Financial Performance - For the three months ended August 31, 2020, the revenue was HKD 4,021,000, representing a 33.6% increase compared to HKD 3,006,000 for the same period in 2019[5]. - The gross profit for the three months ended August 31, 2020, was HKD 2,292,000, up 8.5% from HKD 2,112,000 in the previous year[5]. - Operating loss for the three months ended August 31, 2020, was HKD 146,000, a significant improvement compared to a loss of HKD 1,222,000 in the same quarter of 2019[5]. - The total comprehensive loss for the period was HKD 1,110,000, compared to HKD 1,734,000 for the same period in 2019, indicating a 36% reduction in losses[6]. - For the nine months ended August 31, 2020, the revenue decreased to HKD 8,664,000 from HKD 14,168,000 in the previous year, reflecting a decline of 38.8%[5]. - The net loss for the nine months ended August 31, 2020, was HKD 5,343,000, compared to HKD 4,087,000 for the same period in 2019, representing a 30.6% increase in losses[6]. - Basic and diluted loss per share for the nine months ended August 31, 2020, was HKD 1.77, compared to HKD 1.36 for the same period in 2019[6]. - The company incurred financing costs of HKD 3,020,000 for the nine months ended August 31, 2020, which is an increase from HKD 1,769,000 in the previous year[5]. - Operating expenses for the three months ended August 31, 2020, were approximately HKD 2,427,000, a decrease of 27% from HKD 3,330,000 in the same period last year[34]. Revenue Breakdown - Revenue breakdown for the three months ended August 31, 2020: HKD 1,879,000 (47%) from software licensing and professional services, HKD 1,124,000 (28%) from maintenance services, HKD 649,000 (16%) from computer hardware sales, HKD 270,000 (7%) from fintech resources services, and HKD 99,000 (2%) from overseas mortgage consulting services[33]. - The revenue from software licensing and related services for the nine months ended August 31, 2020, was HKD 3,590,000, down from HKD 4,379,000 in 2019, indicating a decline of about 18%[20]. - The company’s revenue from financial technology services was HKD 270,000 for the three months ended August 31, 2020, compared to HKD 137,000 in 2019, marking an increase of approximately 96.4%[20]. New Products and Developments - The company completed the first phase of development for the new product "FinReg Innovation Tool" and has launched it in the market[35]. - The second phase of development for the "FinReg Innovation Tool" is ongoing, with additional resources allocated in 2020[35]. - The company plans to launch a new "Middle Office Operations" system in Q2 2021, which aims to enhance business performance through automation[35]. - The company has successfully signed a new contract for the upgraded C version of the OCTOSTP system with a well-known Singapore brokerage operating locally in Hong Kong[47]. - The company has launched new products in the first quarter of this year, achieving satisfactory results with new sales contracts signed with at least five brokerage firms for system optimization and calibration[48]. - The company has invested resources in the second phase of development for the "FinReg Innovation Tool," which assists clients in automating risk management and regulatory compliance related to securities trading[52]. Marketing and Client Engagement - The company has enhanced its media promotion platform, including a revamped website and active engagement on Facebook and YouTube to promote its products and services[53]. - The company has received positive feedback from clients regarding its new products and services during recent seminars, indicating strong interest in its offerings[49]. - The company has conducted four online seminars since Q4 2019 to promote the "FinReg Innovation Tool" in collaboration with several business partners[49]. - The company is actively expanding its IT talent pool by advertising on major job portals and participating in job fairs[61]. - The company aims to increase its revenue in the fintech resource services sector by signing more dispatch contracts and collaborating with recruitment agencies[59]. Financial Reporting and Compliance - The company has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements[9]. - The financial results for the nine months ended August 31, 2020, have been reviewed by the company's audit committee but not audited by external auditors[8]. - The company adopted the new Hong Kong Financial Reporting Standards (HKFRS) and Hong Kong Accounting Standards (HKAS) effective from January 1, 2019, with no significant impact on the financial statements[13]. - The audit committee held three meetings to review the company's reports and financial statements during the nine months ending August 31, 2020[78]. Shareholder Information - As of August 31, 2020, Maximizer International Limited holds 177,793,941 shares, representing 59.05% of the issued share capital[71]. - Pacific East Limited owns 16,450,838 shares, accounting for 5.46% of the issued share capital[71]. - DGM Trust Corporation, as trustee, holds a total of 194,244,779 shares, which is 64.51% of the issued share capital[71]. - The company issued 123,529,400 convertible preferred shares at an initial conversion price of HKD 0.17 per ordinary share[75]. - The company also issued convertible bonds with a principal amount of HKD 29,699,876.20, convertible at the same price of HKD 0.17 per ordinary share, potentially resulting in 174,705,154 new ordinary shares[75]. - The board of directors proposed not to declare an interim dividend for the nine months ended August 31, 2020[32]. Strategic Partnerships and Expansion - The company has established partnerships with at least ten new business partners since 2019, covering various products and solutions, including cloud services and cybersecurity solutions[41]. - The company has registered as an IT service provider under the D-Biz program launched by the Hong Kong government, allowing it to expand its customer base beyond financial institutions[40]. - The company aims to expand its customer base to other departments of brokerage firms and banks, leveraging its experience in procuring computer hardware and solutions[43]. - The company aims to expand its customer base beyond financial institutions to include asset management firms and insurance companies, actively engaging in marketing activities such as seminars and exhibitions[49]. - The company is collaborating with a cloud solution distributor to sell Alibaba cloud solutions[57].

[Company Information and Disclaimer](index=1&type=section&id=Company%20Information%20and%20Disclaimer) [GEM Characteristics and Directors' Responsibilities](index=2&type=section&id=GEM%20Characteristics%20and%20Directors'%20Responsibilities) The GEM market offers listing opportunities for SMEs with higher investment risks, and the board of directors assumes full responsibility for the report's accuracy - The GEM market targets small and medium-sized companies, entailing higher investment risks and market volatility, requiring prudent investor consideration[2](index=2&type=chunk) - The company's board of directors confirms the report's content is true, complete, and free from misleading or fraudulent elements, assuming full responsibility[3](index=3&type=chunk) [Interim Results Overview](index=3&type=section&id=Interim%20Results%20Overview) [Interim Results](index=3&type=section&id=Interim%20Results) The Group's unaudited revenue and net loss significantly decreased for the three and six months ended May 31, 2020, with a corresponding increase in basic loss per share Interim Results Overview for the Period Ended May 31, 2020 | Metric | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,144 | 8,519 | 4,643 | 11,162 | | Net Loss | (2,627) | (937) | (4,233) | (2,353) | | Basic Loss Per Share (HK Cents) | (0.87) | (0.31) | (1.41) | (0.78) | [Unaudited Condensed Consolidated Interim Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the three and six months ended May 31, 2020, the Group experienced significant declines in revenue and gross profit, with operating and pre-tax losses expanding, leading to an increased loss for the period Consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited) | Metric | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 2,144 | 8,519 | 4,643 | 11,162 | | Cost of Sales | (381) | (5,918) | (854) | (6,244) | | Gross Profit | 1,763 | 2,601 | 3,789 | 4,918 | | Loss from Operations | (1,762) | (425) | (2,523) | (1,340) | | Finance Costs | (981) | (594) | (1,940) | (1,175) | | Loss Before Tax | (2,743) | (1,019) | (4,463) | (2,515) | | Loss for the Period | (2,627) | (937) | (4,233) | (2,353) | | Basic and Diluted Loss Per Share (HK Cents) | (0.87) | (0.31) | (1.41) | (0.78) | [Consolidated Statement of Financial Position](index=6&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As at May 31, 2020, the Group's total assets and equity attributable to owners decreased, while total liabilities increased, resulting in expanded net current liabilities and net liabilities Consolidated Statement of Financial Position (Unaudited) | Metric | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Total Assets | 5,869 | 7,753 | | Equity Attributable to Owners of the Company | (26,450) | (22,217) | | Total Liabilities | 32,319 | 29,970 | | Net Current (Liabilities)/Assets | (1,323) | 1,226 | | Net Liabilities | (26,450) | (22,217) | [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended May 31, 2020, the Group continued to utilize cash in operating and investing activities, with no cash generated from financing activities, leading to an expanded net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (Unaudited) | Metric | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,590) | (7,247) | | Net Cash Used in Investing Activities | (62) | (30) | | Net Cash Generated from Financing Activities | – | 5,000 | | Net Decrease in Cash and Cash Equivalents | (2,652) | (2,277) | | Cash and Cash Equivalents at End