Financial Performance - The company recorded unaudited revenue of HKD 24,700,000 for the first half of the fiscal year 2023, a decrease of 4.5% compared to HKD 25,800,000 in the same period of fiscal year 2022[4]. - The reported and underlying profit for the first half of fiscal year 2023 was HKD 2,200,000 and HKD 3,200,000 respectively, down from HKD 3,700,000 in the same period of fiscal year 2022[4]. - The basic and diluted earnings per share for the first half of fiscal year 2023 were both HKD 0.26, compared to HKD 0.41 in the same period of fiscal year 2022[5]. - The company did not recommend any interim dividend for the first half of fiscal year 2023[6]. - The company experienced a significant decline in profit attributable to owners, reporting a loss of HKD 902,000 for the second quarter of fiscal year 2023, compared to a profit of HKD 1,541,000 in the same period of fiscal year 2022[11]. - For the first half of the fiscal year 2023, the company reported a loss of HKD 2,201,000 compared to a profit of HKD 3,742,000 in the same period of fiscal year 2022, representing a decrease of 158.8%[13]. - The total comprehensive loss for the first half of fiscal year 2023 was HKD 52,993,000, a significant increase from a total comprehensive income of HKD 917,000 in the first half of fiscal year 2022[13]. - The company reported a pre-tax profit of HKD 3,977,000 for the first half of fiscal year 2023, down from HKD 5,866,000 in the same period of fiscal year 2022[9]. Revenue Breakdown - Total revenue for the first half of the fiscal year 2023 was HKD 464,163,000, a decrease from HKD 465,635,000 in the same period of fiscal year 2022, representing a decline of approximately 0.3%[21]. - Revenue from corporate financing and other consulting services in the second quarter of fiscal year 2023 was HKD 2,650,000, down 30.3% from HKD 3,812,000 in the second quarter of fiscal year 2022[37]. - Net rental income for the first half of fiscal year 2023 was HKD 10,568,000, a decrease of 14.3% from HKD 12,332,000 in the first half of fiscal year 2022[39]. - The total rental income from investment properties for the first half of fiscal year 2023 was HKD 15,657,000, down 16.5% from HKD 18,742,000 in the first half of fiscal year 2022[39]. - Revenue from consulting and advisory services for the first half of fiscal year 2023 was HKD 10,203,000, compared to HKD 13,074,000 in the same period last year, a decline of 21.7%[56]. - The company achieved a significant increase in underwriting service revenue from HKD 1,370,000 in the first half of fiscal year 2022 to HKD 2,022,000 in the first half of fiscal year 2023, representing a growth of 47.5%[130]. - Financial advisory service revenue rose to HKD 5,015,000 in the first half of fiscal year 2023, up from HKD 4,781,000 in the same period last year, marking an increase of 4.9%[130]. - Compliance advisory service revenue increased significantly from HKD 506,000 to HKD 1,255,000, reflecting a growth of 148.4%[130]. Expenses and Losses - A foreign exchange loss of HKD 55,100,000 was recorded due to the depreciation of the Japanese yen against the Hong Kong dollar, impacting overall expenses of HKD 53,000,000 for the first half of fiscal year 2023[4]. - Total administrative and operating expenses for the first half of fiscal year 2023 were HKD 13,211,000, compared to HKD 11,441,000 in the same period of fiscal year 2022[9]. - The company recorded a net exchange loss of HKD 1,900,000 in the first half of the fiscal year 2023 due to the depreciation of the Japanese yen[153]. - The total expenses incurred in the first half of fiscal year 2023 amounted to HKD 53,000,000, significantly higher than HKD 2,700,000 in the same period of fiscal year 2022[153]. - Property expenses decreased by 20.6% to HKD 5,100,000 from HKD 6,400,000 in the first half of fiscal year 2022, primarily due to the depreciation of the Japanese yen[133]. - Administrative and operating expenses increased to HKD 13,200,000 from HKD 11,400,000, driven by higher employee costs and foreign exchange losses[134]. Assets and Liabilities - Non-current assets decreased from HKD 624,433,000 as of March 31, 2022, to HKD 545,925,000 as of September 30, 2022, reflecting a decline of 12.6%[15]. - Current liabilities decreased from HKD 76,664,000 to HKD 70,160,000, a reduction of 8.3%[15]. - The total equity attributable to the owners of the company decreased from HKD 426,156,000 to HKD 373,972,000, a decline of 12.3%[17]. - The company reported a decrease in trade and other receivables from HKD 4,148,000 to HKD 2,523,000, a drop of 39.2%[15]. - The company’s total assets less current liabilities decreased from HKD 586,576,000 to HKD 512,462,000, a decline of 12.6%[15]. - The company’s total liabilities decreased to HKD 450,571,000 as of September 30, 2023, down from HKD 449,634,000 as of April 1, 2022[21]. - The group’s total assets decreased to HKD 582,622,000 from HKD 663,240,000, indicating a reduction of approximately 12.1%[51]. - The total liabilities increased to HKD 194,590,000 from HKD 222,630,000, representing a decrease of about 12.6%[53]. Shareholder Information - As of September 30, 2022, Mr. Ye holds a beneficial interest in 557,200,000 shares, representing approximately 69.07% of the company's issued share capital[158]. - The company’s issued and paid-up capital as of September 30, 2022, was HKD 8,067,000, with 806,720,000 ordinary shares issued[103]. - Flying Castle Limited holds 557,200,000 shares, representing 69.07% of the company's issued share capital[165]. - Yuanta Asia Investment Limited owns 44,250,000 shares, accounting for 5.49% of the total issued share capital[165]. Corporate Governance and Compliance - The company has complied with the corporate governance code as per GEM listing rules during the first half of the 2023 fiscal year[177]. - The company has established an audit committee consisting of three independent non-executive directors, chaired by Mr. Chen Chenguang, to oversee financial reporting and risk management[186]. - The audit committee confirmed that the unaudited consolidated results for the first half of the fiscal year 2023 complied with applicable accounting principles and regulations[186]. - The company has adopted trading standards for directors' securities transactions in compliance with GEM listing rules[181]. - The company has established financial risk management policies to ensure all payables are settled within the credit period[96]. Future Outlook and Strategies - The company aims to address the adverse impacts of currency fluctuations and is exploring strategies for market expansion and operational efficiency[4]. - The company anticipates stable rental returns in yen from property operations despite fluctuations in the yen-HKD exchange rate[156]. - The company plans to maintain competitive pricing while providing quality services in regulatory-based advisory work to remain relevant in a challenging market[155]. - The company is focused on improving property occupancy rates and rental income following Japan's economic reopening post-COVID-19[156]. - The company will assess the optimal timing for project undertakings in light of market demand and unclear IPO policies, particularly for SMEs[155].

Altus Holdings Limited 浩德控股有限公司 於開曼群島註冊成立之有限公司 股份代號 : 8149 2023 財政年度第一季度報告 香港聯合交易所有限公司（「聯交所」）GEM特色 GEM之定位乃為較其他於聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市市 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。 由於GEM上市公司一般為中小型公司，於GEM買賣的證券可能會較於主板買賣的證券承受較 大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通量的市場。 本報告（浩德控股有限公司（「本公司」）各董事（「董事」）共同及個別對此負全責）乃遵照聯交所 GEM證券上市規則（「GEM上市規則」）的規定而提供有關本公司的資料。董事經作出一切合理 查詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面均屬準確及完整，且無誤導 或欺詐成分；及並無遺漏任何事項致使本報告或其所載任何陳述產生誤導。 1 浩德控股有限公司 • 二零二三財政年度第一季度報告 財務摘要 － 於截至二零二二年六月三十日止三個月（「二零二三年財政年度第一季度」），本公司及其 附屬公司（統稱 ...

Financial Performance - Revenue for the fiscal year 2022 was HKD 55,709,000, a decrease of approximately 5.3% from HKD 59,266,000 in fiscal year 2021[16]. - Pre-tax profit increased to HKD 12,148,000 in fiscal year 2022, compared to HKD 11,790,000 in fiscal year 2021, reflecting a growth of about 3.0%[16]. - Basic profit attributable to the company’s owners for fiscal year 2022 was HKD 6,980,000, up from HKD 6,294,000 in fiscal year 2021, representing an increase of approximately 10.9%[16]. - The group recorded revenue of approximately HKD 55,700,000 for the fiscal year 2022, a decrease of about 6.0% compared to HKD 59,300,000 in the fiscal year 2021, primarily due to a reduction in rental income from investment properties in Japan when converted to HKD[41]. - The income from corporate financing and other consulting services decreased to approximately HKD 2,400,000 in fiscal year 2022 from approximately HKD 5,200,000 in fiscal year 2021, reflecting a continued downward trend in sponsored project income[42]. - The income from financial advisory projects increased by 61.8% to approximately HKD 14,400,000 in fiscal year 2022 from approximately HKD 8,900,000 in fiscal year 2021, driven by an increase in the number of projects and average fees per project[42]. - The self-operated investment income decreased by 7.5% to approximately HKD 36,700,000 in fiscal year 2022 from approximately HKD 39,700,000 in fiscal year 2021, impacted by the depreciation of the Japanese yen against the HKD[45]. - The group’s annual profit increased by 12.0% to approximately HKD 8,000,000 in fiscal year 2022 from approximately HKD 7,100,000 in fiscal year 2021, mainly due to a significant reduction in the net decrease in fair value of investment properties[54]. Assets and Liabilities - Total assets decreased to HKD 663,240,000 in fiscal year 2022 from HKD 713,478,000 in fiscal year 2021, a decline of about 7.0%[18]. - Total liabilities reduced to HKD 222,630,000 in fiscal year 2022, down from HKD 249,315,000 in fiscal year 2021, a decrease of approximately 10.7%[18]. - The total liabilities decreased to HKD 176,645,000 in fiscal year 2022 from HKD 201,848,000 in fiscal year 2021, indicating improved financial stability[59]. - The capital-to-debt ratio improved to 40.1% in fiscal year 2022 from 43.5% in fiscal year 2021, reflecting a stronger equity position[59]. - The total interest-bearing loans decreased from approximately HKD 201.8 million as of March 31, 2021, to approximately HKD 176.6 million as of March 31, 2022[66]. Corporate Strategy and Future Outlook - Future expectations indicate a tightening of liquidity and a shift in investment preferences towards companies with sustainable growth capabilities, impacting asset valuations and transaction volumes[12]. - The company plans to expand its self-investment portfolio, particularly in elder care facilities and group homes, aligning with socially responsible investment goals[13]. - The company aims to initiate asset enhancement projects on older properties in the coming year[13]. - The company plans to expand its investment in four existing small wooden houses for elderly care facilities, aiming to provide stable and long-term rental income[80]. - The company anticipates that the reopening of Japan's economy will support stable occupancy rates and rental levels for its investment portfolio[80]. - The company is investing in R&D, with a budget increase of I% aimed at developing new technologies and products[166]. - The management team emphasized a strategic shift towards digital transformation, which is expected to improve customer engagement by J%[166]. - The company plans to enhance its sustainability initiatives, targeting a reduction in carbon emissions by L% by 2025[166]. Governance and Compliance - The company adopted the corporate governance code as per GEM Listing Rules Appendix 15 starting from January 1, 2022, and has complied with applicable provisions during the fiscal year 2022[84]. - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced composition for decision-making[86]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the group's affairs[96]. - The Audit Committee, composed entirely of independent non-executive directors, is responsible for reviewing financial statements and internal control procedures[100]. - The company has implemented a code of conduct for directors regarding securities trading, confirming full compliance during the fiscal year 2022[85]. - The board has reviewed and is satisfied with the effectiveness of its corporate governance policies and practices during the fiscal year 2022[97]. - The company’s independent non-executive directors are subject to a three-year term, with reappointment required at the annual general meeting[112]. - The company provides a platform for communication between the board and shareholders during the annual general meeting, addressing shareholder inquiries[135]. - The board is responsible for maintaining a sound and effective risk management and internal control system to protect shareholders' interests[146]. - In the fiscal year 2022, the board conducted an annual review of the effectiveness of the risk management and internal control system, which was deemed adequate and effective[146]. Environmental and Social Responsibility - The company did not face any environmental complaints, lawsuits, penalties, or disciplinary actions during the fiscal year 2022, indicating compliance with environmental regulations[36]. - The company has adopted a borrowing strategy in Japanese yen to mitigate currency risk associated with its investment portfolio in Japan[80]. Dividends - The company did not recommend the payment of any final dividend for the fiscal year 2022, consistent with the previous fiscal year where no dividend was paid[189].

