CL GROUP (HOLDINGS) LIMITED 昌利（控股）有限公司 股份代號 : 8098 （於開曼群島註冊成立之有限公司） 2023 年 報 2023 ANNUAL REPORT (Incorporated in the Cayman Islands with limited liability) Stock Code: 8098 CL GROUP (HOLDINGS) LIMITED 昌利（控股）有限公司 CL GROUP (HOLDINGS) LIMITED 昌 利（控股）有 限公司 ANNUAL REPORT 2023 年報 C M Y CM MY CY CMY K ai168732282529_CL Group AR2023 Cover v04_Spine 14mm.pdf 1 21/6/2023 下午12:47 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。有意投資者應了解投 資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出投資決定。GEM的較高風險及其他特色表示 GEM較適合專業及其他經驗豐富的投資者。 由 ...

香港交易及結算所有限公司以及香港聯合交易所有限公司對本公佈之內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部分內容而產生或 因倚賴該等內容而引致之任何損失承擔任何責任。 CL GROUP (HOLDINGS) LIMITED 昌 利 （ 控 股 ） 有 限 公 司 （於開曼群島註冊成立之有限公司） （股份代號：8098） 截至二零二三年三月三十一日止年度之全年業績公佈 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市 場。有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後 方作出投資決定。GEM的較高風險及其他特色表示GEM較適合專業及其他經 驗豐富的投資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能會承受較於主板 買賣的證券為高的市場波動風險，同時亦無法保證在GEM買賣的證券會有高 流通量的市場。 本公佈乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關 昌利（控股）有限公司（「本公司」）的資料。本公司各董事（「董事」）願就本公佈 共同及個別承擔全部責 ...

CL GROUP (HOLDINGS) LIMITED 昌利（控股）有限公司 股份代號 : 8098 （於開曼群島註冊成立之有限公司） 2022 第三季度 業績報告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM乃為較於聯交所上市的其他公司帶有更高投資風險的公司提供上市的市場。 有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出 投資決定。GEM的較高風險及其他特色表示GEM較適合專業及其他經驗豐富的 投資者。 由於GEM上市公司的新興性質使然，在GEM買賣的證券可能會承受較於主板買賣 的證券為高的市場波動風險，同時亦無法保證在GEM買賣的證券會有高流通量的 市場。 香港交易及結算所有限公司以及香港聯合交易所有限公司對本報告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本報告全部 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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關昌利 （控股）有限公司（「本公司」）的資料。本公司各董事（「董事」）願就本報告共同及個 別承擔全部責任，並於作出一切合理查詢後，確認就彼 ...

Financial Performance - The company recorded an unaudited revenue of approximately HKD 23,300,000 for the six months ended September 30, 2022, representing a decrease of about 11.3% compared to the same period last year[3]. - The profit attributable to the owners of the company for the six months ended September 30, 2022, was approximately HKD 17,600,000, primarily due to a reversal of impairment losses under the expected credit loss model[3]. - Basic and diluted earnings per share for the six months ended September 30, 2022, were approximately HKD 0.80, compared to HKD 0.62 for the same period last year[3]. - The company reported a net loss from fair value changes of financial assets at fair value through profit or loss of approximately HKD 10,468,374 for the six months ended September 30, 2022[5]. - The company’s total comprehensive income for the six months ended September 30, 2022, was HKD 16,955,155, compared to HKD 11,556,288 for the same period last year[5]. - The net profit for the period was HKD 17,559,307, down from HKD 13,696,151 in the previous year, indicating a decrease of about 22.5%[36]. - The total revenue from major customers accounted for approximately 21% of total revenue for the six months ended September 30, 2022, up from 9% in the previous year[45]. Dividends and Shareholder Returns - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2022, consistent with the previous year[3]. - The company did not declare an interim dividend for the six months ended September 30, 2022, consistent with the previous year[47]. Assets and Liabilities - Total assets as of September 30, 2022, amounted to HKD 237,720,806, an increase from HKD 224,171,977 as of March 31, 2022[7]. - As of September 30, 2022, the total current liabilities amounted to HKD 79,691,935, an increase from HKD 72,567,168 as of March 31, 2022, representing a growth of approximately 9%[9]. - The total assets less current liabilities reached HKD 220,679,906 as of September 30, 2022, up from HKD 204,919,675 as of March 31, 2022, reflecting a growth of about 7.5%[9]. - The company's equity attributable to owners was HKD 218,033,352 as of September 30, 2022, an increase from HKD 201,078,195 as of March 31, 2022, representing a growth of approximately 8.4%[9]. - The total non-current liabilities decreased to HKD 2,646,554 from HKD 3,841,480, indicating a reduction of about 31%[9]. Cash Flow and Financing - The net cash used in operating activities for the six months ended September 30, 2022, was HKD (37,459,774), compared to HKD (7,096,952) for the same period in 2021, indicating a significant increase in cash outflow[18]. - The financing activities generated a net cash inflow of HKD 17,894,702 for the six months ended September 30, 2022, compared to a net cash outflow of HKD (562,428) in the same period of the previous year[18]. - The company reported a net cash outflow from investment activities of HKD (5,862,834) for the six months ended September 30, 2022, compared to HKD (8,728,872) in the same period of 2021, showing an improvement in cash flow management[18]. - The cash and cash equivalents at the beginning of the period were HKD 29,373,093, compared to HKD 11,001,700 at the beginning of the same period in 2021, indicating a significant increase in available cash[18]. Credit and Risk Management - The group has established a credit risk management policy to assess client credit ratings and repayment capabilities, ensuring limited credit risk due to a diverse client base[77]. - The group believes that the impairment provision for trade receivables is adequate based on the current credit quality and recoverability assessments[73]. - The management regularly reviews credit limits for each client, with any increase requiring approval based on established criteria[77]. - The group has established a credit policy to monitor credit risk, with a focus on timely settlement of receivables within T+2 days[123]. Corporate Governance - The company has established an audit committee to review and supervise financial reporting procedures and internal controls, consisting of three independent non-executive directors[152]. - The company is committed to high standards of corporate governance and has adhered to all applicable codes during the reporting period, with some deviations noted[146]. - The company has a risk management and internal control system in place, which is reviewed by the board to ensure the protection of shareholder interests[150]. Acquisitions and Investments - The group acquired 100% equity of Shenzhen Bifuda Business Consulting Co., Ltd. for a cash consideration of HKD 5,007,591 on September 26, 2022[85]. - The identifiable assets and liabilities acquired had a fair value of HKD 8,786,843, resulting in goodwill of HKD 1,084,232[86]. - The group did not recognize any revenue or loss from the newly acquired subsidiary from the acquisition date to September 30, 2022[86]. Market and Operational Insights - The group aims to expand its client base and enhance its trading platform to develop its brokerage and underwriting businesses[121]. - The group is committed to becoming a leading financial services group in Hong Kong and will continue to explore potential business opportunities to enhance profitability[121]. - The group currently has no foreign currency hedging policy but monitors foreign exchange risks and considers hedging when necessary[127].

