index=14&type=section&id=Outlook%20and%20Development) For 2024, the Group will closely monitor Hong Kong's challenging economic environment, including delayed interest rate cuts and subdued markets, while implementing stable development strategies and expanding its business portfolio through the acquisition of Unlimited Technology International Limited - Facing a challenging external economic environment, the Group will remain vigilant and formulate stable development strategies to strive for shareholder returns[58](index=58&type=chunk) - The Group expanded into new market segments by acquiring equity in **Unlimited Technology International Limited**, aiming to broaden its business portfolio and revenue streams[58](index=58&type=chunk) [Directors and Governance](index=15&type=section&id=Directors%20and%20Governance) [Directors and Staff](index=15&type=section&id=Directors%20and%20Staff) This chapter provides detailed personal biographies, professional backgrounds, and experience of the company's executive and independent non-executive directors - Executive Directors include Chairman **Mr. Cheng Ting Kong**, **Ms. Cheng Mei Ching**, and **Mr. Jim Tak Lai**. Independent Non-Executive Directors include **Mr. To Kin Chuen**, **Mr. Chan Tin Lap**, and **Mr. Hung Hoi Chap**[60](index=60&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) [Directors' Report](index=17&type=section&id=Directors%20's%20Report) The Directors' Report outlines the fiscal year's key operations, performance, dividend policy, related party transactions, shareholder equity, and corporate governance practices, confirming no final dividend proposed and compliance with GEM Listing Rules - The Directors do not recommend a final dividend for the year ended March 31, 2024[69](index=69&type=chunk) Major Shareholder Holdings (March 31, 2024) | Shareholder Name | Nature of Interest | Number of Shares Held | Percentage of Holding | | :--- | :--- | :--- | :--- | | Mr. Cheng Ting Kong | Interest in Controlled Corporation | 1,437,914,040 | 61.61% | | Fresh Success Investments Ltd | Beneficial Owner | 1,437,914,040 | 61.61% | | Mr. Yeung Hak Kan | Interest in Controlled Corporation | 135,430,000 | 5.80% | | Raywell Holdings Limited | Beneficial Owner | 135,430,000 | 5.80% | - The Group entered into continuing connected transactions for brokerage services with Chairman **Mr. Cheng Ting Kong** and his associates, and former Executive Director **Mr. Lui Man Wah**, with annual caps of **HKD 0.5 million** each, confirmed by the auditor and independent non-executive directors[85](index=85&type=chunk)[88](index=88&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - For the year ended March 31, 2024, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[105](index=105&type=chunk) [Corporate Governance Report](index=28&type=section&id=Corporate%20Governance%20Report) This report details the Group's corporate governance practices, confirming general compliance with GEM Listing Rules, outlining the board's structure and committee responsibilities, and describing the risk management and internal control systems - During the reporting period, the Company consistently complied with the Corporate Governance Code provisions in Appendix 15 of the GEM Listing Rules, with the only deviation being Chairman **Mr. Cheng Ting Kong's** inability to attend the 2023 Annual General Meeting due to unforeseen commitments[119](index=119&type=chunk)[120](index=120&type=chunk) - The Board has established three committees: Audit, Remuneration, and Nomination, all chaired by independent non-executive directors[146](index=146&type=chunk)[149](index=149&type=chunk)[154](index=154&type=chunk) - The Group's risk management and internal control systems are the responsibility of the Board, with design, implementation, and monitoring handled by management with the assistance of external consultants[171](index=171&type=chunk)[175](index=175&type=chunk)[181](index=181&type=chunk) [Auditor's Report and Financial Statements](index=42&type=section&id=Auditor%20's%20Report%20and%20Financial%20Statements) [Independent Auditor's Report](index=42&type=section&id=Independent%20Auditor%20's%20Report) Independent auditor Crowe (HK) CPA Limited issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for the year ended March 31, 2024, primarily due to significant uncertainties regarding going concern - The auditor issued a **"Disclaimer of Opinion"** on the consolidated financial statements for the current year[188](index=188&type=chunk) - The basis for the disclaimer of opinion is "Material Uncertainty Related to Going Concern", citing the Group's net loss, net current liabilities, net liabilities position, and impending maturity of significant acceptance bills, which indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[189](index=189&type=chunk) - The auditor concluded that, due to the inability to obtain sufficient appropriate audit evidence regarding the outcome of management's plans and measures to improve liquidity, they were unable to determine whether the consolidated financial statements were appropriately prepared on a going concern basis[192](index=192&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=45&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the