[Company Information and GEM Characteristics](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF%E4%B8%8EGEM%E7%89%B9%E8%89%B2) This section provides an overview of Altus Holdings Limited, its incorporation details, and the specific characteristics and risks associated with its listing on the GEM market [Company Overview](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E6%A6%82%E5%86%B5) Altus Holdings Limited (stock code: 8149), incorporated in the Cayman Islands, presents its Q3 FY2022 report - Company Name: Altus Holdings Limited - Place of Incorporation: Cayman Islands [2](index=2&type=chunk) - Stock Code: **8149** [2](index=2&type=chunk) - Reporting Period: Third Quarter of Fiscal Year **2022** [2](index=2&type=chunk) [GEM Listing Characteristics](index=2&type=section&id=GEM%E4%B8%8A%E5%B8%82%E7%89%B9%E8%89%B2) GEM provides a listing platform for high-risk SMEs; investors should understand risks, and directors confirm report accuracy - The GEM market is positioned as a listing platform for small and medium-sized companies with **higher investment risks** [3](index=3&type=chunk) - GEM securities may be subject to **significant market volatility** and high liquidity is not guaranteed [3](index=3&type=chunk) - Directors collectively and individually bear full responsibility for this report, confirming its accuracy, completeness, and absence of misleading or fraudulent content [3](index=3&type=chunk) [Financial Highlights](index=3&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81) This section summarizes the Group's financial performance for the nine months ended December 31, 2021, highlighting revenue, reported profit, and underlying profit trends [Financial Highlights Overview](index=3&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81%E6%A6%82%E8%A7%88) For the nine months ended December 31, 2021, group revenue was HK$40.7 million, down 9.3%, while reported profit significantly improved to HK$6.2 million due to no fair value loss on investment properties, though underlying profit decreased due to lack of government subsidies Financial Highlights for the Nine Months Ended December 31, 2021 | Metric | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | YoY Change (%) | | :---------------- | :-------------------------------------------- | :-------------------------------------------- | :------------- | | Revenue | 40,700 | 44,800 | -9.3 | | Reported Profit | 6,200 | 1,100 | +463.6 | | Underlying Profit | 6,200 | 8,500 | -27.1 | | Underlying EPS | 0.70 HK Cents | 0.99 HK Cents | -29.3 | | Reported EPS | 0.69 HK Cents | 0.07 HK Cents | +885.7 | - The improvement in reported profit was primarily due to no net fair value decrease of investment properties of **HK$7.7 million** recorded for the nine months ended December 31, 2021 [5](index=5&type=chunk) - The decrease in underlying profit was mainly due to the absence of government subsidies, such as the 'Employment Support Scheme' [5](index=5&type=chunk) - The Directors do not recommend the payment of any interim dividend for the third quarter of fiscal year **2022** [7](index=7&type=chunk) [Unaudited Condensed Consolidated Results](index=4&type=section&id=%E6%9C%AA%E7%BB%8F%E5%AE%A1%E6%A0%B8%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E4%B8%9A%E7%BB%A9) This section presents the unaudited condensed consolidated financial statements, including the statement of profit or loss, earnings per share, comprehensive income, and changes in equity [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E8%B4%A6) For the nine months ended December 31, 2021, the Group's revenue was HK$40,665 thousand, a decrease from the prior year, while profit for the period significantly grew to HK$6,219 thousand, mainly due to the absence of net fair value decrease on investment properties Condensed Consolidated Statement of Profit or Loss (for the nine months ended December 31) | Metric | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :----------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | 40,665 | 44,835 | | Other income | 199 | 1,933 | | Net fair value decrease in investment properties | – | (7,663) | | Fair value change in derivative financial liabilities | 31 | (74) | | Property expenses | (9,434) | (10,777) | | Administrative and operating expenses | (18,780) | (20,537) | | Share of results of associates | 2 | 18 | | Finance costs | (3,176) | (3,527) | | Profit before tax | 9,507 | 4,208 | | Income tax expense | (3,288) | (3,061) | | Profit for the period | 6,219 | 1,147 | | Profit for the period attributable to owners of the Company | 5,625 | 599 | | Non-controlling interests | 594 | 548 | - For the nine months ended December 31, 2021, revenue decreased by **9.3%** year-on-year to **HK$40,665 thousand** [10](index=10&type=chunk) - Profit for the period significantly increased by **442.2%** year-on-year to **HK$6,219 thousand**, primarily due to the absence of a net fair value decrease in investment properties [10](index=10&type=chunk) [Earnings Per Share](index=5&type=section&id=%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) For the nine months ended December 31, 2021, reported basic and diluted earnings per share attributable to owners of the Company significantly increased to 0.70 HK cents and 0.69 HK cents respectively, while underlying EPS slightly decreased Earnings Per Share (for the nine months ended December 31) | Metric | Nine Months Ended Dec 31, 2021 (HK Cents) | Nine Months Ended Dec 31, 2020 (HK Cents) | | :----------------------- | :---------------------------------------- | :---------------------------------------- | | Reported EPS - Basic | 0.70 | 0.07 | | Reported EPS - Diluted | 0.69 | 0.07 | | Underlying EPS - Basic | 0.70 | 0.99 | | Underlying EPS - Diluted | 0.69 | 0.98 | - Reported earnings per share significantly increased, reflecting the improvement in profit for the period [12](index=12&type=chunk) - Underlying earnings per share (excluding fair value changes in investment properties) decreased, consistent with the trend of reduced underlying profit in the financial highlights [12](index=12&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) For the nine months ended December 31, 2021, the Group recorded a total comprehensive expense of HK$7,414 thousand, primarily due to exchange differences on translating foreign operations (HK$13,499 thousand expense), a stark contrast to the comprehensive income in the prior year Condensed Consolidated Statement of Comprehensive Income (for the nine months ended December 31) | Metric | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :----------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Profit for the period | 6,219 | 1,147 | | Exchange differences on translating foreign operations | (13,499) | 18,094 | | Fair value change of financial assets at fair value through other comprehensive income | (134) | (229) | | Other comprehensive (expense) income for the period | (13,633) | 17,865 | | Total comprehensive (expense) income for the period | (7,414) | 19,012 | | Total comprehensive (expense) income for the period attributable to owners of the Company | (7,840) | 16,447 | | Non-controlling interests | 426 | 2,565 | - For the nine months ended December 31, 2021, exchange differences on translating foreign operations resulted in an expense of **HK$13,499 thousand**, compared to an income of **HK$18,094 thousand** in the prior period, which was the primary reason for the shift from positive to negative total comprehensive income [14](index=14&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) As of December 31, 2021, total equity attributable to owners of the Company was HK$442,781 thousand, a decrease from HK$449,634 thousand on April 1, 2021, mainly impacted by total comprehensive expense for the period and a reduction in exchange reserve Condensed Consolidated Statement of Changes in Equity (as of December 31, 2021) | Metric | Apr 1, 2021 (Audited) (HK$ Thousand) | Profit for the Period (HK$ Thousand) | Total Comprehensive (Expense) Income for the Period (HK$ Thousand) | Shares Repurchased and Cancelled (HK$ Thousand) | Shares Vested from Share Awards (HK$ Thousand) | Share-based Payments (HK$ Thousand) | Dividends Paid to Non-controlling Shareholders (HK$ Thousand) | Dec 31, 2021 (Unaudited) (HK$ Thousand) | | :----------------------------------------------- | :----------------------------------- | :----------------------------------- | :------------------------------------------------- | :-------------------------------------- | :--------------------------------------------- | :---------------------------------- | :-------------------------------------------- | :-------------------------------------- | | Total attributable to owners of the Company | 449,634 | 5,625 | (7,840) | (101) | – | 1,088 | – | 442,781 | | Non-controlling interests | 14,529 | 594 | 426 | – | – | – | (108) | 14,847 | | **Total** | **464,163** | **6,219** | **(7,414)** | **(101)** | **–** | **1,088** | **(108)** | **457,628** | - Exchange reserve decreased from **HK$(20,873) thousand** on April 1, 2021, to **HK$(34,204) thousand** on December 31, 2021, reflecting the negative impact of exchange differences from foreign operations [16](index=16&type=chunk) - Share premium slightly changed due to share repurchases and cancellations but remained stable overall [16](index=16&type=chunk) [Notes to the Financial Statements](index=9&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) This section provides detailed notes to the condensed consolidated financial statements, covering general information, presentation basis, revenue, segment information, other income, finance costs, income tax, profit for the period, dividends, earnings per share, and share awards [General Information](index=10&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99) The Company, incorporated in the Cayman Islands in 2015 and listed on GEM in 2016, primarily engages in investment holding, corporate finance, and property/securities investment, including Japanese tokumei kumiai arrangements, with its ultimate holding company, KHHL, controlled by Ms. Chan Kit Lai and trust beneficiaries Mr. Yip Tin Chi and Ms. Lam Yip Tin Wai - The Company was incorporated in the Cayman Islands on November 11, **2015**, and listed on GEM of the Stock Exchange on October 17, **2016** [23](index=23&type=chunk) - Principal activities include investment holding, corporate finance and other advisory services, and proprietary property and securities investment, particularly in Japanese properties through tokumei kumiai arrangements [23](index=23&type=chunk) - The ultimate holding company is KHHL, incorporated in the British Virgin Islands, ultimately controlled by Ms. Chan Kit Lai and trust beneficiaries Mr. Yip Tin Chi and Ms. Lam Yip Tin Wai [24](index=24&type=chunk) - The condensed consolidated financial statements are unaudited but have been reviewed by the Audit Committee, presented in Hong Kong Dollars, with the functional currency of Japanese subsidiaries being Japanese Yen [24](index=24&type=chunk) [Basis of Presentation of Consolidated Financial Information](index=11&type=section&id=%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%96%99%E7%9A%84%E5%91%88%E5%88%97%E5%9F%BA%E5%87%86) The unaudited condensed consolidated financial statements are prepared in accordance with HKAS 34 and HKFRS, presented on a historical cost basis except for financial instruments and investment properties, with new HKFRS amendments applied during the period having no significant impact - The financial statements are prepared in accordance with Hong Kong Accounting Standard **34** Interim Financial Reporting and Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants [28](index=28&type=chunk) - The statements are prepared on a historical cost basis, except for financial instruments and