Financial Performance - PF Group Holdings Limited reported a consolidated profit of $10 million for the fiscal year 2022, representing a 15% increase compared to the previous year[22]. - The company achieved a revenue growth of 20% year-over-year, totaling $50 million in 2022[22]. - The company reported a cash flow from operations of $8 million, reflecting a 12% increase from the previous year[22]. - Total revenue for the Reporting Period decreased by approximately 54.7% compared to the Corresponding Period, primarily due to a decrease in fee and commission income from placing and underwriting activities[31]. - The Group's total revenue for the Reporting Period was approximately HK$7,444,000, representing a decrease of approximately 54.7% from approximately HK$16,448,000 in the Corresponding Period[61]. - Total comprehensive loss attributable to owners of the Company for the Reporting Period was approximately HK$24,791,000, an increase of 54.7% from approximately HK$16,027,000 in the Corresponding Period[55]. - Loss for the Year was approximately HK$24,791,000, compared to a loss of approximately HK$16,060,000 in the Corresponding Period, with basic loss per share of HK1.24 cents[81]. User Engagement and Market Expansion - User data indicated a 25% increase in active users, reaching 1 million by the end of 2022[22]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% market share by 2025[22]. - New product launches are expected to contribute an additional $5 million in revenue in the next fiscal year[22]. Research and Development - Research and development expenses increased by 10%, amounting to $2 million, focusing on innovative technologies[22]. - The Group is developing a supply chain services platform for 3C products, aiming to diversify its business and create a new profit driver[32]. - The Group started developing a supply chain services platform for 3C products in Q4 2022, leveraging over 20 years of experience in global trading[92]. Financial Challenges - The Group's commission income from securities dealing and brokerage services decreased by 62.3% from approximately HK$7,837,000 in the Corresponding Period to approximately HK$2,957,000 in the Reporting Period[25]. - Interest income from margin and loan clients decreased by 12.5% from approximately HK$5,036,000 in the Corresponding Period to approximately HK$4,404,000 in the Reporting Period[26]. - Other revenue decreased by 94.5% from approximately HK$1,500,000 in the Corresponding Period to approximately HK$83,000 in the Reporting Period[30]. - The number of active securities trading accounts decreased from 488 as of 31 March 2021 to 346 as of 31 March 2022[38]. - There were no placing and underwriting engagements during the Reporting Period, resulting in a 100% decrease in fee and commission income from these activities, which fell from approximately HK$508,000 to HK$nil[44]. Cost Management - The management emphasized a commitment to sustainability, aiming for a 20% reduction in operational costs through green initiatives by 2024[22]. - Total staff costs for the Reporting Period were approximately HK$8,601,000, a decrease of approximately 46.1% from HK$15,967,000 in the Corresponding Period, accounting for about 24.8% of total expenses[66]. - Other operating expenses decreased by 29.9% from approximately HK$11,220,000 in the Corresponding Period to approximately HK$7,866,000 in the Reporting Period[67]. - Commission expenses decreased by approximately 56.3% from about HK$2,850,000 in the Corresponding Period to approximately HK$1,246,000 in the Reporting Period[68]. Corporate Governance - The Company is committed to maintaining compliance with the Rules Governing the Listing of Securities on the Stock Exchange, ensuring investor confidence[135]. - The Board believes that sound corporate governance practices are essential for the Group's growth and safeguarding shareholders' interests[149]. - The Company has adopted the Corporate Governance Code as its own code of corporate governance, ensuring compliance with relevant provisions[150]. - The Board currently comprises seven members, including four executive Directors and three independent non-executive Directors[165]. - The independent non-executive Directors represent more than one-third of the Board, ensuring compliance with GEM Listing Rules[174]. Risk Management - The Group has implemented a risk management structure to balance risks and yields, minimizing adverse impacts on operating performance[107]. - Credit risk is managed through the establishment of credit limits and collateral to cover accounts receivables from margin and loan clients[117]. - The Group had no significant contingent liabilities as of March 31, 2022, consistent with the previous year[105]. Management and Board Composition - The Company has a diverse board with expertise in telecommunications, finance, and law, which supports strategic decision-making[135][140]. - The management team includes professionals with significant experience in corporate finance and private equity, which may facilitate future growth strategies[135][136]. - The Company has not appointed a chief executive officer; the role is performed collectively by all executive Directors, enabling prompt decision-making[154]. - The Board will continue to review its corporate governance practices to enhance standards and comply with regulatory requirements[157].

