Financial Performance - For the three months ended March 31, 2021, the company reported revenue of HKD 6,596,000, a decrease of 52.7% compared to HKD 13,967,000 for the same period in 2020[8] - The gross profit for the same period was HKD 5,044,000, down 30.8% from HKD 7,295,000 year-over-year[8] - The company recorded a loss before tax of HKD 4,435,000, compared to a profit of HKD 5,613,000 in the previous year[8] - The net loss attributable to equity holders was HKD 4,606,000, compared to a profit of HKD 1,963,000 in the same quarter of 2020[8] - Total comprehensive income for the period was HKD (4,577,000), a significant decline from HKD 1,459,000 in the prior year[10] - The company reported a basic loss per share of HKD (0.003) for the quarter, compared to earnings per share of HKD 0.005 in the same quarter of the previous year[8] - The company incurred a financing cost of HKD 2,766,000 and unallocated corporate expenses of HKD 3,270,000, leading to a pre-tax loss of HKD 4,435,000[30] - The company incurred a share-based payment expense of approximately HKD 1,000,000 during the period, contributing to the overall loss[95] - The company reported a loss attributable to equity holders of approximately HKD 4,600,000, compared to a profit of HKD 2,000,000 for the same period in 2020, resulting in a basic and diluted loss per share of approximately HKD 0.003[95] Revenue Breakdown - Financial services segment generated revenue of HKD 3,549,000, down 26.7% from HKD 4,845,000 year-over-year[26] - Corporate consulting segment revenue was HKD 1,297,000, a decline of 26.6% from HKD 1,768,000 in the previous year[26] - Trade business revenue decreased significantly to HKD 1,750,000, down 76.2% from HKD 7,354,000 in Q1 2020[26] - The financial services segment generated revenue of approximately HKD 3,500,000, down from HKD 4,800,000 in the previous year, with segment profit decreasing to HKD 1,800,000 from HKD 2,600,000[97] - The corporate advisory services segment produced revenue of approximately HKD 1,300,000, a decline from HKD 1,800,000 in the prior year, resulting in a segment loss of HKD 20,000 compared to a profit of HKD 400,000[100] - The trading business reported revenue of approximately HKD 1,800,000, down from HKD 7,400,000 in the previous year, with a segment loss of HKD 30,000 compared to a profit of HKD 20,000[102] Assets and Liabilities - As of March 31, 2021, total assets amounted to HKD 92,049,000, down from HKD 108,198,000 as of December 31, 2020[12] - Current liabilities totaled HKD 72,337,000, a decrease from HKD 88,429,000 at the end of the previous year[12] - The total liabilities decreased to HKD 149,550,000 from HKD 162,899,000, indicating improved financial stability[34] - The company’s equity attributable to owners was HKD (65,549,000), compared to HKD (62,783,000) at the end of 2020[14] - The total trade receivables as of March 31, 2021, amounted to 3,445,000 HKD, a significant decrease of 77% from 15,253,000 HKD as of December 31, 2020[66] - The total amount of loans receivable and interest, net of impairment losses, was 11,016,000 HKD as of March 31, 2021, slightly down from 11,032,000 HKD as of December 31, 2020[69] - The carrying amount of goodwill as of March 31, 2021, was 5,470,000 HKD, unchanged from the previous period[58] - The carrying value of right-of-use assets decreased to 2,544,000 HKD as of March 31, 2021, from 3,630,000 HKD as of December 31, 2020[64] Shareholder Information - The company’s major shareholder, Mr. Wang, controls 390,730,000 shares and has a total interest of 1,252,599,554 shares, representing 91.08% of the total issued shares[139] - The company’s rights issue aims to issue between 346,310,897 and 355,069,860 rights shares, depending on the exercise of options[126] - The group issued 1,048,802,876 shares at a subscription price of HKD 0.110 per share during the 2020 rights issue, raising approximately HKD 110,800,000 net[120] - A total of 52,000,000 share options were exercised during the three months ended March 31, 2021[124] - A total of 132,320,000 stock options were granted during the three months ending March 31, 2021, with 52,000,000 options exercised[132] Corporate Governance - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated first-quarter results and confirmed compliance with applicable accounting standards and GEM listing rules[156] - The company has established an audit committee to oversee quarterly, interim, and annual performance reviews, risk management, and internal control systems[154] - The company has committed to maintaining appropriate relationships with external auditors to ensure objective and credible financial reporting[156] - The company has applied the principles of the GEM Corporate Governance Code but deviated from the provision that the roles of chairman and CEO should be separate, as the same individual, Wang Xianshuo, holds both positions[153] Future Outlook - The company continues to explore new strategies for market expansion and product development to improve future performance[9] - The group plans to continue expanding its client base and exploring new opportunities in the fintech sector to leverage potential growth[107] - The group anticipates sustained demand for corporate governance services from Hong Kong listed issuers[108] - The retail business environment is expected to stabilize and improve in 2021 due to the availability of COVID-19 vaccines[109]

