此 乃 要 件 請 即 處 理 ROMA (META) GROUP LIMITED 羅 馬（元宇宙）集團有限公司 * （於開曼群島註冊成立之有限公司） （股份代號：8072） 發 行 及 購 回 股 份 之 一 般 授 權、 建 議 重 選 董 事 及 股 東 週 年 大 會 通 告 閣 下 如 對 本 通 函 各 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 或 註 冊 證 券 機 構、銀 行 經 理、律 師、專 業 會 計 師 或 其 他 專 業 顧 問。 閣 下 如 已 將 名 下 之 羅 馬（元 宇 宙）集 團 有 限 公 司 股 份 全 部 售 出 或 轉 讓，應 立 即 將 本 通 函 及 隨 附 之 代 表 委 任 表 格 送 交 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 註 冊 證 券 機 構 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 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 羅馬(元字宙)集團有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08072 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,880,000,000 | HKD | | 0.2 | HKD | | 576,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,880,000,000 | HKD | | 0.2 | HKD | | 576,000,000 | 本月底法定/註 ...

Part I [Company Information](index=4&type=section&id=Company%20Information) This section provides fundamental details about Roma (Metaverse) Group Limited, including its incorporation, listing, headquarters, principal banker, and independent auditor - Mr. Yu Ji Hua serves as the Chairman and Chief Executive Officer, concurrently holding the positions of Company Secretary and Compliance Officer[8](index=8&type=chunk) - The chairpersons of the company's Audit Committee, Remuneration Committee, and Nomination Committee are all independent non-executive directors, aligning with corporate governance requirements[8](index=8&type=chunk) Chairman's Statement [Chairman's Statement](index=10&type=section&id=Chairman%27s%20Statement) The Chairman reviewed the fiscal year's performance, highlighting a 20.0% revenue decrease but a narrowed loss attributable to owners from HK$41.0 million to HK$34.6 million, achieved through business streamlining and maintaining a leading position in valuation and advisory, with future plans for service expansion and M&A, anticipating market recovery from interest rate reductions and supportive macro policies Key Performance Indicators for FY2025 | Indicator | FY2025 | FY2024 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HK$42.0 million | - | -20.0% | | Loss attributable to owners | Approx. HK$34.6 million | Approx. HK$41.0 million | Narrowed by 15.6% | - During the year, the Group disposed of a continuously loss-making indirect wholly-owned subsidiary for a consideration of **HK$0.1 million**, aiming to streamline its corporate structure and enhance overall performance[24](index=24&type=chunk) - Looking ahead, the Group plans to explore expanding its advisory service scope, such as US IPO advisory services, and M&A opportunities to solidify its market position in Hong Kong's valuation and advisory industry[25](index=25&type=chunk) - Future interest rate cuts are expected to support a gradual market demand recovery, coupled with the advancement of "Belt and Road" and "Guangdong-Hong Kong-Macao Greater Bay Area" policies, creating new opportunities for Hong Kong as an international financial center[26](index=26&type=chunk) Management Discussion and Analysis [Business and Financial Review](index=12&type=section&id=Business%20and%20Financial%20Review) The Group's total revenue decreased by 20.0% to HK$42.0 million, with valuation and advisory services becoming the main revenue driver, while financing and securities brokerage revenues declined, leading to a narrowed loss attributable to owners from HK$41.0 million to HK$34.6 million due to one-off gains and reduced expenses Revenue Performance by Business Segment (For the year ended March 31) | Business Segment | FY2025 Revenue (HK$ million) | FY2024 Revenue (HK$ million) | YoY Change | | :--- | :--- | :--- | :--- | | Valuation and Advisory Services | 29.9 | 27.5 | +8.7% | | Financing Services | 3.7 | 14.5 | -74.5% | | Securities Brokerage, Placement, etc. | 8.4 | 10.4 | -19.7% | | **Total** | **42.0** | **52.4** | **-20.0%** | - Other gains, other income, and losses increased by **26.7%** to **HK$15.8 million**, primarily due to a one-off gain of approximately **HK$3.5 million** from the disposal of a subsidiary[34](index=34&type=chunk) - Net impairment losses under expected credit loss (ECL) model were **HK$27.4 million**, a slight decrease of **2.2%** from **HK$28.1 million** in the prior year[37](index=37&type=chunk) - Loss attributable to owners decreased by **HK$6.4 million** to **HK$34.6 million**, mainly due to reduced other expenses, no goodwill impairment loss, and increased other income, offsetting the negative impact of revenue decline[42](index=42&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=15&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group maintains a sound financial position with net current assets of HK$283.2 million and a current ratio of 2.4 as of March 31, 2025, while the gearing ratio decreased from 0.31 to 0.27, and during the year, the company completed a share consolidation (20-for-1) and a rights issue, raising approximately HK$24.0 million net, and revised the use of proceeds from the 2017 rights issue to support staff costs, business expansion, and loan repayment Financial Position Indicators (As at March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net current assets | HK$283.2 million | HK$275.1 million | | Cash and bank balances (general accounts) | HK$17.8 million | HK$7.0 million | | Total bank borrowings | HK$45.5 million | HK$57.4 million | | Current ratio | 2.4 | 2.7 | | Gearing ratio | 0.27 | 0.31 | - A share consolidation was completed on **August 29, 2024**, merging every **20** shares of HK$0.01 par value into **1** consolidated share of HK$0.2 par value[61](index=61&type=chunk) - A rights issue was completed on **October 14, 2024**, issuing approximately **126 million** shares on a "3-for-1" basis, raising approximately **HK$24.0 million** net[62](index=62&type=chunk) Change in Use of Rights Issue Proceeds and Utilization (HK$ million) | Use | Revised Total | Utilized as of 2025/3/31 | Unutilized Balance | | :--- | :--- | :--- | :--- | | Staff costs | 47.9 | 14.0 | 33.9 | | Expansion of existing business | 9.6 | – | 9.6 | | Repayment of interest-bearing borrowings | 12.0 | 7.0 | 5.0 | | General working capital | 10.4 | 6.0 | 4.4 | | **Total** | **79.9** | **27.0** | **52.9** | [Future Prospects](index=19&type=section&id=Future%20Prospects) The Group will continue to consolidate its leading position in Hong Kong's valuation and advisory services sector, actively exploring expanded service offerings (such as US IPO advisory) and M&A opportunities to sustain growth, with management anticipating future interest rate reductions to stimulate market demand recovery, supporting Hong Kong's economic activity, which will benefit the Group's securities-related businesses and serve as a key driver for future revenue growth - The core strategy is to become a leading valuation and advisory service provider in Hong Kong, with plans to explore expanding service scope (e.g., US IPO advisory services) and M&A opportunities[70](index=70&type=chunk) - Expected future interest rate cuts will support demand recovery, instilling confidence in Hong Kong's economy, which will benefit the Group's integrated securities brokerage business development[70](index=70&type=chunk) Directors and Governance [Biographical Details of Directors and Senior Management](index=20&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds, qualifications, and experience of the company's executive and independent non-executive directors, including Chairman and CEO Mr. Yu Ji Hua and Mr. Li Shang Qian as executive directors, and Mr. Zhong Wen Li, Ms. Li De Xian, and Ms. Sun Tian Xin as independent non-executive directors, who collectively possess extensive experience in accounting, auditing, finance, and marketing, with senior management members being the executive directors - Executive Director Mr. Yu Ji Hua, aged **59**, is one of the company's founding members, possessing over **20 