香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就本公告全部或任何部份 內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Zijing International Financial Holdings Limited 紫荊國際金融控股有限公司 （於開曼群島註冊成立的有限公司） （股票編號：8340） 正面盈利警告 PROFIT WARNING 本公告乃由本公司根據GEM上市規則第17.10條及證券及期貨條例第XIVA部項下 之內幕消息條文而作出。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及潛在投資 者，根據本集團之未經審核綜合管理賬目及目前可得資料，本集團預期將錄得截至 二零二五年六月三十日止六個月本公司擁有人應佔溢利介乎約 5,000,000 港元至約 6,000,000 港元，而截至二零二四年六月三十日止六個月則為虧損 2,750,000 港元。 扭虧為盈乃主要由於於回顧期內，(i)網絡遊戲業務及汽車租賃業務收入增加；(ii)法 律及專業費用減少；及(iii)財務成本減少。 本公司仍正在落實本集 ...

（於開曼群島註冊成立的有限公司） （股票編號：8340） 本公告的資料乃遵照香港聯合交易所有限公司（「聯交所」）的 GEM 證券上市 規則而刊載，旨在提供有關本公司的資料；各董事願就本公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公告所 載資料在各重要方面均準確完備，沒有誤導或欺詐成分，且並無遺漏任何事實 項，足以令致使本公告或其所載任何陳述產生誤導。 董事會會議通告 1) 省覽及通過本公司截至二零二五年六月三十日止六個月之未經審核半年度業 績，並通過將半年度業績公告刊登於香港聯合交易所有限公司之網站上; 2) 考慮派付中期股息（如有）; 3) 考慮暫停辦理本公司股份過戶登記手續（如有需要）;及 4) 處理其他事項。 紫荊國際金融控股有限公司（「本公司」）之董事（「董事」）會（「董事會」） 謹此宣布，將於二零二五年八月二十九日(星期五) 舉行，以便處理下列事項： 承董事會命 紫荊國際金融控股有限公司 李俊葦 主席 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部份內容而產 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 I. 法定/註冊股本變動 致：香港交易及結算所有限公司 公司名稱: 紫荊國際金融控股有限公司 呈交日期: 2025年8月6日 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08340 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000,000 | HKD | | 0.01 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000,000 | HKD | | 0.01 | HKD | | 2,000,000,000 | 截至月份: 2025年7月31日 狀態: 新提 ...

Group 1 - The core viewpoint of the news highlights the recent performance and financial metrics of Zijing International Finance, indicating a significant drop in stock price over the past month and year, despite a recent increase in share price [1] - As of July 17, the Hang Seng Index closed at 24,498.95 points, down 0.08%, while Zijing International Finance's stock price rose by 25.0% to HKD 0.35 per share, with a trading volume of 125,000 shares and a turnover of HKD 43,500 [1] - Over the past month, Zijing International Finance has experienced a cumulative decline of 26.32%, and a year-to-date decline of 51.59%, underperforming the Hang Seng Index, which has increased by 22.22% [1] Group 2 - Financial data shows that for the year ending December 31, 2024, Zijing International Finance achieved total revenue of HKD 37.83 million, representing a year-on-year growth of 143.91%, while the net profit attributable to shareholders was a loss of HKD 2.29 million, an increase of 36.94% [1] - The company's debt-to-asset ratio stands at 19.37% [1] - Currently, there are no institutional investment ratings available for Zijing International Finance [1] Group 3 - In terms of industry valuation, the average price-to-earnings (P/E) ratio for other financial sectors is 9.92 times, with a median of -0.2 times, while Zijing International Finance has a P/E ratio of -7.54 times, ranking 117th in the industry [1] - Comparatively, other financial companies such as China Merchants China Fund (2.55 times), Weixin Jinkou (3.57 times), Hong Kong Credit (3.82 times), Guoyin Financial Leasing (4.45 times), and Zhongguancun Technology Leasing (4.69 times) have higher P/E ratios [1]

Company Overview - ZhiJing International Financial Holdings Limited is a wholly-owned subsidiary of YuGao Financial Group, which has been listed on the Hong Kong Stock Exchange since May 20, 2008 [2] - The company specializes in assisting enterprises with financing in capital and debt markets, providing tailored professional advice on fundraising structures and terms [2] - ZhiJing International Financial offers comprehensive financial advisory services, including mergers and acquisitions, asset sales, and private placements for pre-IPO companies [2] Financial Performance - As of December 31, 2024, ZhiJing International Financial reported total revenue of 37.83 million HKD, a year-on-year increase of 143.91% [1] - The company recorded a net profit attributable to shareholders of -2.29 million HKD, reflecting a year-on-year increase of 36.94% [1] - The asset-liability ratio stands at 19.37% [1] Stock Performance - On June 6, the Hang Seng Index fell by 0.48%, closing at 23,792.54 points, while ZhiJing International Financial's stock price rose by 90.48% to 0.44 HKD per share, with a trading volume of 1.90 million shares [1] - Over the past