Financial Performance - The Group reported annual results for the year ended December 31, 2020, focusing on financial services, corporate consulting, trading, and information technology businesses[10]. - The loss for the year attributable to owners of the Company was approximately HK$71.7 million, a decrease from HK$84.1 million in 2019, with a basic and diluted loss per share of approximately HK$0.08 compared to HK$0.23 in 2019[11][31]. - Excluding the impairment loss on finance lease receivables, the net loss for the year ended 31 December 2020 would be approximately HK$19.7 million, significantly down from HK$36.0 million in 2019[12][32]. - For the year ended December 31, 2020, the Group recorded revenue of approximately HK$39.9 million, a decrease from HK$482.7 million in 2019[35]. - The net loss attributable to equity holders for the year was approximately HK$71.7 million, compared to a net loss of HK$84.1 million in 2019[35]. - The Group made an impairment provision of HK$78.0 million on finance lease receivables for the year ended December 31, 2020, slightly up from HK$77.5 million in 2019[40]. - The expected credit loss (ECL) rate for finance lease receivables was approximately 100% for the year ended December 31, 2020, compared to 48.86% in 2019[41]. Business Segments - The financial services segment includes securities brokerage, corporate finance advisory, asset management, money lending, and financial leasing[10]. - The financial services business recorded a turnover of approximately HK$21.8 million and a segment profit of approximately HK$4.5 million, compared to a turnover of HK$11.8 million and a segment loss of HK$11.2 million in 2019[13][33]. - The corporate finance advisory business generated a turnover of approximately HK$12.8 million and a segment profit of approximately HK$7.8 million, up from HK$1.3 million and a segment loss of HK$0.2 million in 2019[18][19]. - The asset management and advisory business achieved a turnover of approximately HK$7.7 million and a segment profit of HK$5.5 million, compared to HK$1.0 million and a segment loss of HK$2.2 million in 2019[20][21]. - The trading business revenue dropped to approximately HK$10.3 million from HK$462.0 million in 2019, with a segment loss of approximately HK$0.6 million compared to a loss of HK$2.9 million in 2019[24][25]. - The corporate consulting business recorded a turnover of approximately HK$7.7 million and a segment profit of approximately HK$1.2 million, down from HK$8.9 million and HK$2.6 million in 2019[22][23]. - The information technology business recorded nil revenue for the year ended December 31, 2020, with a segment loss of approximately HK$0.02 million[59]. Corporate Governance - The Group emphasizes the importance of corporate governance and has established various committees, including audit and remuneration committees[5]. - The Group's commitment to transparency and accuracy in reporting is highlighted in its compliance with GEM Listing Rules[3]. - The company has recognized the importance of transparency and accountability to shareholders, committing to good corporate governance practices[144]. - The company has complied with the applicable code provisions of the Corporate Governance Code, with some deviations noted, including the roles of chairman and chief executive being held by the same individual[145][146]. - The Board consists of six members, including three executive directors and three independent non-executive directors[168]. - The Company has adopted a revised set of Articles of Association, effective December 30, 2020, aligning with the Corporate Governance Code[154]. - The Board has the authority to appoint Directors to fill casual vacancies or as additions to the existing Board[176]. Legal Matters - The company was ordered to pay damages of HK$4.4 million to Mr. Au Kai To Karel, with costs of HK$100,000 also awarded against the company[90]. - The company has decided not to appeal the Court of Appeal's judgment regarding the payment of HK$4.4 million[90]. - The company has been involved in legal proceedings related to a winding-up petition, which was dismissed with costs payable by the petitioner[90]. - The company has a history of legal disputes dating back to 2015, with various court rulings impacting its financial obligations[89]. - The company has made provisions for the payment of the judgment sum in accordance with court orders[90]. Future Plans and Strategies - The Group aims to expand its market presence and enhance its service offerings in the financial sector[10]. - The Group plans to launch an open-ended Cayman Island mutual fund with initial assets under management of approximately US$50 million[20][21]. - The Group expects a significant increase in demand for governance-related services in the future[22][23]. - The Group plans to enhance revenue streams by exploring involvement in share placement activities within its securities brokerage services[71]. - The Group anticipates sustained demand for professional services related to corporate governance and compliance from Hong Kong listed issuers[73]. Financial Position - The Group recorded cash and bank balances of approximately HK$55.0 million as of 31 December 2020, an increase from approximately HK$47.1 million in 2019[92]. - The net current assets value was approximately HK$2.6 million in 2020, compared to net current liabilities of HK$128.5 million in 2019[92]. - The gearing ratio as of 31 December 2020 was approximately 0.69, slightly up from 0.66 in 2019, with total interest-bearing debts of approximately HK$74.7 million[92]. - The Company completed a rights issue on 22 June 2020, issuing 1,048,802,876 shares at HK$0.110 per share, raising net proceeds of approximately HK$110.8 million[92]. - Approximately HK$14.0 million of the proceeds for general working capital and future investment has not yet been utilized and is expected to be used within 6 months[93]. Management and Staff - The group employed 40 staff as of December 31, 2020, a slight decrease from 41 in 2019, with remuneration policies reviewed annually[128]. - The management team includes Mr. Wong Hin Shek, who has over 26 years of experience in investment banking and strategic investment in various industries[130]. - Mr. Cheung Wai Yin has over 21 years of experience in audit, business development, corporate finance, and financial management[131]. Risk Management - The reporting currency is Hong Kong dollars, with most transactions denominated in HK$ and RMB, exposing the group to exchange rate fluctuations for RMB[127]. - The company did not formally employ any hedging instruments or derivative products but will continue to monitor exchange rate risks closely[127].