investment properties measured at fair value [28](index=28&type=chunk) - The Group first applied new HKFRS amendments for the nine months ended December 31, 2021, which had no significant impact on the financial statements [29](index=29&type=chunk)[30](index=30&type=chunk) [Revenue](index=12&type=section&id=%E6%94%B6%E5%85%A5) The Group's revenue primarily derives from corporate finance and advisory services and investment property rentals, totaling HK$40,665 thousand for the nine months ended December 31, 2021, with rental income at HK$27,741 thousand and corporate finance income at HK$12,924 thousand, representing a 9.3% year-on-year decrease Revenue Analysis (for the nine months ended December 31) | Revenue Source | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :----------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Corporate finance and other advisory services income | 12,924 | 14,946 | | Rental income from investment properties under operating leases | 27,741 | 29,889 | | **Total Revenue** | **40,665** | **44,835** | Net Rental Income Analysis (for the nine months ended December 31) | Metric | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :--------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total rental income from investment properties | 27,741 | 29,889 | | Direct operating expenses | (9,434) | (10,777) | | **Net Rental Income** | **18,307** | **19,112** | - As of December 31, 2021, the aggregate amount of transaction price allocated to unsatisfied performance obligations was approximately **HK$5,300 thousand**, with most expected to be recognized within one year [34](index=34&type=chunk) [Segment Information](index=13&type=section&id=%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group operates in advisory and consulting (corporate finance) and proprietary investment (rental properties and securities) segments; for the nine months ended December 31, 2021, proprietary investment revenue was HK$27,741 thousand and advisory revenue was HK$12,924 thousand, with proprietary investment profit significantly increasing due to no fair value decrease on investment properties this period - The Group's operating segments are: (i) Advisory and Consulting (providing corporate finance services); and (ii) Proprietary Investment (leasing investment properties and securities investment) [37](index=37&type=chunk) Segment Revenue and Profit (for the nine months ended December 31) | Segment | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :---------------------- | :-------------------------------------------- | :-------------------------------------------- | | **Revenue** | | | | Advisory and Consulting | 12,924 | 14,946 | | Proprietary Investment | 27,741 | 29,889 | | **Total Revenue** | **40,665** | **44,835** | | **Segment Profit** | | | | Advisory and Consulting | 5,185 | 7,011 | | Proprietary Investment | 15,100 | 7,717 | | **Total Profit** | **20,285** | **14,728** | - For the nine months ended December 31, 2021, profit from the proprietary investment segment significantly increased, mainly due to no fair value changes in investment properties recognized in the current period (compared to a decrease of approximately **HK$7,700 thousand** in the prior period) [42](index=42&type=chunk) [Other Income](index=15&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) For the nine months ended December 31, 2021, the Group's other income was HK$199 thousand, a significant decrease from HK$1,933 thousand in the prior year, primarily due to the absence of government subsidies and reduced gains from disposal of financial assets Other Income Analysis (for the nine months ended December 31) | Other Income Source | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :------------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Bank interest income | 5 | 41 | | Dividend income from financial assets at fair value through other comprehensive income | 55 | 69 | | Gain on disposal of financial assets at fair value through profit or loss | – | 247 | | Reversal of impairment loss on trade receivables | 139 | 16 | | Others (government subsidies, forfeiture of tenant deposits) | – | 1,560 | | **Total** | **199** | **1,933** | - Other income significantly decreased, primarily because of government subsidies (Employment Support Scheme) of **HK$1,560 thousand** in the prior period of **2020**, which were absent in the corresponding period of **2021** [45](index=45&type=chunk)[46](index=46&type=chunk) [Finance Costs](index=16&type=section&id=%E8%B4%A2%E5%8A%A1%E6%88%90%E6%9C%AC) For the nine months ended December 31, 2021, the Group's finance costs decreased to HK$3,176 thousand from HK$3,527 thousand in the prior year, primarily due to interest on secured bank borrowings Finance Costs (for the nine months ended December 31) | Finance Cost Source | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :------------------ | :-------------------------------------------- | :-------------------------------------------- | | Secured bank borrowings | 3,176 | 3,527 | | **Total** | **3,176** | **3,527** | - Finance costs decreased by **9.9%** year-on-year, primarily reflecting lower Hong Kong Dollar loan interest rates and reduced Japanese Yen loan interest expenses due to a weaker Japanese Yen [49](index=49&type=chunk)[72](index=72&type=chunk) [Income Tax Expense](index=16&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%E5%BC%80%E6%94%AF) For the nine months ended December 31, 2021, the Group's income tax expense increased to HK$3,288 thousand from HK$3,061 thousand in the prior year, primarily comprising Japanese corporate income tax, Japanese withholding tax, and deferred tax, with Hong Kong profits tax being negative Income Tax Expense (for the nine months ended December 31) | Income Tax Category | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :---------------------- | :-------------------------------------------- | :-------------------------------------------- | | Current tax: | | | | Hong Kong profits tax | (58) | 269 | | Japanese corporate income tax | 543 | 239 | | Japanese withholding tax | 1,348 | 1,392 | | **Total Current Tax** | **1,833** | **1,900** | | Deferred tax | 1,455 | 1,161 | | **Total** | **3,288** | **3,061** | - Hong Kong profits tax is calculated under a two-tiered system, with a rate of **8.25%** for the first **HK$2,000,000** of assessable profits for qualifying corporations, and **16.5%** for the remainder [49](index=49&type=chunk) - Japanese corporate income tax is calculated at **33.58%** of estimated assessable profits, and a withholding tax rate of **20.42%** applies to Japanese subsidiaries under TK arrangements [50](index=50&type=chunk) - The Group is not subject to any income tax in the Cayman Islands and the British Virgin Islands [50](index=50&type=chunk) [Profit for the Period](index=17&type=section&id=%E6%9C%9F%E9%97%B4%E5%88%A9%E6%B6%A6) For the nine months ended December 31, 2021, the Group's profit for the period was net of expenses including staff costs (excluding directors' emoluments) of HK$8,236 thousand, directors' emoluments of HK$2,696 thousand, and share-based payments of HK$1,088 thousand Deductions from Profit for the Period (for the nine months ended December 31) | Item | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Staff costs (excluding directors' emoluments) | 8,236 | 8,915 | | Directors' emoluments | 2,696 | 2,783 | | Auditor's remuneration | 525 | 563 | | Depreciation of property, plant and equipment | 782 | 824 | | Depreciation of right-of-use assets | – | 61 | | Share-based payments | 1,088 | 795 | | Impairment loss on trade receivables | – | 628 | | Net exchange loss | 382 | 437 | - Staff costs (excluding directors' emoluments) decreased by **7.6%** year-on-year, and directors' emoluments decreased by **3.1%** year-on-year [52](index=52&type=chunk) - Share-based payments increased by **36.9%** year-on-year, reflecting the vesting of share awards [52](index=52&type=chunk) [Dividends](index=18&type=section&id=%E8%82%A1%E6%81%AF) For the nine months ended December 31, 2021, total dividends distributed to non-controlling interests amounted to HK$108 thousand, a decrease from HK$222 thousand in the prior year, and the Directors do not recommend any interim dividend for Q3 FY2022 Dividends Distributed to Non-controlling Interests (for the nine months ended December 31) | Company Name | Nine Months Ended Dec 31, 2021 (HK$ Thousand) | Nine Months Ended Dec 31, 2020 (HK$ Thousand) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Smart Tact Property Investment Limited | 30 | 94 | | I Corporation | 19 | 29 | | EXE Rise Shimodori Investor Limited | 14 | 99 | | Residence Motoki Investment Limited | 45 | – | | **Total** | **108** | **222** | - The Directors do not recommend the payment of any interim dividend for the third quarter of fiscal year **2022** [55](index=55&type=chunk) [Earnings Per Share](index=19&type=section&id=%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) For the nine months ended December 31, 2021, the weighted average number of ordinary shares used for basic and diluted EPS calculations was 803,493 thousand shares, with reported profit attributable to owners of the Company at HK$5,625 thousand and underlying profit at HK$5,625 thousand (excluding fair value changes in investment properties and related deferred tax) Earnings Per Share Calculation Data (for the nine months ended December 31) | Metric | Nine Months Ended Dec 31, 2021 (Thousand Shares/HK$ Thousand) | Nine Months Ended Dec 31, 2020 (Thousand Shares/HK$ Thousand) | | :----------------------------------------------- | :----------------------------------------------------------- | :----------------------------------------------------------- | | Weighted average number of ordinary shares for basic EPS | 803,493 (Thousand Shares) | 800,000 (Thousand Shares) | | Dilutive effect of potential ordinary shares: share awards | 6,375 (Thousand Shares) | 6,397 (Thousand Shares) | | Weighted average number of ordinary shares for diluted EPS | 809,868 (Thousand Shares) | 806,397 (Thousand Shares) | | Profit for the period attributable to owners of the Company (Reported Profit) | 5,625 (HK$ Thousand) | 599 (HK$ Thousand) | | Underlying profit for the period attributable to owners of the Company | 5,625 (HK$ Thousand) | 7,923 (HK$ Thousand) | - For the nine months ended December 31, 2021, the Company repurchased and cancelled **500,000** ordinary shares for a total consideration of approximately **HK$100 thousand** [57](index=57&type=chunk) - Underlying profit was consistent with reported profit in the corresponding period of **2021** due to no fair value changes in investment properties during the period [60](index=60&type=chunk) [Share Awards](index=21&type=section&id=%E8%82%A1%E4%BB%BD%E7%8D%8E%E5%8A%B1) For the nine months ended December 31, 2021, the Group granted a total of 14,500,000 share awards, with 6,180,000 issued and lapsed, and 4,530,000 vested; in January 2022, the Board resolved to conditionally award 300,000 new shares to three selected employees Share Award Movements (for the nine months ended December 31, 2021) | Grant Date | Category of Grantees | New Shares Granted (Shares) | Issued and Lapsed (Shares) | Vested (Shares) | Lapsed (Shares) | Unvested as of Dec 31, 2021 (Shares) | | :--------------- | :------------------------------------------------- | :-------------------------- | :------------------------- | :-------------- | :-------------- | :----------------------------------- | | June 25, 2018 | Deputy Head of Wholly-owned Subsidiary, Executive Director | 4,800,000 | 3,520,000 | 1,280,000 | – | – | | July 3, 2019 | Deputy Head of Wholly-owned Subsidiary, Executive Director, Seven Employees | 1,200,000 | 1,200,000 | – | – | – | | June 26, 2020 | Deputy Head of Wholly-owned Subsidiary, Executive