month, the stock has seen a cumulative increase of 16.08%, but it has declined by 60.07% year-to-date, underperforming the Hang Seng Index by 19.18% [1] Valuation Metrics - The current price-to-earnings (P/E) ratio for ZhiJing International Financial is -5.18, ranking 121st in the industry [1] - The average P/E ratio for other financial companies in the industry is 24.59, with a median of -0.13 [1] - Comparatively, other financial firms have P/E ratios of 1.93 for Dongfang Huicai Securities, 2.28 for China Merchants China Fund, and 3.35 for Guoyin Financial Leasing [1] Upcoming Events - On June 5, 2025, the company plans to issue 11.11 million new shares, representing 16.67% of the enlarged share capital, at a subscription price of 0.19 HKD per share, which is a 17.75% discount to the previous closing price [3]

Financial Performance - The group's consolidated revenue for the year ended December 31, 2024, was approximately HKD 40.84 million, a significant increase from HKD 16.73 million in 2023[14]. - Revenue from the online gaming segment contributed HKD 20.67 million, compared to zero in the previous year, with key titles including "Jinxiu Jianghu" generating HKD 14.53 million[18]. - The group reported a loss attributable to shareholders of approximately HKD 2.48 million, a reduction of about 36.9% from a loss of HKD 3.93 million in 2023[18]. - The group established a luxury car fleet for its car rental business, generating revenue of HKD 4.42 million in 2024, up from HKD 0.053 million in 2023[17]. - Total assets increased to approximately HKD 92.70 million as of December 31, 2024, compared to HKD 42.76 million in 2023[19]. - The group's net asset value rose to approximately HKD 74.75 million, up from HKD 24.58 million in 2023[19]. - The group’s cash and cash equivalents amounted to HKD 13.23 million as of December 31, 2024[20]. - The group’s current assets net value and current ratio were HKD 26.70 million and 2.6 times, respectively, compared to HKD 10.91 million and 1.6 times in 2023[20]. - The group’s total borrowings amounted to HKD 11.47 million as of December 31, 2024, down from HKD 16 million in 2023[25]. - The group did not recommend any dividend payment for the year ended December 31, 2024, consistent with the previous year[45]. Business Operations - In 2024, the company completed over 23 projects in the corporate finance advisory sector despite a challenging market environment[7]. - The number of new companies listed on the Hong Kong Stock Exchange's main board in 2024 was 71, a slight increase of approximately 1.4% from 70 in 2023[7]. - The company established two open-ended fund companies, with assets under management reaching HKD 20 million as of December 31, 2024[8]. - The company expanded its car rental business in the Greater Bay Area, operating a fleet of eight luxury vehicles, all successfully rented out[9]. - The company launched six online games, with five released in 2024, including titles like "Jinxiu Jianghu" and "Wulin Xianxia" targeting various international markets[10]. - The group plans to raise up to HKD 53.80 million through a rights issue, with net proceeds allocated for debt repayment, enhancing the car fleet, and expanding the online gaming business[25]. - The group plans to expand its market share in the car rental industry by actively sourcing suitable vehicles to enhance its fleet[35]. - The group aims to diversify its revenue sources by obtaining additional online gaming licenses and establishing an internal team for licensed game operations[35]. - The group will continue to monitor market trends and customer feedback to adjust its products accordingly, ensuring competitiveness in the Greater Bay Area[35]. - The group is focused on improving operational efficiency and effectiveness despite facing intense competition in its business operations[34]. Employee and Management - As of December 31, 2024, the group had 18 employees, with total employee costs amounting to HKD 9.74 million, a decrease from approximately HKD 10.24 million in 2023[27]. - Employee turnover rate increased to 21.7% in 2024 from 13.6% in 2023[133]. - Total number of employees as of December 31, 2024, is 18, with 17 in Hong Kong and 1 in Singapore[134]. - Average training hours per employee remained