of Period | 2,033 | 559 | [Consolidated Statement of Changes in Equity](index=9&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended May 31, 2020, total equity attributable to owners of the company further decreased due to the loss for the period, leading to a continuous expansion of accumulated losses Consolidated Statement of Changes in Equity (Unaudited) | Metric | As at May 31, 2020 (HK$ Thousand) | As at May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Share Capital | 42,464 | 42,464 | | Share Premium | 113,656 | 113,656 | | Accumulated Losses | (242,828) | (235,983) | | Total Equity | (26,450) | (19,605) | - The loss for the period and total comprehensive loss led to a further decrease in total equity attributable to owners of the company[14](index=14&type=chunk) [Notes to the Financial Statements](index=10&type=section&id=Notes%20to%20the%20Financial%20Statements) [Basis of Preparation](index=10&type=section&id=Basis%20of%20Preparation) The unaudited consolidated financial statements are prepared in accordance with Hong Kong Generally Accepted Accounting Principles, HKICPA standards, and GEM Listing Rules, using the historical cost convention, and have been reviewed by the Audit Committee - The financial statements are prepared in accordance with Hong Kong Generally Accepted Accounting Principles and GEM Listing Rules, and have been reviewed by the Audit Committee[15](index=15&type=chunk) [Impact of New Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards](index=10&type=section&id=Impact%20of%20New%20Hong%20Kong%20Financial%20Reporting%20Standards%20and%20Hong%20Kong%20Accounting%20Standards) The Group adopted several new and revised HKFRS and HKAS for the first time, with HKFRS 16 'Leases' leading to the recognition of right-of-use assets and lease liabilities, along with related depreciation and interest expenses - The Group adopted several new and revised Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards for the first time, with no significant impact on the financial statements, but resulting in new accounting policies and disclosure requirements[16](index=16&type=chunk)[17](index=17&type=chunk) - The adoption of HKFRS 16 'Leases' resulted in the recognition of right-of-use assets of approximately **HK$86,000** and lease liabilities of approximately **HK$86,000**, generating depreciation of **HK$13,000** and interest expenses of **HK$3,000**[18](index=18&type=chunk)[19](index=19&type=chunk) [Revenue](index=12&type=section&id=Revenue) The Group's main businesses include computer software licensing, leasing, maintenance, hardware sales, FinTech resource services, and overseas mortgage loan consultancy, with revenue significantly decreasing year-on-year for the three and six months ended May 31, 2020, primarily due to a large drop in computer hardware sales - The Group primarily engages in sales of computer software licenses, software leasing, maintenance services, computer hardware sales, FinTech resource services, and overseas mortgage loan consultancy services[22](index=22&type=chunk) Revenue Analysis (Unaudited) | Source of Revenue | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Sales of computer software licenses, software leasing and provision of related services | 460 | 2,285 | 1,711 | 3,072 | | Provision of maintenance services | 1,155 | 735 | 2,313 | 2,168 | | Sales of computer hardware | 125 | 5,189 | 153 | 5,324 | | Provision of FinTech resource services | 356 | 310 | 418 | 598 | | Provision of overseas mortgage loan consultancy services | 48 | – | 48 | – | | **Total Revenue from Contracts with Customers** | **2,144** | **8,519** | **4,643** | **11,162** | [Segment Information](index=13&type=section&id=Segment%20Information) The Group's operations are divided into three segments: financial solutions, FinTech resources, and overseas property mortgage consultancy services, with revenue from financial solutions and FinTech resources decreasing for the six months ended May 31, 2020, while the new overseas property mortgage consultancy service began contributing revenue - The Group operates in three business segments: financial solutions, FinTech resources, and overseas property mortgage consultancy services[24](index=24&type=chunk) - To assist Hong Kong overseas property investors affected by the pandemic, the Group launched a new overseas property mortgage loan consultancy service in the second quarter of 2020[27](index=27&type=chunk) [Segment Revenue and Results](index=13&type=section&id=Segment%20Revenue%20and%20Results) For the six months ended May 31, 2020, revenue from financial solutions and FinTech resources segments decreased year-on-year, while the newly launched consultancy services segment contributed **HK$48,000** in revenue Segment Revenue and Results (Unaudited) | Segment | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Financial Solutions Revenue | 4,177 | 10,564 | | FinTech Resources Revenue | 418 | 598 | | Consultancy Services Revenue | 48 | – | | **Total Revenue** | **4,643** | **11,162** | | Financial Solutions Segment Results | 1,855 | 2,379 | | FinTech Resources Segment Results | 318 | 138 | | Consultancy Services Segment Results | (48) | – | | **Total Loss for the Period** | **(4,233)** | **(2,353)** | [Segment Assets and Liabilities](index=14&type=section&id=Segment%20Assets%20and%20Liabilities) As at May 31, 2020, both assets and liabilities of the financial solutions segment decreased, while those of the FinTech resources and consultancy services segments remained relatively small Segment Assets and Liabilities (Unaudited) | Metric | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Financial Solutions Segment Assets | 3,843 | 6,665 | | FinTech Resources Segment Assets | 58 | 60 | | Consultancy Services Segment Assets | 7 | – | | **Consolidated Total Assets** | **5,869** | **7,109** | | Financial Solutions Segment Liabilities | 5,542 | 3,935 | | FinTech Resources Segment Liabilities | 236 | 225 | | Consultancy Services Segment Liabilities | 142 | 19 | | **Consolidated Total Liabilities** | **32,319** | **26,689** | [Geographical Segments and Major Customers](index=15&type=section&id=Geographical%20Segments%20and%20Major%20Customers) All of the Group's revenue and non-current assets are derived from Hong Kong, thus no geographical segment information is presented, and two customers contributed 10% or more of the Group's revenue for the six months ended May 31, 2020 - All of the Group's revenue and non-current assets are located in Hong Kong, thus no geographical segment information is presented[32](index=32&type=chunk) - For the six months ended May 31, 2020, two customers contributed **10% or more** of the Group's revenue[33](index=33&type=chunk) [Loss from Operations](index=15&type=section&id=Loss%20from%20Operations) For the three and six months ended May 31, 2020, the Group's loss from operations was primarily impacted by increased staff costs and a significant decrease in the cost of sales of computer hardware Composition of Loss from Operations (Unaudited) | Item | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 47 | 58 | 112 | 118 | | Depreciation of right-of-use assets | 7 | – | 13 | – | | Staff costs (excluding directors' emoluments) | 2,111 | 1,933 | 3,991 | 3,965 | | Cost of sales of computer hardware | 99 | 5,102 | 104 | 5,226 | [Finance Costs](index=16&type=section&id=Finance%20Costs) For the three and six months ended May 31, 2020, the Group's finance costs primarily comprised imputed interest expenses on promissory notes and convertible bonds, further increasing due to interest expenses on lease liabilities Finance Costs (Unaudited) | Item | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | For the 6 months ended May 31, 2020 (HK$ Thousand) | For the 6 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Imputed interest expense on promissory note | 278 | – | 542 | – | | Imputed interest expense on convertible bonds | 701 | 594 | 1,395 | 1,175 | | Interest expense on lease liabilities | 2 | – | 3 | – | | **Total** | **981** | **594** | **1,940** | **1,175** | [Income Tax Credit](index=16&type=section&id=Income%20Tax%20Credit) The Group did not generate assessable profits during the period, thus no Hong Kong profits tax provision was made, and no deferred tax assets were recognized due to uncertainty of future profit sources, despite having unutilized tax losses that can be carried forward indefinitely - The Group had no estimated assessable profits for the period, thus no Hong Kong profits tax provision was made[37](index=37&type=chunk) - No deferred tax assets were recognized due to the uncertainty of future profit sources, but the Group has unutilized tax losses of approximately **HK$75,446,000** (2019: **HK$68,218,000**) that can be carried forward indefinitely[37](index=37&type=chunk)[52](index=52&type=chunk) [Dividends](index=17&type=section&id=Dividends) The Board of Directors recommended no interim dividend for the six months ended May 31, 2020 - The Board of Directors recommended no interim dividend for the six months ended May 31, 2020[40](index=40&type=chunk) [Loss Per Share](index=17&type=section&id=Loss%20Per%20Share) For the three and six months ended May 31, 2020, the basic loss per share attributable to owners of the company was **0.87 HK cents** and **1.41 HK cents**, respectively, with diluted loss per share being the same as basic loss per share due to the anti-dilutive nature of convertible bonds and convertible preference shares Loss Per Share (Unaudited) | Metric | For the 3 months ended May 31, 2020 (HK Cents) | For the 3 months ended May 31, 2019 (HK Cents) | For the 6 months ended May 31, 2020 (HK Cents) | For the 6 months ended May 31, 2019 (HK Cents) | | :--- | :--- | :--- | :--- | :--- | | Basic Loss Per Share | (0.87) | (0.31) | (1.41) | (0.78) | | Diluted Loss Per Share | (0.87) | (0.31) | (1.41) | (0.78) | - The exercise of convertible bonds and convertible preference shares would