current fiscal year, the Group reported revenue of HKD 31.354 million and a gross profit of HKD 10.776 million, with the loss attributable to owners significantly improving to HKD 13.597 million from HKD 117.622 million last year, primarily due to improved other income and reduced administrative expenses Consolidated Statement of Profit or Loss Summary | Metric (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 31,354 | 30,273 | | Gross Profit | 10,776 | 17,807 | | Other Income and Losses | 8,614 | (70,381) | | Administrative Expenses | (27,260) | (45,139) | | Loss Before Tax | (14,247) | (119,459) | | **Loss Attributable to Owners of the Company for the Year** | **(13,597)** | **(117,622)** | | Basic Loss Per Share (HK cents) | (0.59) | (5.09) | [Consolidated Statement of Financial Position](index=46&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2024, the Group's total assets were HKD 143.353 million, total liabilities were HKD 190.301 million, resulting in a net liability position with capital deficiency expanding to HKD 46.948 million and net current liabilities of approximately HKD 80.65 million Consolidated Statement of Financial Position Summary | Metric (HKD '000) | March 31, 2024 | March 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **143,353** | **185,404** | | Non-current Assets | 38,086 | 44,676 | | Current Assets | 105,267 | 140,728 | | **Total Liabilities** | **190,301** | **218,109** | | Current Liabilities | 185,917 | 93,988 | | Non-current Liabilities | 4,384 | 124,121 | | **Net Current (Liabilities)** | **(80,650)** | **46,740** | | **Net Liabilities / Capital Deficiency** | **(46,948)** | **(32,705)** | [Consolidated Statement of Cash Flows](index=49&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group generated net cash inflow of HKD 12.582 million from operating activities and HKD 7.492 million from investing activities, while financing activities resulted in a net cash outflow of HKD 36.928 million, leading to a year-end cash balance of HKD 47.60 million Consolidated Statement of Cash Flows Summary | Metric (HKD '000) | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 12,582 | 36,266 | | Net Cash from Investing Activities | 7,492 | 444 | | Net Cash Used in Financing Activities | (36,928) | (54,897) | | Net Decrease in Cash and Cash Equivalents | (16,854) | (18,187) | | **Cash and Cash Equivalents at Year-End** | **47,600** | **66,249** | [Notes to the Consolidated Financial Statements](index=51&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements detail accounting policies, significant judgments, and estimates, with key disclosures on going concern (Note 3a), financial instrument risk management (Note 5), segment information (Note 8), acceptance bills (Note 34), and post-reporting period events (Notes 38/48) - Note 3(a) elaborates on the **material uncertainty regarding the Group's ability to continue as a going concern**, including twelve consecutive years of losses, net current liabilities, and net liabilities, along with management's plans to address these issues[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) - Note 34 discloses that as of March 31, 2024, outstanding acceptance bills amounted to approximately **HKD 107.8 million** in principal, extended to mature on January 31, 2025[219](index=219&type=chunk)[487](index=487&type=chunk)[489](index=489&type=chunk) - Notes 38 and 48 disclose significant post-reporting period events: (i) the completion of the acquisition of a **51% equity interest in Unlimited Technology International Limited** on April 22, 2024; and (ii) the receipt of an indicative offer for the sale of Australian investment properties on May 14, 2024[498](index=498&type=chunk)[499](index=499&type=chunk)[542](index=542&type=chunk) [Five-Year Financial Summary](index=149&type=section&id=Five-Year%20Financial%20Summary) The five-year financial summary indicates a continuous decline in Group revenue since FY2020, with the Group recording losses for five consecutive years, and total assets and liabilities showing a downward trend, entering a net liability position since FY2023 Five-Year Financial Data Trends (HKD '000) | Year Ended March 31 | 2024 | 2023 | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Results** | | | | | | | Revenue | 31,354 | 30,273 | 53,691 | 63,724 | 98,073 | | Loss Attributable to Owners of the Company | (13,597) | (117,622) | (106,163) | (61,928) | (60,485) | | **Assets and Liabilities** | | | | | | | Total Assets | 143,353 | 185,404 | 343,575 | 390,887 | 558,610 | | Total Liabilities | (190,301) | (218,109) | (274,908) | (328,908) | (448,046) | | **Net (Liabilities) / Assets** | **(46,948)** | **(32,705)** | **68,667** | **61,979** | **110,564** |