at 12 hours for male and female employees, with 100% participation in training programs[136]. - Employee benefits include vacation, medical plans, group insurance, and discretionary bonuses[133]. - The company emphasizes continuous professional development, providing on-the-job training and external training opportunities[135]. - The company has adopted a share option scheme to attract and retain qualified personnel, with a maximum share issuance limit of 10% of the total issued shares[55]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report covers all business segments, including financial services in Hong Kong and Singapore, car leasing, and newly launched online gaming business for the fiscal year ending December 31, 2024[86]. - The company emphasizes sustainable development as a core value and has taken significant measures to address ESG challenges and fulfill social responsibilities[90]. - The company aims to minimize environmental impact through responsible resource management and sustainable practices[94]. - The group has implemented a waste management strategy based on the "3R" principles (Reduce, Reuse, Recycle), including the installation of recycling bins in offices[125]. - The group aims to reduce energy consumption and environmental impact through various green operational measures, fostering a culture of sustainability and environmental responsibility[127]. - The group has identified climate change as a significant risk, particularly due to the increasing frequency of extreme weather events, and has implemented comprehensive work arrangements to ensure smooth operations during such events[129]. - The company has conducted a materiality assessment to identify key ESG issues that significantly impact its operations and stakeholders[101]. - Stakeholder engagement is crucial for understanding concerns related to ESG issues, which helps the company identify and assess related risks[97]. - The company focuses on service quality, business integrity, and employee rights as the four main concerns of its stakeholders[106]. Corporate Governance - The company has adhered to the corporate governance code as per GEM Listing Rules Appendix 15 for the fiscal year ending December 31, 2024, with the exception of deviation from code provision A.2.1[147]. - The board of directors held 16 meetings during the fiscal year, with all directors attending all meetings, demonstrating strong governance and oversight[150]. - The company has three independent non-executive directors who ensure compliance with regulatory standards and protect shareholder interests[151]. - The board has established three committees: Nomination Committee, Remuneration Committee, and Audit Committee, to enhance governance practices[152]. - The company is committed to board diversity, considering various factors such as skills, regional and educational background, and industry experience[154]. - All directors have received training on their responsibilities and relevant regulations to ensure compliance with good corporate governance practices[156]. - The company has a policy for re-election of directors, ensuring that all directors are subject to re-election at least every three years[153]. - The independent non-executive directors have confirmed their independence in accordance with GEM Listing Rules, ensuring effective oversight[151]. Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements of the company fairly reflect its financial position as of December 31, 2024[189]. - Key audit matters identified include the assessment of trade receivables impairment, which is significant due to the scale of outstanding balances and the risk of non-recovery[191]. - The auditor's procedures included verifying management's credit control processes and assessing the reasonableness of loss provisions based on historical default data and current economic conditions[194]. - The board of directors is responsible for preparing the financial statements in accordance with applicable accounting standards and ensuring internal controls to prevent material misstatements[197]. - The auditor evaluates the appropriateness of accounting policies adopted by the board and assesses the overall presentation and disclosures in the financial statements[200].