reduce loss per share, thus they are anti-dilutive, resulting in diluted loss per share being the same as basic loss per share[42](index=42&type=chunk) [Trade and Other Receivables](index=17&type=section&id=Trade%20and%20Other%20Receivables) As at May 31, 2020, the Group's total trade and other receivables slightly increased, with the aging analysis of trade receivables showing a significant increase in overdue amounts exceeding 90 days Trade and Other Receivables (Unaudited) | Item | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables (net of impairment) | 840 | 860 | | Prepayments, deposits and other receivables | 1,359 | 1,310 | | **Total** | **2,199** | **2,170** | Aging Analysis of Trade Receivables (Unaudited) | Aging | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Current | 141 | 576 | | 31 to 60 days | 168 | 192 | | 61 to 90 days | 96 | – | | Over 90 days | 435 | 98 | | **Total** | **840** | **866** | - The Group's credit period ranges from **0 to 30 days**, with close monitoring of collections to mitigate credit risk[44](index=44&type=chunk) [Reserves](index=19&type=section&id=Reserves) The Group's reserves and their movements are presented in the consolidated statement of changes in equity - The Group's reserves and their movements are presented in the consolidated statement of changes in equity[47](index=47&type=chunk) [Promissory Note](index=19&type=section&id=Promissory%20Note) On November 28, 2019, the Group issued a new promissory note of **HK$8,000,000** to related company Active Investments Capital Limited, non-interest bearing and due on March 1, 2021, with the total amount approximately **HK$7,102,000** as at May 31, 2020 - On November 28, 2019, the Group issued a new promissory note of principal amount **HK$8,000,000** to related company Active Investments Capital Limited, which is non-interest bearing and due on March 1, 2021[48](index=48&type=chunk) Carrying Value of Promissory Note (Unaudited) | Item | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Promissory note due to a related company | 7,102 | 6,560 | [Convertible Bonds](index=20&type=section&id=Convertible%20Bonds) On November 22, 2018, the Company issued zero-interest convertible bonds with a total principal amount of approximately **HK$29,700,000** to Maximizer International Limited, with no conversions occurring during the period, and the carrying value of the liability component increased to **HK$16,562,000** - On November 22, 2018, the Company issued zero-interest convertible bonds with a total principal amount of approximately **HK$29,700,000** to Maximizer International Limited, with a conversion price of **HK$0.17** per share[50](index=50&type=chunk) - No convertible bonds were converted by holders during the two periods ended May 31, 2020 and 2019[51](index=51&type=chunk) Movement in Convertible Bonds Liability Component (Unaudited) | Item | Amount (HK$ Thousand) | | :--- | :--- | | Liability component as at November 30, 2019 and December 1, 2019 | 15,167 | | Imputed interest expense | 1,395 | | **Liability component as at May 31, 2020** | **16,562** | [Deferred Tax Liabilities](index=20&type=section&id=Deferred%20Tax%20Liabilities) As at May 31, 2020, deferred tax liabilities decreased to **HK$1,712,000** due to a credit to the consolidated statement of profit or loss and other comprehensive income, and the Group did not recognize any deferred tax assets due to unpredictable future profit sources Movement in Deferred Tax Liabilities (Unaudited) | Item | Convertible Bonds (HK$ Thousand) | | :--- | :--- | | As at November 30, 2019 and December 1, 2019 | 1,942 | | Credited to consolidated statement of profit or loss and other comprehensive income | (230) | | **As at May 31, 2020** | **1,712** | - The Group did not recognize any deferred tax assets due to unpredictable future profit sources[52](index=52&type=chunk) [Other Payables and Accrued Charges](index=21&type=section&id=Other%20Payables%20and%20Accrued%20Charges) As at May 31, 2020, the Group's total other payables and accrued charges amounted to **HK$4,021,000**, a slight decrease from November 30, 2019 Other Payables and Accrued Charges (Unaudited) | Item | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Accrued charges | 3,005 | 3,275 | | Other payables | 1,016 | 1,038 | | **Total** | **4,021** | **4,313** | [Contract Liabilities](index=21&type=section&id=Contract%20Liabilities) As at May 31, 2020, the Group's contract liabilities increased to **HK$2,630,000**, primarily comprising maintenance service fees and contract revenue received in advance Contract Liabilities (Unaudited) | Item | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Maintenance service fees received in advance | 1,623 | 1,278 | | Contract revenue received in advance | 1,007 | 481 | | **Total** | **2,630** | **1,759** | [Amount Due to a Related Company](index=21&type=section&id=Amount%20Due%20to%20a%20Related%20Company) The amount due to related company Maximizer Services Inc. is primarily for software purchases, royalty fees, and expenses paid on behalf, being interest-free, unsecured, and repayable on demand - The amount due to related company Maximizer Services Inc. is primarily for software purchases, royalty fees, and expenses paid on behalf[54](index=54&type=chunk) - This amount is interest-free, unsecured, and repayable on demand[54](index=54&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=22&type=section&id=Financial%20Review) For the three months ended May 31, 2020, the Group's revenue decreased by **75%** year-on-year, and net loss expanded, mainly due to increased professional and legal fees, more sales and marketing staff, and higher finance costs, while the Group continued strict cost control and invested in new product development and business diversification Key Financial Review Data (Unaudited) | Metric | For the 3 months ended May 31, 2020 (HK$ Thousand) | For the 3 months ended May 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 2,144 | 8,519 | | Net loss attributable to shareholders | (2,627) | (937) | | Operating expenses | 3,532 | 3,033 | | Staff costs (excluding directors' emoluments) | 2,111 | 1,933 | - Revenue decreased by **75%**, and net loss expanded, primarily due to increased finance costs, professional and legal fees, and an expanded sales and marketing team[55](index=55&type=chunk)[56](index=56&type=chunk)[58](index=58&type=chunk) - The Group continues to invest in developing existing products, enhancing customer support services, and allocating resources to the second phase development of the new 'FinReg Innovation Tool' and the overseas property mortgage loan consultancy service platform[56](index=56&type=chunk) [Liquidity and Financial Resources](index=23&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a prudent treasury policy, investing only in cash and short-term bank deposits, and as at May 31, 2020, its debt-to-equity ratio was **4.03**, higher than **2.67** in 2019, with major liabilities including promissory notes and convertible bonds due to related companies - The Group maintains a prudent treasury policy, not investing in anything other than cash and other short-term bank deposits[59](index=59&type=chunk) Repayment Schedule (Unaudited) | Repayment Period | As at May 31, 2020 (HK$ Thousand) | As at November 30, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Within one year | 218 | 229 | | Within one to two years | 7,102 | 6,560 | | Within three to five years | 16,562 | 15,167 | | **To be fully repaid within five years** | **23,882** | **21,956** | - As at May 31, 2020, the Group's debt-to-equity ratio was **4.03** (2019: **2.67**)[61](index=61&type=chunk) [Pledge of Assets](index=24&type=section&id=Pledge%20of%20Assets) As at May 31, 2020, the Group had not pledged or mortgaged any of its assets - The Group had not pledged or mortgaged any of its assets as at May 31, 2020[62](index=62&type=chunk) [Foreign Exchange Fluctuation Risk and Related Hedging](index=24&type=section&id=Foreign%20Exchange%20Fluctuation%20Risk%20and%20Related%20Hedging) All of the Group's assets, liabilities, and transactions are denominated in Hong Kong Dollars or Canadian Dollars, and no foreign currency hedging is undertaken due to perceived minimal foreign exchange risk - All of the Group's assets, liabilities, and transactions are denominated in Hong Kong Dollars or Canadian Dollars[63](index=63&type=chunk) - The Group has not undertaken any foreign currency investment hedging, as foreign exchange risk is considered minimal[64](index=64&type=chunk)[65](index=65&type=chunk) [Treasury Policy](index=24&type=section&id=Treasury%20Policy) The Group's cash and bank deposits are denominated in Hong Kong Dollars and Canadian Dollars, with core business transactions primarily in Hong Kong Dollars, and no derivative instruments are used to hedge foreign exchange risk - The Group's cash and bank deposits are denominated in Hong Kong Dollars and Canadian Dollars, with core business transactions primarily in Hong Kong Dollars[65](index=65&type=chunk) - The Group does not use any derivative instruments to hedge foreign exchange risk, as foreign exchange risk is considered minimal[65](index=65&type=chunk) [Contingent Liabilities](index=24&type=section&id=Contingent%20Liabilities) As at May 31, 2020, the Group had no significant contingent liabilities - As at May 31, 2020, the Group had no significant contingent liabilities[66](index=66&type=chunk) [Material Investments](index=24&type=section&id=Material%20Investments) The Group held no material investments for the three months ended May 31, 2020 - The Group held no material investments for the three months ended May 31, 2020[67](index=67&type=chunk) [Major Events](index=24&type=section&id=Major%20Events) As at May 31, 2020, the Group had no significant capital commitments and no future plans for material investments or acquisitions of capital assets - As at May 31, 2020, the Group had no significant