Financial Performance - Revenue for the three months ended September 30, 2020, was HKD 12,483,000, a decrease from HKD 148,337,000 for the same period in 2019, representing a decline of approximately 91.6%[4] - Gross profit for the three months ended September 30, 2020, was HKD 9,636,000, compared to HKD 5,295,000 in the same period of 2019, indicating an increase of approximately 82.5%[4] - The net loss for the three months ended September 30, 2020, was HKD 5,030,000, an improvement from a net loss of HKD 7,038,000 in the same period of 2019, reflecting a reduction of approximately 28.5%[4] - For the nine months ended September 30, 2020, the company reported a net loss of approximately HKD 6,300,000, significantly reduced from a net loss of HKD 25,000,000 for the same period in 2019[81] - The net loss attributable to equity holders for the period was approximately HKD 58.1 million, compared to a net loss of HKD 23.4 million for the same period in 2019[97] Assets and Liabilities - Total assets as of September 30, 2020, were HKD 93,706,000, down from HKD 197,087,000 as of December 31, 2019, representing a decrease of approximately 52.6%[6] - The company reported a total liability of HKD 23,359,000 as of September 30, 2020, compared to HKD 78,506,000 as of December 31, 2019, indicating a reduction of approximately 70.3%[15] - The financial services segment reported assets of HKD 46,770,000 as of September 30, 2020, down from HKD 159,790,000 as of December 31, 2019, a decrease of approximately 70.7%[15] - The company's bank deposits and cash as of September 30, 2020, amounted to approximately HKD 44,523,000, compared to HKD 15,454,000 as of December 31, 2019[49] - The company’s trade payables from securities brokerage services amounted to HKD 5,452,000 as of September 30, 2020, down from HKD 58,665,000 as of December 31, 2019[69] Revenue Segmentation - The financial services segment generated revenue of approximately HKD 18.7 million, significantly up from HKD 5.4 million in the prior year, with a segment profit of HKD 7 million compared to a segment loss of HKD 0.6 million[98] - The corporate consulting business generated revenue of approximately HKD 6 million, slightly down from HKD 6.3 million in the previous year, with a segment profit of HKD 2.1 million compared to HKD 3.3 million[101] - The trading business reported revenue of approximately HKD 12 million, a significant decline from HKD 383.4 million in the prior year, resulting in a segment loss of HKD 0.2 million compared to a loss of HKD 2.4 million previously[101] - The company generated approximately HKD 10,100,000 in revenue from corporate finance consulting services for the nine months ended September 30, 2020, accounting for about 27.5% of total revenue[121] - The company’s investment management subsidiary generated approximately HKD 7,600,000 in revenue during the same period, having been appointed as the investment manager for a Cayman fund valued at USD 202,700,000[121] Corporate Actions and Strategies - The company aims to enhance its market presence and explore new strategies for growth in the upcoming quarters[26] - The company plans to continue developing its corporate financing consulting, asset management, and lending businesses, while exploring additional business opportunities[104] - The company launched Hong Kong's first micro-insurance platform, YAS, utilizing innovative technologies such as 5G, AI, blockchain, and data analytics[104] - The company completed a rights issue on June 22, 2020, raising a total of HKD 115.4 million, with HKD 104.9 million allocated to share premium after deducting issuance costs[94] - The company issued 1,048,802,876 shares in a rights issue based on a ratio of four shares for every one existing share held[141] Compliance and Governance - The company has maintained compliance with the corporate governance code as per GEM listing rules, with some deviations noted regarding the separation of roles between the chairman and CEO[185] - The company has three independent non-executive directors on its audit committee, ensuring compliance with GEM listing rules[188] - The company has not implemented a code of conduct for securities trading for its directors and related employees but adheres to the trading standards outlined in GEM listing rules[200] Risk Management - The company has not adopted any formal hedging instruments or derivatives to manage currency risk, despite exposure to RMB exchange rate fluctuations due to its financing leasing and IT businesses located in China[192] - The company is monitoring exchange rate risks closely, given that most transactions are conducted in HKD and RMB[192] - The expected credit loss ratio for finance lease receivables was assessed to be approximately 100%, based on the nature of the receivables and default probabilities[120] Shareholder Information - As of September 30, 2020, the major shareholder, Hui Long, holds 1,252,599,554 shares, representing approximately 95.55% of the company's issued share capital[180] - The company reported a total of 1,252,599,554 shares held by major shareholders, with 95.55% of the issued share capital attributed to Mr. Wang's controlled corporation[195] - Mr. Zhang holds 55,781 shares, representing approximately 0.004% of the company's issued share capital[195] Other Financial Information - The company did not declare or distribute any quarterly dividends for the nine months ended September 30, 2020, consistent with the same period in 2019[46] - The company has no significant capital commitments as of September 30, 2020[149] - The company has no significant contingent liabilities as of September 30, 2020, consistent with the previous year[172] - The company has no mortgaged assets as of September 30, 2020, compared to approximately HKD 4.1 million in bank deposits as of December 31, 2019[162]