Financial Performance - The group's revenue for the year ended December 31, 2024, was approximately HKD 40.84 million, compared to HKD 16.73 million for the year ended December 31, 2023, representing a growth of 143%[3] - The loss attributable to owners for the year ended December 31, 2024, was approximately HKD 2.48 million, a decrease from a loss of HKD 3.93 million in the previous year, indicating an improvement of 37%[3] - The company reported a basic and diluted loss per share of HKD 0.087 for the year ended December 31, 2024, compared to HKD 0.422 in the previous year, showing a reduction in loss per share[4] - The company recorded a total segment loss before tax of HKD 2,477,000 for the year ended December 31, 2024, compared to a loss of HKD 3,928,000 in 2023, showing an improvement[15] - The group reported a loss attributable to owners of approximately HKD 2.48 million, a decrease of about 36.9% from a loss of HKD 3.93 million in 2023[39] Revenue Breakdown - Revenue from corporate finance advisory and asset management services was HKD 15,259,000, down from HKD 16,200,000 in 2023, a decrease of 5.8%[15] - The network gaming business generated revenue of HKD 20,670,000 in 2024, with no revenue reported in 2023, indicating a new revenue stream[15] - The automotive leasing business reported revenue of HKD 4,421,000, up from HKD 53,000 in 2023, reflecting a substantial growth[15] - Revenue from external customers in Hong Kong was HKD 40,775,000 in 2024, compared to HKD 15,261,000 in 2023, marking a growth of 167%[18] - The network gaming segment contributed HKD 20.67 million to the total revenue, with five games generating revenue for the first time, compared to zero in the previous year[38] Assets and Equity - Non-current assets increased significantly to HKD 49.23 million as of December 31, 2024, from HKD 13.67 million as of December 31, 2023, reflecting a growth of 260%[5] - The total equity of the company reached HKD 74.75 million as of December 31, 2024, up from HKD 24.58 million in the previous year, representing a growth of 204%[5] - The total assets of the group increased to approximately HKD 92.70 million as of December 31, 2024, up from approximately HKD 42.76 million in 2023[40] - The net asset value of the group was approximately HKD 74.75 million, compared to approximately HKD 24.58 million in the previous year[40] Share Capital and Dividends - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2024[3] - The company issued new shares, increasing its share capital to HKD 53.76 million as of December 31, 2024, from HKD 8.96 million in the previous year[6] - The company did not recommend the payment of a final dividend for the years ended December 31, 2024, and 2023[26] Business Expansion - The company expanded its business operations in the automotive leasing and online gaming sectors during the year ended December 31, 2024[7] - The company has expanded its operations to include a new segment in automotive leasing and network gaming, increasing the number of operating segments from three to four[14] - The automotive leasing business expanded in the Greater Bay Area, with a fleet of eight luxury vehicles successfully rented out by December 31, 2024[31] - The company plans to focus on expanding its car rental business in the Greater Bay Area, anticipating increased demand due to government policies[55] Financial Management - The company incurred interest expenses of HKD 1,491,000 in 2024, a significant increase from HKD 402,000 in 2023[5] - The company recorded a depreciation expense of HKD 7,239,000 for owned properties and equipment in 2024, compared to HKD 587,000 in 2023[5] - The total employee costs for the year amounted to HKD 9.74 million, down from approximately HKD 10.24 million in 2023[48] - The company utilized available tax losses to offset taxable profits for the year, resulting in no provision for Hong Kong profits tax[20] Future Outlook - The company anticipates future revenue from customer contracts, although specific figures are not disclosed due to the nature of the contracts[13] - The management maintains a cautiously optimistic outlook for 2025, despite uncertainties in trade policies and geopolitical factors[54] - Future outlook includes potential growth opportunities in emerging markets[60] - The company is exploring new product development and technological advancements[60] - The group aims to enhance its online gaming business by obtaining additional licenses and building an internal team for game operations[55] Corporate Governance and Transparency - The board emphasizes the importance of corporate governance and compliance[60] - The company is committed to transparency and timely disclosure of financial information to stakeholders[60] - The financial results and performance metrics will be detailed in the upcoming reports[60] - The company plans to engage with investors to discuss performance and strategies[60]