Financial Performance - For the three months ended June 30, 2022, the company recorded an unaudited revenue of approximately HKD 11,500,000, representing an increase of about 1.3% compared to HKD 11,400,000 for the same period in 2021[3]. - The unaudited profit attributable to owners for the same period was approximately HKD 3,900,000, a decrease from HKD 12,300,000 in the previous year[3]. - Basic and diluted earnings per share for the three months ended June 30, 2022, were both approximately HKD 0.18, down from HKD 0.56 for the same period in 2021[3]. - The company reported a pre-tax profit of approximately HKD 5,167,037 for the period, compared to HKD 13,769,384 in the prior year[6]. - Total comprehensive income attributable to owners for the period was approximately HKD 3,275,228, down from HKD 12,314,691 in the previous year[6]. - The total revenue and investment income for the three months ended June 30, 2022, was approximately HKD 9,200,000, a decrease of about 49.4% or HKD 9,100,000 compared to approximately HKD 18,300,000 in the same period of 2021[27]. - The profit attributable to the company's owners for the three months ended June 30, 2022, was approximately HKD 3,900,000, down from approximately HKD 12,300,000 in the same period of 2021[34]. - Earnings per share for the three months ended June 30, 2022, was approximately HKD 0.18, compared to HKD 0.56 in the same period of 2021[34]. Dividend Policy - The board of directors did not recommend the payment of an interim dividend for the three months ended June 30, 2022, consistent with the previous year[3]. - The company did not recommend the distribution of an interim dividend for the three months ended June 30, 2022, compared to no dividend in the same period of 2021[18]. Revenue Sources - The company generated commission and brokerage fees from securities trading on the exchange amounting to HKD 1,258,602, a decrease from HKD 1,546,778 in the previous year[14]. - The company reported interest income from various sources totaling HKD 7,412,449, compared to HKD 5,649,227 in the previous year[14]. - The interest income from loans and financing for the three months ended June 30, 2022, was approximately HKD 7,400,000, an increase from approximately HKD 5,600,000 in the same period of 2021[30]. - The interest income from customer securities and margin accounts increased by approximately 12.1% to about HKD 1,900,000 for the three months ended June 30, 2022, compared to approximately HKD 1,700,000 in the same period of 2021[28]. Trading and Investment Activity - The company experienced a net loss of HKD 6,700,068 from financial assets measured at fair value through profit or loss, compared to a gain of HKD 6,901,170 in the previous year[6]. - The total trading volume for securities transactions decreased by approximately 41.2% to about HKD 16,878,600,000 for the three months ended June 30, 2022, compared to approximately HKD 28,689,400,000 in the same period of 2021[28]. - The value of the investment portfolio, including listed securities and debt securities, was approximately HKD 19,500,000 as of June 30, 2022, down from approximately HKD 22,300,000 as of March 31, 2022[31]. Administrative Expenses - Administrative expenses decreased by approximately 10.4% to about HKD 3,900,000 for the three months ended June 30, 2022, from approximately HKD 4,300,000 in the same period of 2021[33]. Corporate Governance - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and internal controls[60]. - The company has complied with all corporate governance code provisions except for the separation of the roles of Chairman and CEO, which are currently held by the same individual[56]. - The company has not identified any competitive business interests among its directors or major shareholders that could conflict with the group's business[53]. - The company has not established a Chairman position, with daily operations managed by the CEO and executive directors[57]. - The company plans to elect a new Chairman when appropriate[58]. - The company confirmed that all directors complied with the trading code during the three months ending June 30, 2022[55]. - The company’s independent directors have reviewed the unaudited condensed consolidated results for the three months ending June 30, 2022, ensuring compliance with applicable accounting standards[60]. Future Plans and Strategies - The company has no plans for significant investments or acquisitions of capital assets as of June 30, 2022, but will actively seek investment opportunities to enhance profitability[35]. - The company aims to expand its customer base and enhance its trading platform to develop its brokerage and underwriting businesses[36]. - The company is committed to expanding its margin and loan financing business as well as its securities advisory services to meet customer needs[36]. - The company plans to explore potential business opportunities to generate new revenue sources and enhance profitability[38]. - The company will continue to seek new strategies for market expansion and potential acquisitions[38]. Share Options - The new share option plan allows for a total of 220,000,000 shares to be granted, representing 10% of the total shares as of June 30, 2022[39]. - The fair value of the granted share options on the grant date was HKD 8,275,000, calculated using the Black-Scholes model[45]. - The expected volatility used in the option pricing model was 55.019%[45]. - The company has terminated the previous share option plan and adopted a new one to attract and retain talent[39]. - The company has set a limit that the total number of shares issued upon the exercise of options cannot exceed 1% of the issued shares as of the grant date within any 12-month period[42]. - As of June 30, 2022, the company granted a total of 60,000,000 share options to directors, representing 2.73% of the total shares[48]. Major Shareholders - Major shareholder Zillion Profit Limited holds 1,500,000,000 shares, accounting for 68.18% of the company's total shares[50]. Securities Transactions - No purchases, sales, or redemptions of the company's listed securities occurred during the three months ending June 30, 2022[52].