years** of experience in accounting and finance, and also serves as an independent non-executive director for several listed companies[72](index=72&type=chunk) - Executive Director Mr. Li Shang Qian, aged **41**, holds a Master's degree in Biochemistry and Structural Biology, and has served as Project Director within the Group since **2010**[73](index=73&type=chunk) - The independent non-executive director team possesses diverse professional backgrounds, including accounting (Mr. Zhong Wen Li), sales and marketing (Ms. Li De Xian), and corporate finance (Ms. Sun Tian Xin)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [Corporate Governance Report](index=22&type=section&id=Corporate%20Governance%20Report) During the reporting period, the company largely complied with the Corporate Governance Code, with the sole deviation being the combined roles of Chairman and Chief Executive Officer held by Mr. Yu Ji Hua, which the Board believes provides strong and consistent leadership, and the report elaborates on the structure, responsibilities, and operations of the Board and its committees (Audit, Remuneration, Nomination), along with the company's internal control, risk management, shareholder rights, and communication policies - The company deviates from Corporate Governance Code provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Yu Ji Hua, which the Board believes provides strong and consistent leadership without undermining the balance of power[79](index=79&type=chunk)[88](index=88&type=chunk) - The Audit Committee, comprising three independent non-executive directors, has reviewed the annual results and internal control system, deeming them effective and adequate[92](index=92&type=chunk)[95](index=95&type=chunk) - The Board has adopted a board diversity policy and recognizes the importance of diversity at the employee level; as of the reporting period end, **62%** of the Group's **50** employees were male and **38%** were female[104](index=104&type=chunk)[107](index=107&type=chunk) - The Board, through the Audit Committee, conducted an annual review of the internal control and risk management systems for the year, concluding they were effective and adequate[111](index=111&type=chunk) [Directors' Report](index=35&type=section&id=Directors%27%20Report) The Directors' Report outlines the Group's principal activities, performance review, key risks, share capital movements, and shareholder interests, noting that during the reporting period, the company primarily engaged in valuation and advisory, financing, and securities brokerage services, with key risks stemming from reliance on professional staff, and discloses that controlling shareholder Mr. Luk Kee Yan holds 51.00% of the company's shares through Aperto Investments Limited, and while the company has share option and share award schemes, no interests were granted to participants during the year - The Group's principal activities include providing valuation and advisory services, financing services, securities brokerage, placement and underwriting, and investment advisory and asset management services[130](index=130&type=chunk) - Key risks and uncertainties include reliance on the experience and knowledge of professional staff, and the ability to engage suitable independent professionals when needed[140](index=140&type=chunk) Major Shareholders and Directors' Shareholdings (As at March 31, 2025) | Shareholder/Director | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Luk Kee Yan | Interest in controlled corporation | 85,858,058 | 51.00% | | Mr. Yu Ji Hua | Interest in controlled corporation (Share Award Scheme Trustee) | 7,029,000 | 4.18% | - The company has a new share option scheme and a share award scheme; during the year, no share options were granted under the share option scheme, and while the trustee of the share award scheme purchased **4.2 million** shares from the market, no award shares were granted to employees[163](index=163&type=chunk)[173](index=173&type=chunk)[176](index=176&type=chunk) Audit and Financial Statements [Independent Auditor's Report](index=48&type=section&id=Independent%20Auditor%27s%20Report) Independent auditor Rongcheng (Hong Kong) CPA Limited issued an unqualified opinion on the Group's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements present a true and fair view of the Group's financial position and performance, with "Impairment Assessment of Loans and Interest Receivables" highlighted as a key audit matter due to significant management judgment and estimation involved - The auditor issued an **unqualified opinion** on the consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and performance[197](index=197&type=chunk) - A key audit matter is the "Impairment Assessment of Loans and Interest Receivables"; as of the reporting period end, total loans and interest receivables were approximately **HK$417 million**, with an Expected Credit Loss (ECL) allowance of approximately **HK$92 million**, involving significant judgment and estimation[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - The auditor's procedures included evaluating the Group's ECL model, methodology, and parameters, and testing supporting evidence to assess the reasonableness of the allowance[204](index=204&type=chunk) [Consolidated Financial Statements](index=52&type=section&id=Consolidated%20Financial%20Statements) This section contains the Group's core financial statements, with the Consolidated Statement of Profit or Loss showing an annual loss of HK$32.6 million, a narrowing from the previous year, the Consolidated Statement of Financial Position indicating net assets of HK$293.9 million, and the Consolidated Statement of Cash Flows revealing a net increase in cash and cash equivalents of HK$10.8 million during the year, primarily driven by financing activities [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=52&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, the Group's revenue was HK$42.0 million, a 20.0% year-on-year decrease, and due to reduced expenses and increased other income, the annual loss narrowed from HK$39.8 million to HK$32.6 million, with loss attributable to owners of the company being HK$34.6 million and basic loss per share of HK$0.35 Consolidated Statement of Profit or Loss Summary (For the year ended March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 41,972 | 52,436 | | Loss before income tax | (32,624) | (40,015) | | Loss for the year | (32,624) | (39,798) | | Loss attributable to owners of the Company | (34,589) | (40,990) | | Basic loss per share (HKD) | (0.35) | (1.02) | [Consolidated Statement of Financial Position](index=53&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HK$493.3 million, total liabilities were HK$199.3 million, and net assets were HK$293.9 million, with net current assets of HK$283.2 million, and major assets including HK$325.1 million in loans and interest receivables and a total of HK$144.2 million in bank balances and deposits Consolidated Statement of Financial Position Summary (As at March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 10,954 | 31,603 | | Current assets | 482,316 | 436,865 | | **Total assets** | **493,270** | **468,468** | | **Liabilities and Equity** | | | | Current liabilities | 199,075 | 161,741 | | Non-current liabilities | 271 | 3,036 | | **Total liabilities** | **199,346** | **164,777** | | **Net assets** | **293,924** | **303,691** | | Equity attributable to owners of the Company | 299,537 | 311,269 | [Consolidated Statement of Changes in Equity](index=55&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) As of March 31, 2025, equity attributable to owners of the Company decreased from HK$311.3 million at the beginning of the year to HK$299.5 million, primarily due to an annual loss of HK$34.6 million, partially offset by proceeds from the rights issue of HK$25.2 million - Equity