[Performance Highlights](index=3&type=section&id=Performance%20Highlights) The Group's revenue surged by 234% to HKD 20.79 million in H1 2024, driven by new businesses, while loss attributable to owners narrowed by 24.6% to HKD 2.75 million [Performance Highlights](index=3&type=section&id=Summary) The Group's revenue surged by 234% to HKD 20.79 million in H1 2024, driven by new businesses, while loss attributable to owners narrowed by 24.6% to HKD 2.75 million Key Performance Indicators for H1 2024 | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | Approx. HKD 20.79 million | Approx. HKD 6.22 million | +234.2% | | Loss attributable to owners of the Company | Approx. HKD 2.75 million | Approx. HKD 3.65 million | -24.6% | | Proposed Dividend | Nil | Nil | - | [Interim Financial Statements (Unaudited)](index=5&type=section&id=Interim%20Results%20(Unaudited)) This section presents the Group's unaudited interim financial statements, including the statement of profit or loss, financial position, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) H1 2024 revenue grew 234% to HKD 20.79 million, driven by new businesses, resulting in a gross profit of HKD 7.71 million and a narrowed loss attributable to owners of HKD 2.75 million Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Item (HKD '000) | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Revenue | 20,791 | 6,222 | | Cost of Revenue | (13,081) | — | | **Gross Profit** | **7,710** | **6,222** | | Operating Expenses | (9,472) | (9,869) | | **Operating Loss** | **(1,762)** | **(3,647)** | | **Loss Attributable to Owners of the Company** | **(2,749)** | **(3,647)** | | **Basic and Diluted Loss Per Share (HK cents)** | **(3.1)** | **(5.6)** | [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets increased to HKD 63.87 million by June 30, 2024, but rising current liabilities, particularly bills payable, reduced net current assets to HKD 3.10 million and net assets to HKD 21.62 million Condensed Consolidated Statement of Financial Position Summary | Item (HKD '000) | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | | :--- | :--- | :--- | | Non-current assets | 18,525 | 13,672 | | Current assets | 45,344 | 29,089 | | Current liabilities | 42,247 | 18,182 | | **Net current assets** | **3,097** | **10,907** | | **Net assets / Total equity** | **21,622** | **24,579** | [Condensed Consolidated Statement of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) H1 2024 saw increased net cash outflows from operations (HKD 14.84 million) and investing (HKD 9.02 million), largely offset by HKD 23.46 million from financing, with cash and equivalents ending at HKD 11.27 million Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Item (HKD '000) | 2024 (Unaudited) | 2023 (Unaudited) | | :--- | :--- | :--- | | Net cash used in operating activities | (14,838) | (5,938) | | Net cash used in investing activities | (9,021) | 10 | | Net cash generated from financing activities | 23,463 | 1,038 | | **Net decrease in cash and cash equivalents** | **(396)** | **(4,890)** | | **Cash and cash equivalents at end of period** | **11,268** | **8,645** | [Notes to the Financial Statements Summary](index=9&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides a summary of key notes to the financial statements, including revenue segmentation, loss per share, and trade receivables [Revenue and Segment Information](index=10&type=section&id=2.%20Revenue%20and%203.%20Segment%20Information) Total revenue reached HKD 20.79 million across four segments, with online gaming contributing HKD 14.54 million and car rental HKD 1.92 million, while corporate finance advisory revenue declined to HKD 4.09 million Revenue and Results by Business Segment (For the six months ended June 30) | Segment (HKD '000) | 2024 Revenue | 2023 Revenue | 2024 (Loss)/Profit | 2023 (Loss)/Profit | | :--- | :--- | :--- | :--- | :--- | | Corporate Finance Advisory Services | 4,092 | 5,892 | 925 | (1,050) | | Securities Advisory and Asset Management | 240 | 330 | (77) | (120) | | Car Rental Business | 1,917 | — | (411) | — | | Online Gaming Business | 14,542 | — | 560 | — | | **Total** | **20,791** | **6,222** | **997** | **(1,170)** | - The Group's business expanded to four operating segments, with the newly added **car rental** and **online gaming businesses** becoming the primary sources of revenue[12](index=12&type=chunk) [Loss Per Share](index=12&type=section&id=5.%20Loss%20Per%20Share) Basic loss per share narrowed to 3.1 HK cents in H1 2024 from 5.6 HK cents, driven by reduced loss and increased weighted average shares, with no dilutive impact Basic Loss Per Share Calculation | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | | Loss attributable to owners of the Company | Approx. HKD 2,749,000 | Approx. HKD 3,647,000 | | Weighted average number of ordinary shares in issue | 89,600,000 shares | 65,626,519 shares | | **Basic Loss Per Share** | **3.1 HK cents** | **5.6 HK cents** | [Trade and Other Receivables](index=13&type=section&id=7.