Financial Performance - Total revenue and investment income for the year amounted to approximately HKD 24,900,000, a decrease of about 52.3% compared to the previous fiscal year[8] - The loss attributable to owners of the company was approximately HKD 8,000,000, representing a decrease of about 152.8%[8] - The value of the investment portfolio as of March 31, 2022, was approximately HKD 22,300,000, down from approximately HKD 75,700,000 in the previous fiscal year[8] - Securities trading commission increased by 31.4% to HKD 8,603,730 for the year ended March 31, 2022, compared to HKD 6,545,721 for the previous year[17] - Total trading volume rose by 75.5% to approximately HKD 100,149,100,000 for the year ended March 31, 2022, from approximately HKD 57,059,000,000 in the prior year[17] - Interest income from margin accounts increased by 29.5% to approximately HKD 8,086,719 for the year ended March 31, 2022, compared to HKD 6,246,091 for the previous year[18] - Loan financing interest income was approximately HKD 20,128,856 for the year ended March 31, 2022, slightly up from HKD 19,679,716 in the previous year[19] - Placement and underwriting commission surged by 131.1% to approximately HKD 4,538,864 for the year ended March 31, 2022, from HKD 1,964,110 in the prior year[20] - Net trading loss on financial assets at fair value through profit or loss was approximately HKD 1,900,000 for the year ended March 31, 2022, compared to a net gain of approximately HKD 4,400,000 in the previous year[21] - Administrative expenses increased by 16.3% to approximately HKD 19,400,000 for the year ended March 31, 2022, from HKD 16,700,000 in the previous year[25] - Other income and net losses were approximately HKD 100,000 for the year ended March 31, 2022, down from HKD 900,000 in the previous year[22] Economic Environment - The Hang Seng Index dropped to 21,996 points as of March 31, 2022, a decline of approximately 22.5% from 28,378 points a year earlier[12] - The number of IPOs in Hong Kong decreased by approximately 37.0% in 2021 and about 53.1% in the first quarter of 2022[12] - The unemployment rate in Hong Kong rose to 5.0% during the first quarter of 2022 due to the impact of the COVID-19 pandemic[12] - The group expects to face various challenges in the Hong Kong economy in 2022, including the impact of the fifth wave of the pandemic and potential uncertainties from U.S. interest rate hikes and COVID-19 in China[43] Strategic Initiatives - The company aims to expand its customer base and enhance its trading platform despite economic uncertainties[8] - The company continues to maintain a balanced investment portfolio through stable income investments such as debt securities[8] - The management expresses confidence in exploring new business opportunities to provide optimal returns to shareholders[9] - The group aims to expand its client base and strengthen its trading platform to develop its brokerage and underwriting businesses[43] - The group will continue to explore potential business opportunities to generate new revenue streams and enhance profitability[43] Corporate Governance - The board of directors is responsible for formulating the group's strategy, supervising performance, and managing risks[53] - The company has adopted a code of conduct for directors' securities trading, confirming compliance with GEM listing rules[49] - All directors attended 100% of board meetings and shareholder meetings during the fiscal year ending March 31, 2022[58] - The board meets quarterly and holds additional meetings for special matters as needed[53] - The company has three independent non-executive directors, ensuring compliance with GEM listing rules regarding independence[57] - The board is tasked with developing operational strategies and reviewing financial performance and internal controls[54] - The company currently does not have a chairman, with daily operations overseen by the CEO[62] - The board believes its operation ensures a balance of power and authority despite the absence of a chairman[64] - Directors receive training on their responsibilities and relevant regulations to ensure compliance and enhance governance awareness[59] - The company will arrange for the re-election of a new chairman at an appropriate time[65] - The Remuneration Committee held one meeting during the fiscal year ending March 31, 2022, with all members present[67] - The Nomination Committee also held one meeting during the fiscal year, with all members present, and focuses on diversity in board member selection[71] - The Audit Committee conducted five meetings in the fiscal year ending March 31, 2022, and reviewed the consolidated financial statements, confirming compliance with applicable accounting standards[74] - The external auditor's fee for statutory audit services was HKD 650,000 for the fiscal year ending March 31, 2022[77] Risk Management and Compliance - The Board is responsible for the overall internal control framework and acknowledges the necessity of risk management systems to protect shareholder interests[81] - The company has implemented appropriate insurance coverage for directors and senior officers to mitigate risks arising from business operations[83] - The company has established a whistleblowing policy to detect fraud and corruption risks[145] - The company has implemented measures to protect personal data and ensure compliance with privacy regulations[142] - There were no violations of anti-corruption laws or regulations during the year[145] Environmental, Social, and Governance (ESG) - The total greenhouse gas emissions recorded for the year amounted to 62,103.70 kg CO2 equivalent, an increase from 40,920.85 kg in the previous year[107] - The company promotes electronic interactions to reduce unnecessary business travel and minimize greenhouse gas emissions[107] - The company has implemented energy-saving measures across its offices to further reduce emissions[107] - The ESG report covers the period from April 1, 2021, to March 31, 2022, and includes key performance indicators related to the company's core business in Hong Kong[93] - The ESG working group consists of three members, including an executive director and senior management from HR and finance, to assist in managing ESG matters[100] - The board is responsible for identifying and