attributable to owners of the Company decreased from **HK$311.3 million** to **HK$299.5 million**, primarily due to an annual loss of **HK$34.6 million**[219](index=219&type=chunk) - Share capital increased by **HK$25.2 million** during the year through a rights issue, but the total equity still recorded a net decrease due to share issue expenses, purchase of share award scheme shares, and the annual loss[219](index=219&type=chunk) [Consolidated Statement of Cash Flows](index=56&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) During the year, the Group experienced a net cash outflow from operating activities of HK$4.6 million, a net cash inflow from investing activities of HK$11.9 million, and a net cash inflow from financing activities of HK$3.5 million, resulting in a net increase in cash and cash equivalents of HK$10.8 million, with an ending balance of HK$17.8 million Consolidated Statement of Cash Flows Summary (For the year ended March 31, thousand HKD) | Indicator (thousand HKD) | 2025 | 2024 | | :--- | :--- | :--- | | Net cash (used in)/from operating activities | (4,586) | 3,991 | | Net cash from investing activities | 11,865 | 2,527 | | Net cash from/(used in) financing activities | 3,531 | (6,089) | | **Net increase in cash and cash equivalents** | **10,810** | **429** | | Cash and cash equivalents at beginning of year | 6,957 | 6,528 | | **Cash and cash equivalents at end of year** | **17,767** | **6,957** | [Notes to the Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of accounting policies and financial data, with key information including segment results showing valuation and advisory as the primary revenue source despite significant losses in financing business, an expected credit loss allowance of HK$91.98 million for loans and interest receivables, the company's share consolidation and rights issue during the year, and related party transactions primarily consisting of directors' emoluments [Segment Information (Note 7)](index=80&type=section&id=Segment%20Information%20%28Note%207%29) The Group is divided into three main operating segments, with valuation and advisory services contributing the largest portion of revenue (HK$29.9 million) and achieving profitability, while financing services revenue significantly contracted and recorded a loss of HK$23.8 million, primarily impacted by expected credit loss allowances, and securities brokerage-related services revenue decreased but remained profitable FY2025 Segment Results (thousand HKD) | Business Segment | Segment Revenue | Segment Results | | :--- | :--- | :--- | | Valuation and Advisory Services | 29,906 | 912 | | Financing Services | 3,691 | (23,840) | | Securities Brokerage, Placement and Underwriting, and Investment Advisory and Asset Management Services | 8,375 | 4,262 | [Loans and Interest Receivables (Note 21)](index=98&type=section&id=Loans%20and%20Interest%20Receivables%20%28Note%2021%29) As of March 31, 2025, total loans and interest receivables amounted to HK$417 million, with a net book value of HK$325 million after deducting an expected credit loss allowance of HK$91.98 million, and during the year, HK$33.39 million in expected credit loss allowance was recognized, while HK$35.44 million in bad debts were written off Loans and Interest Receivables (thousand HKD) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loans and interest receivables (gross) | 417,058 | 453,257 | | Less: Expected credit loss allowance | (91,977) | (102,109) | | **Net book value** | **325,081** | **351,148** | [Share Capital (Note 30)](index=107&type=section&id=Share%20Capital%20%28Note%2030%29) During the year, the company's share capital structure underwent significant changes, first completing a share consolidation in August 2024, merging every 20 shares into 1, and subsequently completing a rights issue in October 2024, issuing approximately 126 million new shares at HK$0.2 per share, raising a total of approximately HK$25.25 million - On **August 29, 2024**, a share consolidation was completed, merging every **twenty (20)** shares into **one (1)** share[395](index=395&type=chunk) - On **October 14, 2024**, a rights issue was completed, issuing **126,225,051** shares, raising a total of approximately **HK$25.25 million**, with net proceeds of approximately **HK$24.04 million**[395](index=395&type=chunk) [Financial Summary](index=134&type=section&id=Financial%20Summary) This section provides a summary of the Group's key financial data for the past five years, indicating a continuous decline in revenue since FY2021, but a narrowing of losses in FY2025 compared to the previous two years, while net assets have shown a downward trend over the past three years Five-Year Financial Summary (For the year ended March 31, thousand HKD) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 41,972 | 52,436 | 61,385 | 91,342 | 94,134 | | Loss before income tax | (32,624) | (40,015) | (29,729) | (35,064) | (54,910) | | Net assets | 293,924 | 303,691 | 340,897 | 365,651 | 340,443 |

Financial Performance - Revenue decreased to approximately HKD 42.0 million, a decline of about 20.0% compared to the previous fiscal year[4] - The loss attributable to owners of the company was approximately HKD 34.6 million, an improvement from a loss of approximately HKD 41.0 million in the previous year[4] - Basic loss per share was HKD 0.35, compared to HKD 1.02 in the previous year[5] - No final dividend was declared for the fiscal year[4] - Total comprehensive loss for the year was HKD 32.6 million, compared to HKD 39.8 million in the previous year[5] - The company reported other income of HKD 15.8 million, an increase from HKD 12.4 million in the previous year[5] - The company incurred employee benefit expenses of HKD 31.6 million, slightly up from HKD 31.6 million in the previous year[5] - The company recognized a net impairment loss on financial assets of HKD 27.4 million, compared to HKD 28.0 million in the previous year[5] - The company did not report any goodwill impairment losses during the fiscal year, contrasting with HKD 4.3 million in the previous year[5] Assets and Liabilities - Total assets decreased from HKD 306,727 million in 2024 to HKD 294,195 million in 2025, a decline of approximately 4.9%[6] - Current liabilities increased from HKD 30,886 million in 2024 to HKD 84,625 million in 2025, an increase of approximately 174.5%[6] - Non-current liabilities decreased from HKD 88,233 million in 2024 to HKD 75,463 million in 2025, a decrease of approximately 14.4%[7] - Total equity decreased from HKD 303,691 million in 2024 to HKD 293,924 million in 2025, a decline of approximately 3.2%[7] - Cash and cash equivalents increased from HKD 29,251 million in 2024 to HKD 84,262 million in 2025, an increase of approximately 187.5%[6] - Trade receivables decreased from HKD 335,168 million in 2024 to HKD 325,081 million in 2025, a decrease of approximately 3.1%[6] - Total liabilities increased from HKD 161,741 million in 2024 to HKD 199,075 million in 2025, an increase of approximately 22.9%[6] - The company reported a net current asset value of HKD 283,241 million in 2025, compared to HKD 275,124 million in 2024, an increase of approximately 2.4%[6] - The company's non-current assets decreased from HKD 306,727 million in 2024 to HKD 294,195 million in 2025, a decline of approximately 4.1%[6] - The company's total liabilities to equity ratio increased from 0.53 in 2024 to 0.68 in 2025, indicating a higher leverage position[6] Shareholder Equity and Capital Structure - As of March 31, 2025, total equity is HKD 293.924 million, a decrease from HKD 340.897 million as of March 31, 2023, reflecting a decline of approximately 13.7%[8] - The company reported a total loss of HKD 40.990 million for the year, contributing to accumulated losses of HKD 380.855 million by March 31, 2025[8] - The company issued new shares amounting to HKD 25.245 