Director, Ten Employees | 2,030,000 | 740,000 | 1,340,000 | – | – | | Dec 31, 2020 | Deputy Head of Wholly-owned Subsidiary, Executive Director, Ten Employees | 1,440,000 | – | 540,000 | – | 900,000 | | June 29, 2021 | Deputy Head of Wholly-owned Subsidiary, Executive Director, Ten Employees | 2,490,000 | – | 1,370,000 | 160,000 | 960,000 | | **Total** | | **14,500,000** | **6,180,000** | **4,530,000** | **170,000** | **3,620,000** | - Portions of the **2018**, **2020**, and **2021** share awards vested on December 31, 2021, and were issued to relevant employees in January **2022** [65](index=65&type=chunk)[66](index=66&type=chunk) - On January 4, **2022**, the Board resolved to conditionally award a total of **300,000** new shares to three selected employees, subject to conditions such as shareholder approval and Stock Exchange listing permission [66](index=66&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E5%8F%8A%E5%88%86%E6%9E%90) This section provides a review of the Group's business performance and strategic outlook, covering corporate finance, proprietary investment, and profit for the period [Business Review](index=23&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B1) For Q3 FY2022, the Group's unaudited revenue was approximately HK$14.8 million, a 12.9% year-on-year decrease, with proprietary investment contributing 60.6% and the remainder from corporate finance and advisory services; underlying and reported profit were both approximately HK$2.5 million, with underlying profit decreasing due to lower revenue and absence of government subsidies - For the third quarter of fiscal year **2022**, the Group recorded unaudited revenue of approximately **HK$14.8 million**, a decrease of approximately **12.9%** compared to the prior period [69](index=69&type=chunk) - Proprietary investment activities contributed approximately **60.6%** of the quarter's revenue, with the remainder from corporate finance and other advisory services [69](index=69&type=chunk) - Underlying profit for the third quarter of fiscal year **2022** was approximately **HK$2.5 million**, and reported profit was approximately **HK$2.5 million** [74](index=74&type=chunk) - The decrease in underlying profit was primarily due to lower revenue and the absence of government subsidies from the prior period [74](index=74&type=chunk) [Corporate Finance and Other Advisory Services](index=23&type=section&id=%E4%BC%81%E4%B8%9A%E8%9E%8D%E8%B5%84%E5%8F%8A%E5%85%B6%E4%BB%96%E5%92%A8%E8%AF%A2%E6%9C%8D%E5%8A%A1) In Q3 FY2022, corporate finance and advisory services revenue decreased by approximately 15.4% year-on-year, mainly due to reduced income from sponsorship and compliance advisory services, partially offset by growth in financial advisory services - Corporate finance and other advisory services revenue decreased by approximately **15.4%**, primarily impacted by lower income from sponsorship and compliance advisory services [70](index=70&type=chunk) - Financial advisory services revenue continued to grow, partially offsetting the revenue decline in other segments [70](index=70&type=chunk) - Revenue recognition for corporate finance services is influenced by service agreement terms and the completion of significant actions, which may lead to revenue fluctuations across periods [70](index=70&type=chunk) [Proprietary Investment](index=23&type=section&id=%E8%87%AA%E8%90%A5%E6%8A%95%E8%B5%84) The Group's property investment portfolio includes 26 buildings in Japan and one commercial unit in Hong Kong; in Q3 FY2022, Hong Kong properties were fully leased, while Japan's occupancy rate slightly dropped to 90.9%, and a weaker Japanese Yen led to a 11.3% decrease in proprietary investment revenue to approximately HK$9.0 million - The property investment portfolio includes **26** buildings in Japan and **one** commercial unit in Hong Kong [71](index=71&type=chunk) - Hong Kong properties are fully leased, while the occupancy rate of the Japanese property portfolio slightly decreased to approximately **90.9%** (prior period: **93.6%**), with the pandemic affecting rental demand from service industry workers [71](index=71&type=chunk) - A weaker Japanese Yen led to a decrease in proprietary investment revenue of approximately **11.3%** to approximately **HK$9.0 million** [71](index=71&type=chunk) [Profit for the Period](index=23&type=section&id=%E6%9C%9F%E9%97%B4%E7%BA%AF%E5%88%A9) In Q3 FY2022, administrative and operating expenses were comparable to the prior year, and finance costs slightly decreased; the reduction in underlying profit was mainly due to lower revenue and the absence of government subsidies, while reported profit increased due to no net fair value decrease on investment properties this period - Administrative and operating expenses were comparable to the prior period [72](index=72&type=chunk) - Finance costs slightly decreased, primarily due to lower Hong Kong Dollar loan interest rates and reduced Japanese Yen loan interest expenses resulting from a weaker Japanese Yen [72](index=72&type=chunk) - The increase in reported profit was mainly due to no net fair value decrease of investment properties recorded in the third quarter of fiscal year **2022**, whereas there was a decrease of approximately **HK$2.3 million** in the prior period [74](index=74&type=chunk) [Outlook and Strategies](index=24&type=section&id=%E5%89%8D%E6%99%AF%E5%8F%8A%E7%AD%96%E7%95%A5) The Group anticipates continued improvement in financial advisory services revenue within its advisory and consulting segment; for proprietary investment, the Hong Kong Central office leasing market is stabilizing, Japanese property occupancy rates are expected to improve, but a weak Japanese Yen may adversely affect revenue and HKD profits, with overall proprietary investment portfolio revenue projected to remain stable - For advisory and consulting services, financial advisory services revenue is expected to continue its improving trend in the coming quarter [75](index=75&type=chunk) - The office leasing market in Hong Kong's Central business district is stabilizing, with increased leasing activity and ongoing negotiations for renewal of existing leases [76](index=76&type=chunk) - The occupancy rate of the Japanese property portfolio is expected to improve, but the continued weakness of the Japanese Yen will adversely affect the Group's revenue and Hong Kong Dollar profits [77](index=77&type=chunk) - Overall, the Directors expect the Group's proprietary investment portfolio revenue to remain stable in the coming quarter [78](index=78&type=chunk) [Other Information](index=25&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section covers various other information, including directors' and substantial shareholders' interests, share repurchase activities, employee and remuneration policies, and share option/award schemes [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations](index=25&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%91%98%E4%BA%8E%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E7%9B%B8%E8%81%94%E6%B3%95%E5%9B%A2%E7%9A%84%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E5%85%B3%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%80%BA%E6%9D%83%E8%AF%81%E4%B8%AD%E7%9A%84%E6%9D%83%E7%9B%8A%E5%8F%8A%E6%B7%A1%E4%BB%93) As of December 31, 2021, Mr. Yip Tin Chi, Mr. Tsang Hon Pui, and Ms. Leung Cheuk Yin held shares in the Company, with Mr. Yip holding the majority through trust beneficiary status and spouse's interests; directors also held interests in the Company's associated corporations Directors' Interests in Shares of the Company (as of December 31, 2021) | Director's Name | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Total Issued Share Capital of the Company (%) | | :-------------- | :------------------------------ | :------------------------------ | :------------------------------------------------------ | | Mr. Yip | Beneficiary of a trust | 557,200,000 | 69.35 | | | Beneficial owner | 1,250,000 | 0.16 | | | Spouse's interest | 1,250,000 | 0.16 | | Mr. Tsang | Beneficial owner | 22,400,000 | 2.79 | | Ms. Leung | Beneficial owner | 9,400,000 | 1.17 | - Mr. Yip is deemed to be interested in **557,200,000** shares of the Company held by KHHL through his capacity as a beneficiary of The Hecico **1985** Trust [80](index=80&type=chunk) Directors' Interests in Associated Corporations of the Company (as of December 31, 2021) | Name | Name of Associated Corporation | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Equity (%) | | :-------- | :----------------------------- | :------------------------------ | :------------------------------ | :----------------------------------- | | Mr. Yip | KHHL | Beneficiary of a trust | 204 | 80.0 | | | I Corporation | Spouse's interest | 14 | 20.0 | | Ms. Leung | Residence | Beneficial owner | 20 | 0.33 | | Mr. Tsang | Residence | Beneficial owner | 10 | 0.17 | [Directors' Rights to Acquire Shares or Debentures](index=26&type=section&id=%E8%91%A3%E4%BA%8B%E8%B4%AD%E4%B9%B0%E8%82%A1%E4%BB%BD%E6%88%96%E5%80%BA%E6%9D%83%E8%AF%81%E7%9A%84%E6%9D%83%E5%88%A9) For the nine months ended December 31, 2021, neither the Company nor its subsidiaries or associated corporations entered into any arrangements enabling directors and chief executives to acquire benefits by purchasing shares, underlying shares, or debentures of the Company or its associated corporations, except for share option schemes - Neither the Company nor its subsidiaries or associated corporations entered into any arrangements during the nine months ended December 31, 2021, to enable directors and chief executives to acquire benefits by purchasing shares, underlying shares, or debentures of the Company or any of its associated corporations, except for share option schemes [85](index=85&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company and Interests of Relevant Persons in Other Group Members](index=27&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E4%B8%9C%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%BA%E5%A3%AB%E4%BA%8E%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E5%85%B3%E8%82%A1%E4%BB%BD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E4%BB%93%E4%BB%A5%E5%8F%8A%E6%9C%89%E5%85%B3%E4%BA%BA%E5%A3%AB%E4%BA%8E%E6%9C%AC%E9%9B%86%E5%9B%A2%E5%85%B6%E4%BB%96%E6%88%90%E5%91%98%E5%85%AC%E5%8F%B8%E7%9A%84%E6%AC%8A%E7%9B%8A) As of December 31, 2021, Flying Castle Limited, KHHL, the Trustee, Ms. Chan, Mr. Yip, Ms. Yip, and Ms. Ho were all deemed interested in 557,200,000 shares of the Company, representing approximately 69.35% of the issued share capital, with Yuanta Asia Investment Limited holding 5.51%; additionally, Ms. Ho, Mr. Henry Shih, and Mr. Lo Yuen Tik also held interests in other Group members Substantial Shareholders' Interests in Shares of the Company (as of December 31, 2021) | Shareholder Name/Entity | Capacity and Nature of Interest | Number of Shares Interested (L) | Approximate Percentage of Total Issued Share Capital of the Company (%) | | :-------------------------------- | :------------------------------ | :------------------------------ | :------------------------------------------------------ | | Flying Castle Limited | Beneficial owner | 557,200,000 | 69.35 | | KHHL | Interest in controlled corporation | 557,200,000 | 69.35 | | The Trustee | Trustee | 557,200,000 | 69.35 | | Ms. Chan | Founder of discretionary trust | 557,200,000 | 69.35 | | | Beneficial owner | 1,250,000 | 0.16 | | Mr. Yip | Beneficiary of a trust | 557,200,000 | 69.35 | | | Beneficial owner | 1,250,000 | 0.16 | | | Spouse's interest | 1,250,000 | 0.16 | | Ms. Yip | Beneficiary of a trust | 557,200,000 | 69.35 | | | Beneficial owner | 1,250,000 | 0.16 | | Ms. Ho | Spouse's interest | 558,450,000 | 69.50 | | | Beneficial owner | 1,250,000 | 0.16 | | Yuanta Asia Investment Limited | Beneficial owner | 44,250,000 | 5.51 | Interests of Other Persons in Group Members (as of December 31, 2021) | Shareholder Name | Name of Group Member Company | Capacity and Nature of Interest | Number of Shares Interested (L) | Percentage of Equity (%) | | :--------------- | :--------------------------- | :------------------------------ | :------------------------------ | :----------------------- | | Ms. Ho | I Corporation | Beneficial owner | 14 | 20.0 | | Mr. Henry Shih | Smart Tact | Beneficial owner | 922 | 10.0 | | | Residence | Beneficial owner | 600 | 10.0 | | | Lynton Gate Limited | Beneficial owner | 1 | 10.0 | | | EXE | Beneficial owner | 12 | 10.0 | | Mr. Lo Yuen Tik | Residence | Interest in controlled corporation | 600 | 10.0 | [Sufficiency of Public Float](index=29&type=section&id=%E5%85%85%E8%B6%B3%E7%9A%84%E5%85%AC%E4%BC%97%E6%8C%81%E8%82%A1%E9%87%8F) For the nine months ended December 31, 2021, the Company maintained the public float as required by the GEM Listing Rules - The Company maintained the public float as required by the GEM Listing Rules throughout the nine months ended December 31, 2021 [93](index=93&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=29&type=section&id=%E8%B4%AD%E4%B9%B0%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B5%8E%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%82%A1%E4%BB%BD) For the nine months ended December 31, 2021, the Company repurchased 500,000 ordinary shares on GEM of the Stock Exchange for a total consideration of approximately HK$100 thousand, which were all cancelled, with Directors believing the repurchase benefited the Company and its shareholders Share Repurchase Details (for the nine months ended December 31, 2021) | Month | Number of Ordinary Shares | Highest Price Paid Per Share (HK$) | Lowest Price Paid Per Share (HK$) | Approximate Total Consideration (HK$ Thousand) | | :------------ | :------------------------ | :--------------------------------- | :-------------------------------- | :--------------------------------------------- | | November 2021 | 500,000 | 0.202 | 0.2 | 101 | - The **500,000** ordinary shares repurchased were all cancelled on December 31, 2021, with the total consideration of approximately **HK$100 thousand** paid from the Company's reserves [94](index=94&type=chunk) - The Directors believe that the share repurchase will be beneficial to the Company and its shareholders [94](index=94&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=%E9%9B%87%E5%91%98%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of December 31, 2021, the Group had 20 employees, with a remuneration policy considering duties, experience, skills, and company performance, benchmarked against comparable companies, including monthly salaries, discretionary bonuses, share awards, provident fund contributions, medical insurance, and other benefits - As of December 31, 2021, the Group had **20** employees (prior period of **2020**: **23** employees) [96](index=96&type=chunk) - The remuneration policy considers duties, responsibilities, experience, skills, time commitment, and the Group's performance, and is formulated with reference to remuneration of comparable companies [96](index=96&type=chunk) - Employee benefits include monthly salaries, discretionary bonuses, share awards, provident fund contributions, medical insurance, and other allowances and benefits [96](index=96&type=chunk) [Share Option Scheme](index=29&type=section&id=%E8%B4%AD%E8%82%A1%E6%9D%83%E8%AE%A1%E5%88%92) The Company adopted a share option scheme in 2016 with a ten-year validity, and no share options were granted or remained outstanding during the nine months ended December 31, 2021, up to the report date - The Company adopted a share option scheme on September 26, **2016**, by shareholder resolution, with a validity period of **ten** years [97](index=97&type=chunk) - No share options were granted or remained outstanding during the nine months ended December 31, 2021, and up to the date of this report [97](index=97&type=chunk) [Share Awards](index=30&type=section&id=%E8%82%A1%E4%BB%BD%E5%A5%96%E5%8A%B1) Details of the Group's share awards are provided in Note 11 to the condensed consolidated financial statements - Details of the Group's share awards are set out in Note **11** to the condensed consolidated financial statements [99](index=99&type=chunk) [Corporate Governance](index=30&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB) This section outlines the Company's adherence to corporate governance standards, including compliance, directors' securities transactions, competing interests, loan agreements, and the composition and responsibilities of the Audit Committee and Board of Directors [Corporate Governance Compliance](index=30&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%90%88%E8%A7%84) The Company complied with GEM Listing Rules 17.22 and 17.24, providing no advances to entities or affiliates, and the Board confirmed the Group's compliance with the Corporate Governance Code in Appendix 15 of the GEM Listing Rules for the nine months ended December 31, 2021 - The Company complied with Rules **17.22** and **17.24** of the GEM Listing Rules, having provided no advances to any entities or affiliates [100](index=100&type=chunk) - The Company's substantial shareholders have not pledged any of their shares [100](index=100&type=chunk) - The Board is satisfied that the Group complied with the code provisions of the Corporate Governance Code set out in Appendix **15** to the GEM Listing Rules for the nine months ended December 31, 2021 [100](index=100&type=chunk) [Directors' Securities Transactions](index=30&type=section&id=%E8%91%A3%E4%BA%8B%E8%AF%81%E5%88%B8%E4%BA%A4%E6%98%93) The Company adopted the dealing standards in GEM Listing Rules 5.48 to 5.67 as the code of conduct for directors' securities transactions, and all directors confirmed compliance during the nine months ended December 31, 2021, and up to the report date - The Company adopted the dealing standards set out in Rules **5.48** to **5.67** of the GEM Listing Rules as the code of conduct for directors' securities transactions [101](index=101&type=chunk) - Following enquiry, each Director confirmed compliance with the required dealing standards throughout the nine months ended December 31, 2021, and up to the date of this report, with no non-compliance incidents [101](index=101&type=chunk) [Competing Interests](index=30&type=section&id=%E7%AB%9E%E4%BA%89%E6%9D%83%E7%9B%8A) As of December 31, 2021, no directors, substantial shareholders, or their respective associates held any interests in businesses that directly or indirectly compete or may compete with the Group's business - As of December 31, 2021, no directors, substantial shareholders of the Company, or their respective associates had any interests in businesses that directly or indirectly compete or may compete with the Group's business [102](index=102&type=chunk) [Loan Agreement with Covenants Relating to Specific Performance by Controlling Shareholder](index=30&type=section&id=%E9%99%84%E6%9C%89%E4%B8%8E%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E7%89%B9%E5%AE%9A%E5%B1%A5%E7%BA%A6%E7%9B%B8%E5%85%B3%E5%A5%91%E7%BA%A6%E7%9A%84%E8%B4%B7%E6%AC%BE%E5%8D%8F%E8%AE%AE) The Group entered into a loan agreement with Dah Sing Bank Limited, which includes covenants requiring Mr. Yip Tin Chi, the controlling shareholder, to remain as Chairman and maintain control over management and operations, with his beneficial interest in the Company to be no less than 60.0% - The Group entered into a loan agreement with Dah Sing Bank Limited for a **HK$60,000,000** revolving loan facility [103](index=103&type=chunk) - The loan agreement requires Mr. Yip to remain as Chairman of the Board and continue to control the Company's management and business [103](index=103&type=chunk) - Mr. Yip's beneficial interest in the Company shall remain no less than **60.0%** [103](index=103&type=chunk) [Audit Committee](index=31&type=section&id=%E5%AE%A1%E6%A0%B8%E5%A7%94%E5%91%98%E4%BC%9A) The Audit Committee, comprising three independent non-executive directors chaired by Mr. Chan Sun Kwong, is responsible for reviewing and overseeing the Group's financial reporting, risk management, and internal control systems, and has reviewed the unaudited consolidated results for the nine months ended December 31, 2021 - The Audit Committee is established in accordance with the GEM Listing Rules and the Corporate Governance Code, comprising **three** independent non-executive directors, with Mr. Chan Sun Kwong as Chairman [105](index=105&type=chunk) - Its primary responsibilities include reviewing and overseeing financial reporting procedures, risk management, and internal control systems, as well as monitoring continuing connected transactions [105](index=105&type=chunk) - The Audit Committee has reviewed the Group's unaudited consolidated results for the nine months ended December 31, 2021, and confirmed their preparation in compliance with applicable accounting principles and requirements [105](index=105&type=chunk) [Board of Directors](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A) As of the report date, the Board of Directors comprises three executive directors (Mr. Yip Tin Chi, Mr. Tsang Hon Pui, Ms. Leung Cheuk Yin) and three independent non-executive directors (Mr. Chiu Tin Yuk, Mr. Chan Sun Kwong, Mr. Lee Shu Yuen) - The Board of Directors includes executive directors Mr. Yip Tin Chi, Mr. Tsang Hon Pui, and Ms. Leung Cheuk Yin [106](index=106&type=chunk) - The Board of Directors includes independent non-executive directors Mr. Chiu Tin Yuk, Mr. Chan Sun Kwong, and Mr. Lee Shu Yuen [106](index=106&type=chunk)

Financial Performance - The company recorded unaudited revenue of approximately HKD 25,800,000 for the six months ended September 30, 2021, a decrease of about 7.1% compared to HKD 27,800,000 for the same period in 2020[5]. - The reported and underlying profit for the first half of the fiscal year 2022 was approximately HKD 3,700,000, an improvement from a reported net loss of approximately HKD 500,000 in the first half of fiscal year 2021[5]. - Basic and diluted earnings per share for the first half of fiscal year 2022 were HKD 0.41, compared to HKD 0.54 for the same period in fiscal year 2021[5]. - The net profit for the second quarter of fiscal year 2022 was HKD 1,754,000, compared to a net loss of HKD 2,399,000 in the second quarter of fiscal year 2021[9]. - Total income for the first half of fiscal year 2022 was HKD 25,820,000, while total income for the first half of fiscal year 2021 was HKD 27,782,000[9]. - The company reported a total comprehensive income of HKD 531,000 for the first half of fiscal year 2022, compared to HKD 7,183,000 for the same period in fiscal year 2021[13]. - The company reported a total comprehensive income of HKD 465,635 thousand for the period ending September 30, 2021, compared to HKD 464,163 thousand for the previous period, indicating a marginal increase[19]. - The company reported a basic profit of approximately HKD 3,700,000 for the first half of fiscal year 2022, down from approximately HKD 4,800,000 in the same period of fiscal year 2021[117]. - The adjusted profit for the first half of the fiscal year 2022 was HKD 3,742,000, a decrease of approximately 22.7% compared to HKD 4,838,000 in the first half of the fiscal year 2021, primarily due to reduced income from corporate financing and consulting services[130][131]. Dividends - The company did not recommend the payment of any interim dividend for the first half of fiscal year 2022[6]. - The company did not recommend any interim dividend for the first half of fiscal year 2022, compared to an interim dividend of HKD 0.001 per share in the first half of the previous year[59]. - The board did not