assessing ESG-related risks and ensuring effective risk management and internal controls[97] - The company emphasizes the importance of maintaining environmental sustainability in its daily operations[105] - The company strictly adheres to local laws and regulations related to environmental protection and pollutant control[106] - The company has established a top-down ESG organizational structure to implement sustainable development concepts[96] - The board has engaged third-party ESG professionals to assist in conducting materiality assessments on ESG issues[101] - The total energy consumption recorded for the year was 87,470 kWh, an increase from 57,635 kWh in the previous year[112] - The company consumed 374.2 kg of printing paper during its daily operations[111] - The company has implemented multiple waste reduction measures, including defaulting to double-sided printing and encouraging the reuse of stationery[108] - The company has adhered to relevant laws and regulations regarding gas and greenhouse gas emissions, as well as the generation of hazardous and non-hazardous waste[109] - The company aims to maintain reasonable emission rates over the next three years, taking a cautious approach to setting targets[124] - The company encourages employees to use resources efficiently and has integrated environmental protection concepts into its daily operations[114] - The company has not faced any difficulties in obtaining government water supply during the year[113] - The board has assessed climate-related risks and opportunities, indicating that the financial impact of these risks is considered minimal[118] - The company is planning to upgrade its IT systems and enhance digital processes to align with the increasing demand for green financing and paperless securities[123] Human Resources and Employee Welfare - The overall employee turnover rate for the year was 21.4%, compared to 12.5% in the previous year, indicating a significant increase in turnover[129] - The company has recorded zero workplace injury cases over the past three years, resulting in no lost workdays[130] - The company aims to achieve a 100% training coverage rate for anti-corruption training within four years, with over 30 hours of training provided to employees this year[135] - The company provides competitive compensation and benefits, including paid sick leave, annual leave, maternity leave, and discretionary bonuses[129] - The company has implemented strict recruitment policies to ensure equal opportunities regardless of gender, age, race, religion, or disability[128] - The company complies with various local labor laws, including the Employment Ordinance and the Minimum Wage Ordinance, with no significant violations reported this year[133] - The company has established a comprehensive occupational safety program, ensuring all employees are familiar with safety procedures and emergency protocols[130] - The company conducts regular performance evaluations to determine employee training needs based on performance and industry changes[135] - The company has a standardized employee working hours policy, ensuring compliance with local regulations and employee rights[127] - The company has implemented measures to maintain a safe and healthy work environment, including air circulation and social distancing protocols due to COVID-19[133] Customer Relations and Service Quality - There were no significant customer complaints received during the year, and no disciplinary actions taken by government authorities regarding service quality[139] - The company engaged over 12 service providers this year, maintaining the same number as in 2021, all located in Hong Kong[138] - The company regularly reviews its service providers based on performance and quality[138] Shareholder Information - The company reported a total available reserve of approximately HKD 170.8 million as of March 31, 2022, which includes a share premium of about HKD 130.9 million[164] - The largest customer accounted for 9.1% of the total revenue, while the top five customers combined contributed 32.5%[171] - The company did not recommend any dividend payment for the year, compared to a dividend of HKD 0.005 per share in the previous year[158] - The company’s main business nature did not undergo any significant changes during the year[155] - The company’s charitable donations for the year were zero, down from HKD 10,000 in the previous year[168] - The company’s board of directors includes experienced professionals with over 21 years in securities trading and over 28 years in legal practice[150][151] - The company’s major subsidiaries and their contributions to the overall business are detailed in the financial statements[159] - The company’s bank loans and financial obligations are outlined in the financial statements, indicating a focus on managing debt[161] - The company has maintained a consistent operational strategy without major shifts in its business model[155] - The company’s five-year financial summary is available, providing insights into its performance trends over recent years[170] Stock Options and Director Compensation - A total of 60,000,000 stock options were granted to directors, representing approximately 2.73% of the company's total shares[183] - The exercise price for the stock options is set at HKD 0.2275 per share[183] - As of March 31, 2022, the total number of unexercised stock options under the plan is 100,000,000 shares, equivalent to about 4.55% of the issued share capital[197] - The new stock option plan allows for a maximum of 220,000,000 shares to be granted, which is 10% of the total shares as of March 31, 2022[195] - The company has adopted a stock option plan to incentivize directors and eligible employees, aiming to attract and retain talent[195] - The stock options granted under the new plan must be accepted within seven days from the grant date[195] - The company has no significant contracts in which directors have a direct or indirect substantial interest as of March 31, 2022[189] - There are no service contracts with directors that exceed a term of three years or require more than one year of notice for termination[188] - The remuneration policy for directors is based on their experience, responsibilities, workload, and time dedicated to the company[191] - The company has