Financial Performance - Total revenue for the three months ended December 31, 2021, was HKD 2,339,000, a decrease of 39.1% compared to HKD 3,843,000 for the same period in 2020[6]. - Total revenue for the nine months ended December 31, 2021, was HKD 5,764,000, down 61.0% from HKD 14,777,000 in the same period of 2020[6]. - Commission income from securities trading and brokerage services for the three months was HKD 730,000, a decline of 53.6% from HKD 1,572,000 in 2020[6]. - Interest income from margin and loan financing services for the nine months was HKD 3,277,000, a decrease of 39.2% compared to HKD 5,403,000 in 2020[6]. - Total revenue for the three months ended December 31, 2021, was HKD 2,339,000, a decrease of 39% compared to HKD 3,843,000 for the same period in 2020[16]. - Revenue from securities trading and brokerage services for the nine months ended December 31, 2021, was HKD 2,310,000, down 62% from HKD 6,144,000 in 2020[16]. - Interest income from margin financing services increased to HKD 2,180,000 for the nine months ended December 31, 2021, compared to HKD 3,508,000 in 2020, reflecting a decrease of 38%[16]. - Total revenue for Q3 2021 was approximately HKD 5.8 million, a decrease of about 61.0% compared to HKD 14.8 million in Q3 2020[32][35]. - Commission income from securities trading and brokerage services fell by approximately 62.4% to about HKD 2.3 million in Q3 2021 from HKD 6.1 million in Q3 2020[30][35]. - Interest income from margin and loan financing services decreased by approximately 39.3% to HKD 3.3 million in Q3 2021 from HKD 5.4 million in Q3 2020[31][35]. Losses and Equity - The company reported a loss before tax of HKD 1,874,000 for the three months, compared to a loss of HKD 3,928,000 in the same period of 2020[6]. - Basic loss per share for the nine months ended December 31, 2021, was HKD 0.43, compared to HKD 0.53 for the same period in 2020[6]. - Total comprehensive loss attributable to owners of the company for the nine months was HKD 8,342,000, compared to HKD 10,553,000 in 2020[7]. - The company reported a net loss attributable to owners of HKD 8,656,000 for the nine months ended December 31, 2021, compared to a loss of HKD 10,553,000 in 2020, indicating an improvement of 18%[28]. - The company's total equity as of December 31, 2021, was HKD 169,783,000, down from HKD 183,599,000 as of December 31, 2020[7]. - The company recorded a loss of approximately HKD 8.7 million in Q3 2021, an improvement from a loss of HKD 10.6 million in Q3 2020[39]. Expenses - Employee costs for the nine months ended December 31, 2021, totaled HKD 6,717,000, a decrease of 50% from HKD 13,362,000 in 2020[21]. - Other operating expenses for the nine months ended December 31, 2021, were HKD 4,510,000, down 46% from HKD 8,295,000 in 2020[22]. - The company reported a significant reduction in commission expenses, totaling HKD 961,000 for the nine months ended December 31, 2021, down 55% from HKD 2,118,000 in 2020[20]. - The company’s financing costs for the nine months ended December 31, 2021, were HKD 137,000, compared to HKD 114,000 in 2020, reflecting a slight increase of 20%[24]. Dividends and Shareholder Information - The company did not declare any dividends during the nine months ended December 31, 2021[7]. - The company did not declare any dividends for the nine months ended December 31, 2021, consistent with the previous year[25]. - As of December 31, 2021, major shareholders include 1,199,640,000 shares (59.98%) held by the controlled corporation of Mr. Huo and Ms. Xie[51]. - The company has a total of 300,000,000 shares (15.00%) held by Ju Zhi Group Limited, which is fully owned by Dr. Li[53]. - The company has not issued any stock options under the stock option plan adopted on December 5, 2016, as of the report date[56]. - There were no purchases, sales, or redemptions of the company's listed securities during the reporting period[57]. Corporate Governance and Management - The company continues to focus on its core services, including securities trading, underwriting, and asset management[9]. - The role of the CEO has been vacant since December 14, 2020, and the board is actively seeking a suitable candidate for this position[63]. - The audit committee consists of three independent non-executive directors, with Mr. Tang serving as the chairman[64]. - The management has reviewed the unaudited consolidated results for the period and confirmed compliance with applicable accounting standards and GEM Listing Rules[66]. - The board of directors has confirmed compliance with the trading standards set forth in GEM Listing Rules during the reporting period[59]. - The company has adhered to the corporate governance code as per GEM Listing Rules, with the exception of deviations from rules A.2.1 and A.6.7[63]. - The company has not disclosed any new product developments or market expansion strategies in the report[60]. - Dr. Li resigned from his positions as executive director and chairman of the board on October 12, 2021[62]. - Mr. Huo's monthly salary increased to HKD 106,000 effective from August 8, 2021[62]. - The company appointed Mr. Tang and Mr. Guan as new members of the board during the reporting period[61]. Client and Asset Management - As of December 31, 2021, the company had no asset management clients, down from two clients as of December 31, 2020[36]. - The net asset value managed by the company was zero as of December 31, 2021, compared to approximately HKD 6.1 billion as of December 31, 2020[36]. - The company's current assets amounted to approximately HKD 157.6 million as of December 31, 2021, compared to HKD 175.1 million as of December 31, 2020[41]. - The current ratio was approximately 5.4 times as of December 31, 2021, up from 3.4 times as of December 31, 2020[41]. - The number of active securities trading accounts decreased to 295 in Q3 2021 from 432 in Q3 2020[30].

2021 中期報告 Interim Report 2021 PF GROUP HOLDINGS LIMITED / 中期報告 2021 香港聯合交易所有限公司（「聯交所」）GEM（「GEM」）的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市 的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過 審慎周詳的考慮後方作出投資決定。 由於在GEM上市的公司普遍為中小型公司，在GEM買賣的證券可能會較在聯交所主板買 賣的證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市 場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容 而引致的任何損失承擔任何責任。 本報告乃遵照聯交所GEM證券上巿規則（「GEM上市規則」）而刊載，旨在提供有關PF Group Holdings Limited（「本公司」）的資料，本公司董事（「董事」）願就本報告的資料共 同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就其所知及所信，本報告 ...