capital commitments and no future plans for material investments or acquisitions of capital assets[68](index=68&type=chunk) [Employees and Remuneration Policy](index=25&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's remuneration package is determined by employee performance, experience, and market levels, including basic salary, MPF scheme, and medical plans, with **24 employees** in Hong Kong as at May 31, 2020, and total staff costs of approximately **HK$2,111,000** - The Group's remuneration package is determined by employee performance, experience, and market levels, with benefits including basic salary, Mandatory Provident Fund scheme, and medical plans[69](index=69&type=chunk) - As at May 31, 2020, the Group employed **24 staff** in Hong Kong (2019: **22 staff**), with total staff costs of approximately **HK$2,111,000**[69](index=69&type=chunk) - Eight employees are eligible for long service payments, with an estimated maximum amount of approximately **HK$389,000**[69](index=69&type=chunk) [Pension Scheme](index=25&type=section&id=Pension%20Scheme) The Group participates in the Mandatory Provident Fund scheme for all Hong Kong employees, contributing **5%** of relevant employee income, with contributions to retirement benefit schemes amounting to approximately **HK$82,000** for the three months ended May 31, 2020 - The Group participates in the Mandatory Provident Fund scheme for all Hong Kong employees, contributing **5%** of relevant employee income[70](index=70&type=chunk) - For the three months ended May 31, 2020, contributions to retirement benefit schemes amounted to approximately **HK$82,000** (2019: **HK$78,000**)[70](index=70&type=chunk) [Operational Review](index=26&type=section&id=Operational%20Review) For the three months ended May 31, 2020, the Group's revenue significantly decreased by **75%** year-on-year, impacted by the COVID-19 pandemic, Hong Kong's economic recession, and political instability, leading the Group to improve existing products, expand its customer base, enhance online promotion, successfully promote the 'FinReg Innovation Tool,' and participate in the Distance Business Programme - For the three months ended May 31, 2020, revenue was approximately **HK$2,144,000**, a year-on-year decrease of **75%**[71](index=71&type=chunk) - The COVID-19 pandemic, Hong Kong's economic recession, and political instability posed threats to the Group, leading to a slowdown in customer business activities and delayed project progress[71](index=71&type=chunk) - The Group implemented various measures to address difficulties, including hosting online seminars, enhancing online media promotion, collaborating with new business partners, identifying new business opportunities, and strictly controlling fixed costs[72](index=72&type=chunk) - The 'FinReg Innovation Tool' has secured sales contracts with one new brokerage client and one existing client, and is in close discussions with no less than ten potential clients[73](index=73&type=chunk) - The Group successfully registered as an IT service provider for the HKSAR Government's Distance Business (D-Biz) Programme, expanding its customer base to non-financial institutions[74](index=74&type=chunk) - Since 2019, the Group has collaborated with no less than ten new business partners to provide cloud services, cybersecurity, compliance solutions, and partnered with a globally renowned multinational company to offer voice AI-driven solutions[75](index=75&type=chunk) [Outlook](index=28&type=section&id=Outlook) The Group's top priorities for 2020 are to enhance operational efficiency and revenue growth, focusing on improving and upgrading OCTOSTP, launching diversified solutions like the 'FinReg Innovation Tool,' and exploring new business opportunities to expand its customer base and revenue - Operational efficiency and revenue growth are the Group's top priorities for 2020[77](index=77&type=chunk) - The Group will focus more R&D on improving and upgrading OCTOSTP and launching more new diversified solutions to the market, such as the 'FinReg Innovation Tool'[77](index=77&type=chunk) - The Group will explore new business opportunities to expand its existing and potential customer base and believes it will achieve growth when market conditions improve[77](index=77&type=chunk) [Supplementary Information for the Six Months Ended May 31, 2020: Expansion Plans](index=29&type=section&id=Supplementary%20Information%20for%20the%20Six%20Months%20Ended%20May%2031%2C%202020%3A%20Expansion%20Plans) [Sales of Computer Software Licenses, Software Leasing and Provision of Related Services](index=29&type=section&id=Sales%20of%20Computer%20Software%20Licenses%2C%20Software%20Leasing%20and%20Provision%20of%20Related%20Services) The Group plans to expand this segment by upgrading its flagship OCTOSTP system to a C version, extending its customer base to non-financial institutions, enhancing the 'FinReg Innovation Tool' product foundation, and strengthening its media promotion platform - The Group intends to expand this segment by upgrading the OCTOSTP system, expanding its customer base, and expanding its product base[81](index=81&type=chunk) [Upgrade of OCTOSTP System](index=29&type=section&id=Upgrade%20of%20OCTOSTP%20System) The Group is developing a new C version of the OCTOSTP system, has signed a new contract with a Singaporean broker, and has entered into sales contracts with no less than five brokerage firms for optimizations related to new HKEX ETFs and leveraged/inverse products - The Group is developing a new C version of the OCTOSTP system to replace the old Visual Basic version, offering better technical performance and stability[82](index=82&type=chunk) - A new contract for the OCTOSTP system upgrade to the C version has been signed with a renowned Singaporean brokerage firm, with user acceptance testing expected to be completed in the third quarter of the current fiscal year[82](index=82&type=chunk) - New sales contracts have been entered into with no less than five brokerage firms for optimizations related to new Exchange Traded Funds and leveraged and inverse products launched by the Stock Exchange[83](index=83&type=chunk) [Expansion of Customer Base](index=30&type=section&id=Expansion%20of%20Customer%20Base) The Group is expanding its customer base to non-financial institutions, asset management companies, and insurance companies, promoting the new 'FinReg Innovation Tool' through seminars and online live broadcasts, and has signed two sales contracts - The Group is expanding its customer base to non-financial institutions, asset management companies, and insurance companies[83](index=83&type=chunk) - Through seminars and collaborations with business partners to promote the 'FinReg Innovation Tool,' two sales contracts have been signed with one new brokerage client and one existing client[84](index=84&type=chunk) - Actively utilizing online platforms, conducting live broadcasts on Facebook at least once a month with business partners to promote the latest developments and services[85](index=85&type=chunk) [Expansion of Product Base](index=31&type=section&id=Expansion%20of%20Product%20Base) The Group is investing resources to enhance the 'FinReg Innovation Tool,' which automates and improves efficiency in risk management and regulatory compliance for clients, and provides OCTOSTP middle-office operational modules to boost brokerage firm operational efficiency - The Group is investing resources to enhance the 'FinReg Innovation Tool,' aiming to assist clients in achieving automation and efficiency in risk management and regulatory compliance[85](index=85&type=chunk) - The OCTOSTP middle-office operational module provides customer relationship management, marketing, risk and compliance management, and administrative functions, including a Central Clearing and Settlement System report generator[85](index=85&type=chunk) [Enhancement of Media Promotion Platform](index=31&type=section&id=Enhancement%20of%20Media%20Promotion%20Platform) The Group is strengthening media promotion through website redesign, launching a Facebook page, and live streaming on Facebook and YouTube channels, also leveraging the Technology Voucher Programme to help clients enhance productivity and expand its customer base - The Group is strengthening media promotion through website redesign, launching a Facebook page, and live streaming on Facebook and YouTube channels[86](index=86&type=chunk) - The Group promotes the Technology Voucher Programme through its Facebook page, aiming to help clients utilize technology services and solutions to enhance productivity, thereby expanding its customer base[86](index=86&type=chunk)[87](index=87&type=chunk) [Provision of Overseas Mortgage Loan Consultancy Services](index=32&type=section&id=Provision%20of%20Overseas%20Mortgage%20Loan%20Consultancy%20Services) To assist Hong Kong overseas property investors affected by the pandemic, the Group launched a new overseas mortgage loan consultancy business in 2020, renamed its subsidiary to Canada Mortgage Limited, developed an application platform using existing mobile app architecture, and has received nine customer applications - The Group launched a new business in 2020 to provide overseas mortgage loan consultancy services to assist Hong Kong overseas property investors[88](index=88&type=chunk) - Subsidiary ABC Enterprise Limited has been renamed Canada Mortgage Limited, focusing on overseas property mortgage loan consultancy services[88](index=88&type=chunk) - The Group developed a mortgage loan application platform using existing mobile application architecture and has assembled a new business team, receiving nine customer applications[88](index=88&type=chunk) [Provision of Maintenance Services](index=32&type=section&id=Provision%20of%20Maintenance%20Services) The provision of maintenance services is an integral part of OCTOSTP direct sales, and its performance will improve with the expansion of