confirmed the independence of all independent non-executive directors as per the relevant regulations[190] - As of March 31, 2022, a total of 100,000,000 stock options were granted under the share option scheme[200] - The exercise price for the stock options is HKD 0.2275, applicable from April 9, 2014, to April 8, 2023[200] - The weighted average exercise price remains at HKD 0.2275[200] - The total balance of stock options for executive directors is 60,000,000, with no changes during the year[200] - The total balance of stock options for employees is 40,000,000, with no changes during the year[200] - The stock options granted to the executive directors include 20,000,000 each for Guo Jiancong, Yu Lianda, and Liu Jianhan[200] - The stock options are set to expire on April 8, 2023[200] - There were no cancellations or lapses of stock options during the reporting period[200] - The total number of stock options exercised during the year was zero[200] - The company maintains a consistent stock option structure with no significant changes reported[200]

Financial Performance - For the nine months ended December 31, 2021, the company recorded unaudited revenue of approximately HKD 40,600,000, an increase of about 18.2% compared to the same period last year[3]. - The unaudited profit attributable to the owners of the company for the nine months ended December 31, 2021, was approximately HKD 45,800,000, representing an increase of about 51.3% year-on-year[3]. - Basic and diluted earnings per share for the nine months ended December 31, 2021, were approximately HKD 2.08, compared to HKD 1.38 for the same period last year[3]. - For the three months ended December 31, 2021, the company reported a profit attributable to owners of approximately HKD 32,117,926, compared to HKD 8,164,299 for the same period last year[5]. - The company's total comprehensive income for the nine months ended December 31, 2021, was approximately HKD 40,688,716, compared to HKD 33,860,444 for the same period last year[5]. - The company's profit attributable to owners for the nine months ended December 31, 2021, was HKD 45,814,072, compared to HKD 30,273,415 for the same period in 2020[22]. - The net profit attributable to the company's owners for the nine months ended December 31, 2021, was approximately HKD 45,800,000, reflecting a 51.3% increase from approximately HKD 30,300,000 in the same period of 2020[34]. Revenue Sources - Commission and brokerage fees from securities trading on the Stock Exchange amounted to HKD 6,827,608 for the nine months ended December 31, 2021, an increase of approximately 38.4% from HKD 4,936,195 in the same period of 2020[17]. - Interest income from cash and margin clients was HKD 6,631,132 for the nine months ended December 31, 2021, compared to HKD 5,873,628 in the same period of 2020, reflecting an increase of approximately 12.9%[17]. - Securities and futures brokerage income increased by approximately 36.2% from about HKD 5,300,000 to approximately HKD 7,200,000 for the nine months ended December 31, 2021[27]. - Interest income from customer securities and margin accounts rose by about 14.8% to approximately HKD 6,600,000 compared to approximately HKD 5,800,000 in the same period last year[27]. Expenses and Losses - The company experienced a significant increase in administrative expenses, totaling HKD 14,813,490 for the nine months ended December 31, 2021, compared to HKD 11,678,141 for the same period last year[5]. - The company reported a fair value loss on financial assets of approximately HKD 5,125,356 for the nine months ended December 31, 2021[5]. - The company reported a net loss from financing asset impairment of HKD 7,254,655 for the nine months ended December 31, 2021, compared to no such loss in the same period of 2020[19]. Dividends - The company did not recommend the payment of an interim dividend for the nine months ended December 31, 2021, consistent with the previous year[3]. - The company did not recommend an interim dividend for the nine months ended December 31, 2021, compared to no dividend in the same period of 2020[21]. Equity and Assets - The total equity of the company as of December 31, 2021, was approximately HKD 262,356,815, an increase from HKD 248,343,778 as of December 31, 2020[8]. - The group's mortgage loan portfolio was approximately HKD 115,300,000 as of December 31, 2021, with interest income from loan and financing activities amounting to approximately HKD 16,300,000[29]. - The total value of the investment portfolio increased to approximately HKD 88,500,000 from approximately HKD 75,700,000 as of March 31, 2021[31]. Corporate Governance - The company has complied with all corporate governance code provisions during the nine months ended December 31, 2021, with some deviations noted[56]. - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the GEM Listing Rules[55]. - The company currently does not have a chairman position, with daily operations managed by the CEO and executive directors[57]. - The board plans to elect a new chairman when appropriate circumstances arise[58]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the nine months ending December 31, 2021, ensuring compliance with applicable accounting standards and regulations[60]. - The company is focused on maintaining efficient internal controls and financial reporting processes through its audit committee[60]. Future Plans - The group plans to continue expanding its margin and loan financing business as well as securities advisory services to meet customer needs[37]. - The company has no major investment or acquisition plans but will actively seek investment opportunities to enhance profitability[36]. Stock Options - As of December 31, 2021, the total number of stock options granted under the new stock option plan was 60,000,000 shares[46]. - The fair value of the granted stock options on the grant date was HKD 8,275,000, calculated using the Black-Scholes model[43]. - The exercise price of the stock options cannot be lower than the higher of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[42]. - No stock options exceeding 1% of the issued shares can be granted without shareholder approval[42]. - The expected volatility used in the option pricing model was 55.019%[43]. - The expected life of the stock options is 9 years[43].