Financial Performance - Total revenue for the first quarter of 2021 was HKD 1,785,000, a decrease of 65.0% compared to HKD 5,109,000 in the same period of 2020[6] - Commission income from securities trading and brokerage services was HKD 810,000, down 56.6% from HKD 1,865,000 year-on-year[6] - Interest income from margin and loan financing services decreased by 57.3% to HKD 952,000 from HKD 2,220,000 in the previous year[6] - The company reported a pre-tax loss of HKD 4,994,000, an improvement of 22.9% compared to a loss of HKD 6,480,000 in the first quarter of 2020[6] - Basic loss per share for the first quarter was HKD 0.25, compared to HKD 0.32 in the same quarter of the previous year[6] - Other income and losses amounted to HKD 258,000, down from HKD 931,000 in the previous year[6] - The group reported a loss of approximately HKD 5.0 million for the period, a reduction of about HKD 1.5 million or 22.9% compared to a loss of HKD 6.5 million in the first quarter of 2020[36] Equity and Assets - Total equity attributable to owners decreased to HKD 173,131,000 from HKD 178,125,000 at the beginning of the quarter[7] - As of June 30, 2021, the group's net current assets were approximately HKD 157.7 million, down from HKD 169.3 million as of March 31, 2021[37] - The total equity attributable to owners of the company was approximately HKD 173.4 million as of June 30, 2021, down from HKD 178.1 million as of March 31, 2021[39] Employee Costs - Employee costs for the quarter were HKD 2,358,000, a significant decrease from HKD 8,048,000 in the first quarter of 2020[6] - The total employee cost for the period was approximately HKD 2.0 million, significantly lower than HKD 8.0 million in the first quarter of 2020[40] Business Operations - The company did not report any income from asset management services in the first quarter of 2021, compared to HKD 453,000 in the same period of 2020[6] - The company had no asset management clients, down from 7 clients in the first quarter of 2020, and the total net asset value managed was zero, compared to HKD 4.2 billion in the previous year[31] - The company did not complete any placement and underwriting mandates during the period, resulting in a 100% decrease in related commission income to zero from HKD 66,000 in the first quarter of 2020[29] - The company continues to focus on its core services, including securities trading, underwriting, and asset management, while exploring opportunities for market expansion[9] Market and Future Outlook - The management remains cautiously optimistic about the company's future business development and overall performance despite ongoing economic uncertainties[32] - The company plans to adopt a prudent and balanced risk management approach to review and adjust its business strategies in response to future challenges[32] - The company aims to enhance its visibility and operational scale in the Hong Kong capital market to capture a larger market share[32] Shareholder Information - As of June 30, 2021, the major shareholders include: 1,199,640,000 shares (59.98%) held by Smart Investment, and 300,000,000 shares (15.00%) held by Baier, with the same amount held by Ms. Zhou as spouse[50] - Smart Investment is beneficially owned by Mr. Huo (30%) and Ms. Xie (70%), who are spouses, thus they are deemed to hold the shares[51] - Baier is wholly owned by Dr. Li, who is deemed to hold the shares through Baier[52] Corporate Governance - The audit committee, consisting of three independent non-executive directors and one non-executive director, reviewed the unaudited consolidated results for the period[58] - No directors or major shareholders have any interests in businesses that directly or indirectly compete with the group during the period[55] - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the period[41] - The group had no significant contingent liabilities as of June 30, 2021[44] - The company has not granted any share options since the adoption of the share option plan on December 5, 2016, until June 30, 2021[53] - There were no purchases, sales, or redemptions of the company's listed securities during the reporting period[54]

Financial Performance - The total revenue for the fiscal year ending March 31, 2021, decreased by approximately 46.9% or HKD 14.5 million compared to the previous year, primarily due to a reduction in fees and commissions from placement and underwriting activities [15]. - The total revenue for the year ended March 31, 2021, was approximately HKD 16.4 million, a decrease of about 46.9% compared to HKD 30.9 million for the year ended March 31, 2020 [31]. - Commission income from securities trading and brokerage services increased by 11.4% from approximately HKD 7.0 million in 2020 to approximately HKD 7.8 million in 2021 [14]. - Income from financing and loan clients decreased by 41.2% from approximately HKD 8.5 million in 2020 to approximately HKD 5.0 million in 2021 [14]. - Fees from asset management services rose by 128.6% from approximately HKD 0.7 million in 2020 to approximately HKD 1.6 million in 2021, attributed to the addition of a new asset management client [14]. - Other income, which includes professional service fees and loan commitment fees, decreased by 60.5% from approximately HKD 3.8 million in 2020 to approximately HKD 1.5 million in 2021 [14]. - Income from underwriting and placement activities decreased by approximately 95.4% from about HKD 11.0 million in 2020 to approximately HKD 0.5 million in 2021, primarily due to a reduction in the number of engagements and a decrease in total transaction value by approximately HKD 101.6 million [36]. - The net loss attributable to the owners of the company for the year was approximately HKD 16.0 million, compared to a loss of approximately HKD 6.3 million in 2020, representing an increase of 155.9% [31]. - The net loss for the year was approximately HKD 16.1 million in 2021, compared to a net loss