the computer software licensing, software leasing, and related services segment - The provision of maintenance services is an integral part of OCTOSTP direct sales, and its performance will improve with the expansion of the computer software licensing, software leasing, and related services segment[89](index=89&type=chunk) [Sales of Computer Hardware](index=33&type=section&id=Sales%20of%20Computer%20Hardware) The Group plans to expand its computer hardware sales business by extending its customer base to non-financial clients and other departments within brokerage firms and banks, and by broadening its product offerings to include non-financial solution modules, managed services, and infrastructure services, collaborating with various business partners - The Group intends to expand its computer hardware sales segment by expanding its customer base and broadening its product offerings[91](index=91&type=chunk) [Expansion of Customer Base](index=33&type=section&id=Expansion%20of%20Customer%20Base_1) The Group has expanded its customer base to non-financial clients, signing five hardware sales contracts with one non-financial client in 2020, and is actively engaging other departments within brokerage firms and banks - The Group has expanded its customer base to non-financial clients, signing five hardware sales contracts with one non-financial client in 2020[92](index=92&type=chunk) - Engaging other departments within brokerage firms and banks through telemarketing and seminars, and discussing upgrades for computer hardware, firewalls, and other third-party products with multiple clients[92](index=92&type=chunk) [Expansion of Product Base](index=33&type=section&id=Expansion%20of%20Product%20Base_1) The Group is introducing non-financial solution modules, managed service solutions, and infrastructure services, and collaborating with no less than ten new business partners to offer diversified services including cloud, cybersecurity, and AI voice-driven solutions - The Group has begun exploring and introducing non-financial solution modules, managed service solutions, and infrastructure services[93](index=93&type=chunk) - Since early 2019, the Group has collaborated with no less than ten new business partners to provide cloud services, cybersecurity solutions, compliance solutions, and more[93](index=93&type=chunk) - In 2020, the Group partnered with a globally renowned multinational company to provide hardware and software, particularly voice AI-driven solutions[93](index=93&type=chunk) [Provision of FinTech Resource Services](index=33&type=section&id=Provision%20of%20FinTech%20Resource%20Services) The Group plans to expand FinTech resource services by recruiting HR professionals, collaborating with headhunters, utilizing recruitment portals, and participating in career fairs to build and maintain a large talent pool of IT professionals, and has signed a new secondment contract with an existing financial client - The Group intends to expand FinTech resource services by recruiting human resources professionals and collaborating with headhunting firms[94](index=94&type=chunk) - A new secondment contract has been signed with an existing financial client, and the Group plans to bid for IT support secondment services for non-profit organizations[94](index=94&type=chunk) - The Group has hired HR personnel, engaged seven recruitment agencies, advertised on prominent recruitment portals, and participated in career fairs, to expand its talent pool of IT professionals[95](index=95&type=chunk) [Other Information](index=34&type=section&id=Other%20Information) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=34&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As at May 31, 2020, the register recorded no disclosable long or short positions held by directors and the chief executive in the shares, underlying shares, and debentures of the Company and its associated corporations - As at May 31, 2020, the register recorded no disclosable long or short positions held by directors and the chief executive in the shares, underlying shares, and debentures of the Company and its associated corporations[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [Interests Discloseable Under the Securities and Futures Ordinance and Major Shareholders](index=36&type=section&id=Interests%20Discloseable%20Under%20the%20Securities%20and%20Futures%20Ordinance%20and%20Major%20Shareholders) As at May 31, 2020, Maximizer International Limited, Pacific East Limited, and DGM Trust Corporation were major shareholders of the Company, holding long positions in shares, with Maximizer International Limited also holding convertible preference shares and convertible bonds Major Shareholders' Long Positions in Shares (Unaudited) | Name | Capacity | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Maximizer International Limited | Beneficial owner | 177,793,941 | 59.05% | | Pacific East Limited | Beneficial owner | 16,450,838 | 5.46% | | DGM Trust Corporation | Trustee | 194,244,779 | 64.51% | - DGM Trust Corporation is the trustee of The City Place Trust, which wholly owns Maximizer International Limited and Pacific East Limited[106](index=106&type=chunk) - Maximizer International Limited holds **123,529,400** convertible preference shares and convertible bonds with a principal amount of **HK$29,699,876.20**, both convertible at **HK$0.17** per share[108](index=108&type=chunk)[112](index=112&type=chunk) [Audit Committee](index=37&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews financial reporting, internal controls, and misconduct concerns, serving as the primary liaison with external auditors, and held two meetings during the period to review and confirm interim results compliance with applicable accounting standards - The Audit Committee comprises three independent non-executive directors: Mr. Liu Kwong Sang, Mr. Wong Kim Ho, and Mr. William Keith Jacobsen, with Mr. Liu Kwong Sang as Chairman[111](index=111&type=chunk) - The committee is responsible for reviewing financial reporting, internal controls, misconduct concerns, and serves as the primary liaison between the Company and external auditors[113](index=113&type=chunk) - During the six months ended May 31, 2020, the Audit Committee held two meetings, reviewing and confirming that the interim results were prepared in accordance with applicable accounting standards[113](index=113&type=chunk) [Code of Conduct for Securities Transactions by Directors](index=38&type=section&id=Code%20of%20Conduct%20for%20Securities%20Transactions%20by%20Directors) For the six months ended May 31, 2020, the Company adopted a code of conduct no less stringent than the required dealing standards, with no instances of non-compliance by directors found - The Company adopted a code of conduct no less stringent than the required dealing standards, with no instances of non-compliance by directors found[114](index=114&type=chunk) [Corporate Governance Code](index=38&type=section&id=Corporate%20Governance%20Code) The Company is committed to maintaining high standards of corporate governance, with one deviation noted: three independent non-executive directors have served for over nine years but are deemed capable by the board and re-elected by shareholders - The Company is committed to maintaining high standards of corporate governance, complying with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules, except for the disclosed deviation[115](index=115&type=chunk) - Three independent non-executive directors have served for over nine years, but the board believes they can still fulfill their duties and have been re-elected by shareholders, which constitutes a deviation from Code Provision A.4.3[116](index=116&type=chunk) [Financial Reporting](index=39&type=section&id=Financial%20Reporting) The Company's management provides financial updates and consolidated financial statements to the board quarterly instead of monthly, a deviation from Code Provision C.1.2, though management provides timely updates on significant changes - Management provides financial updates and consolidated financial statements to the board quarterly instead of monthly, which is a deviation from Code Provision C.1.2[117](index=117&type=chunk) - Management provides timely updates to all board members regarding any significant changes in the Company's performance, financial position, and outlook[117](index=117&type=chunk) [Internal Audit Function](index=40&type=section&id=Internal%20Audit%20Function) The Group has not had an internal audit function since its listing, a deviation from Code Provision C.2.5, but maintains an internal control committee responsible for reviewing the effectiveness of internal control systems annually - The Group has not had an internal audit function since its listing, which is a deviation from Code Provision C.2.5[118](index=118&type=chunk) - The Group has an internal control committee responsible for reviewing the effectiveness of internal control systems annually[118](index=118&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=40&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the six months ended May 31, 2020, neither the Company nor any of its subsidiaries redeemed, purchased, or sold any of the Company's listed securities - For the six months ended May 31, 2020, neither the Company nor any of its subsidiaries redeemed, purchased, or sold any of the Company's listed securities[119](index=119&type=chunk)

司* 股份代號:8131 辰罡科技有限公 (於百慕達註冊成立之有限公司） 1 abc Multiactive Limited 綜合損益及其他全面收益表 本公司之董事會（「董事會」）呈列本公司及其附屬公司（「本集團」）截至二零二零年二月 二十九日止三個月之未經審核綜合業績，連同比較數字： | | | （未經審核） | | | --- | --- | --- | --- | | | | 截至 | 截至 | | | | 二零二零年 | 二零一九年 | | | | 二月二十九日 | 二月二十八日 | | | | 止三個月 | 止三個月 | | | 附註 | 千港元 | 千港元 | | 營業額 | 3 | 2,499 | 2,643 | | 銷售成本 | | (473) | (326) | | 毛利 | | 2,026 | 2,317 | | 軟件研究及開發與營運開支 | | (510) | (774) | | 銷售及市場推廣開支 | | (192) | (340) | | 行政開支 | | (2,088) | (2,115) | | 未變現匯兌收益╱（虧損） | | 3 | (3) | | 經營業務虧損 | 4 | ...