Financial Performance - The company recorded an unaudited revenue of approximately HKD 26,300,000 for the six months ended September 30, 2021, representing an increase of about 23% compared to the same period last year[3]. - The unaudited profit attributable to the owners of the company for the six months ended September 30, 2021, was approximately HKD 13,700,000, a decrease compared to the same period in 2020, primarily due to changes in the fair value of financial assets[3]. - Basic and diluted earnings per share for the six months ended September 30, 2021, were approximately HKD 0.62, down from HKD 1.00 in the same period of 2020[3]. - The company reported a net loss attributable to owners of approximately HKD 758,403 for the six months ended September 30, 2021, compared to a profit of HKD 13,619,208 in the same period of 2020[5]. - The company’s total comprehensive income for the six months ended September 30, 2021, was HKD 13,696,151, compared to HKD 22,109,116 for the same period in 2020, reflecting a decrease of approximately 38.2%[11]. - The total revenue for the six months ended September 30, 2021, was HKD 26,260,018, an increase from the previous year's HKD 18,049,172[29]. - The pre-tax profit for the period was HKD 15,997,900, with a net profit of HKD 13,696,151 after tax expenses of HKD 2,301,749[29]. - The company’s net profit attributable to shareholders for the six months ended September 30, 2021, was approximately HKD 13,700,000, a decrease from HKD 22,100,000 in the same period of 2020[91]. Dividends and Shareholder Returns - The board of directors did not recommend the payment of an interim dividend for the six months ended September 30, 2021, consistent with the previous year[3]. - The company did not recommend an interim dividend for the six months ended September 30, 2021, consistent with no dividend declared for the same period in 2020[48]. - The board does not recommend the payment of an interim dividend for the six months ended September 30, 2021, consistent with the previous year[95]. Assets and Liabilities - Total assets less current liabilities as of September 30, 2021, were HKD 234,412,385, compared to HKD 234,248,453 as of March 31, 2021[9]. - The company's non-current assets as of September 30, 2021, amounted to HKD 29,466,675, a decrease from HKD 57,417,772 as of March 31, 2021[7]. - The company’s total liabilities as of September 30, 2021, were HKD 72,121,816, an increase from HKD 53,132,944 as of March 31, 2021[9]. - The total assets of the group as of September 30, 2021, were HKD 294,082,357, with total liabilities of HKD 38,150,889[33]. - The company’s total equity increased to HKD 233,342,057 as of September 30, 2021, from HKD 232,785,779 as of April 1, 2021[11]. Cash Flow and Investments - The company reported a net cash outflow from operating activities of HKD (7,096,952) for the six months ended September 30, 2021, compared to HKD (462,084) for the same period in 2020[13]. - The company incurred a net cash outflow from investing activities of HKD (8,728,872) for the six months ended September 30, 2021, slightly improved from HKD (8,988,306) in the same period of 2020[13]. - The company reported a net cash outflow from financing activities of HKD (562,428) for the six months ended September 30, 2021, compared to HKD (13,761,315) in the same period of 2020, indicating a significant reduction in cash outflow[13]. - The company reported a decrease in cash and cash equivalents at the end of the period to HKD (5,386,552) from HKD 9,924,511 at the end of the previous year[13]. Revenue Sources - Total revenue from ongoing operations for the six months ended September 30, 2021, was HKD 26,260,018, an increase from HKD 21,356,586 in the same period of 2020, representing a growth of approximately 22.4%[22]. - The company generated commission and brokerage fees from securities trading on the Stock Exchange amounting to HKD 4,061,349 for the six months ended September 30, 2021, compared to HKD 3,218,197 in the previous year, reflecting a growth of 26.2%[22]. - Interest income from cash and margin clients was HKD 4,106,952 for the six months ended September 30, 2021, up from HKD 3,689,683 in the same period of 2020, indicating an increase of 11.4%[22]. - Interest income from loan financing services was approximately HKD 11,000,000 for the six months ended September 30, 2021, compared to approximately HKD 11,100,000 in the same period of 2020[86]. Trade Receivables - Trade receivables increased to HKD 83,339,500 as of September 30, 2021, compared to HKD 49,662,276 as of March 31, 2021[7]. - The total trade receivables as of September 30, 2021, amounted to HKD 83,339,500, an increase of 67.6% from HKD 49,662,276 as of March 31, 2021[54]. - The aging analysis of trade receivables showed that the balance for margin clients as of September 30, 2021, was HKD 71,501,334, significantly higher than HKD 43,283,860 as of March 31, 2021[59]. - The company reported no impairment losses on trade receivables for the six months ended September 30, 2021, maintaining a consistent credit quality assessment[61]. Credit and Risk Management - Credit risk is considered low due to established credit policies and regular monitoring of overdue balances, with a focus on minimizing credit risk from receivables[105]. - The company has established credit limits for each customer, which are subject to regular reviews to mitigate credit risk[68]. - The company continues to assess the credit quality of receivables based on the initial credit granting date and any changes in credit quality up to the reporting date[68]. Future Outlook and Strategy - The group plans to actively seek investment opportunities to enhance profitability, although there are no major investment or acquisition plans currently[102]. - The management expects the impact of COVID-19 to continue to diminish, with a focus on expanding the customer base and enhancing trading platforms to grow brokerage and underwriting businesses[103]. - The group aims to become a leading financial services group in Hong Kong, exploring potential business opportunities to generate new revenue streams[103]. Governance and Compliance - The audit committee has been established to review and supervise the financial reporting procedures and internal controls of the group, consisting of three independent non-executive directors[133]. - The unaudited condensed consolidated interim results for the six months ended September 30, 2021, have been reviewed by the audit committee, confirming compliance with applicable accounting standards and regulations[133]. - Major shareholder Zillion Profit Limited holds 1,500,000,000 shares, representing approximately 68.18% of the company's issued share capital[121].