of about HKD 6.2 million in 2020, with a basic loss per share of approximately HKD 0.80 [48]. Business Environment - The unemployment rate in Hong Kong reached 6.8% during the first quarter of 2021, reflecting the economic impact of COVID-19 [13]. - The company faced a challenging business environment due to the global pandemic, which affected various sectors in Hong Kong [13]. - The overall business environment has led to cautious investor sentiment, impacting the company's performance [13]. - The group remains cautiously optimistic about future business development and overall performance despite ongoing economic uncertainties [19]. Assets and Liabilities - Current assets decreased by 25.2% from HKD 291.4 million in 2020 to HKD 218.0 million in 2021 [31]. - The total assets under management dropped to zero as of March 31, 2021, from approximately HKD 4.3 billion in 2020, with all asset management clients terminating their agreements [29]. - As of March 31, 2021, the group's current assets net value was approximately HKD 169.3 million, down from about HKD 236.9 million in 2020, with a current ratio of about 4.4 times [50]. - The debt-to-equity ratio as of March 31, 2021, was 0.7%, a decrease from 2.5% in 2020 [57]. Corporate Governance - The company is committed to ensuring the accuracy and completeness of the information provided in its reports, as confirmed by the board of directors [12]. - The company reported a commitment to high standards of corporate governance, adhering to the principles and code provisions of the GEM Listing Rules [87]. - The board of directors consists of nine members, including five executive directors, one non-executive director, and three independent non-executive directors [91]. - The company has appointed three independent non-executive directors, constituting over one-third of the board, ensuring compliance with GEM listing rules [99]. - The company emphasizes the importance of separating the roles of the chairman and CEO, which is currently under review [87]. - The board is responsible for overseeing the risk management and internal control systems, which are designed to manage risks rather than eliminate them, ensuring reasonable assurance against material misstatements [133]. - The company has engaged independent external consultants to conduct an annual review of its risk management and internal control systems [133]. - The board regularly reviews the effectiveness of the risk management and internal control systems, deeming them sufficient and effective [143]. Management and Leadership - The management plans to focus on securities trading and brokerage services, underwriting services, and asset management services in response to the challenging business environment [52]. - The company has experienced changes in its executive leadership, with new appointments made in late 2020 [91]. - The executive director, Mr. Huo, has over 20 years of experience in wholesale trade and distribution of communication electronic products [72]. - The company has a strong management team with extensive experience in finance, investment, and corporate restructuring [77]. - The management team includes professionals with advanced degrees in business and finance, contributing to strategic decision-making [81]. Compliance and Risk Management - The group has appointed compliance officers to oversee daily operations and compliance matters, aiming to reduce human errors [70]. - The company is focused on risk management, financial accounting, and anti-money laundering as part of its core functions [81]. - The company has engaged independent external consultants for internal control reviews, ensuring effective risk management and internal control systems [134]. - The company has identified and assessed significant risks, implementing mitigation plans and internal control procedures [140]. Shareholder Relations - The company is focused on maintaining effective communication with shareholders and regulatory bodies [89]. - The company has adopted a dividend policy that emphasizes maintaining sufficient cash reserves to meet operational needs and future development while considering financial performance and cash flow [130]. - The board has the discretion to declare dividends based on various factors, including financial performance, cash flow, and future operational needs [130]. - The board will continue to review its governance practices to align with shareholder and investor expectations [87]. Customer and Revenue Concentration - The largest customer accounted for approximately 24.9% of the total revenue for the year ended March 31, 2021, compared to 17.7% in 2020 [164]. - The top five customers contributed about 49.8% of the total revenue for the year ended March 31, 2021, up from 41.8% in 2020 [164]. Employee and Operational Matters - Employee costs increased by approximately 6.7% to about HKD 16.0 million in 2021 from about HKD 15.0 million in 2020, accounting for approximately 45.4% of total expenses in 2021 compared to 39.3% in 2020 [43]. - The company has established a clear management structure and responsibilities, with high recruitment standards and regular training for employees [135]. - The company provides comprehensive information to management, covering financial performance and non-financial indicators [135]. Miscellaneous - The company has a share option scheme that allows for the issuance of up to 10% of the issued share capital as of January 6, 2017, with a total of 200 million shares available for issuance under the scheme [179]. - No share options were granted under the scheme from its adoption until March 31, 2021 [180]. - The group had a total of 488 active securities accounts as of March 31, 2021, compared to 393 accounts in 2020, representing a growth of approximately 24.2% [190]. - The group did not make any charitable donations in the fiscal year ending March 31, 2021, compared to HKD 0.2 million in 2020 [195].