Financial Performance - For the six months ended June 30, 2020, the company reported revenue of HKD 24,219 thousand, a decrease of 90.2% compared to HKD 246,719 thousand for the same period in 2019[4] - The gross profit for the six months ended June 30, 2020, was HKD 16,230 thousand, compared to HKD 6,581 thousand for the same period in 2019, representing a significant increase[4] - The company incurred a loss of HKD 79,286 thousand for the six months ended June 30, 2020, compared to a loss of HKD 17,947 thousand for the same period in 2019, indicating a worsening financial position[5] - The basic and diluted loss per share for the six months ended June 30, 2020, was HKD 0.17, compared to HKD 0.08 for the same period in 2019[4] - The total comprehensive loss for the six months ended June 30, 2020, was HKD 82,266 thousand, compared to HKD 18,015 thousand for the same period in 2019, reflecting increased losses[5] - The company reported a significant impairment loss on finance lease receivables of HKD 78,049 thousand for the six months ended June 30, 2020[4] - The group reported a total loss before tax of HKD 77,994,000 for the six months ended June 30, 2020, compared to a loss of HKD 19,012,000 in the same period of 2019[21] - The company reported a loss attributable to equity holders of HKD 56,780,000 for the six months ended June 30, 2020, compared to a loss of HKD 16,769,000 for the same period in 2019[37] Revenue Breakdown - Financial services revenue for the six months ended June 30, 2020, was HKD 11,690,000, a significant increase from HKD 2,238,000 in the same period of 2019, representing a growth of 423%[21] - Trade business revenue dropped to HKD 8,911,000 for the six months ended June 30, 2020, compared to HKD 239,920,000 in the same period of 2019, reflecting a decline of 96.3%[21] - The corporate finance consulting services generated revenue of approximately HKD 7,300,000, accounting for about 30.2% of the total revenue[87] - The corporate consulting business generated revenue of approximately HKD 3,600,000 for the six months ended June 30, 2020, down from HKD 4,600,000 for the same period in 2019, with a segment profit of approximately HKD 900,000 compared to HKD 2,900,000 in 2019[88] - The trading business reported revenue of approximately HKD 8,900,000 for the six months ended June 30, 2020, a significant decline from HKD 239,900,000 in the same period of 2019, resulting in a segment loss of approximately HKD 200,000 compared to a loss of HKD 2,500,000 in 2019[88] - The IT business recorded no revenue for the six months ended June 30, 2020, maintaining the same status as the previous year, but incurred a segment loss of approximately HKD 6,000 compared to a loss of HKD 800,000 in 2019[89] Assets and Liabilities - Total assets decreased to HKD 20,929 million as of June 30, 2020, from HKD 24,059 million as of December 31, 2019, representing a decline of approximately 13.4%[7] - Current liabilities significantly reduced to HKD 104,650 million from HKD 301,481 million, indicating a decrease of about 65.3%[8] - The total value of current assets decreased to HKD 117,953 million from HKD 173,028 million, a decline of approximately 31.8%[7] - The company’s total liabilities decreased to HKD 107,744 million as of June 30, 2020, from HKD 306,451 million, representing a reduction of about 64.8%[8] - Non-current liabilities rose to HKD 70,988 million as of June 30, 2020, compared to HKD 4,970 million as of December 31, 2019, indicating a significant increase[8] - The convertible bond liabilities decreased to HKD 68,606,000 as of June 30, 2020, from HKD 116,344,000 at the beginning of the year, reflecting a decline of approximately 41.1%[62] Cash Flow and Financing - Net cash flow from operating activities was HKD 16,307 million for the six months ended June 30, 2020, compared to HKD 353,243 million for the same period in 2019, reflecting a substantial decline of approximately 95.4%[11] - Cash and cash equivalents increased to HKD 83,995 million at the end of June 30, 2020, up from HKD 16,696 million, marking a growth of about 403.1%[11] - The net cash flow from financing activities was HKD 52,137 million for the six months ended June 30, 2020, compared to a cash outflow of HKD (350,766) million in the same period of 2019, indicating a turnaround[11] - The company completed a rights issue on June 22, 2020, issuing 1,048,802,876 shares at a subscription price of HKD 0.110 per share, raising a total of HKD 115,368,000[75] - Approximately HKD 55 million of the rights issue proceeds were used to repay part of the convertible bonds to the chairman, and about HKD 12.64 million for repayment of advances[108] - The company plans to use approximately HKD 25.6 million from the rights issue proceeds for future general working capital and potential investments within the next twelve months[108] Corporate Governance and Compliance - The directors of the company confirmed that the information contained in the report is accurate and complete in all material respects[2] - The company has adhered to the corporate governance code principles, with a board comprising five directors, including three independent non-executive directors[146] - The company has established an audit committee to maintain appropriate relationships with external auditors[148] - The company confirmed compliance with the GEM listing rules regarding the appointment of directors to fill temporary vacancies[147] - The company has not adopted a code of conduct for securities transactions by directors and employees but has complied with the GEM listing rules[142] Future Outlook and Strategy - The company plans to continue developing its corporate finance consulting and asset management services, while exploring additional business opportunities[90] - The board anticipates sustained demand for professional services related to corporate governance and compliance among Hong Kong listed issuers[91] - The retail business environment is expected to remain challenging in the short term, prompting the board to take measures to mitigate the impact of COVID-19 on operations[92] - The company is in discussions with potential investors for investment management solutions, aiming to enhance revenue streams through management and advisory fees[87] - The company has actively engaged in discussions with landlords to negotiate rent reductions to minimize the operational impact of COVID-19[92]

Financial Performance - Revenue for the first quarter ended March 31, 2020, was HKD 13,967,000, a decrease of 88.12% compared to HKD 117,580,000 in the same period of 2019[8] - Gross profit for the first quarter was HKD 7,295,000, significantly up from HKD 3,154,000 in the previous year, indicating a positive trend in profitability[8] - The company reported a profit before tax of HKD 5,613,000, compared to a loss of HKD 10,968,000 in the first quarter of 2019, marking a turnaround in financial performance[8] - Net profit for the period was HKD 5,023,000, a substantial improvement from a loss of HKD 9,897,000 in the same quarter last year[9] - Basic and diluted earnings per share for the first quarter were HKD 0.01, recovering from a loss of HKD 0.04 in the previous year[8] - The company recorded a comprehensive income of HKD 1,459,000 for the first quarter, compared to a comprehensive loss of HKD 5,463,000 in the same period last year[9] - The group reported a pre-tax profit of HKD 5,613,000 for the three months ended March 31, 2020, compared to a pre-tax loss of HKD 3,778,000 in the same period of 2019[24] - The financial services segment achieved a profit of HKD 2,587,000, while the