recommend any interim dividend for the first half of the fiscal year 2022[141]. Expenses and Costs - Administrative and operating expenses for the first half of fiscal year 2022 were HKD 11,441,000, down from HKD 12,922,000 in the first half of fiscal year 2021[9]. - The total employee costs, excluding directors' remuneration, were HKD 4,778,000 for the first half of fiscal year 2022, down 20.5% from HKD 6,010,000 in the same period last year[56]. - Property expenses decreased by approximately 7.0% to about HKD 6,400,000 in the first half of fiscal year 2022, mainly due to reduced maintenance costs and the absence of agency fees for Hong Kong rental properties[126]. - The financial costs for the first half of fiscal year 2022 amounted to HKD 2,212,000, a decrease of 8% from HKD 2,405,000 in the first half of the previous year[53]. - The company's employee costs decreased due to a reduction in overall headcount, which partially offset the decline in revenue[119]. Assets and Liabilities - As of September 30, 2021, total non-current assets amounted to HKD 667,927 thousand, a slight decrease from HKD 671,988 thousand as of March 31, 2021, reflecting a 0.5% decline[15]. - Current assets totaled HKD 38,790 thousand as of September 30, 2021, down from HKD 41,490 thousand as of March 31, 2021, indicating a decrease of approximately 6.5%[15]. - Total liabilities decreased from HKD 81,296 thousand as of March 31, 2021, to HKD 78,722 thousand as of September 30, 2021, representing a reduction of about 3.2%[15]. - The company's equity attributable to owners increased slightly from HKD 449,634 thousand as of March 31, 2021, to HKD 450,571 thousand as of September 30, 2021, showing a growth of 0.2%[17]. - Non-current liabilities decreased from HKD 168,019 thousand to HKD 162,360 thousand, reflecting a decline of approximately 3.9%[17]. - Total assets as of September 30, 2021, were HKD 706,717,000, a slight decrease from HKD 713,478,000 as of March 31, 2021[47]. - Total liabilities as of September 30, 2021, were HKD 241,082,000, down from HKD 249,315,000 as of March 31, 2021[47]. - The group's current assets as of September 30, 2021, were HKD 38,790,000, while current liabilities were HKD 78,722,000, resulting in a current ratio of 0.5[133]. - The capital debt ratio decreased from approximately 43.5% as of March 31, 2021, to approximately 41.4% as of September 30, 2021, mainly due to net repayments of existing loans amounting to about HKD 8,200,000[136]. Cash Flow - For the first half of the fiscal year 2022, the net cash generated from operating activities was HKD 10,960,000, compared to HKD 9,954,000 in the same period of fiscal year 2021, representing an increase of approximately 10.1%[26]. - The net cash used in investing activities for the first half of fiscal year 2022 was HKD (486,000), a significant improvement from HKD (1,854,000) in the first half of fiscal year 2021[26]. - The net cash used in financing activities increased to HKD (10,513,000) in the first half of fiscal year 2022, compared to HKD (7,904,000) in the same period of fiscal year 2021, indicating a rise of approximately 33%[26]. - As of the end of the first half of fiscal year 2022, cash and cash equivalents decreased to HKD 35,984,000 from HKD 40,979,000 at the end of the first half of fiscal year 2021, reflecting a decline of about 12.1%[26]. - The total cash and cash equivalents at the beginning of the period were HKD 36,640,000, which was impacted by a foreign exchange loss of HKD (617,000)[26]. - The group recorded a foreign exchange loss of approximately HKD 2,700,000 for the first half of the fiscal year 2022, compared to a foreign exchange gain of approximately HKD 9,100,000 in the same period of the previous year[144]. Revenue Sources - Revenue from corporate financing and consulting services for the second quarter of the fiscal year 2022 was HKD 3,812,000, a decrease of 16% compared to HKD 4,540,000 in the same period of the previous year[34]. - Total rental income from investment properties for the second quarter of the fiscal year 2022 was HKD 9,262,000, down 5.9% from HKD 9,845,000 in the same quarter of the previous year[35]. - Net rental income for the first half of the fiscal year 2022 was HKD 12,332,000, compared to HKD 12,857,000 in the first half of the previous year, reflecting a decrease of 4.1%[35]. - The company's self-investment income fell by approximately 5.1% to about HKD 18,700,000 in the first half of fiscal year 2022, attributed to a decrease in the occupancy rate of the Japanese property portfolio and recent depreciation of the yen[116]. - The rental income from the Japanese property portfolio decreased, primarily due to a decline in occupancy rates and recent yen depreciation[123]. - Other income fell from approximately HKD 1,400,000 in the first half of fiscal year 2021 to about HKD 60,000 in the first half of fiscal year 2022, mainly due to the absence of government subsidies under the employment support scheme[124]. Shareholder Information - As of September 30, 2021, Mr. Ye holds a total of 558,450,000 shares, representing approximately 69.5% of the company's issued share capital[158]. - Mr. Ye is a trust beneficiary with 557,200,000 shares, accounting for 69.4% of the company's issued share capital[158]. - KHHL, through its wholly-owned subsidiary Flying Castle Limited, is deemed to hold 557,200,000 shares in the company, representing 69.4% of the issued share capital[158]. - Ms. Chen, as the founder of the trust, holds 557,200,000 shares and an additional 1,250,000 shares, totaling 69.4% and 0.2% respectively[158]. - Yuanta Asia Investment Limited holds 44,250,000 shares, which is approximately 5.5% of the company's issued share capital[158]. - The total number of shares held by Mr. Zeng is 22,400,000, which represents 2.8% of the company's issued share capital[158]. - Ms. Liang holds 9,400,000 shares, accounting for 1.2% of the company's issued share capital[158]. - The company has no disclosed interests or positions held by directors or senior management in any of its subsidiaries or associated companies as of September 30, 2021[156]. - The company has no other disclosed interests or positions held by major shareholders or other individuals in the company's shares or related securities as of September 30, 2021[158]. Corporate Governance - The company has complied with the corporate governance code as per GEM listing rules during the first half of the 2022 financial year[170]. - The audit committee, composed of three independent non-executive directors, reviewed the group's unaudited consolidated results for the first half of the 2022 financial year[175]. - The company has not provided any loans to any entities or associated companies[170]. - The company has not received any notifications of non-compliance from directors during the reporting period[171]. - The company maintained the public float required by GEM listing rules throughout the first half of the 2022 financial year[164]. - No share options were granted during the first half of the 2022 financial year, and there were no unexercised share options as of September 30, 2021[167]. Financing Activities - The group obtained secured bank loans of HKD 30,000,000 in the first half of the 2022 fiscal year, compared to HKD 19,864,000 in the same period of the previous year, marking an increase of about 51.4%[79]. - The group repaid approximately HKD 38,152,000 of secured bank loans in the first half of the 2022 fiscal year, up from HKD 24,182,000 in the same period of the previous year, representing an increase of about 57.8%[79]. - The group entered into a financing agreement with Dah Sing Bank for a revolving loan of HKD 60,000,000 for investment and working capital purposes[174].

Financial Performance - For the first quarter of the fiscal year 2022, Altus Holdings Limited reported unaudited revenue of approximately HKD 12,700,000, a decrease of about 4.9% compared to HKD 13,400,000 in the same period of the previous year[4]. - The group recorded a reported and underlying net profit of approximately HKD 2,000,000 for the first quarter of fiscal year 2022, compared to HKD 1,900,000 in the first quarter of fiscal year 2021, indicating a slight improvement in profitability[4]. - The total comprehensive income for the first quarter of fiscal year 2022 was HKD 1,541,000, compared to HKD 2,893,000 in the same period of the previous year[12]. - The group’s pre-tax profit for the first quarter of fiscal year 2022 was HKD 3,126,000, slightly up from HKD 3,028,000 in the first quarter of fiscal year 2021[8]. - The total comprehensive income for the period was HKD 1,636,000, showing a consistent performance[16]. - For the first quarter of the fiscal year 2022, the profit attributable to the company's owners was HKD 1,756,000, compared to HKD 1,636,000 in the same period of the previous year, representing an increase of approximately 7.35%[59]. Revenue Breakdown - Revenue from corporate finance and other consulting services for Q1 2022 was HKD 3,265,000, a decrease of 6.5% from HKD 3,494,000 in Q1 2021[35]. - Total rental income from investment properties for Q1 2022 was HKD 9,481,000, down 4.3% from HKD 9,903,000 in Q1 2021[36]. - Revenue from self-investment activities contributed approximately 74.4% of total revenue in the first quarter of fiscal year 2022[81]. - The total revenue for the consulting and advisory segment in Q1 2022 was HKD 3,265,000, compared to HKD 3,494,000 in Q1 2021[43]. - The self-operated investment segment generated revenue of HKD 9,481,000 in Q1 2022, down from HKD 9,903,000 in Q1 2021[43]. - Income from self-investment decreased by approximately 4.3% to about HKD 9,500,000, mainly due to a decline in occupancy rates[84]. Expenses and Costs - Employee costs decreased to approximately HKD 2,500,000 in the first quarter of fiscal year 2022 from approximately HKD 3,600,000 in the same period of the previous year, attributed to a reduction in overall headcount[4]. - The group’s financial costs decreased to HKD 1,037,000 in the first quarter of fiscal year 2022 from HKD 1,231,000 in the same period of the previous year[8]. - Total employee costs, excluding directors' remuneration, were HKD 2,466,000 for the first quarter of fiscal year 2022, down from HKD 3,600,000 in the same period last year, a decrease of approximately 31.39%[56]. - The company incurred a depreciation expense of HKD 261,000 for property, plant, and equipment in the first quarter of fiscal year 2022, down from HKD 292,000 in the same period last year, a decrease of approximately 10.62%[56]. Shareholder Information - Major shareholder Flying Castle Limited holds 557,200,000 shares, representing 69.4% of the company's issued share capital[96]. - KHHL, controlled by Ms. Chan and the Hecico 1985 Trust, also holds 557,200,000 shares, equating to 69.4%[96]. - Ms. He holds 1,250,000 shares in I Corporation, representing 20.0% ownership[99]. - Yuanta Asia Investment Limited owns 44,250,000 shares, accounting for 5.5% of the company[96]. Corporate Governance and Compliance - The company complies with GEM listing rules regarding corporate governance and has not provided any loans to related entities[108]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for Q1 of fiscal year 2022, ensuring compliance with applicable accounting principles[113]. - The company has adopted the trading regulations as per GEM Listing Rules sections 5.48 to 5.67, confirming compliance by all directors for the fiscal year 2022 Q1[109]. Market Outlook - The board anticipates continued weakness in the underwriting business due to a downturn in the overall market atmosphere for initial public offerings[86]. - The company expects that the value or income contribution from its property investment portfolio in Japan will not experience significant changes in the future[87].