Financial Performance - Total revenue for the three months ended December 31, 2020, was HKD 3,843,000, a decrease of 29% compared to HKD 5,403,000 in the same period of 2019[5] - Revenue from securities trading and brokerage services was HKD 1,572,000, down 16% from HKD 1,868,000 year-on-year[5] - Interest income from margin and loan financing services decreased to HKD 1,311,000, a decline of 18% from HKD 1,596,000 in the previous year[5] - For the nine months ended December 31, 2020, total revenue was HKD 14,777,000, a decrease of 40% from HKD 24,669,000 in the same period of 2019[5] - Total revenue for the three months ended December 31, 2020, was HKD 2,532,000, a decrease of 33.5% compared to HKD 3,807,000 for the same period in 2019[17] - Revenue from underwriting and placement services dropped significantly to HKD 8,000 from HKD 219,000 in the same quarter of 2019, representing a decline of 96.4%[19] - Interest income from margin financing services decreased to HKD 677,000, down 57.6% from HKD 1,596,000 in the same period last year[17] - Total revenue for Q3 2020 was approximately HKD 14.7 million, a decrease of about 40.5% compared to HKD 24.7 million in Q3 2019[33] - Revenue from underwriting and placement activities dropped approximately 96.2% to about HKD 0.4 million in Q3 2020, down from HKD 10.6 million in Q3 2019, due to a decrease in the number of assignments[33] Loss and Equity - The company reported a loss before tax of HKD 3,928,000 for the three months, compared to a loss of HKD 4,055,000 in the same period last year[5] - The company’s loss attributable to owners for the nine months was HKD 10,553,000, compared to a loss of HKD 4,369,000 in the previous year[5] - Basic loss per share for the nine months was HKD 0.53, compared to HKD 0.22 in the same period of 2019[5] - The company reported a net loss attributable to owners of HKD 3,928,000 for the three months ended December 31, 2020, compared to a loss of HKD 3,979,000 in the same period of 2019[27] - The total equity attributable to owners as of December 31, 2020, was HKD 183,599,000, down from HKD 276,046,000 a year earlier[7] Dividends and Employee Costs - The company declared and payable dividends of HKD 50,000,000 during the period[7] - The company did not declare any dividends for the nine months ended December 31, 2020, consistent with the previous year[24] - Total employee costs for the nine months ended December 31, 2020, were HKD 13,362,000, an increase of 3.7% from HKD 12,882,000 in the previous year[22] - The total employee cost for Q3 2020 was approximately HKD 13.3 million, compared to HKD 12.9 million in Q3 2019[41] Market Conditions and Future Outlook - The company continues to focus on providing securities trading, brokerage, and asset management services despite the challenging market conditions[9] - Future outlook remains cautious due to ongoing market volatility and the impact of COVID-19 on operations[18] - The management remains cautiously optimistic about future business development despite ongoing global economic uncertainties and the impact of COVID-19[32] Shareholding and Corporate Governance - After the completion of the offer, the offeror and its concert parties owned a total of 1,500,360,000 shares, representing 75.018% of the company's total issued share capital[47] - Following the offer's closure on December 11, 2020, the public shareholding percentage dropped to below 15%, leading to a trading suspension on December 14, 2020[47] - As of January 5, 2021, the offeror and its concert parties completed the placement of 264,880,000 shares, reducing their stake to 75%[49] - Post-placement, a total of 500,000,000 shares, equivalent to 25% of the company's issued share capital, were held by the public, meeting the minimum public float requirement[49] - As of December 31, 2020, the major shareholders included Mr. Ho and Ms. Tse, each holding 1,464,520,000 shares (73.23%), and Dr. Lee holding 300,000,000 shares (15.00%)[52] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[58] - The company received a temporary waiver from the Stock Exchange regarding compliance with the GEM Listing Rules on public float from October 28, 2020, to January 8, 2021[47] - The company has adopted a share option scheme effective from December 5, 2016, but no options have been granted under this scheme as of the report date[57] - The board underwent significant changes with multiple resignations and appointments, including the appointment of Dr. Li Zhenbang as the executive director and chairman on December 11, 2020[62] - The company has established an audit committee in compliance with GEM listing rules, consisting of three independent non-executive directors and one non-executive director[65] - The board is committed to high standards of corporate governance, adhering to the principles and code provisions set out in the GEM listing rules[64] - The audit committee and senior management reviewed the group's unaudited consolidated results for the period, ensuring compliance with applicable accounting standards and GEM listing rules[67] - The company has confirmed that all directors complied with the prescribed trading standards throughout the reporting period[61] - There were no interests held by directors or major shareholders in any competing businesses during the reporting period[60] - The company’s governance practices are deemed essential for growth and safeguarding shareholder interests[64] - The board currently consists of nine members, including five executive directors and four independent non-executive directors[68] - The company is focused on maintaining transparency and adequate disclosure in its financial reporting[67]

Financial Performance - Total revenue for the six months ended September 30, 2020, was HKD 10,934,000, a decrease of 43.3% compared to HKD 19,266,000 for the same period in 2019[4] - The company reported a net loss attributable to owners of HKD 6,625,000 for the six months ended September 30, 2020, compared to a loss of HKD 390,000 in the same period of 2019[4] - For the six months ended September 30, 2020, total revenue was HKD 10,934,000, a decrease of 43.2% compared to HKD 19,266,000 for the same period in 2019[23] - The company incurred total operating expenses of HKD 18,128,000 for the six months ended September 30, 2020, compared to HKD 13,778,000 in the same period of 2019[4] - The pre-tax loss for the six months ended September 30, 2020, was HKD 6,652,000, compared to a loss of HKD 390,000 in 2019[34] Revenue Breakdown - Commission income from securities trading and brokerage services increased to HKD 4,572,000 for the six months ended September 30, 2020, up 47.4% from HKD 3,102,000 in 2019[4] - Revenue from underwriting and placing services significantly decreased to HKD 363,000, down 96.5% from HKD 10,413,000 in 2019[23] - Asset management service revenue rose to HKD 907,000, an increase of 42.1% compared to HKD 639,000 in the same period last year[23] - Interest