corporate consulting segment reported a profit of HKD 404,000[24] - The company reported a net book value of intangible assets of HKD 5,393,000 as of March 31, 2020, down from HKD 5,450,000 as of December 31, 2019[59] Revenue Breakdown - Financial services revenue for the three months ended March 31, 2020, was HKD 4,845,000, compared to HKD 773,000 for the same period in 2019, representing a significant increase[21] - Corporate consulting revenue for the same period was HKD 1,768,000, down from HKD 2,051,000 in 2019, indicating a decline of approximately 13.8%[21] - Trade business revenue decreased dramatically to HKD 7,354,000 from HKD 114,756,000 year-over-year, reflecting a decline of about 93.6%[21] - The financial services segment generated revenue of approximately HKD 4,800,000, up from HKD 800,000 in the previous year, with a segment profit of HKD 2,600,000 compared to a loss of HKD 4,500,000[99] - The corporate advisory business generated revenue of approximately HKD 1,800,000, slightly down from HKD 2,100,000 in the previous year, with a segment profit of HKD 400,000 compared to HKD 1,300,000 in the same period last year[101] - The trading business reported revenue of approximately HKD 7,400,000, a decrease of about 93.5% from HKD 114,800,000 in the previous year, but achieved a segment profit of HKD 20,000 compared to a loss of HKD 600,000[102] Assets and Liabilities - Total assets as of March 31, 2020, were HKD 169,812,000, down from HKD 197,087,000 as of December 31, 2019[11] - Current liabilities totaled HKD 274,008,000, a decrease from HKD 301,481,000 at the end of 2019, indicating improved liquidity management[11] - The company’s net liabilities stood at HKD 107,905,000 as of March 31, 2020, slightly improved from HKD 109,364,000 at the end of the previous year[12] - Total liabilities decreased from HKD 306,451 thousand as of December 31, 2019, to HKD 277,717 thousand as of March 31, 2020, reflecting a reduction of about 9.4%[35] - The total lease liabilities as of March 31, 2020, were HKD 7,608,000, down from HKD 8,845,000 as of December 31, 2019, indicating a decrease of about 14%[78] - Trade payables decreased significantly to HKD 22,171,000 as of March 31, 2020, from HKD 58,665,000 as of December 31, 2019, a reduction of about 62.3%[89] Cash Flow and Financing - The cash and bank balances as of March 31, 2020, totaled HKD 48,565,000, an increase from HKD 47,105,000 as of December 31, 2019[74] - The group had a bank overdraft of HKD 2,001,000 as of March 31, 2020, compared to HKD 1,884,000 as of December 31, 2019, reflecting an increase of approximately 6.2%[77] - Total interest-bearing debts, including bank loans and convertible bonds, amounted to approximately HKD 132.3 million as of March 31, 2020, compared to HKD 129.2 million as of December 31, 2019[113] - The company has HKD 124,100,000 in zero-coupon convertible bonds, convertible into a total of 130,597,895 shares at a conversion price of HKD 0.95 per share[107] - The company entered into a subscription agreement for convertible bonds amounting to HKD 39.8 million to settle debts owed to the major shareholder[123] Corporate Governance - The company has established an audit committee to ensure the objectivity and reliability of financial reporting and internal control procedures[153] - The company has adhered to the GEM Listing Rules and corporate governance principles, with a commitment to transparency and accountability to shareholders[149] - The company plans to seek and appoint suitable candidates for the chairman position to comply with corporate governance code provisions[151] - The chairman and CEO roles are held by the same individual, which the company believes maintains a balance of power and authority[149] - The company is committed to maintaining high levels of corporate governance and compliance with applicable statutory and regulatory requirements[149] Employee and Management - The company employed 40 staff members, a decrease from 41 on December 31, 2019[128] - The company paid a total of HKD 216,000 in salaries to key management personnel for the three months ended March 31, 2020, down from HKD 1,484,000 in the same period last year[95] - Employee costs of HKD 3,880 thousand for the three months ended March 31, 2020, compared to HKD 3,761 thousand for the same period in 2019, reflecting an increase of approximately 3.2%[43] Future Plans and Opportunities - The company is focused on improving operational efficiency and exploring new market opportunities to enhance future growth prospects[8] - The company plans to explore opportunities in the financial services sector, including potential expansion into fintech to leverage growth potential[104] - The company is in discussions to acquire shares in a company owned by independent third parties, following a previous investment in August 2019[104] - The company has entered a non-binding memorandum of understanding regarding a potential acquisition of shares in a digital insurance company[127]

ANNUAL REPORT 2019 二零一九年年報 + TV HOND HOHO + MERDEKA 顏餐 MERDEKA FINANCIAL GROUP LIMITED 领智金融集團有限公司 STOCK CODE 股份代號 : 8163 CHARACTERISTICS OF GEM ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should ...

Financial Performance - Revenue for the three months ended September 30, 2019, was HKD 148.34 million, an increase from HKD 119.92 million in the same period of 2018, representing a growth of 23.6%[8] - Gross profit for the nine months ended September 30, 2019, was HKD 11.88 million, compared to HKD 9.78 million for the same period in 2018, reflecting a year-on-year increase of 21.5%[8] - The net loss for the three months ended September 30, 2019, was HKD 7.04 million, a significant improvement from a net loss of HKD 15.33 million in the same period of 2018, indicating a reduction of 54.1%[8] - Total comprehensive loss for the nine months ended September 30, 2019, was HKD 30.67 million, down from HKD 47.68 million in the same period of 2018, showing a decrease of 35.7%[10] - Total revenue for the nine months ended September 30, 2019, was HKD 395,056,000, a decrease from HKD 406,362,000 for the same period in 2018[29] - The company reported a total adjusted loss before tax of HKD 26,044,000 for the nine months ended September 30, 2019[29] - For the nine months ended September 30, 2019, the company reported a loss attributable to equity holders of HKD 23,415,000, compared to a loss of HKD 30,912,000 for the same period in 2018, representing a 24.3% improvement[50] - The total loss for the period ending September 30, 2019, was HKD (24,985) thousand, slightly higher than the loss of HKD (24,845) thousand in the previous year, reflecting a marginal increase of 0.6%[25] Assets and Liabilities - The company's total