Business Strategy and Operations - The company has restructured its consulting and advisory services, focusing on corporate finance and capital market services as core offerings [26]. - The investment services are particularly aimed at providing advice related to the Japanese real estate market, contributing to financial stability [26]. - The company has established a new entity and specialized platform, Altus.ST, to address specific market needs [26]. - The investment portfolio in Japan has provided reliable and stable contributions to the company's financial performance [26]. - The company acknowledges the efforts of its employees and Japanese partners in maintaining operations during challenging conditions [26]. - The company plans to continue identifying suitable opportunities to expand its investment portfolio [26]. - The company focused on expanding its investment in real estate and securities to generate rental and dividend income, aiming for capital gains [34]. - The company has temporarily shelved its property portfolio expansion strategy due to travel restrictions preventing due diligence, but will continue to seek investment opportunities in the market [85]. - The company aims to enhance awareness of its existing and new services among current and potential clients [80]. Financial Performance - Revenue for the fiscal year 2021 was HKD 59,266,000, a decrease of 0.7% from HKD 59,666,000 in fiscal year 2020 [29]. - Pre-tax profit increased significantly to HKD 11,790,000 in fiscal year 2021 from HKD 3,920,000 in fiscal year 2020, representing a growth of 200.5% [29]. - Basic profit attributable to owners of the company for fiscal year 2021 was HKD 6,294,000, compared to HKD 494,000 in fiscal year 2020, marking a substantial increase [29]. - Total assets as of March 31, 2021, were HKD 713,478,000, a slight decrease from HKD 730,309,000 in the previous year [31]. - Total liabilities decreased to HKD 249,315,000 in fiscal year 2021 from HKD 264,115,000 in fiscal year 2020, a reduction of 5.6% [31]. - Revenue from corporate finance and other consulting services was approximately HKD 19,600,000 in fiscal year 2021, down 10.8% from HKD 22,000,000 in fiscal year 2020 [35]. - The number of effective corporate finance projects decreased, leading to a reduction in sponsorship project revenue, which was HKD 5,203,000 in fiscal year 2021, down from HKD 10,829,000 in fiscal year 2020 [36]. - Financial advisory project revenue increased by 69.6% to approximately HKD 8,900,000 in fiscal year 2021, driven by an increase in project numbers and average fees [37]. - The total revenue for the fiscal year 2021 was approximately HKD 59,300,000, a slight decrease of about 0.7% compared to HKD 59,700,000 in the previous fiscal year [50]. - The income from corporate finance and other consulting services decreased from approximately HKD 22,000,000 in fiscal year 2020 to approximately HKD 19,600,000 in fiscal year 2021, a decline of about 10.8% [51]. - The group recorded dividend income and gains from the sale of financial assets of approximately HKD 100,000 and HKD 300,000, respectively, for the fiscal year 2021 [42]. - Annual profit increased from approximately HKD 1,500,000 in fiscal year 2020 to approximately HKD 7,100,000 in fiscal year 2021, primarily due to increased rental income and a reduction in administrative and operating expenses [60]. Assets and Liabilities - The net asset value remained stable at HKD 464,163,000 in fiscal year 2021 compared to HKD 466,194,000 in fiscal year 2020 [31]. - The average occupancy rate of the investment properties in Japan slightly decreased from 94.3% in fiscal year 2020 to 93.8% in fiscal year 2021 [52]. - Property expenses for the fiscal year 2021 were approximately HKD 13,600,000, a decrease from HKD 15,400,000 in fiscal year 2020 [52]. - The valuation of the group's investment property in Hong Kong was HKD 76,000,000 as of March 31, 2021 [42]. - The market value of the group's securities investment portfolio in Hong Kong was approximately HKD 1,200,000 as of March 31, 2021 [42]. - The total interest-bearing loans decreased from approximately HKD 217,800,000 as of March 31, 2020, to approximately HKD 201,800,000 as of March 31, 2021, reflecting regular loan principal repayments [72]. - The cash and bank balance as of March 31, 2021, was approximately HKD 34,800,000, down from HKD 39,400,000 as of March 31, 2020, with approximately HKD 25,900,000 held in Japanese yen [70]. - The capital-to-debt ratio improved to 43.5% as of March 31, 2021, from 46.7% as of March 31, 2020, due to a reduction in total interest-bearing loans [69]. - The net current liabilities as of March 31, 2021, were approximately HKD 39,800,000, compared to approximately HKD 38,600,000 as of March 31, 2020 [68]. Market Conditions and Outlook - The total fundraising amount in the Hong Kong stock market reached HKD 416 billion in the first five months of 2021, with HKD 184 billion coming from initial public offerings (IPOs), representing over 7 times and about 3 times the fundraising amounts in the same period of 2020, respectively [80]. - The number of IPOs decreased from 55 in the first five months of 2020 to 39 in the same period of 2021, indicating a trend that may continue in the short term, affecting the company's underwriting business focused on small and medium enterprises [80]. - The actual rent in the Central business district of Hong Kong decreased by 14.1% year-on-year and 1.1% month-on-month as of April 2021, which may exert downward pressure on the value of the company's investment properties [82]. - The company expects rental income to remain stable in the upcoming fiscal year, contributing to improved profitability, with no significant changes anticipated in the value of the property portfolio [85]. - The company has adopted a cautious outlook for its advisory and consulting business segment for the next fiscal year due to the ongoing uncertainties caused by the COVID-19 pandemic [80]. - The board believes that despite the ongoing pandemic, the global economy and financial markets have stabilized, but the outlook for the company's two business segments remains uncertain [86]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring strong independence in decision-making [96]. - The audit committee is composed entirely of independent non-executive directors, with a focus on financial reporting and risk management [103]. - The remuneration committee held two meetings in the fiscal year to review the compensation policies for directors and senior management [107]. - The nomination committee is responsible for evaluating the board's structure and identifying suitable candidates for board membership [108]. - The company has not appointed a CEO, with the chairman leading the board and overseeing daily operations [96]. - The board regularly reviews corporate governance policies and practices, expressing satisfaction with the effectiveness achieved in the fiscal year [101]. - Independent non-executive directors have confirmed their independence in accordance with GEM listing rules [99]. - The audit committee reviewed financial statements for the fiscal year and provided recommendations on external auditor appointments [103]. - The remuneration committee is tasked with establishing a transparent process for performance-related pay [104]. - The company has established three committees to oversee specific aspects of governance, ensuring adequate resources and authority [100]. - The board of directors held a total of 8 meetings in the fiscal year 2021, with all directors attending all meetings [117]. - The total remuneration paid to auditors for the fiscal year 2021 amounted to HKD 803,000, including HKD 700,000 for audit services and HKD 103,000 for non-audit services [126]. - The company has adopted a board diversity policy, recognizing the benefits of a diverse skill set, experience, and perspectives among board members [112]. - The company secretary has complied with the relevant training requirements under GEM Listing Rule 5.15 during the fiscal year 2021 [121]. - The company has a total of 7 senior management personnel, with 3 earning between HKD 0 to 1,000,000, 3 earning between HKD 1,000,001 to 2,000,000, and 1 earning above HKD 2,000,000 [130][132]. - The nomination committee held one meeting in the fiscal year 2021 to review the re-election of directors and assess the independence of non-executive directors [110]. - The board is satisfied with the contributions made by directors during the fiscal year 2021 [112]. - The company continues to adopt a going concern basis in preparing its consolidated financial statements, with no significant uncertainties identified as of March 31, 2021 [132]. - The company has implemented continuous professional development for all directors to ensure they remain informed and can contribute effectively to the board [120]. - The company will have one executive director and one independent non-executive director retiring and seeking re-election at the upcoming annual general meeting [113]. Risk Management - The board is responsible for maintaining a sound and effective risk management and internal control system to protect shareholders' interests [143]. - An independent internal control consultant has been appointed to review the effectiveness of the internal control system and perform internal audit functions [143]. - The company has established a series of risk management policies and measures to identify key risks associated with its business, industry, and market [143]. - The board will continue to regularly evaluate and review the effectiveness of the risk management and internal control systems [143]. Shareholder Relations - The company maintains a balanced dividend policy to ensure sufficient capital for business development while rewarding shareholders [137]. - The company’s annual general meeting provides a platform for communication between the board and shareholders [136]. - Shareholders holding at least 10% of the voting rights can request a special general meeting to discuss specific matters [136]. - The company’s website provides updated information regarding the group for effective communication with shareholders [136]. - The board considers various factors, including the group's financial condition and future cash needs, when deciding on dividend payments [137]. Management Team - Mr. Zeng has been with the group since February 2001, overseeing overall operations, strategic direction, and business development [153]. - Ms. Liang has over 30 years of experience in corporate finance consulting and has held executive positions in several Hong Kong listed companies [154]. - Mr. Zhao serves as the chairman of the nomination committee and is a member of the audit and remuneration committees [157]. - Mr. Chen has over 25 years of experience in accounting, auditing, banking, and corporate secretarial roles [158]. - Mr. Li has over 20 years of experience in real estate, corporate finance, investment, and management [161]. - The group has multiple subsidiaries with various directors overseeing operations and compliance matters [156]. - The management team is composed of experienced professionals with backgrounds in investment banking and real estate [160]. - The company maintains independence among its board members and senior management [162]. - The management team is actively involved in strategic planning and business development initiatives [154]. Business Operations - The main business of the company remains investment holding, providing corporate finance and other consulting services, as well as proprietary investments [174]. - The company maintains good relationships with customers, suppliers, and employees, ensuring regular reviews of employee compensation [180]. - The company is registered in the Cayman Islands, with its main operating location in Central, Hong Kong [175]. - The company has not reported any significant changes in the nature of its main business during the fiscal year 2021 [174]. - The company’s financial performance, assets, and liabilities summary for the last five years are detailed in the financial summary section of the annual report [181]. - The company’s property, plant, and equipment changes for the fiscal year 2021 are detailed in the audited consolidated financial statements [182]. - The company’s properties held as of March 31, 2021, are detailed on pages 140 to 142 of the annual report [183]. - The company’s management team includes experienced professionals with backgrounds in finance and investment management [166][167][168]. - The fair value change of investment properties was approximately HKD 4,065,000, which has been deducted from the consolidated profit and loss and other comprehensive income statement [184]. - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the fiscal year [191]. - The company did not purchase, sell, or redeem any of its listed shares during the fiscal year [190]. - As of March 31, 2021, the company had no distributable reserves available for distribution to shareholders [189]. - There were no major contracts entered into by the group related to its business that involved significant interests held by directors or related entities during the fiscal year [198]. - The company has maintained its independent non-executive directors' independence confirmations as per GEM Listing Rules [193]. - The service contracts for executive directors are effective for an initial period of three years from the listing date, with a notice period of three months for termination [196]. - The company has purchased insurance for potential legal proceedings against directors during the fiscal year [197]. - The company has not disclosed any significant changes in reserves during the fiscal year [187]. - Details regarding changes in the company's share capital during the fiscal year are available in the audited consolidated financial statements [186].