income from margin financing services was HKD 2,831,000, down 13.4% from HKD 3,269,000 in 2019[23] - The company recognized revenue of HKD 10,084,000 at a point in time for the six months ended September 30, 2020, compared to HKD 18,765,000 in 2019, a decline of 46.3%[23] Cash Flow and Assets - Cash and bank balances decreased to HKD 79,596,000 as of September 30, 2020, down from HKD 107,466,000 at the beginning of the period[8] - Operating activities generated a net cash inflow of HKD 24,533,000 for the six months ended September 30, 2020, compared to a cash outflow of HKD 10,448,000 in 2019[8] - The company's total assets decreased to HKD 187,500,000 as of September 30, 2020, down from HKD 245,373,000 as of March 31, 2020[5] - The company's equity attributable to owners decreased to HKD 187,500,000 as of September 30, 2020, from HKD 244,152,000 as of March 31, 2020[5] Shareholder Information - The company is subject to a mandatory unconditional cash offer for all issued shares, with the offeror and its concert parties owning 1,500,360,000 shares, representing 75.018% of the total issued share capital[84] - As of September 30, 2020, the major shareholders include Mr. Lo with a controlled corporation interest of 1,500,000,000 shares, equating to 75% of the company[87] - The beneficial ownership of TML is held by Mr. Lo and Mr. Lo, with respective interests of 57.1% and 42.9%[90] - The company’s major shareholders include Ms. Lei, who holds a spouse interest in 1,500,000,000 shares, also representing 75%[91] - The company’s major shareholders collectively hold 75% of the shares, indicating a significant concentration of ownership[91] Corporate Governance - The board is committed to high standards of corporate governance, which is deemed essential for the group's growth and safeguarding shareholder interests[99] - An audit committee has been established in accordance with GEM Listing Rules, consisting of three independent non-executive directors, and has reviewed the group's unaudited consolidated results[101] - The company has adopted trading compliance standards as per GEM Listing Rules, and all directors confirmed adherence to these standards during the reporting period[98] Operational Insights - The company has not reported any new product launches or significant market expansion strategies during this period[4] - The company’s operational decisions are reviewed based on revenue analysis from its five main service categories, including securities trading, underwriting, and asset management[19] - The group plans to focus on securities trading and brokerage services, placement and underwriting services, and asset management services in response to the current economic conditions[67] Accounting and Reporting - The company has adopted the new Hong Kong Financial Reporting Standard 16 related to leases, which has impacted the accounting for rental payments due to COVID-19[16] - The company has not applied any new accounting standards that have been issued but are not yet effective[18]

Financial Performance - Total revenue for the three months ended June 30, 2020, was HKD 6,232,000, a decrease of 13.3% compared to HKD 5,455,000 in the same period of 2019[5] - The company reported a loss attributable to owners of the company of HKD 6,480,000, compared to a loss of HKD 679,000 in the same period last year[5] - Basic loss per share for the period was HKD 0.32, compared to HKD 0.03 in the previous year[5] - Total operating expenses increased significantly to HKD 12,712,000, up from HKD 6,066,000 in the same period of 2019, primarily due to higher employee costs[5] - For the three months ended June 30, 2020, the company reported total revenue of HKD 5,109,000, a slight decrease of 3.7% from HKD 5,304,000 in the same period of 2019[16] - The company reported a net loss attributable to shareholders of HKD 6,480,000 for the three months ended June 30, 2020, compared to a loss of HKD 679,000 in the same period of 2019[26] - Total revenue for Q1 2020 was approximately HKD 5.1 million, a decrease of about HKD 0.2 million or 3.8% compared to Q1 2019's HKD 5.3 million[33] - The group recorded a loss of approximately HKD 6.5 million in Q1 2020, an increase of about HKD 5.8 million or 828.6% compared to a loss of HKD 0.7 million in Q1 2019[36] Income Sources - Commission income from securities trading and brokerage services increased to HKD 1,865,000, up 20.5% from HKD 1,548,000 year-on-year[5] - Interest income from margin and loan financing services rose to HKD 2,220,000, representing a 44.9% increase from HKD 1,533,000 in the previous year[5] - Commission income from securities trading and brokerage services increased by 26.7% to HKD 1,865,000 in Q1 2020 from HKD 1,548,000 in Q1 2019[28] - Interest income from margin and loan financing rose by 46.7% to HKD 2,220,000 in Q1 2020 from HKD 1,533,000 in Q1 2019[29] Asset Management - The company managed assets worth approximately HKD 4.2 billion as of June 30, 2020, down from HKD 4.7 billion in the same period of 2019[31] - The net asset value managed by the group was approximately HKD 4.2 billion as of June 30, 2020, down from HKD 4.7 billion in Q1 2019[35] Shareholder Information - As of June 30, 2020, Mr. Lo Tak Wing and Mr. Lo Siu Wing each hold 1,500,000,000 shares, representing 75% of the company's total issued share capital[51] - Thoughtful Mind Limited (TML) is beneficially owned by Mr. Lo Tak Wing (57.1%) and Mr. Lo Siu Wing (42.9%), thus they are deemed to have interests in the 1,500,000,000 shares held by TML[52] - On April 28, 2020, a sale agreement was established for TML to sell 1,500,000,000 shares, equivalent to 75% of the company's total issued share capital, to Mingsheng Investment[52] - TML, Ms. Lei and Mingsheng Investment each hold 1,500,000,000 shares, representing 75% of the company's total issued share capital[55] - The company has not granted any share options under the share option scheme since its adoption on December 5, 2016, until June 30, 2020[57] Corporate Governance - The company adheres to high standards of corporate governance, essential for growth and protecting shareholder interests[62] - An audit committee has been established in compliance with GEM Listing Rules, consisting of three independent non-executive directors[63] - The audit committee reviewed the unaudited consolidated performance for the period and confirmed compliance with applicable accounting standards and legal requirements[63] - All directors confirmed compliance with the GEM Listing Rules regarding securities transactions during the reporting period[61] Market Strategy - The company continues to focus on expanding its securities trading and brokerage services, as well as enhancing its asset management offerings[9] - The company plans to focus on securities trading and brokerage services, placement and underwriting services, and asset management services in response to the current economic conditions[32] - The company will