Financial Performance - Revenue for the year ended November 30, 2019, was HKD 17,361,000, representing a 14.5% increase from HKD 15,163,000 in 2018[16] - The company reported a loss before interest, tax, depreciation, and amortization of HKD 2,764,000, which is a 35.4% increase from HKD 2,042,000 in the previous year[16] - Total assets increased by 40.2% to HKD 7,753,000 from HKD 5,529,000 in 2018[16] - Net liabilities rose by 37.7% to HKD 22,217,000 compared to HKD 16,133,000 in the prior year[16] - Cash and cash equivalents increased by 65.2% to HKD 4,685,000 from HKD 2,836,000 in 2018[16] - The gross profit margin decreased to 53.8% from 82.3%, a decline of 28.5%[16] - Gross profit decreased by approximately 25.2% to about HKD 9,335,000, primarily due to increased sales of third-party products and professional services, which have lower gross margins compared to self-developed products[22] - Operating expenses for the year were approximately HKD 13,591,000, an 8% decrease from approximately HKD 14,761,000 in the previous year, mainly due to reduced legal and professional service fees[24] Assets and Liabilities - The current ratio improved by 50.6%, rising to 1.19 from 0.79 in the previous year[16] - As of November 30, 2019, the group's total liabilities due within one year amounted to HKD 229,000, and total liabilities due within three to five years were HKD 15,167,000, compared to HKD 12,810,000 in 2018[35] - The group's capital debt ratio as of November 30, 2019, was 2.80, an increase from 2.32 in 2018[38] - The outstanding convertible bonds liability as of November 30, 2019, was approximately HKD 15,167,000, up from HKD 12,810,000 in 2018[36] - The group had no significant contingent liabilities as of November 30, 2019[51] - The group had no major litigation as of November 30, 2019[53] Business Development and Strategy - The company is developing the "FinReg Innovation Tool," aimed at monitoring risk and compliance for brokerage firms[13] - The company has successfully expanded revenue channels by selling third-party products and project management services to non-financial clients[12] - The company anticipates a challenging business environment in 2020 but remains confident in achieving strong performance[13] - The group successfully expanded revenue channels from third-party products and fintech resources, contributing to the overall revenue increase despite a challenging economic environment[29] - The company aims to enhance operational efficiency and revenue growth as its primary focus for 2020[60] - The company is expanding its customer base beyond financial institutions to include non-financial institutions and asset management companies[69] - The company has successfully completed market rehearsals for new arrangements related to exchange-traded funds and leveraged and inverse products, with new sales contracts established with at least five brokerages[68] Human Resources - Employee costs totaled approximately HKD 8,820,000, remaining stable compared to HKD 9,345,000 in the previous year[28] - The group employed 24 staff in Hong Kong as of November 30, 2019, an increase from 21 staff in 2018[145] - Approximately 42% of employees have been with the group for over 3 years, down from 48% in 2018, indicating a slight decrease in employee retention[144] - The group provided competitive compensation and benefits to retain talent, including a five-day work week and flexible leave arrangements[143] - The company is focusing on recruiting IT professionals and collaborating with seven recruitment agencies to enhance its talent pool[79] Corporate Governance - The company has adopted corporate governance policies and practices in compliance with GEM Listing Rules, with regular reviews to ensure adherence[159] - The board consists of two executive directors and three independent non-executive directors, with all independent directors confirmed as independent according to GEM Listing Rules[165] - The board held six meetings during the reporting year, with attendance rates of 100% for most directors[169] - The company has established a risk management framework to identify, assess, monitor, and report on various types of risks[163] - The Nomination Committee reviews the board's composition annually to ensure the effectiveness of the diversity policy and discusses potential revisions[175] Product Development - The group invested approximately HKD 3,969,000 in the maintenance and development of the OCTO Straight Through Processing system, including a new C version and the new product "FinReg Innovation Tool"[27] - The company has developed and launched new products such as the High-Frequency Trading (HFT) engine, specifically designed to support high-frequency trading for brokerage firms[72] - The company has expanded its OCTOSTP platform to enhance operational efficiency for brokerage firms, including features for risk and compliance management[72] Shareholder Information - As of November 30, 2019, the total issued share capital was approximately HKD 42,464,000, unchanged from the previous year[33] - The company issued 123,529,400 convertible preferred shares with an initial conversion price of HKD 0.17 per ordinary share[133] - Maximizer International Limited holds a beneficial ownership of 59.05% of the company's shares[127] - DGM Trust Corporation, as a trustee, holds a total of 64.51% of the company's shares through its beneficiaries[127] Environmental and Social Responsibility - The company encourages employee participation in volunteer activities and supports non-profit organizations through donations and sponsorships[157] - The group conducted a health seminar for employees, emphasizing the importance of health and wellness in the workplace[147]

Financial Performance - For the three months ended August 31, 2019, the revenue was HKD 3,006,000, a decrease of 6.3% compared to HKD 3,209,000 for the same period in 2018[7]. - The gross profit for the nine months ended August 31, 2019, was HKD 7,030,000, down 32.3% from HKD 10,380,000 in the previous year[7]. - Operating loss for the three months ended August 31, 2019, was HKD 1,222,000, compared to a loss of HKD 697,000 in the same period of 2018[7]. - The total comprehensive loss for the nine months ended August 31, 2019, was HKD 4,087,000, compared to a profit of HKD 7,000 in the same period of 2018[9]. - Basic and diluted loss per share for the three months ended August 31, 2019, was HKD 0.576, compared to a loss of HKD 0.231 in the same period of 2018[9]. - The total operating expenses for the nine months ended August 31, 2019, were HKD 9,692,000, an increase from HKD 10,374,000 in the previous year[7]. - The company reported an unaudited revenue of approximately HKD 3,006,000 for the three months ended August 31, 2019, a decrease of 6% compared to approximately HKD 3,209,000 for the same period last year[37]. - The unaudited net loss attributable to shareholders for the three months ended August 31, 2019, was approximately HKD 1,734,000, compared to an unaudited net loss of approximately HKD 697,000 for the same period last year[28]. Revenue Breakdown - Revenue breakdown for the three months ended August 31, 2019: HKD 1,306,000 (43%) from software licensing and professional services, HKD 1,052,000 (35%) from maintenance services, HKD 511,000 (17%) from computer hardware sales, and HKD 137,000 (5%) from fintech resource services[37]. - The group reported a total revenue of HKD 14,168,000 for the nine months ended August 31, 2019, compared to HKD 12,500,000 for the same period in 2018, representing a growth of approximately 13.4%[18]. - Revenue from software licensing and related services decreased to HKD 4,379,000 for the nine months ended August 31, 2019, down from HKD 6,283,000 in 2018, a decline of about 30.3%[18]. - Revenue from maintenance services also declined to HKD 3,220,000 for the nine months ended August 31, 2019, compared to HKD 4,480,000 in 2018, a decrease of approximately 28.2%[18]. Expenses and Costs - The financing costs for the nine months ended August 31, 2019, were HKD 1,769,000, compared to no financing costs in the same period of 2018[7]. - Software research and development and operating expenses for the three months ended August 31, 2019, were HKD 599,000, down from HKD 892,000 in the same period of 2018[7]. - Sales and marketing expenses for the nine months ended August 31, 2019, were HKD 726,000, an increase from HKD 688,000 in the previous year[7]. - The group incurred an impairment loss of approximately HKD 200,000 on trade receivables due to a customer whose company registration in Hong Kong was revoked[40]. - For the three months ended August 31, 2019, the group's unaudited operating expenses were approximately HKD 3,330,000, a decrease of 7% compared to approximately HKD 3,585,000 in the same period last year[39]. Assets and Liabilities - The group’s total assets included a liability portion of approximately HKD 14,579,000 related to convertible bonds as of August 31, 2019[23]. - The liability portion of the convertible bonds as of August 31, 2019, was HKD 14,579,000, reflecting an increase from HKD 12,810,000 as of December 1, 2018[34]. - The company generated an unaudited tax loss of approximately HKD 69,299,000 in Hong Kong, which can be carried forward indefinitely to offset future taxable profits[35]. - The company confirmed that no deferred