million, which increased total equity from HKD 311.269 million to HKD 299.537 million after accounting for expenses[8] - The company’s capital reserve increased to HKD 639.093 million as of March 31, 2025, compared to HKD 637.118 million as of March 31, 2023, indicating a slight growth[8] - The company’s total comprehensive loss for the year was HKD 34.589 million, which is a significant factor in the overall equity reduction[8] Revenue Segmentation - The group's total revenue for the year was HKD 41,972,000, a decrease of 20.0% compared to HKD 52,436,000 in the previous year[19] - Revenue from valuation and consulting services was HKD 29,906,000, up 8.7% from HKD 27,506,000 year-on-year[19] - Revenue from securities brokerage, placement, and underwriting services decreased to HKD 8,375,000, down 19.7% from HKD 10,436,000[19] - Interest income from financing services was HKD 3,691,000, a significant drop of 74.6% compared to HKD 14,494,000 in the previous year[19] Accounting Standards and Compliance - The group is currently assessing the specific impact of the new Hong Kong Financial Reporting Standard No. 18 on its consolidated financial statements[15] - The new accounting standards will take effect from January 1, 2027, allowing for early application[15] - The group adheres to the applicable disclosure requirements under the Hong Kong Companies Ordinance and GEM Listing Rules[16] Employee and Operational Metrics - Employee benefits expenses, including director remuneration, amounted to HKD 31,627,000 for the year 2025, slightly down from HKD 31,567,000 in 2024[33] - The group employed a total of 50 full-time employees as of March 31, 2025, down from 64 employees in the previous year, indicating a reduction in workforce[85] - Employee benefit expenses totaled approximately HKD 31.6 million for both years ending March 31, 2025, and March 31, 2024, showing no change in this area despite the reduction in staff[85] Governance and Compliance - The board of directors does not recommend the payment of any final dividend for the year ending March 31, 2025[93] - The company has adhered to the code of conduct for securities trading by directors, confirming compliance until the fiscal year ending March 31, 2025[98] - The board of directors and management are committed to maintaining high standards of corporate governance, ensuring shareholder interests are protected and business growth is enhanced[99] - The company has complied with all relevant laws and regulations in Hong Kong as of the fiscal year ending March 31, 2025[101] Future Outlook and Strategy - The company plans to focus on market expansion and new product development to improve future performance[22] - The company aims to expand its consulting services, including IPO advisory services in the U.S., to adapt to changing environments and maintain growth[95] - The anticipated interest rate cuts in the coming year are expected to support a recovery in demand and bolster economic confidence in Hong Kong[96] - The company expects to continue its strategy of becoming a comprehensive securities firm in Hong Kong, focusing on expanding its business portfolio for sustainable growth[96] Miscellaneous - The company has maintained competitive performance in its securities brokerage, placement, underwriting, and investment advisory services[96] - The company has not repurchased any shares listed on GEM as of March 31, 2025[97] - The company has no significant future investment or capital asset plans beyond what is disclosed in the capital structure section[94]

Financial Performance - Revenue for the six months ended September 30, 2024, was approximately HKD 21.5 million, a decrease of about 7.2% compared to HKD 23.1 million for the same period in 2023[5] - The loss attributable to the company's owners for the six months ended September 30, 2024, was approximately HKD 4 million, compared to a loss of about HKD 3.7 million for the same period in 2023[5] - Basic loss per share attributable to the company's owners was HKD 10.2 cents, compared to HKD 9.1 cents for the same period in 2023[10] - The company reported a total comprehensive loss of HKD 3.5 million for the six months ended September 30, 2024[8] - The group reported a net loss of HKD 3,511,000 for the six months ended September 30, 2024, compared to a loss of HKD 3,674,000 in the same period of 2023[63] - The company reported a loss attributable to owners of approximately HKD 4 million for the six months ended September 30, 2024, compared to a loss of HKD 3.7 million in the same period last year[169] Assets and Liabilities - Total assets as of September 30, 2024, were approximately HKD 496.9 million, compared to HKD 436.9 million as of March 31, 2024[14] - Current liabilities increased to approximately HKD 208.7 million as of September 30, 2024, compared to HKD 161.7 million as of March 31, 2024[14] - The company's total liabilities decreased to 339,854 thousand HKD as of September 30, 2023, from 340,897 thousand HKD in the previous period, indicating a reduction of approximately 0.3%[21] - Total assets as of September 30, 2024, amounted to HKD 510,531,000, an increase from HKD 468,468,000 as of March 31, 2024, representing a growth of approximately 8.9%[66] - The total liabilities as of March 31, 2024, were HKD 210,351,000, an increase from HKD 164,777,000, reflecting a rise of approximately 27.6%[66] Cash Flow and Investments - The net cash flow from operating activities for the six months ended September 30, 2024, was 2,399 thousand HKD, compared to 1,215 thousand HKD for the same period in 2023, representing a 97% increase[23] - The company generated net cash from investing activities of 1,449 thousand HKD for the six months ended September 30, 2024, up from 1,122 thousand HKD in the prior year, indicating a 29% growth[23] - The net cash flow from financing activities was 7,114 thousand HKD for the six months ended September 30, 2024, compared to a net outflow of 907 thousand HKD in the same period last year[23] - The company's cash and cash equivalents increased by 10,962 thousand HKD, reaching a total of 17,919 thousand HKD as of September 30, 2024, compared to 6,808 thousand HKD in the previous year[23] Revenue Breakdown - Revenue from assessment and consulting services increased to HKD 15,735,000, up 40.5% from HKD 11,213,000 in the previous year[49] - Revenue from bank interest for the six months ended September 30, 2024, was HKD 1,417,000, slightly up from HKD 1,369,000 in the previous year, indicating a growth of about 3.5%[73] - Revenue from valuation and consulting services contributed about 73.4% to total revenue, increasing from approximately HKD 11.2 million to HKD 15.7 million, a growth of 40.3%[160] - Interest income from financing services decreased significantly to HKD 2,463,000, down 74.1% from HKD 9,525,000 in the previous year[49] Expenses - The company incurred total expenses of HKD 16,510,000 for the six months ended September 30, 2024, compared to HKD 15,271,000 in the same period of 2023, representing an increase of about 8.1%[77] - Employee benefits expenses slightly decreased by approximately 8.1%, despite a slight reduction in headcount, due to an increase in average salary[164] - Depreciation and amortization expenses decreased by approximately 26.7% due to the full impairment of intangible assets as of March 31, 2024[166] - Financial costs decreased by approximately 5.3% from HKD 4.4 million to HKD 4.1 million, attributed to lower interest rates starting in the second half of the year[167] Share Capital and Financing - The company completed a placement of 140,400,000 new shares at a price of HKD 0.033 per share, raising approximately HKD 4,630,000, netting HKD 4,583,000 for general working capital[129] - The company completed a rights issue on October 15, 2024, raising approximately HKD 25.3 million[158] - The company’s total issued share