continue to monitor developments in the Hong Kong financial market and regulatory changes to enhance its market presence and operational scale[32] Other Information - The company did not declare any dividends for the three months ended June 30, 2020, consistent with the previous year[24] - The company completed one placement and underwriting engagement with a total transaction value of approximately HKD 6.5 million in Q1 2020, down from three engagements valued at HKD 27.2 million in Q1 2019[29] - The company had 224 active securities trading accounts as of June 30, 2020, compared to 198 accounts in the same period of 2019, with total trading value of approximately HKD 900 million, up 12.5% from HKD 800 million in 2019[28] - The group had no significant contingent liabilities as of June 30, 2020[45] - There were no major acquisitions or disposals of subsidiaries or associates during the period[42] - The company or any of its subsidiaries did not purchase, sell, or redeem any of its listed securities during the reporting period[58] - There are no interests held by directors or controlling shareholders that directly or indirectly compete with the company's business[59] - No new products or technologies were specifically mentioned in the report, indicating a potential area for future development[5]

Financial Performance - Total revenue for the fiscal year ending March 31, 2020, decreased by approximately 54.3% or HKD 36.7 million compared to the previous year, primarily due to a decline in fees and commissions from placement and underwriting activities [9]. - Total revenue for the year ended March 31, 2020, was approximately HKD 30.9 million, a decrease of about 54.3% from HKD 67.6 million in 2019 [26]. - The group recorded a pre-tax loss of HKD 6.2 million in 2020, compared to a profit of HKD 26.5 million in 2019, representing a change of 123.4% [23]. - The company reported a net loss of approximately HKD 6.2 million for 2020, compared to a net profit of approximately HKD 22.0 million in 2019, with basic loss per share of approximately HKD 0.31 [32]. - The total value of transactions decreased by approximately HKD 700 million, impacting the number of placements and underwriting engagements [9]. Revenue Sources - Commission income from securities trading and brokerage services slightly increased by 2.9% to approximately HKD 7.0 million, up from HKD 6.8 million in 2019 [9]. - Income from financing and loan clients rose by 30.8% to approximately HKD 8.5 million, compared to HKD 6.5 million in 2019 [9]. - Revenue from underwriting and placement services dropped by approximately 77.6% to about HKD 11.0 million in 2020, down from HKD 49.0 million in 2019, due to a decrease in the number of engagements [17]. - Fees from asset management services decreased by 50.0% to approximately HKD 0.7 million, down from HKD 1.4 million in 2019, mainly due to a reduction in total assets under management [9]. - Other income, which includes professional service fees and loan commitment fees, slightly decreased by 2.6% to approximately HKD 3.8 million from HKD 3.9 million in 2019 [9]. Economic Environment - The economic environment in Hong Kong faced significant challenges, with a contraction of 2.9% in the fourth quarter of 2019, marking the first annual decline since the global financial crisis in 2009 [8]. - The overall market sentiment was negatively affected by ongoing political unrest and the prolonged US-China trade war [8]. - The company is focused on navigating the challenging business environment and adapting its strategies accordingly [9]. - The management plans to focus on securities trading and brokerage services, placement and underwriting services, and asset management services in response to the challenging economic environment due to COVID-19 [39]. Corporate Governance - The company reported a commitment to high standards of corporate governance, adhering to the principles and code provisions of the GEM Listing Rules [75]. - The board confirmed compliance with the prescribed trading standards for directors throughout the fiscal year ending March 31, 2020 [76]. - The board is responsible for leading and monitoring the group, aiming to maximize long-term value for shareholders while balancing the interests of stakeholders [77]. - The company has established a governance report highlighting its main corporate governance practices for the fiscal year [74]. - The company is focused on enhancing its corporate governance standards to meet increasingly complex regulatory requirements [75]. Risk Management - The group has established a risk management framework to minimize the negative impact of risks on operational performance, ensuring maximum benefits for shareholders [52]. - The risk management process includes identifying, assessing, and responding to significant risks that may impact the business and operations [111][112][113]. - The board has implemented an efficient and effective risk management and internal control system to protect shareholder interests and group assets [109]. - An independent external consultant has been engaged to conduct an annual review of the internal control system, covering financial, operational, compliance, and risk management functions [109]. Dividends - The company declared a special dividend of HKD 0.015 per share, totaling HKD 30 million, compared to zero in 2019 [33]. - The proposed final dividend is HKD 0.025 per share, totaling HKD 50 million, subject to shareholder approval [34]. - The board of directors has the discretion to declare dividends based on the company's financial performance, financial condition, and other relevant factors [106]. Shareholder Information - As of March 31, 2020, the company's net current assets were approximately HKD 236.9 million, down from HKD 274.1 million in 2019, with a current ratio of approximately 5.3 times [37]. - The largest customer accounted for approximately 17.7% of total revenue for the year ended March 31, 2020, up from 10.8% in 2019, while the top five customers represented about 41.8% of total revenue, compared to 38.3% in 2019 [136]. - The company maintains a public float of at least 25% in compliance with GEM listing rules as of the date of the annual report [200]. Related Party Transactions - The maximum annual limit for related party transactions with Mr. Qiu was set at HKD 2,000 thousand, with actual amounts reaching HKD 1,373 thousand for debts and HKD 70 thousand for income [177]. - The company’s independent non-executive directors confirmed that the related party transactions were conducted in the ordinary course of business and on normal commercial terms [189]. - The ongoing related party transactions were not approved by the board of directors, raising concerns about compliance with the company’s pricing policy [191]. - The maximum annual limit for revenue from services provided to the Luo Group was set at HKD 3,400,000, with actual revenue reaching approximately HKD 1,556,000 [184].