tax assets were recognized due to the unpredictability of future profit sources[35]. Business Strategy and Development - The group plans to focus on improving advanced financial solutions and services to meet customer and market demands[48]. - The group aims to expand its customer base by leveraging existing relationships and expertise in procuring computer hardware[48]. - The group has established a new sales and business product team to engage with different clients and expand its customer base[45]. - The company is committed to developing new products, such as the "FinReg Innovation Tool," to assist brokerage firms in compliance and risk management[42]. - The company will continue to explore new business opportunities and diversify its revenue sources from existing and potential clients[49]. - The company is developing new products such as a high-frequency trading engine (HFT) to enhance competitiveness and meet brokerage operational needs[57]. - The company has signed several sales contracts worth approximately HKD 4,700,000 for the implementation and enhancement of the OCTO STP system with various brokerage firms[44]. - The company is collaborating with seven recruitment agencies to find more IT professionals for its fintech resource services[62]. Shareholder Information - As of August 31, 2019, Maximizer International Limited holds 177,793,941 shares, representing 59.05% of the issued share capital[72]. - Pacific East Limited owns 16,450,838 shares, accounting for 5.46% of the issued share capital[72]. - DGM Trust Corporation, as a trustee, holds 194,244,779 shares, which is 64.51% of the issued share capital[72]. - The company issued 123,529,400 convertible preference shares at an initial conversion price of HKD 0.17 per ordinary share[73]. - The company also issued convertible bonds with a principal amount of HKD 29,699,876.20, convertible at the same initial price of HKD 0.17 per ordinary share[74]. Governance and Compliance - The audit committee held three meetings to review the company's reports and financial statements during the nine months ending August 31, 2019[79]. - The audit committee is responsible for ensuring fair and independent investigations of any potential misconduct related to financial reporting and internal controls[79]. - There are no records of other individuals or major shareholders holding short positions in the company's shares[75][76]. - The company has not granted any further options under its share option scheme since May 27, 2011[65]. - No repurchase of listed securities occurred during the nine months ended August 31, 2019[80]. - No purchase or sale of the company's listed securities was conducted by the company or its subsidiaries during the reporting period[80]. - The board of directors consists of five members, including two executive directors and three independent non-executive directors[80].

Financial Performance - For the three months and six months ended May 31, 2019, the unaudited revenue was HKD 8,519,000 and HKD 11,162,000, representing an increase of 72.5% and 20.1% respectively compared to the same periods in 2018[4] - The unaudited net loss for the three months and six months ended May 31, 2019, was HKD 937,000 and HKD 2,353,000, compared to a net loss of HKD 373,000 and HKD 1,149,000 for the same periods in 2018, indicating an increase in losses of 151.5% and 105.5% respectively[4] - Basic loss per share for the three months and six months ended May 31, 2019, was HKD 0.31 and HKD 0.78, compared to HKD 0.12 and HKD 0.38 for the same periods in 2018, reflecting an increase of 158.3% and 105.3% respectively[8] - The company reported a loss before tax of HKD 2,515,000, compared to a loss of HKD 1,149,000 in the prior year, indicating a deterioration in financial performance[26] Assets and Liabilities - Total assets as of May 31, 2019, were HKD 7,109,000, an increase from HKD 5,529,000 as of November 30, 2018[9] - Total liabilities increased to HKD 26,689,000 as of May 31, 2019, compared to HKD 21,662,000 as of November 30, 2018[11] - Cash and cash equivalents decreased to HKD 559,000 as of May 31, 2019, down from HKD 2,836,000 at the beginning of the period[12] - Trade and other receivables increased to HKD 5,125,000 as of May 31, 2019, from HKD 2,335,000 as of November 30, 2018[9] - The company’s equity attributable to owners was a negative HKD 19,580,000 as of May 31, 2019, compared to negative HKD 16,133,000 as of November 30, 2018[11] - The company experienced a cumulative loss increase to HKD 235,958,000 as of May 31, 2019, compared to HKD 228,611,000 at the end of the previous period[13] Revenue Segments - Revenue from the Financial Solutions segment was HKD 10,564,000, representing a 21.8% increase from HKD 8,679,000 in the previous year[26] - Revenue from the Financial Technology Resources segment was HKD 598,000, a decrease of 2.3% from HKD 612,000 in the same period last year[26] - Revenue breakdown for the period included approximately HKD 2,285,000 (27%) from software licensing and professional services, HKD 735,000 (8%) from maintenance services, HKD 5,189,000 (61%) from computer hardware sales, and HKD 310,000 (4%) from fintech resource services[60] Cash Flow and Financing - The net cash outflow from operating activities for the six months ended May 31, 2019, was HKD 7,247,000, compared to a cash inflow of HKD 309,000 for the same period in 2018[12] - The company reported a financing cash inflow of HKD 5,000,000 during the six months ended May 31, 2019[12] - The company incurred financing costs of HKD 1,175,000 for the six months ended May 31, 2019, down from HKD 1,853,000 in the same period last year, representing a decrease of 36.5%[35] - The company issued convertible bonds totaling approximately HKD 29,700,000 to settle promissory notes, with a zero interest rate and a conversion price of HKD 0.17 per share[37] Operational Highlights - The company maintained strict cost control measures during the period, with a focus on prudent spending[61] - The company invested approximately HKD 840,000 in the maintenance and periodic development of the OCTO Straight Through Processing system[62] - The company has established a credit policy to assess the credit quality of counterparties and closely monitors the collection of trade receivables[46] - The company has begun to offer and develop diversified business solutions, successfully securing a management services contract with a non-financial client during the period[97] Business Development and Strategy - The group is focusing on expanding its customer base by targeting asset management companies and banks, leveraging the existing OCTOSTP system[90] - The group is developing a new high-frequency trading engine (HFT) to enhance its competitive edge in the brokerage sector[92] - The group aims to enhance its product functionality and expand service offerings to meet market demands, focusing on core business and technology development[85] - The company plans to expand its customer base beyond financial institutions, targeting non-financial clients and preparing to bid for a project with a well-known non-profit organization in Hong Kong[96] Governance and Compliance - The audit committee held two meetings during the six months ended May 31, 2019, to review the company's reports and financial statements, providing recommendations to the board[116] - The company has adopted a code of conduct for securities trading by directors, with no known violations reported during the six months ended May 31, 2019[118] - The company has established an internal control committee since 2007 to review the effectiveness of the internal control system, focusing on various risk types including business, compliance, financial, and operational risks[122]

Financial Performance - For the first quarter of 2019, the company reported a revenue of HKD 2,643,000, a decrease of 39% compared to HKD 4,355,000 in the same period of 2018[6] - The gross profit for the first quarter was HKD 2,317,000, down 35.5% from HKD 3,600,000 year-on-year[6] - Operating loss for the quarter was HKD 915,000, compared to an operating profit of HKD 131,000 in the previous year[6] - The company recorded a pre-tax loss of HKD 1,496,000, which is an increase of 92.5% from a loss of HKD 776,000 in the same quarter of 2018[6] - The net loss attributable to owners of the company was HKD 1,416,000, compared to a loss of HKD 776,000 in the prior year, representing an increase of 82.5%[8] - Basic and diluted loss per share for the quarter was HKD 0.47, compared to HKD 0.26 in the same period last year[8] - The group reported a net loss attributable to owners of approximately HKD 1,416,000 for the three months ended February 28, 2019, compared to a net loss of HKD 776,000 for the same period in 2018[22] - The group incurred financing costs of HKD 581,000 for the three months ended February 28, 2019, compared to HKD 907,000 in the same period of 2018[19] - The group’s total equity as of February 28, 2019, was HKD (18,643,000), reflecting a loss during the period[24] Expenses - The company incurred software research and development and operational expenses of HKD 774,000, a reduction of 37.1% from HKD 1,231,000 in the previous year[6] - Sales and marketing expenses increased to HKD 340,000, up 56.5% from HKD 217,000 year-on-year[6] - Administrative expenses were HKD 2,115,000, slightly up