capital decreased from 842,481,660 shares to 42,124,083 shares following a share consolidation on August 29, 2024[132] - The company plans to allocate approximately HKD 48.0 million for employee costs, HKD 10.0 million for business expansion, and HKD 12.0 million for repaying unrelated interest-bearing loans from the proceeds of the 2024 rights issue[180] Future Plans and Market Position - The company plans to continue expanding its investment and advisory services, focusing on enhancing its market presence and exploring potential acquisitions[25] - The company aims to become a leading provider of valuation and advisory services in Hong Kong, exploring various acquisition opportunities to maintain its market position[183] - The company anticipates multiple interest rate cuts in the coming year, which may create more acquisition opportunities and support economic confidence in Hong Kong[183] Employee and Management - The total remuneration for key management personnel for the six months ended September 30, 2024, was HKD 1,649,000, compared to HKD 1,609,000 for the same period in 2023, reflecting a year-on-year increase of 2.5%[140] - As of September 30, 2024, the group employed a total of 55 full-time employees, with employee benefits expenses amounting to approximately 16.5 million HKD, compared to 15.3 million HKD for the same period in 2023[200]

Financial Performance - Revenue for the six months ended September 30, 2024, was approximately HKD 21.5 million, a decrease of about 7.2% compared to HKD 23.1 million for the same period in 2023[6]. - Loss attributable to owners of the company was approximately HKD 4 million, compared to a loss of about HKD 3.7 million for the same period in 2023[6]. - Basic loss per share attributable to owners of the company was HKD 10.2 cents, compared to HKD 9.1 cents for the same period in 2023[11]. - The total comprehensive loss for the period was HKD 3.5 million, compared to HKD 3.6 million for the same period in 2023[9]. - The total comprehensive income for the period attributable to owners was a loss of HKD 3,996,000[21]. - The total comprehensive loss before tax for the six months ended September 30, 2024, was HKD 3,511,000, compared to a loss of HKD 3,674,000 for the same period in 2023[64]. - The loss attributable to the company's owners was approximately HKD 4 million for the six months ended September 30, 2024, compared to a loss of about HKD 3.7 million in the same period last year, primarily due to a revenue decrease of approximately HKD 1.7 million[170]. Revenue Breakdown - Revenue from assessment and consulting services for the six months ended September 30, 2024, was HKD 15,735,000, an increase from HKD 11,213,000 in the same period of 2023, representing a growth of 40.5%[50]. - Total revenue for the group for the six months ended September 30, 2024, was HKD 21,450,000, down from HKD 23,121,000 in the same period of 2023, reflecting a decrease of 7.2%[50]. - Interest income from financing services decreased significantly to HKD 2,463,000 from HKD 9,525,000 year-over-year, a decline of 74.1%[50]. - The group’s revenue from securities brokerage, underwriting, and investment advisory services was HKD 3,252,000 for the six months ended September 30, 2024, compared to HKD 2,383,000 in the same period of 2023, marking an increase of 36.4%[50]. - Revenue from valuation and consulting services contributed approximately 73.4% to total revenue, increasing from about HKD 11.2 million to approximately HKD 15.7 million, a growth of 40.3%[161]. - The securities brokerage, placement, and underwriting segment accounted for about 15.2% of total revenue, with revenue increasing from approximately HKD 2.4 million to about HKD 3.3 million[163]. Assets and Liabilities - The company reported a total asset value of HKD 496.9 million, compared to HKD 436.9 million as of March 31, 2024[15]. - The company’s total assets as of September 30, 2024, were HKD 300,180,000, a slight decrease from HKD 303,691,000[18]. - The total liabilities amounted to HKD 210,351,000 as of September 30, 2024, compared to HKD 164,777,000 as of March 31, 2024[67]. - The total equity attributable to owners of the company was HKD 307,273,000, compared to HKD 311,269,000 as of March 31, 2024[18]. - The group reported a total asset value of HKD 510,531,000 as of September 30, 2024, compared to HKD 468,468,000 as of March 31, 2024[67]. - The total receivables of loans and interest as of September 30, 2024, were HKD 451,791,000, slightly down from HKD 453,257,000 as of March 31, 2024[99]. - The expected credit loss provision for loans and interest remained unchanged at HKD 102,109,000 as of September 30, 2024[103]. - The group’s investment properties were valued at HKD 8,000,000 as of September 30, 2024, and were mortgaged for bank borrowings of HKD 7,631,000[98]. Cash Flow and Financing - Cash and cash equivalents increased by HKD 10,962,000, reaching HKD 17,919,000 at the end of the period[24]. - Operating cash flow for the six months ended September 30, 2024, was HKD 2,399,000, compared to HKD 1,215,000 for the same period in 2023[24]. - The company reported a net cash inflow from investing activities of HKD 1,449,000, up from HKD 1,122,000 year-over-year[24]. - The company repaid net bank borrowings of HKD 266,000 during the period[24]. - Bank borrowings as of September 30, 2024, were HKD 57,097,000, slightly down from HKD 57,363,000 as of March 31, 2024[122]. - Other borrowings as of September 30, 2024, were HKD 30,000,000, down from HKD 30,870,000 as of March 31, 2024[127]. - The company completed a placement of 140,400,000 shares at HKD 0.033 per share, raising approximately HKD 4,630,000 for general working capital[130]. - The company raised approximately HKD 25.3 million through a rights issue at a subscription price of HKD 0.2 per share, with net proceeds estimated at about HKD 24.2 million after expenses[175]. Employee and Management Costs - The total employee benefits expense for the six months ended September 30, 2024, was HKD 16,510,000, an increase from HKD 15,271,000 in the previous year[78]. - The total compensation for key management personnel for the six months ended September 30, 2024, was approximately HKD 1.649 million, compared to HKD 1.609 million in the previous year[141]. - Employee benefits expenses decreased by approximately 8.1% to about HKD 4 million for the six months ended September 30, 2024, compared to the same period in 2023, despite a slight reduction in headcount[165]. Strategic Focus and Future Outlook - The company is focused on enhancing its market presence and exploring new strategies for growth[6]. - The group aims to become the leading valuation and consulting service provider in Hong Kong, with plans to expand its consulting services to adapt to changing environments and maintain growth[184]. - The group expects multiple interest rate cuts in the coming year, which will enhance market sentiment and create more acquisition opportunities[184]. - The group has no significant investments or major acquisitions of subsidiaries, associates, or joint ventures as of September 30, 2024[192]. Miscellaneous - The company did not declare any dividends for the reporting period[6]. - The company did not recommend any dividend payment for the six months ended September 30, 2024, consistent with the previous year[88]. - The group has not adopted any new or revised Hong Kong Financial Reporting Standards that would have a significant impact on the financial performance and position for the current and prior periods[34]. - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[35]. - The group faces limited currency risk, primarily related to its RMB-denominated bank balances, with potential losses from RMB fluctuations being negligible[195]. - The group maintains a robust treasury policy, focusing on continuous credit assessments to mitigate credit risk[196].