Financial Performance - For the fiscal year ending March 31, 2024, the total revenue was HKD 31,354,000, an increase of 3.57% from HKD 30,273,000 in the previous year[4]. - The gross profit decreased to HKD 10,776,000, down 39.5% from HKD 17,807,000 year-on-year[4]. - The company reported a net loss attributable to shareholders of HKD 13,597,000, significantly reduced from a loss of HKD 117,622,000 in the previous year, marking an improvement of approximately 88.4%[4][11]. - The company reported a pre-tax loss of HKD 14,247,000 for the year ending March 31, 2024, compared to a pre-tax loss of HKD 119,459,000 in the previous year, showing a substantial improvement[36]. - The group recorded a loss of approximately HKD 13,597,000 for the year ended March 31, 2024, a decrease of approximately HKD 104,025,000 compared to a loss of HKD 117,622,000 in the previous year[86]. - The company reported a basic and diluted loss per share of HKD 5.87 for 2024, compared to a loss of HKD 51.00 in 2023[63]. - The company reported a significant loss of HKD 4,460,000 from the early redemption of promissory notes, impacting overall financial performance[38]. - The company incurred a loss of HKD 4,460,000 from early redemption of notes in 2024, a decrease of 21.5% from HKD 5,678,000 in 2023[51]. Assets and Liabilities - Total assets decreased to HKD 185,917,000 from HKD 140,728,000, while total liabilities increased to HKD 93,988,000 from HKD 80,650,000[6][8]. - Total assets as of March 31, 2024, amounted to HKD 143,353,000, with the financial services segment holding the largest share at HKD 92,000,000[40]. - The total liabilities were reported at HKD 190,301,000, with the financial services segment accounting for HKD 63,388,000[40]. - The company has a significant amount of HKD 107,767,000 in promissory notes payable to related parties, which are due for extension until January 31, 2025[11]. - The company’s total liabilities decreased to HKD 47,894,000 in 2024 from HKD 57,468,000 in 2023[71]. Revenue Segmentation - Cryptocurrency business revenue increased to HKD 22,626,000 from HKD 10,552,000, representing a significant growth[24]. - Financial services revenue from securities reached HKD 1,863,000, while asset management fees were HKD 25,000[19]. - The cryptocurrency segment generated revenue of HKD 22,626,000, while the financial services segment contributed HKD 5,901,000, indicating a significant reliance on the cryptocurrency business for overall performance[37]. - Revenue from financial services and horse services decreased by approximately HKD 8,403,000 and HKD 2,561,000, respectively, while cryptocurrency business revenue increased by approximately HKD 12,074,000[80]. Operational Efficiency and Cost Management - The company’s administrative expenses decreased to HKD 27,260,000 from HKD 45,139,000, reflecting a cost-cutting effort[4]. - The group plans to strengthen cost control measures to enhance profitability and operational cash inflow[12]. - The group is implementing strict monitoring procedures for receivables and margin financing to improve cash flow and financial condition[12]. - The total depreciation expense for property, plant, and equipment was HKD 1,652,000 in 2024, significantly down from HKD 21,895,000 in 2023[56]. - Administrative expenses decreased by approximately HKD 17,879,000 to about HKD 27,260,000, mainly due to improvements in internal controls and reduced depreciation expenses[85]. Cash Flow and Financing - Cash and cash equivalents as of March 31, 2024, were HKD 47,600,000, down from HKD 66,249,000 in the previous year[6][11]. - The group has forecasted sufficient cash resources for operational funding needs over the next twelve months, assuming successful negotiations with creditors[14]. - The group is negotiating with creditors to extend repayment dates and seeking alternative debt or equity financing to meet cash flow needs[12]. - The group plans to avoid further investment in the horse services segment due to the aging of breeding horses, anticipating a decline in revenue from this division in the upcoming fiscal year[95]. Strategic Initiatives - The group plans to resume its investment immigration business in response to the new capital investor entry program announced by the Hong Kong government, aiming to diversify revenue sources[118]. - The group aims to expand its financial services business, including securities and asset management, in light of improving market conditions[114]. - The company aims to leverage its assets and improve operational efficiency to drive future growth and profitability[45]. - The group is considering the sale of investment properties if necessary to improve liquidity[12]. - The company is implementing measures to improve operational efficiency and cash flow management[124]. Corporate Governance - The company emphasizes high standards of corporate governance to protect shareholder interests and assets[140]. - The Audit Committee was established on November 29, 2000, and consists of three independent non-executive directors, with Mr. Du Jianchun as the chairman[142]. - The Audit Committee held six meetings during the review year to monitor the financial reporting process and risk management systems[142]. - The board of directors includes three executive directors and three independent non-executive directors as of the announcement date[145]. - The company has adhered to GEM listing rules regarding board procedures throughout the fiscal year[132]. Market Conditions and Risks - The company is aware of the uncertainties in the cryptocurrency market and is monitoring its operations closely[122]. - The company is closely monitoring economic uncertainties and will develop strategies to seek stable growth and substantial returns for shareholders[135].