from HKD 2,018,000 in the same quarter of 2018[6] - The group reported a decrease in employee costs, with salaries and allowances amounting to HKD 2,422,000, down from HKD 2,502,000 in the previous year[18] - Operating expenses for the three months ended February 28, 2019, were approximately HKD 3,229,000, a decrease of 7% compared to approximately HKD 3,466,000 in the same period last year[28] Revenue Sources - Revenue from software licensing and related services was HKD 787,000, down 71% from HKD 2,681,000 in the previous year[18] - The group recorded an unaudited revenue of approximately HKD 2,643,000 for the three months ended February 28, 2019, a decrease of 39% compared to approximately HKD 4,355,000 in the same period last year[27] Business Development - The group aims to enhance advanced financial solutions and services to meet customer and market demands, focusing on core business and technology development[37] - The group plans to explore new business opportunities and diversify its business lines to maintain competitiveness and achieve growth[39] - The company plans to enhance its core business and technology development through product functionality upgrades and service expansion[41] - The upgrade of the OCTOSTP system is underway, with a new C version being developed to replace the old VB version, aimed at improving technical performance and stability[42] - New products are being developed, including a High Frequency Trading Engine and a CCASS Report Generator, to enhance competitiveness and support high-frequency trading[45] - The company has established a new sales and business product team to diversify its product offerings and expand its customer base[49] - The company has signed a new partnership agreement with a well-known IT solutions provider to resell products and services, enhancing its service offerings[49] - The company is expanding its customer base by targeting asset management firms and other departments within banks, in addition to its traditional focus on Hong Kong securities brokers and banks[43] Human Resources - The company has hired a human resources professional to identify and recruit IT talent, crucial for expanding its fintech resource services[50] - The company is collaborating with six recruitment agencies to source more IT professionals for its services[51] Shareholder Information - Maximizer International Limited holds 177,793,941 shares, representing 59.05% of the issued share capital[60] - DGM Trust Corporation, as trustee, holds 194,244,779 shares, accounting for 64.51% of the issued share capital[60] - A total of 123,529,400 convertible preferred shares were issued to Maximizer International Limited at an initial conversion price of HKD 0.17 per share[61] - The company issued a five-year non-listed zero-coupon convertible bond with a principal amount of HKD 29,699,876.20 to Maximizer International Limited, convertible at HKD 0.17 per share[61] Audit and Compliance - The audit committee held one meeting to review the company's financial reports for the three months ending February 28, 2019[68] - The company did not repurchase any of its listed securities during the three months ending February 28, 2019[69] - No records of short positions held by directors or senior management in the company's shares or related securities were found[57] - No other individuals or major shareholders were recorded with short positions in the company's shares[63] - The company has not disclosed any other interests recorded in the register as per the Securities and Futures Ordinance[64] - The audit committee is responsible for overseeing the relationship between the company and external auditors[66] Financial Reporting Standards - The company has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements for the period[11] - The group has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and is currently assessing their impact[16] - The group has not recognized any deferred tax assets due to uncertainty regarding future profit sources[21] - The group has approximately HKD 67,904,000 in unrecognized deferred tax liabilities that can be carried forward indefinitely to offset future taxable profits[9] - The group’s capital and reserves showed a decrease in reserves by HKD 59,691,000 due to the application of HKFRS 15[16]

Financial Performance - Revenue for the year ended November 30, 2018, was HKD 15,163,000, representing a 3.1% increase from HKD 14,704,000 in 2017[17] - Loss before interest, tax, depreciation, and amortization decreased by 20.5% to HKD 2,042,000 from HKD 2,568,000 in the previous year[17] - The net loss attributable to shareholders for the year was approximately HKD 5,049,000, with an adjusted net loss of approximately HKD 2,325,000, reflecting a 60% improvement compared to the previous year[22] - Operating expenses for the year were approximately HKD 14,761,000, remaining stable compared to HKD 14,687,000 in the previous year; excluding exceptional costs, operating expenses decreased by about 9%[23] - The group recorded a revenue of approximately HKD 15,163,000 for the fiscal year ending November 30, 2018, representing a 3% increase from HKD 14,704,000 in the previous year[22] Assets and Liabilities - Total assets increased by 46.2% to HKD 5,529,000 from HKD 3,781,000 in 2017[17] - Net debt decreased significantly by 66.9% to HKD 16,133,000 from HKD 48,702,000 in the previous year[17] - As of November 30, 2018, the total issued share capital was approximately HKD 42,464,000, an increase from approximately HKD 30,111,000 in 2017[38] - The company's capital debt ratio as of November 30, 2018, was 2.32, a significant decrease from 12.09 in 2017[42] - The group completed a capital restructuring transaction with Maximizer International Limited, offsetting outstanding promissory notes totaling approximately HKD 50,700,000[24] Operational Strategy - The company plans to diversify its product line and improve financial solutions to capture growth opportunities[13] - The company aims to enhance operational efficiency through reduced working capital requirements and centralized management[14] - The company aims to diversify its business lines and expand its customer base beyond financial clients, establishing partnerships with hardware and technology service providers in Hong Kong[37] - The group established a new sales team in the fourth quarter of 2018 to expand its customer base and address future market challenges[32] - The group will continue to focus on enhancing product functionality and expanding service offerings to achieve high growth in 2019[66] Employee and Workforce - Employee costs (excluding director remuneration) totaled approximately HKD 9,345,000, a decrease of 14% from HKD 10,834,000 in the previous year[29] - The group employs 21 staff in Hong Kong as of November 30, 2018, down from 23 in 2017[63] - Approximately 48% of employees have been with the company for over three years, indicating strong employee loyalty and retention[129] - The workforce is predominantly male, with 71% of employees being male and 29% female[132] Corporate Governance - The board believes that corporate governance is crucial for the company's success and has adopted measures to maintain high standards[146] - The board of directors consists of two executive directors and three independent non-executive directors, all of whom are considered independent[155] - The board has established several committees with clearly defined powers and responsibilities, ensuring effective governance[173] - The company has implemented a board diversity policy, considering factors such as gender, age, and professional background in its director selection process[159] - The independent non-executive directors have confirmed their independence according to GEM listing rules[125] Risk Management and Internal Controls - The company has implemented a comprehensive internal control system to manage various types of risks, including business, compliance, financial, and operational risks[200] - The audit committee is responsible for ensuring fair and independent investigations into potential misconduct related to financial reporting and internal controls[193] - The management team, including the CEO and CFO, is responsible for the overall risk management functions of the company[200] - The company does not have an internal audit department but has an internal control committee to review the effectiveness of the internal control system[200] Community Engagement and Sustainability - The group supports community engagement through employee volunteer activities and donations to non-profit organizations[143] - The group consumed approximately 87,000 sheets of paper this year, a decrease from 99,000 sheets in 2017, representing a reduction of about 12.12%[139] - The group's electricity consumption was around 63,000 kWh this year, down from 65,000 kWh in 2017, indicating a decrease of approximately 3.08%[139] Future Outlook - The outlook for 2019 is optimistic, with expectations of a fruitful year due to the company's leading position in the securities solutions industry[14] - The group plans to invest more resources in providing and improving advanced financial solutions to meet customer needs and market demand[66] - The group aims to explore new business opportunities and diversify its revenue sources from existing and potential clients[67]