Financial Performance - For the fiscal year ending March 31, 2024, the group's revenue was approximately HKD 52.4 million, a decrease of about 14.6% compared to the previous fiscal year[29]. - The loss attributable to the owners of the company for the fiscal year was approximately HKD 41.0 million, an increase of about HKD 11.6 million from the loss of HKD 29.4 million in the previous fiscal year[29]. - For the fiscal year ending March 31, 2024, the group recorded total revenue of approximately HKD 52.4 million, a decrease of 14.6% compared to the previous year[64]. - Revenue from financing services contributed about 27.6% to total revenue, with interest income from financing services decreasing approximately 37.6% to about HKD 14.5 million[39]. - Other income and gains increased by 166.1% to approximately HKD 12.4 million, primarily due to a significant reduction in foreign exchange losses and an increase in marketing service income[41]. - Employee benefits expenses decreased by approximately 13.3% due to an increase in employee numbers but a reduction in average salaries[42]. - Financial costs rose by approximately 24.5% to about HKD 8.8 million, mainly due to rising interest rates[44]. - Revenue from valuation and advisory services contributed approximately 52.5% to total revenue, with service fee income decreasing 27.1% to about HKD 27.5 million[66]. - The securities brokerage, placement, and underwriting segment accounted for about 19.9% of total revenue, with income increasing significantly to approximately HKD 10.4 million due to a favorable investment climate in the U.S. stock market[67]. - Other expenses increased by 62.0% for the year ended March 31, 2024, primarily due to hiring more external consultants to explore new business opportunities, leading to increased professional and consulting fees[71]. Strategic Direction - The group has conditionally agreed to acquire a 0.32% stake in an independent third-party company engaged in video game development for HKD 1.25 million, which aligns with the group's strategic direction in the rapidly developing virtual asset sector[30]. - The acquisition of the stake in the video game development company is part of the group's strategy to participate in Web3 projects, particularly in the play-to-earn gaming sector[30]. - The group aims to become a leading provider of valuation and consulting services in Hong Kong, planning to expand its consulting service offerings to adapt to changing environments[23]. - The group will continue to explore various merger and acquisition opportunities to strengthen its market position in the valuation and consulting industry in Hong Kong[23]. - The group anticipates new opportunities arising from the "Belt and Road" initiative and the development of the Guangdong-Hong Kong-Macao Greater Bay Area[59]. - The group is pursuing a license application for virtual asset-related activities, aiming to diversify services for investors and create synergies across various business lines[60]. Market Outlook - The group expects improvements in its securities brokerage, placement, and underwriting services due to a favorable investment atmosphere in the U.S. stock market[34]. - The group anticipates a gradual recovery in demand supported by expected interest rate cuts in the coming years, which will bolster economic confidence and activity in Hong Kong[34]. Financial Position - The group's current ratio was approximately 2.7 and 3.2 as of March 31, 2024, and March 31, 2023, respectively, indicating a strong liquidity position[51]. - The total bank borrowings as of March 31, 2024, were approximately HKD 57.4 million, slightly down from HKD 58.3 million as of March 31, 2023[78]. - The capital-to-debt ratio (lease liabilities and interest-bearing borrowings divided by total equity) increased from approximately 0.28 as of March 31, 2023, to about 0.31 as of March 31, 2024[78]. - The company has no significant investments as of March 31, 2024[91]. - The group has no significant contingent liabilities as of March 31, 2024, consistent with the previous year[168]. - The group has no major or contingent liabilities as of March 31, 2024, indicating a stable financial position[168]. Sustainability and Governance - The group has received the "ESG Special Commendation Award" at the 2023 TVB Environmental, Social, and Governance Awards, recognizing its efforts in sustainability reporting[22]. - The company aims to minimize the adverse environmental impact of its daily operations through energy-saving and resource recycling methods[86]. - The group has established defined contribution retirement benefit plans for all eligible employees under the Mandatory Provident Fund Schemes Ordinance[171]. Accounting and Reporting - The group’s financial reporting aligns with the internal reporting provided to the chief operating decision-makers for resource allocation and performance assessment[181]. - The group recognizes deferred tax assets and liabilities based on temporary differences arising from goodwill and other transactions, with no deferred tax assets or liabilities recognized for business combinations[4][161]. - The group measures investment properties and financial assets at fair value, with significant estimates and judgments impacting the fair value of these assets[166]. - The group assesses and reviews accounting estimates and assumptions continuously, with revisions affecting the current and future periods being recognized accordingly[184]. - The company recognizes contract liabilities when it has received consideration from customers but has not yet transferred the promised services[122]. - The company confirms revenue from customer contracts when control of goods or services is transferred to the customer[145]. - The company will conduct annual impairment tests for goodwill and other intangible assets with indefinite useful lives[152]. - The company recognizes impairment losses on cash-generating units, with any remaining impairment losses deducted from other assets of the cash-generating unit[129]. - The group’s impairment losses on goodwill cannot be reversed in subsequent periods, while other asset impairment losses may be reversed if favorable changes occur[170]. - The company issues new shares upon the exercise of stock options, with proceeds recorded in equity[157].