Financial Performance - The company recorded unaudited revenue of approximately HKD 44,800,000 for the nine months ended December 31, 2020, a decrease of about 3.0% compared to HKD 46,200,000 for the same period in 2019[6]. - Other income decreased from approximately HKD 5,200,000 for the nine months ended December 31, 2019, to approximately HKD 1,900,000 for the same period in 2020, primarily due to a one-time insurance compensation of HKD 2,500,000 in 2019[6]. - The company reported a basic underlying profit of approximately HKD 8,500,000 for the nine months ended December 31, 2020, compared to HKD 4,700,000 for the same period in 2019[7]. - The reported profit for the nine months ended December 31, 2020, was approximately HKD 1,100,000, down from HKD 4,700,000 for the same period in 2019[7]. - Basic and diluted earnings per share for the nine months ended December 31, 2020, were HKD 0.0099 and HKD 0.0098, respectively, compared to HKD 0.0050 for the same period in 2019[9]. - The company reported a profit before tax of HKD 4,208,000 for the nine months ended December 31, 2020, down from HKD 7,860,000 for the same period in 2019[12]. - The company’s total profit for the nine months ended December 31, 2020, was HKD 1,147,000, compared to HKD 4,657,000 for the same period in 2019[12]. - The profit for the period was HK$1,671,000, compared to HK$1,189,000 in the third quarter of 2020, reflecting a growth of 40.49%[16]. - The company reported a basic underlying earnings per share of HK$0.45, compared to HK$0.13 in the previous year, indicating a substantial increase of 246.15%[14]. - The company’s total comprehensive income attributable to owners was HK$9,265,000, compared to a loss of HK$3,502,000 in the same period last year[16]. Revenue and Income Sources - Total revenue for the nine months ended December 31, 2020, was HK$466,194,000, compared to HK$451,774,000 for the same period in 2019, showing a growth of 3.06%[18]. - Revenue for Q3 2021 was HKD 17,053,000, an increase from HKD 15,538,000 in Q3 2020, representing a growth of 9.7%[33]. - Corporate finance service revenue for Q3 2021 was HKD 6,912,000, compared to HKD 6,321,000 in Q3 2020, reflecting an increase of 9.3%[33]. - Rental income from investment properties for Q3 2021 was HKD 10,141,000, up from HKD 9,217,000 in Q3 2020, marking a growth of 10.0%[33]. - The total rental income from investment properties for the nine months ended December 31, 2020, was HKD 29,889,000, compared to HKD 28,374,000 in the same period of 2019, an increase of 5.3%[43]. - The company’s property investment income increased by approximately 10.0% to about HKD 10,100,000 in the third quarter of fiscal year 2021, compared to HKD 9,200,000 in the same period of fiscal year 2020[77]. Expenses and Costs - Administrative and operating expenses decreased from HKD 28,153,000 for the nine months ended December 31, 2019, to HKD 20,537,000 for the same period in 2020[12]. - Total employee costs, excluding directors' remuneration, were 2,905,000 HKD in Q3 2021, down from 3,815,000 HKD in Q3 2020, reflecting a decrease of approximately 23.8%[55]. - The company recognized other income of 457,000 HKD in Q3 2021, compared to 1,560,000 HKD in the same period last year, representing a decline of about 70.7%[47]. - The financial cost for Q3 2021 was 1,122,000 HKD, slightly down from 1,169,000 HKD in Q3 2020, showing a decrease of approximately 4%[51]. - The income tax expense for Q3 2021 totaled 733,000 HKD, compared to 362,000 HKD in Q3 2020, marking an increase of about 102%[51]. Shareholder Information - The major shareholder, Flying Castle Limited, holds 557,200,000 shares, accounting for 69.65% of the company's issued share capital[91]. - Mr. Ye is a trustee beneficiary of 557,200,000 shares, which constitutes 69.65% of the company's issued share capital[91]. - The total shares held by major shareholders and related parties indicate a significant concentration of ownership within the company[91]. - The company has not engaged in any arrangements allowing directors or executives to benefit from purchasing shares during the nine months ending December 31, 2020[89]. - The company maintains compliance with the Securities and Futures Ordinance regarding the disclosure of interests and holdings[88]. Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, reviewed the group's unaudited consolidated results for the nine months ended December 31, 2020[110]. - The company confirmed compliance with the corporate governance code during the nine months ended December 31, 2020[105]. - The company has not provided any advances to any entities or associated companies as per GEM listing rules[105]. - The main shareholders have not pledged any shares held in the company as of December 31, 2020[105]. Market Outlook and Strategy - The company plans to continue expanding its market presence and investing in new product development to drive future growth[17]. - The company anticipates a weak IPO market for small and medium-sized enterprises in Hong Kong, which may lead to lower income contributions from IPO sponsorship activities[81]. - The overall vacancy rate for Grade A office space in Hong Kong increased from 6.0% in December 2019 to 8.9% in December 2020, with average monthly rents decreasing by 18.9% during the same period[82]. - The company expects the residential occupancy rate in Japan to remain stable unless other adverse events occur, while maintaining vigilance towards potential market changes[83].

Altus Holdings Limited 浩德控股有限公司 於開曼群島註冊成立之有限公司 股份代號 : 8149 2021 財政年度中期報告 getherness == एक बुटता Saamhorien 香港聯合交易所有限公司（「聯交所」）GEM特色 GEM之定位乃為較其他於聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市市 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。 由於GEM上市公司一般為中小型公司，於GEM買賣的證券可能會較於主板買賣的證券承受較 大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通量的市場。 本報告（浩德控股有限公司（「本公司」）各董事（「董事」）共同及個別對此負全責）乃遵照聯交所 GEM證券上市規則（「GEM上市規則」）的規定而提供有關本公司的資料。董事經作出一切合理 查詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面均屬準確及完整，且無誤導 或欺詐成分；及並無遺漏任何事項致使本報告或其所載任何陳述產生誤導。 1 浩德控股有限公司 • 二零二一財政年度中期報告 財務摘要 － 本公司及其附屬公司（統稱「本集團」） ...

Financial Performance - For the first quarter of the fiscal year 2021, the company reported unaudited revenue of approximately HKD 13,400,000, a decrease of about 18.8% compared to HKD 16,500,000 in the first quarter of the fiscal year 2020[6]. - The company recorded a reported and underlying net profit of approximately HKD 1,900,000 for the first quarter of fiscal year 2021, compared to HKD 200,000 in the same period of fiscal year 2020[6]. - Basic and diluted earnings per share for the first quarter of fiscal year 2021 were HKD 0.20, compared to a loss of HKD 0.01 in the first quarter of fiscal year 2020[12]. - The company’s pre-tax profit for the first quarter of fiscal year 2021 was HKD 3,028,000, compared to HKD 1,220,000 in the first quarter of fiscal year 2020[10]. - The net profit attributable to the owners of the company for the first quarter of fiscal year 2021 was HKD 1,636,000, compared to a loss of HKD 101,000 in the first quarter of fiscal year 2020[10]. - The profit for the period was HKD 1,875,000, a significant increase from a profit of HKD 162,000 in the first quarter of the fiscal year 2020[14]. - The total comprehensive income amounted to HKD 2,893,000, compared to HKD 8,439,000 in the same period of the previous year, representing a decrease of approximately 65.7%[14]. Revenue Breakdown - The total revenue for the first quarter of the fiscal year 2021 was HKD 13,397,000, a decrease of 18.5% compared to HKD 16,494,000 in the first quarter of the fiscal year 2020[36]. - Revenue from corporate finance services was HKD 3,494,000, down 50.7% from HKD 7,145,000 in the previous year[46]. - Income from property investment increased by approximately 5.9% to about HKD 9,900,000 in the first quarter of the fiscal year 2021, compared to approximately HKD 9,300,000 in the same period of the previous year[74]. - Revenue from corporate finance services decreased by approximately 51.1% in the first quarter of the fiscal year 2021, primarily due to a drop in revenue from sponsorship services from about HKD 4,400,000 to approximately HKD 700,000[72]. Cost Management - The reduction in director remuneration and employee costs to approximately HKD 4,300,000 in the first quarter of fiscal year 2021, down from HKD 8,700,000 in the first quarter of fiscal year 2020, contributed to improved profitability[6]. - Total administrative and operating expenses decreased to HKD 6,639,000 in the first quarter of fiscal year 2021 from HKD 11,466,000 in the first quarter of fiscal year 2020[10]. - Total employee costs, excluding directors' remuneration, decreased to HKD 3,600,000 in the first quarter of fiscal year 2021 from HKD 4,053,000 in the same period last year, representing a reduction of approximately 11.2%[54]. - The company incurred property expenses of approximately HKD 3,000,000 in the first quarter of the fiscal year 2021, a decrease from about HKD 5,100,000 in the first quarter of the fiscal year 2020[74]. Dividends and Shareholder Information - The board of directors does not recommend the payment of any interim dividend for the first quarter of fiscal year 2021[7]. - The company did not declare or pay any dividends during the first quarter of fiscal year 2021, consistent with the previous year[55]. - Major shareholder Flying Castle Limited holds 557,200,000 shares, representing 69.6% of the company's issued share capital[93]. - Yuanta Asia Investment Limited owns 44,250,000 shares, accounting for 5.5% of the company's issued share capital[93]. Strategic Focus and Future Outlook - The company is focused on enhancing its investment strategies and exploring new market opportunities to improve future performance[14]. - The financial results indicate a need for strategic adjustments to address the decline in comprehensive income and enhance profitability moving forward[14]. - The company anticipates that its corporate finance service transaction volume will continue to be affected by uncertainties stemming from the COVID-19 pandemic and escalating tensions between the US and China, along with increased market competition[79]. - Despite the impact of the COVID-19 pandemic, residential rental rates and occupancy rates in Japan have remained relatively stable, and this trend is expected to continue[80]. Operational Metrics - The occupancy rate of the property portfolio in Japan remained stable at approximately 94.1% in the first quarter of the fiscal year 2021, compared to about 95.7% in the same period of the previous year[74]. - The company has a total of 26 investment properties in Hong Kong and 1 commercial unit in the first quarter of the fiscal year 2021[74]. - The company recorded a net foreign exchange gain of HKD 1,000 in the first quarter of fiscal year 2021, compared to a gain of HKD 122,000 in the same period last year[54]. Corporate Governance - The company has complied with the corporate governance code as per GEM listing rules[107]. - The audit committee has been established in accordance with GEM Listing Rules and consists of three independent non-executive directors, with Mr. Chen serving as the chairman[114]. - The audit committee's main responsibilities include reviewing and supervising the company's financial reporting processes and risk management systems[114].