assets as of September 30, 2019, amounted to HKD 106.23 million, compared to HKD 117.35 million as of December 31, 2018[12] - Current liabilities decreased to HKD 539.12 million as of September 30, 2019, from HKD 580.20 million as of December 31, 2018, reflecting a reduction of 7.1%[12] - The company's total assets as of September 30, 2019, were HKD 645,342,000, down from HKD 697,548,000 as of December 31, 2018[31] - The total liabilities as of September 30, 2019, were HKD 443,659,000, compared to HKD 504,976,000 as of December 31, 2018[31] - Non-current liabilities increased to HKD 119,795 thousand as of September 30, 2019, compared to HKD 106,592 thousand in 2018, representing a growth of approximately 12.4%[13] - The company's equity attributable to owners decreased to HKD (78,574) thousand from HKD (58,311) thousand year-over-year, indicating a decline in shareholder equity[13] Share Performance - The basic and diluted loss per share for the three months ended September 30, 2019, was HKD 0.03, compared to HKD 0.06 for the same period in 2018, indicating an improvement of 50%[8] - Basic and diluted loss per share was approximately HKD 0.11, compared to HKD 0.15 for the nine months ended September 30, 2018[99] - The weighted average number of ordinary shares used for calculating basic and diluted loss per share for the nine months ended September 30, 2019, was 212,379,000, compared to 204,009,000 for the same period in 2018, reflecting an increase of 4.3%[50] Revenue Segmentation - The consulting business segment generated revenue of HKD 6,293,000, while the financial services segment reported a loss of HKD 594,000[29] - Trade business revenue was HKD 383,375,000, contributing significantly to total revenue, while the technology segment reported no revenue[29] - Revenue from external customers in Hong Kong was HKD 391,046,000, while revenue from China was HKD 4,010,000 for the nine months ended September 30, 2019[33] - Revenue from the corporate consulting business for the nine months ended September 30, 2019, was approximately HKD 6.3 million, with a segment profit of HKD 3.3 million[100] - Revenue from the financial services business was approximately HKD 5.4 million, down from HKD 56 million for the same period in 2018, with a segment loss of HKD 600,000[101] - Trade business revenue for the nine months ended September 30, 2019, was approximately HKD 383.4 million, an increase from HKD 349.8 million for the same period in 2018, representing a growth of 9.1%[108] - The trade business accounted for approximately 97.04% of the group's total revenue for the nine months ended September 30, 2019[108] Operational Changes - The company completed the acquisition of Lingzhi Professional Business Group on February 28, 2019, for a total consideration of HKD 8 million, paid through issued promissory notes[93] - The group completed the acquisition of the remaining 49% equity interest in Heng Asset Management Limited on November 4, 2019, to enhance its asset management business[111] - The group plans to invest more resources in the securities and futures advisory services following the acquisition of a license from the Hong Kong Securities and Futures Commission in August 2019[111] - The company completed a share placement on August 6, 2019, issuing 408,000,000 shares and raising net proceeds of approximately HKD 6,260,000[124] - The company sold a subsidiary for a total cash consideration of HKD 1, resulting in a recognized gain of HKD 173,000 for the nine months ended September 30, 2019[40] - The company sold 100% equity of Wonder Resources International for a total cash consideration of HKD 1.0, completed on April 1, 2019[132] Employee and Management Information - The company’s employee costs, including directors' remuneration, increased to HKD 11,058,000 for the nine months ended September 30, 2019, up from HKD 10,323,000 in the same period of 2018, reflecting a 7.1% increase[43] - As of September 30, 2019, the group employed 41 employees, an increase from 35 employees in 2018, reflecting a growth of approximately 17.14%[140] - The board consists of five directors, including three independent non-executive directors, ensuring a balance of power and authority[179] - The audit committee, composed of three independent non-executive directors, reviewed the unaudited consolidated results for the nine months ended September 30, 2019, ensuring compliance with applicable accounting standards[181] Financial Assistance and Debt - The company received financial assistance from executive director Mr. Zhang, amounting to approximately HKD 12,300,000, and from major shareholder Mr. Wang, with an outstanding loan of approximately HKD 20,500,000 as of September 30, 2019[125] - The company reported a bank loan of 69,174 thousand HKD due within one year as of September 30, 2019, compared to 415,788 thousand HKD as of December 31, 2018[82] - The company's capital debt ratio as of September 30, 2019, was approximately 1.71, compared to 1.13 as of December 31, 2018, with interest-bearing debt totaling approximately HKD 190,500,000[123] Compliance and Reporting - The financial report indicates that the company has adopted the new Hong Kong Financial Reporting Standards effective January 1, 2019, which may impact future financial statements[18] - The company has not established any arrangements for its directors and senior management to benefit from acquiring shares or securities of the company or its affiliates during the nine months ended September 30, 2019[164] - The company did not declare or pay any dividends for the nine months ended September 30, 2019, consistent with the same period in 2018[49] - The company did not purchase, sell, or redeem any of its listed securities during the nine months ended September 30, 2019[176] Corporate Governance - Major shareholder Hui Long International Holdings Limited holds 47,164,000 shares, representing 19.27% of the total issued share capital[166] - Ivana, a beneficial owner, holds convertible bonds with a principal amount of HKD 110,000,000, corresponding to approximately 47.30% of related shares[172] - The company’s directors and senior management held recorded interests in the company’s shares and related securities as of September 30, 2019[146] Company Overview - Merdeka Financial Group Limited is located in Hong Kong, with a contact number of 852 2115 7600[183] - The company operates from Room 1108, 11th Floor, Wing On Centre, 111 Connaught Road Central[183] - The financial group is identified by the code F8C® C102068[183] - The company emphasizes its commitment to providing accurate financial analysis and insights[183] - Merdeka Financial Group Limited focuses on market trends and investment strategies[183] - The group aims to enhance its research capabilities and team collaboration[183] - The company is dedicated to developing new financial products and technologies[183] - Merdeka Financial Group Limited is exploring opportunities for market expansion and potential acquisitions[183] - The financial group prioritizes data accuracy in its reporting and analysis[183] - The company is committed to delivering comprehensive financial reports and presentations[183]