Financial Performance - The company recorded an unaudited revenue of approximately HKD 11,400,000 for the three months ended June 30, 2021, representing an increase of approximately 9.1% compared to HKD 10,400,000 for the same period in 2020[3]. - The unaudited profit attributable to owners of the company for the three months ended June 30, 2021, was approximately HKD 12,300,000, compared to HKD 8,800,000 for the same period in 2020[3]. - Basic and diluted earnings per share for the three months ended June 30, 2021, were both approximately HKD 0.56, compared to HKD 0.40 for the same period in 2020[3]. - The company reported a pre-tax profit of HKD 13,769,384 for the three months ended June 30, 2021, compared to HKD 10,150,991 for the same period in 2020[6]. - Total comprehensive income attributable to owners for the three months ended June 30, 2021, was HKD 12,314,691, compared to HKD 11,442,493 for the same period in 2020[6]. - The net profit attributable to the owners of the company for the three months ended June 30, 2021, was HKD 12,343,323, compared to HKD 8,783,983 in the same period of 2020[23]. Revenue Sources - The total revenue and investment income for the three months ended June 30, 2021, was approximately HKD 18,300,000, an increase of about 34.4% or approximately HKD 4,700,000 compared to HKD 13,600,000 in the same period of 2020[29]. - The commission and brokerage fees from securities trading for the three months ended June 30, 2021, were approximately HKD 1,500,000, compared to approximately HKD 1,600,000 in the same period of 2020[30]. - The total trading volume for securities transactions increased approximately 666.3% to about HKD 28,689,400,000 for the three months ended June 30, 2021, from approximately HKD 3,743,500,000 in the same period of 2020[30]. - Interest income from loans and financing activities for the three months ended June 30, 2021, was approximately HKD 5,600,000, compared to approximately HKD 5,000,000 in the same period of 2020[33]. - The interest income from financial assets measured at fair value through profit or loss for the three months ended June 30, 2021, was approximately HKD 700,000, compared to approximately HKD 100,000 in the same period of 2020[34]. Expenses and Equity - Administrative expenses for the three months ended June 30, 2021, were HKD (4,355,947), compared to HKD (3,675,393) for the same period in 2020[6]. - The company’s total equity attributable to owners as of June 30, 2021, was HKD 245,100,475, compared to HKD 236,488,334 as of June 30, 2020[9]. - The Hong Kong profit tax expense for the three months ended June 30, 2021, was HKD 1,127,982, compared to HKD 915,500 in the same period of 2020[19]. Corporate Governance - The company has not adopted any new Hong Kong Financial Reporting Standards that have been issued but are not yet effective[13]. - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated results for the three months ending June 30, 2021, ensuring compliance with applicable accounting standards[63]. - The company has adopted a code of conduct for securities trading, confirming compliance by all directors during the three months ending June 30, 2021[58]. - The company is committed to high standards of corporate governance and has complied with all relevant GEM listing rules during the reporting period[59]. - No directors were aware of any business interests that may compete with the company during the three months ending June 30, 2021[56]. Future Outlook and Strategy - The company expects the financial and overall impact of COVID-19 to begin to wane as global vaccination programs are rolled out, which will attract more capital into the Hong Kong securities market[39]. - The group aims to expand its client base and strengthen its trading platform to develop its brokerage and underwriting businesses[39]. - The group has no plans for significant investments or acquisitions of capital assets as of June 30, 2021, but will actively seek investment opportunities to enhance profitability[38]. Share Options and Ownership - The new share option scheme allows for a total of up to 220,000,000 shares to be granted, representing 10% of the total shares as of June 30, 2021[42]. - The fair value of the options granted was HKD 8,275,000, calculated using the Black-Scholes model[48]. - As of June 30, 2021, the company has granted a total of 60,000,000 share options to directors, representing 2.73% of the total shares[51]. - Major shareholder Zillion Profit Limited holds 1,500,000,000 shares, accounting for 68.18% of the company's issued share capital[53]. - The company did not purchase, sell, or redeem any of its listed securities during the three months ending June 30, 2021[55]. - The company has no knowledge of any other individuals holding 5% or more of the issued share capital apart from those disclosed[54]. - The company plans to elect a new chairman when appropriate[61]. - The company has not established a chairman position, with daily operations managed by the CEO and executive directors[60].