Financial Performance - Total revenue for the three months ended December 31, 2019, was HKD 7,269,000, a decrease of 52.0% compared to HKD 15,310,000 in the same period of 2018[6] - Total revenue for the nine months ended December 31, 2019, was HKD 26,918,000, a decrease of 43.5% compared to HKD 47,514,000 in the same period of 2018[6] - The company reported a loss before tax of HKD 4,055,000 for the three months ended December 31, 2019, compared to a profit of HKD 6,294,000 in the same period of 2018[6] - The basic loss per share for the three months ended December 31, 2019, was HKD (0.20), compared to earnings of HKD 0.26 in the same period of 2018[6] - Total comprehensive loss attributable to owners of the company for the nine months ended December 31, 2019, was HKD (4,369,000), compared to a total comprehensive income of HKD 16,748,000 in the same period of 2018[6] - Loss for the third quarter of 2019 was approximately HKD 4.4 million, a significant decrease of about HKD 21.1 million or 126.3% compared to a profit of approximately HKD 16.7 million for the nine months ended December 31, 2018[51] Revenue Breakdown - Commission income from securities trading and brokerage services for the three months ended December 31, 2019, was HKD 1,868,000, an increase of 51.7% compared to HKD 1,232,000 in the same period of 2018[6] - Total revenue for the third quarter of 2019 was approximately HKD 24.7 million, a decrease of about 47.2% compared to HKD 46.8 million in the same period of 2018[44] - Commission income from securities trading and brokerage services remained stable at approximately HKD 5.0 million, compared to HKD 4.9 million in the third quarter of 2018[43] - Revenue from underwriting and placement activities decreased by approximately 67.4% to about HKD 10.6 million from HKD 32.5 million in the same period last year, due to a reduction in the number of mandates[43] - Interest income from margin financing services slightly decreased by about 3.9% to approximately HKD 4.9 million from HKD 5.1 million in the third quarter of 2018[44] - Revenue from asset management services was approximately HKD 1.0 million, a decrease of about 33.3% from HKD 1.5 million in the third quarter of 2018[44] - Total client contract revenue for the nine months ended December 31, 2019, was HKD 19.8 million, down from HKD 41.8 million in the same period of 2018[31] - The group recorded other service income of approximately HKD 3.2 million, primarily from professional services and loan setup fees[44] Equity and Assets - The company's total equity as of December 31, 2019, was HKD 276,046,000, a decrease from HKD 280,415,000 as of April 1, 2019[7] - As of December 31, 2019, the group's net current assets were approximately HKD 267.4 million, including cash and cash equivalents of approximately HKD 123.6 million[53] - The current ratio as of December 31, 2019, was approximately 3.0 times, down from 3.7 times as of March 31, 2019[53] - The group managed assets with a net value of approximately HKD 5.4 billion as of December 31, 2019, an increase from approximately HKD 5.2 billion as of March 31, 2019[49] Employee Costs - The company’s employee costs for the three months ended December 31, 2019, were HKD (6,838,000), an increase of 168.5% compared to HKD (2,548,000) in the same period of 2018[6] - Total employee costs for Q3 2019 were approximately HKD 12.9 million, compared to approximately HKD 7.4 million in Q3 2018[56] Corporate Governance - The company has complied with all applicable corporate governance codes during the reporting period[79] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results and confirmed compliance with applicable accounting standards[81] - The company is committed to high standards of corporate governance to protect shareholder interests and assets[79] Lease Accounting - The financial statements have been prepared in accordance with applicable Hong Kong Financial Reporting Standards[12] - The company has adopted the Hong Kong Financial Reporting Standard 16 for leases, which has resulted in significant changes in accounting policies related to the recognition of right-of-use assets and lease liabilities[20] - For short-term leases, defined as leases with a term of 12 months or less, the company has applied the short-term lease exemption, recognizing lease payments as expenses on a straight-line basis over the lease term[17] - The cost of right-of-use assets includes the initial measurement amount of lease liabilities, any lease payments made before the commencement date, and any initial direct costs incurred by the company[19] - The company recognizes lease liabilities at the present value of unpaid lease payments as of the lease commencement date, using the incremental borrowing rate if the implicit rate is not readily determinable[22] - The company anticipates no significant impact on its financial statements from the adoption of the new and revised Hong Kong Financial Reporting Standards, aside from the changes related to leases[28] Shareholder Information - The company did not declare any dividends for the nine months ended December 31, 2019[38] - A special dividend of HKD 0.015 per share was proposed on January 14, 2020, to be paid on February 12, 2020[61] - As of December 31, 2019, the major shareholder holds 1,500,000,000 shares, representing 75% of the company's ordinary shares[66] - The company has not issued any share options under the adopted share option scheme since its adoption on December 5, 2016[69] - The company has provided a secured loan of up to HKD 67,500,000 to Success Seven Limited for acquisition purposes, with a setup fee of HKD 675,000 and an annual commitment fee of 7%[74][75] - The loan interest will accumulate at an annual rate of 14% from the date of withdrawal[75] Business Operations - The company has been engaged in securities trading and brokerage services, underwriting and placement services, margin financing services, and asset management services[9] - The company provides five main services: securities trading and brokerage, underwriting and placement services, financing services, asset management services, and other services[30] - The company evaluates its performance based on unaudited condensed consolidated income and other comprehensive income statements, focusing on revenue and profit[29] - The group had 1,179 active securities trading accounts as of December 31, 2019[43]