Financial Performance - Revenue for the six months ended June 30, 2019, was HKD 246,719,000, a decrease of 13.8% compared to HKD 286,444,000 for the same period in 2018[11] - Gross profit for the six months ended June 30, 2019, increased to HKD 6,581,000, compared to HKD 5,901,000 for the same period in 2018, reflecting a gross margin improvement[11] - The company reported a loss before tax of HKD 19,012,000 for the six months ended June 30, 2019, compared to a loss of HKD 20,688,000 for the same period in 2018, indicating a 8.1% improvement[11] - Total comprehensive loss for the six months ended June 30, 2019, was HKD 18,015,000, a decrease from HKD 23,663,000 in the same period of 2018, representing a 23.8% reduction[12] - The company reported a basic and diluted loss per share of HKD 0.008 for the six months ended June 30, 2019, unchanged from the same period in 2018[11] - The company recognized other income of HKD 1,347,000 for the six months ended June 30, 2019, compared to HKD 174,000 for the same period in 2018, showing a significant increase[11] - The company reported a net cash outflow from financing activities of HKD 350,766,000 for the six months ended June 30, 2019, compared to a cash inflow of HKD 8,000 in the same period of 2018[18] - The company recognized a tax expense of HKD 6,000 for the six months ended June 30, 2019, compared to a tax expense of HKD 1,135,000 for the same period in 2018, indicating a decrease of 99.5%[53] - The company reported a loss attributable to equity holders of approximately HKD 16.8 million for the six months ended June 30, 2019, compared to a loss of HKD 18.6 million for the same period in 2018, indicating an improvement in loss by about 9.6%[96] Assets and Liabilities - Trade receivables increased significantly to HKD 800,437,000 as of June 30, 2019, compared to HKD 2,460,000 as of December 31, 2018, indicating a substantial rise in credit sales[14] - The company's non-current assets increased to HKD 29,986,000 as of June 30, 2019, compared to HKD 14,180,000 as of December 31, 2018, reflecting growth in long-term investments[14] - The total liabilities increased to HKD 1,061,553,000 as of June 30, 2019, compared to HKD 580,197,000 as of December 31, 2018, indicating a rise in financial obligations[14] - Total non-current liabilities increased to HKD 118,472,000 as of June 30, 2019, up from HKD 106,592,000 as of December 31, 2018[15] - The total assets of the group as of June 30, 2019, amounted to HKD 1,172,582,000, an increase from HKD 697,548,000 as of December 31, 2018[35] - The total liabilities of the group as of June 30, 2019, were HKD 1,180,025,000, compared to HKD 686,789,000 as of December 31, 2018, indicating a rise of approximately 71.9%[37] - The total equity attributable to owners of the company showed a loss of HKD 7,443,000 as of June 30, 2019, compared to a profit of HKD 10,759,000 at the end of 2018[15] - The company’s total liabilities to equity ratio indicated a significant increase in leverage, reflecting a shift in financial structure[15] Cash Flow and Financing - The net cash flow from operating activities for the six months ended June 30, 2019, was HKD 353,243,000, compared to a negative cash flow of HKD 26,821,000 in the same period of 2018[18] - The company’s investment activities generated a net cash inflow of HKD 2,432,000 for the six months ended June 30, 2019, compared to HKD 923,000 in the same period of 2018[18] - The company completed a placement of 408,000,000 new shares at HKD 0.016 per share on August 6, 2019, raising approximately HKD 6,260,000 for various operational expenses[127] - The company received financial assistance of approximately HKD 12,600,000 from Executive Director Mr. Zhang as of June 30, 2019, compared to HKD 13,600,000 as of December 31, 2018[117] - As of June 30, 2019, the company had outstanding loans from major shareholder Mr. Wang amounting to approximately HKD 18,000,000, an increase from HKD 8,900,000 as of December 31, 2018[117] Business Segments - The financial services segment reported a revenue of HKD 2,238,000 for the six months ended June 30, 2019, down from HKD 50,982,000 in the same period of 2018, indicating a significant decrease of approximately 95.6%[47] - The trade business segment generated revenue of HKD 239,920,000 for the six months ended June 30, 2019, compared to HKD 235,021,000 for the same period in 2018, showing a slight increase of about 2.4%[47] - The financial services segment reported a loss of HKD 7,294,000 for the six months ended June 30, 2019, compared to a loss of HKD 2,238,000 in the same period of 2018[31] - The revenue from the information technology business for the six months ended June 30, 2019, was zero, compared to approximately HKD 400,000 for the same period in 2018, with a segment loss of approximately HKD 2,200,000[101] Corporate Governance - The company has maintained compliance with the corporate governance code as of June 30, 2019, with the exception of certain deviations noted[155] - The board consists of five directors, including three independent non-executive directors, ensuring a balance of power and authority[155] - The audit committee, composed of three independent non-executive directors, has reviewed the unaudited interim results for the six months ended June 30, 2019, confirming compliance with applicable accounting standards and regulations[157] - The company emphasizes the importance of transparency and accountability to shareholders as part of its corporate governance practices[155] - The company is committed to maintaining high levels of corporate governance and adhering to statutory and regulatory requirements[155] Acquisitions and Investments - The company completed the acquisition of Strategic Enterprise Services Group on February 28, 2019, for a total consideration of HKD 8 million, paid through the issuance of promissory notes[90] - The company completed the acquisition of the corporate consulting business in February 2019, anticipating continued demand for governance and compliance services from Hong Kong listed companies[106] - The company completed the acquisition of 100% equity in Strategic Enterprise Services Group for HKD 8,000,000 on February 28, 2019, which is now a wholly-owned subsidiary[121] - The company sold 100% equity in Wonder Resources International for a total cash consideration of HKD 1 on April 1, 2019, and it is no longer a subsidiary[123] Employee and Management - The total remuneration for key management personnel during the period was approximately HKD 1.788 million, a decrease from HKD 2.967 million for the six months ended June 30, 2018[94] - The company employed 43 staff as of June 30, 2019, an increase from 35 in 2017, with a performance-based compensation policy[129]