Financial Performance - Revenue decreased to approximately HKD 52.4 million, a decline of about 14.6% compared to the previous fiscal year[5] - Loss attributable to owners of the company was approximately HKD 41.0 million, compared to a loss of about HKD 29.4 million in the previous fiscal year[5] - Basic loss per share was HKD 0.05, compared to HKD 0.04 in the previous fiscal year[5] - Total comprehensive loss for the year amounted to HKD 39.8 million, compared to HKD 29.8 million in the previous fiscal year[6] - The company experienced a net loss before tax of HKD 40.0 million, compared to HKD 29.7 million in the previous fiscal year[6] - The company reported a total comprehensive loss of HKD 40.990 million for the year, compared to a loss of HKD 29.352 million in the previous year, indicating an increase in losses of approximately 39.5%[10] - The group reported a comprehensive loss before tax of HKD 40,015,000 for the year ending March 31, 2024, compared to HKD 29,729,000 the previous year[29] - The group reported a total of HKD 4,673,000 in other losses, compared to HKD 12,435,000 in the previous year, indicating a significant reduction[39] Revenue Breakdown - The group reported total revenue of HKD 61,385 million for the year, an increase from HKD 52,436 million in the previous year, representing a growth of approximately 16.5%[21] - The group's revenue from valuation and consulting services contributed approximately 52.5% of total revenue, decreasing from approximately HKD 37.7 million to about HKD 27.5 million, a decline of 27.1% due to a lackluster investment market in Hong Kong[84] - Revenue from financing services contributed approximately 27.6% of total revenue, with interest income dropping about 37.6% from approximately HKD 23.2 million to about HKD 14.5 million due to a reduced loan portfolio[85] - The securities brokerage, placement, and underwriting segment accounted for approximately 19.9% of total revenue, with earnings increasing significantly from approximately HKD 0.4 million to about HKD 10.4 million, driven by a strong investment atmosphere in the U.S. market[87] Expenses and Costs - The company reported a significant increase in employee benefit expenses, totaling HKD 31.6 million, compared to HKD 36.4 million in the previous year[6] - Employee benefits expenses, including director remuneration, totaled HKD 34,220,000, up from HKD 29,778,000, indicating a 14.9% increase[38] - Financial costs increased by approximately 24.5% from about HKD 7.1 million to approximately HKD 8.8 million, primarily due to rising interest rates[92] - Other expenses increased by 62.0% due to hiring more external consultants to explore new business opportunities[93] Assets and Liabilities - As of March 31, 2024, total assets amounted to HKD 436,865,000, while total liabilities were HKD 161,741,000, resulting in a net asset value of HKD 275,124,000[7] - The company reported a significant increase in current assets, totaling HKD 336,921,000 compared to HKD 335,168,000 in the previous year, reflecting a growth of approximately 0.52%[7] - Non-current liabilities decreased from HKD 40,017,000 to HKD 33,082,000, indicating a reduction of about 17.5% year-over-year[8] - The company's total liabilities as of March 31, 2024, were HKD 55,333,000, compared to HKD 28,672,000 in the previous year, indicating an increase in liabilities[24][27] Strategic Initiatives - The company plans to expand its market presence through strategic acquisitions and new product launches in the upcoming fiscal year[7] - The company aims to achieve a revenue growth target of 10% for the next fiscal year, supported by new technology initiatives[7] - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming fiscal year[24] - The group aims to become a comprehensive securities firm in Hong Kong, focusing on sustainable growth and increasing revenue sources through capital expansion and business diversification[117] Compliance and Governance - The group has emphasized the importance of compliance with the revised Hong Kong Financial Reporting Standards, which will enhance transparency and accuracy in financial reporting[14] - The board of directors believes that having the same person serve as both chairman and CEO provides strong leadership and enhances efficiency in business decision-making[123] - The group has adhered to all relevant laws and regulations in Hong Kong as of March 31, 2024, ensuring compliance in its operations[124] Employee and Community Engagement - The group emphasizes employee welfare and adheres to labor laws, providing benefits such as medical compensation and annual events[126] - The group is committed to environmental protection through energy-saving measures and resource recycling in its daily operations[125] Market Conditions and Future Outlook - The high interest rate environment has hindered the development of acquisition opportunities and growth in valuation and consulting services as of March 31, 2024[116] - The company anticipates that the "Belt and Road" initiative and related policies in the Guangdong-Hong Kong-Macao Greater Bay Area will create new opportunities for Hong Kong as an international financial hub[116]

Financial Performance - Revenue for the six months ended September 30, 2023, was approximately HKD 23.1 million, a decrease of about 24.0% compared to HKD 30.4 million for the same period in 2022[2] - Loss attributable to owners of the company was approximately HKD 3.7 million, compared to a loss of HKD 3.6 million for the same period in 2022[2] - Basic loss per share attributable to owners of the company was HKD 0.52[3] - Total comprehensive loss for the six months ended September 30, 2023, was HKD 3.6 million, compared to HKD 3.6 million for the same period in 2022[3] - The total comprehensive income for the period was a loss of HKD 3,686,000, compared to a loss of HKD 3,572,000 in the same period of 2022, indicating a slight increase in losses[7] - The group recorded a loss attributable to owners of the company of approximately HKD 3.7 million for the six months ended September 30, 2023, compared to a loss of approximately HKD 3.6 million in the same period in 2022[104] Assets and Liabilities - Non-current assets as of September 30, 2023, totaled HKD 37.4 million, down from HKD 63.5 million as of March 31, 2023[4] - Current assets as of September 30, 2023, amounted to HKD 439.8 million, an increase from HKD 409.3 million as of March 31, 2023[4] - Total liabilities as of September 30, 2023, were HKD 133.2 million, compared to HKD 126.6 million as of March 31, 2023[4] - The total assets as of September 30, 2023, amounted to HKD 409,700,000, compared to HKD 425,422,000 as of September 30, 2022[31] - The total liabilities as of September 30, 2023, were HKD 33,943,000, an increase from HKD 27,628,000 in the previous year[31] - Total assets as of September 30, 2023, amounted to HKD 477,139,000, an increase of 1% from HKD 472,803,000 as of March 31, 2023[34] - Total liabilities increased to HKD 137,285,000 as of September 30, 2023, compared to HKD 131,906,000 as of March 31, 2023, reflecting a rise of 4%[34] Cash Flow - The net cash flow from operating activities for the six months ended September 30, 2023, was HKD 65,000, a significant improvement compared to a cash outflow of HKD 7,908,000 in the same period of 2022[10] - The company reported a net cash inflow from investing activities of HKD 1,122,000 for the six months ended September 30, 2023, compared to HKD 4,971,000 in the previous year, indicating a decrease of approximately 77.5%[10] - The financing activities resulted in a net cash outflow of HKD 907,000 for the six months ended September 30, 2023, compared to a net outflow of HKD 124,000 in the same period of 2022[10] - The company’s cash and cash equivalents increased to HKD 6,808,000 as of September 30, 2023, from HKD 6,528,000 at the beginning of the period, representing a growth of approximately 4.3%[10] - The company raised HKD 4,584,000 from the placement of shares during the period, contributing positively to its cash flow[10] Employee Expenses - The company reported a decrease in employee benefit expenses to HKD 15.3 million for the six months ended September 30, 2023, from HKD 19.9 million in the same period of 2022[3] - Employee benefit expenses for the six months ended September 30, 2023, totaled HKD 15,271,000, a decrease of 23% from HKD 19,947,000 in the same period of 2022[41] - Employee benefits expenses for the six months ended September 30, 2023, were approximately HKD 15.3 million, compared to HKD 19.9 million for the same period in 2022, reflecting a decrease of about 23.1%[128] Revenue Breakdown - Revenue from assessment and consultancy services for the six months ended September 30, 2023, was HKD 11,213,000, down 37.5% from HKD 17,993,000 in the previous year[29] - The financing services