Financial Performance - Total revenue and investment income for the year amounted to approximately HKD 52,200,000, representing an increase of about 22.1% compared to the previous fiscal year[8] - Profit attributable to owners of the company was approximately HKD 15,200,000, a decrease of about 35.4% from the previous fiscal year[8] - The total revenue and investment income for the year amounted to approximately HKD 52,200,000, an increase of about 22.1% or HKD 9,500,000 compared to HKD 42,700,000 in 2020[12] - Commission and brokerage fees from securities trading decreased by approximately 10.1% to about HKD 6,545,721 from HKD 7,283,226 in the previous year[14] - The total trading volume for securities increased by approximately 37.9% to about HKD 57,059,000,000 from HKD 41,392,700,000 in the previous year[14] - Interest income from margin clients decreased by approximately 40.2% to about HKD 6,246,091 from HKD 10,450,822 in the previous year[15] - Interest income from loan financing was approximately HKD 19,679,716, a slight decrease of about 4.6% from HKD 20,636,605 in the previous year[16] - Placement and underwriting commissions increased by approximately 257.4% to about HKD 1,964,110 from HKD 549,552 in the previous year[17] - The net trading income from financial assets measured at fair value through profit or loss was approximately HKD 4,419,851, compared to HKD 445,817 in the previous year[19] Investment Portfolio - The value of the investment portfolio as of March 31, 2021, was approximately HKD 75,700,000, up from approximately HKD 54,100,000 in the previous fiscal year[8] - The value of the investment portfolio, including listed securities and bonds, was approximately HKD 75,700,000, up from HKD 54,100,000 in the previous year[19] Market Conditions - The financial market experienced volatility due to tensions in US-China relations and the COVID-19 pandemic, but showed unexpected recovery in the second half of 2020[11] - The IPO market in Hong Kong demonstrated strong vitality, with several innovative companies conducting IPOs[11] - The Hang Seng Index recorded 28,378 points on March 31, 2021, an increase of approximately 20.2% from 23,603 points on March 31, 2020[8] Business Strategy - The company aims to expand its customer base and enhance its trading platform despite economic uncertainties[8] - The company continues to diversify its revenue sources, including interest income and non-interest income such as commissions and fees[8] - The company plans to explore new business opportunities and expand its core business in the coming year[9] - The group aims to become a leading financial services group in Hong Kong and will continue to explore potential opportunities for new revenue sources[40] Financial Position - As of March 31, 2021, the group's cash and bank balances decreased by approximately 51.3% to HKD 21,000,000 from HKD 43,000,000 as of March 31, 2020[24] - The group's net current assets increased by approximately 7.5% from HKD 164,500,000 as of March 31, 2020 to HKD 176,800,000 as of March 31, 2021[24] - The current ratio as of March 31, 2021 was approximately 4.3 times, down from 5.9 times as of March 31, 2020[24] - The group had undrawn bank financing of HKD 27,500,000 as of March 31, 2021, a decrease from HKD 49,500,000 as of March 31, 2020[24] Administrative and Operational Efficiency - Administrative expenses decreased by approximately 3.1% to about HKD 16,700,000 from HKD 17,300,000 in the previous year[22] - Total employee costs for the year ended March 31, 2021 were approximately HKD 6,200,000, compared to HKD 6,400,000 for the year ended March 31, 2020[29] - The total number of employees remained stable at 15, with a turnover rate of 12.5% due to one employee leaving and one joining[118] Corporate Governance - The board of directors is responsible for formulating the group's strategy, supervising performance, and managing risks[49] - All directors confirmed compliance with the company's code of conduct regarding securities trading during the fiscal year ending March 31, 2021[45] - The board held regular meetings, with all directors attending 100% of board meetings and shareholder meetings during the fiscal year[53] - The company has three independent non-executive directors, all of whom meet the independence criteria set by GEM listing rules[52] - The board is tasked with reviewing financial performance and internal control systems, as well as making decisions on significant acquisitions and investments[50] Risk Management - The board is responsible for the overall internal control framework and acknowledges the necessity of risk management systems to protect shareholder interests[74] - The audit committee is responsible for reviewing the overall effectiveness of the group's risk management and internal control systems[75] - The management established procedures and controls for measuring expected credit losses, which involve significant estimates and judgments[195] Environmental, Social, and Governance (ESG) - The company is committed to enhancing its environmental, social, and governance (ESG) performance and reporting, focusing on sustainable development principles[85] - The company has implemented a stakeholder engagement process to identify key ESG issues, which will inform its short-term and long-term sustainability strategies[93] - The company strictly adheres to local laws and regulations regarding environmental protection and pollution control, including the Air Pollution Control Ordinance and Water Pollution Control Ordinance[95] - The company promotes electronic interactions to reduce unnecessary business travel and minimize its indirect greenhouse gas emissions from purchased electricity and paper consumption[95] - The company has established a waste management system where general waste is collected and processed by property management, while hazardous waste is safely handled by suppliers[97] Shareholder Relations - The company emphasizes the importance of maintaining high standards in investor relations and timely communication with shareholders through various channels[81] - The company has adopted a dividend policy that considers financial performance, funding needs, and other factors before declaring dividends[69] - The company plans to propose a final dividend of HKD 0.005 per ordinary share, subject to shareholder approval at the upcoming annual general meeting[134] Compliance and Legal Matters - The company has not reported any violations of employment-related laws or regulations during the year[103] - The group has no reported incidents of corruption or legal actions related to bribery, extortion, fraud, or money laundering during the year[115] - The company strictly adheres to the Personal Data (Privacy) Ordinance and ensures that personal data is only collected for necessary business purposes[111] Employee Development - The company recognizes the importance of training for employee development and encourages participation in professional training programs[106] - The company provides attractive compensation packages based on performance, department performance, and overall company results, with annual reviews conducted[104] Share Options and Equity - The total number of share options granted to directors as of March 31, 2021, was 60,000,000, representing approximately 2.73% of the total equity[151] - The exercise price for the share options is HKD 0.2275 per share, with an exercise period from April 9, 2014, to April 8, 2023[151] - The total number of unexercised share options granted under the share option scheme was 100,000,000 shares, representing approximately 4.55% of the company's issued share capital[165] - The new share option scheme allows for a total of 220,000,000 shares to be granted, which is equivalent to 10% of the total shares in issue as of March 31, 2021[163] Audit and Financial Reporting - The independent auditor's report confirmed that the consolidated financial statements fairly reflect the group's financial position as of March 31, 2021[189] - The statutory audit service fee paid to the external auditor was HKD 630,000 for the fiscal year ending March 31, 2021[71]