Financial Performance - Revenue for the three months ended March 31, 2019, was HKD 117,580,000, a decrease of 14.2% compared to HKD 137,040,000 for the same period in 2018[10] - Gross profit for the same period was HKD 3,154,000, down from HKD 5,457,000, reflecting a gross margin decline[10] - Loss before tax for the quarter was HKD 10,968,000, compared to a loss of HKD 12,549,000 in the previous year, indicating an improvement of 12.6%[10] - The total comprehensive loss for the period was HKD 5,463,000, compared to a loss of HKD 1,553,000 in the same quarter of 2018[11] - The company reported a basic and diluted loss per share of HKD 0.004, an improvement from HKD 0.005 in the previous year[10] - The company reported a loss of HKD 9,897,000 for the three months ended March 31, 2019, compared to a loss of HKD 9,844,000 in the previous period, indicating a slight increase in losses of HKD 53,000[26] - Administrative expenses for the same period were HKD 11,452,000, a decrease from HKD 11,536,000, reflecting a reduction of HKD 84,000[26] - The group reported a pre-tax loss of HKD 3,778,000 for the three months ended March 31, 2019, compared to a pre-tax loss of HKD 12,549,000 for the same period in 2018, showing an improvement in financial performance[30] - The net loss attributable to equity holders for the period was approximately HKD 9 million, compared to a net loss of HKD 10.4 million in the same period of 2018, indicating a slight improvement[85] Assets and Liabilities - Total assets as of March 31, 2019, amounted to HKD 1,207,616,000, an increase from HKD 697,548,000 as of December 31, 2018[13] - Current assets increased significantly to HKD 1,175,242,000 from HKD 683,368,000, reflecting a growth of 72.2%[13] - Trade receivables rose sharply to HKD 823,615,000 from HKD 2,460,000, indicating a substantial increase in receivables management[13] - Non-current liabilities totaled HKD 116,884,000, up from HKD 106,592,000, showing a rise in long-term financial obligations[14] - The group’s liabilities totaled HKD 1,001,633,000 as of March 31, 2019, compared to HKD 686,789,000 as of December 31, 2018, indicating an increase in total liabilities[32] - The total lease liabilities as of March 31, 2019, were HKD 12,555,000, with minimum lease payments due within one year amounting to HKD 5,595,000[69] - The convertible bonds' liability increased from HKD 105,651,000 as of December 31, 2018, to HKD 108,228,000 as of March 31, 2019, reflecting an increase of approximately 2.4%[67] Cash Flow and Financing - The company’s cash and cash equivalents in general accounts increased to HKD 14,592,000 from HKD 12,255,000, indicating improved liquidity[13] - The group’s bank borrowings as of March 31, 2019, were HKD 75,148,000, a significant decrease from HKD 415,788,000 as of December 31, 2018, indicating a reduction of approximately 82%[70] - The company’s financing costs for the period were HKD 3,018,000, an increase from HKD 2,881,000, reflecting a rise of HKD 137,000[26] - Estimated interest expenses for convertible bonds amounted to HKD 2,577,000 for the three months ended March 31, 2019, compared to HKD 2,340,000 for the same period in 2018, reflecting an increase of approximately 10.1%[43] Business Segments - The financial services segment includes providing financing lease services, lending services, and securities services, contributing to the overall business structure[28] - The segment profit for the trading business was HKD 1,332,000, while the financial services segment reported a loss of HKD 460,000, leading to a total segment loss of HKD 3,631,000[30] - Trade business revenue was approximately HKD 114.8 million, an increase from HKD 107.6 million in the same period of 2018, accounting for about 97.6% of total revenue[87] - Financial services revenue significantly decreased to approximately HKD 800,000 from HKD 29.3 million in the same period of 2018, reflecting a challenging market environment[88] Acquisitions and Investments - The group completed the acquisition of Strategic Enterprise Services Group for HKD 8,000,000, enhancing its business diversification in the corporate consulting sector[78] - The company completed the acquisition of the entire equity interest in Strategic Corporate Services Group, which generated revenue of approximately HKD 2.1 million and segment profit of about HKD 1.3 million for the three months ended March 31, 2019[86] - The fair value of identifiable assets and liabilities from the acquisition amounted to approximately HKD 1,987 million, with goodwill recognized at HKD 5,285 million[79] Corporate Governance - The company has committed to maintaining high levels of corporate governance and has adhered to the corporate governance code during the reporting period[128] - The company has established an audit committee to ensure the objectivity and reliability of financial reporting and internal control procedures[132] - The company has confirmed compliance with the trading standards set out in GEM Listing Rules during the review period[126] - The company has appointed a new independent non-executive director on May 7, 2019, to ensure compliance with GEM Listing Rules after a previous member's resignation[132] Legal and Regulatory Matters - The company was ordered to pay a total of HKD 4,400,000 in damages as per the High Court's judgment dated September 29, 2017[98] - The company is actively seeking further legal advice regarding the judgment and will take appropriate actions to protect its interests and those of its shareholders[102] - The company has been granted a court order to ensure that certain payments and asset disposals are not canceled during ongoing legal proceedings[101] Shareholder Information - Major shareholder Team Sunny International Holdings Limited owned 471,640,000 shares, which is about 23.12% of the company's issued share capital[121] - The company holds unexchanged convertible bonds with a total principal amount of approximately HKD 124.1 million and HKD 40 million, which can be converted into shares[97] - The company reported a total of HKD 12.2 million in loans payable to related parties as of March 31, 2019, indicating ongoing financial obligations[83]

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