interest income for the six months ended September 30, 2023, was HKD 9,525,000, a decrease of 22.2% from HKD 12,253,000 in the same period of 2022[29] - Revenue from valuation and advisory services contributed approximately 48.5% to total revenue, decreasing from about HKD 18.0 million to approximately HKD 11.2 million, a decline of 37.7%[98] - Revenue from financing services contributed approximately 41.2% to total revenue, with interest income dropping from about HKD 12.3 million to approximately HKD 9.5 million, a decrease of 22.3%[98] - The securities brokerage, placement, and underwriting segment accounted for approximately 10.3% of total revenue, increasing significantly from about HKD 0.2 million to approximately HKD 2.4 million[98] Corporate Governance - The company has adhered to all provisions of the corporate governance code as of September 30, 2023, except for the separation of roles between the Chairman and the CEO, which are held by the same individual[144] - The audit committee consists of three members, all of whom are independent non-executive directors, and has reviewed the interim financial statements[150] - The company emphasizes maintaining a high-quality board composition and effective accountability systems to protect shareholder interests[144] - The board believes that having the same person serve as both Chairman and CEO provides strong leadership and enhances efficiency in decision-making[144] Strategic Focus - The company continues to focus on investment holding and providing advisory services, with no new product launches or significant market expansions reported in the current period[11] - The company plans to continue focusing on expanding its assessment and consultancy services despite the recent revenue decline[28] - The group aims to expand its advisory services and explore various merger and acquisition opportunities to strengthen its market position in Hong Kong[113] - The group has submitted an application to the Securities and Futures Commission to engage in virtual asset-related activities, pending regulatory approval[113] Shareholder Information - The company did not declare any dividends for the reporting period[2] - The company did not recommend the payment of dividends for the six months ended September 30, 2023, consistent with the same period in 2022[48] - Aperto Investments Limited holds 230,360,000 shares, representing 27.34% of the issued shares as of September 30, 2023[139] - The company did not repurchase any of its listed shares on GEM during the six months ended September 30, 2023[140] Other Financial Information - The company’s total equity attributable to owners was HKD 348.6 million as of September 30, 2023, slightly down from HKD 349.7 million as of March 31, 2023[6] - The accumulated losses increased to HKD 308,962,000 as of September 30, 2023, from HKD 305,276,000 as of April 1, 2023, reflecting an increase of approximately 0.9%[7] - The company’s loans bear interest rates ranging from approximately 6% to 48% as of September 30, 2023[58] - The company’s investment properties are valued based on the highest and best use measurement, with no significant differences from their actual use[55]

Financial Performance - Revenue for the three months ended June 30, 2023, was approximately HKD 11.6 million, a decrease of about 14.2% compared to HKD 13.5 million for the same period in 2022[3] - The loss attributable to the owners of the company was approximately HKD 3.9 million, compared to a loss of HKD 3.1 million for the same period in 2022[3] - Basic loss per share attributable to the owners of the company was HKD 0.56, compared to HKD 0.46 for the same period in 2022[4] - Total comprehensive loss for the period was HKD 3.36 million, with a loss attributable to the owners of the company of HKD 3.85 million[4] - The company reported a loss attributable to shareholders of HKD 3.85 million for the three months ended June 30, 2023[29] - The loss attributable to the company's owners increased by HKD 0.8 million to approximately HKD 3.9 million, driven by a revenue decrease of about HKD 1.9 million and an increase in financial costs of about HKD 0.6 million[39] Revenue Breakdown - Revenue from assessment and consulting services dropped by 39.3% from approximately HKD 7.3 million to about HKD 4.4 million, primarily due to a downturn in the Hong Kong investment market[31] - Revenue from financing services decreased by 20.0% from approximately HKD 6.1 million to about HKD 4.9 million, attributed to a reduction in the loan portfolio size[31] - Interest income from financing services was HKD 4.9 million, contributing approximately 42.2% to total revenue[31] - The securities brokerage, placement, and underwriting segment accounted for approximately 19.5% of the group's total revenue, with earnings increasing from about HKD 0.1 million to approximately HKD 2.3 million due to active investment sentiment in the US stock market[33] Expenses - Employee benefit expenses for the period were HKD 8.26 million, down from HKD 9.96 million in the same period last year[4] - Employee benefits expenses decreased from HKD 9.36 million to HKD 8.26 million, reflecting a reduction in salaries and allowances[21] - Employee benefit expenses decreased by 17.1% compared to the previous period, mainly due to a reduction in headcount, while bonuses were paid to retain high-caliber personnel[35] - Financial costs increased to HKD 2.11 million from HKD 1.51 million in the previous year[4] - Financial costs rose from HKD 1.51 million to HKD 2.11 million, primarily due to increased bank borrowing interest[24] - Financial costs increased by approximately 39.9% from about HKD 1.5 million to approximately HKD 2.1 million, primarily due to rising interest rates[37] Dividends and Shareholder Information - The company did not declare any dividends for the three months ended June 30, 2023[2] - The company did not declare any dividends for the period, consistent with the previous year[28] - As of June 30, 2023, the total number of issued shares is 702,081,660[49] - Mr. Yu Ji Hua holds 17,540,000 shares, representing 2.50% of the company's equity[49] - Aperto Investments Limited and Mr. Lu Ji Ren each hold 210,000,000 shares, accounting for 29.91% of the total equity[53] - The company did not repurchase any shares listed on GEM during the period[56] Corporate Governance - The company has adopted a code of conduct for directors regarding securities trading, ensuring compliance with GEM listing rules[57] - The board of directors is committed to maintaining high standards of corporate governance and has complied with all provisions of the GEM Corporate Governance Code, except for certain deviations[58] - The audit committee currently consists of two members, which does not meet the GEM listing rule requirement of at least three independent non-executive directors[60] - No significant transactions or contracts were reported involving directors or their related entities during the period[62] - There were no conflicts of interest reported between directors and the company's business[63] - The audit committee has reviewed the unaudited condensed consolidated financial statements and this report[64] - The executive directors are Yu Ji-hua (Chairman and CEO) and Li Shang-qian, along with independent non-executive directors Zhong Wen-li and Li De-xian[65] Strategic Initiatives - The company is primarily engaged in investment holding and provides assessment and consulting services, financing services, and securities brokerage[7] - The company aims to become a leading provider of valuation and advisory services in Hong Kong, exploring various acquisition opportunities and business collaborations to maintain its market position[47] - The anticipated interest rate hike environment is expected to hinder acquisition opportunities and the growth of valuation and advisory services[47] - A subsidiary has applied for a license to engage in virtual asset-related activities, which aligns with the company's strategy to offer diversified services and create synergies across its business lines[47] - The company plans to utilize the unspent proceeds from the 2017 rights issue by March 31, 2024, with approximately HKD 135 million allocated for financing business expansion and HKD 34.1 million for potential business investments[42] Other Income - Other income and losses for the period were HKD 3.32 million, compared to HKD 3.52 million in the same period last year[4] - Other income increased from HKD 2.26 million to HKD 3.26 million, driven by higher bank interest income and marketing service revenue[18] - Other income and losses decreased by 5.8% from approximately HKD 3.5 million to about HKD 3.3 million, primarily due to a reduction in management fee income and government subsidies, offsetting an increase in other marketing service income[34]