%20Trade%20and%20Other%20Receivables) Net trade receivables increased to HKD 24.96 million by June 30, 2024, with HKD 8.48 million overdue by over three months, indicating a longer collection cycle Trade Receivables Ageing Analysis (Net of Provision) | Ageing | June 30, 2024 (HKD '000) | December 31, 2023 (HKD '000) | | :--- | :--- | :--- | | Within 3 months | 16,477 | 2,441 | | Over 3 months | 8,479 | 14,243 | | **Total** | **24,956** | **16,684** | [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's business performance, strategic outlook, financial review, liquidity, and post-reporting period events [Business Review](index=15&type=section&id=Business%20Review) The Group diversified its business, with traditional corporate finance securing 14 projects, asset management reaching HKD 15 million AUM, and new car rental and online gaming businesses becoming key growth drivers - **Corporate Finance Advisory Business**: Despite a weak market, the Group successfully secured multiple advisory mandates, with **14 authorized projects**[28](index=28&type=chunk) - **Securities Advisory and Asset Management Business**: Two open-ended fund companies were established, with one sub-fund managing **HKD 15 million** in assets[29](index=29&type=chunk) - **Car Rental Business**: Launched in late 2023, it owns **five luxury vehicles** (including Bentley and Rolls-Royce), all successfully leased[30](index=30&type=chunk) - **Online Gaming Business**: Commenced in October 2023, it has entered into licensing agreements with developers for **four online games**, generating revenue during the reporting period[31](index=31&type=chunk) [Outlook](index=16&type=section&id=Outlook) The Group plans to expand corporate finance leveraging listing reforms, seek investors for a second fund, grow car rental with new vehicle acquisitions, and expand online gaming through new licenses and marketing for diversified revenue - **Corporate Finance**: Leveraging new listing regimes, the Group aims to position itself as a comprehensive financing advisor, actively engaging international companies for IPO sponsorship and other services[32](index=32&type=chunk) - **Asset Management**: Plans to raise capital for a second open-ended fund company in H2 2024 and serve as investment manager for three funds under the new Capital Investment Entrant Scheme[33](index=33&type=chunk) - **Car Rental**: Seizing Greater Bay Area opportunities, the Group plans to acquire suitable vehicles to enhance its existing fleet and meet cross-border leasing demand[33](index=33&type=chunk) - **Online Gaming**: Plans to expand business by acquiring additional game licenses, establishing an internal operations team, and strengthening promotional marketing[33](index=33&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) H1 2024 consolidated revenue surged 234% to HKD 20.79 million, mainly from online gaming, while loss attributable to owners narrowed 24.6% to HKD 2.75 million Financial Performance Summary | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Reason for Change | | :--- | :--- | :--- | :--- | | Consolidated Revenue | HKD 20.79 million | HKD 6.22 million | Primarily from online gaming business segment | | Loss attributable to owners of the Company | HKD 2.75 million | HKD 3.65 million | Increased revenue | [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) Cash and equivalents remained stable at HKD 11.27 million, but increased borrowings led to a drop in net current assets to HKD 3.10 million and a sharp rise in gearing ratio to 185%, indicating higher financial leverage Key Liquidity Indicators | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | Approx. HKD 11.27 million | Approx. HKD 11.46 million | | Net current assets | Approx. HKD 3.10 million | Approx. HKD 10.91 million | | Current Ratio | 1.07 times | 1.6 times | | Gearing Ratio | 185% | 65.1% | [Events After Reporting Period](index=20&type=section&id=Events%20After%20Reporting%20Period) Post-period, the Company completed a 1-for-5 rights issue on August 8, 2024, raising approximately HKD 52.8 million net for debt repayment, car fleet enhancement, online gaming expansion, and working capital - The Company completed a rights issue, raising up to **HKD 52.8 million** net proceeds, primarily for **debt repayment** (approx. HKD 30 million) and **business expansion** (car rental approx. HKD 13 million, online gaming approx. HKD 7 million)[43](index=43&type=chunk) [Other Information Disclosure](index=21&type=section&id=Other%20Information%20Disclosure) This section covers information on directors' and major shareholders' interests and the Company's transactions in its listed securities [Directors' and Major Shareholders' Interests](index=21&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) As of June 30, 2024, Chairman Mr. Li Junwei held 15.49% of shares, while major shareholder Mr. Ma Kun held 7.25% Major Shareholders' Interests (As of June 30, 2024) | Name | Capacity | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Li Junwei | Director/Chairman | 13,879,000 | 15.49% | | Mr. Ma Kun | Major Shareholder | 6,500,000 | 7.25% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2024 - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[49](index=49&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) This section details the Company's compliance with corporate governance codes and the composition and roles of its board committees [Compliance with Corporate Governance Code](index=23&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company largely complied with the Corporate Governance Code, with a deviation where the Chairman and Chief Executive roles are combined, deemed appropriate given the Company's current scale - The Company deviates from Corporate Governance Code Provision C.2.1, where the roles of Chairman and Chief Executive are held by the same individual, explained by the Company's relatively small scale[50](index=50&type=chunk) [Board Committees](index=24&type=section&id=Board%20Committees) The Company has established Remuneration, Nomination, and Audit Committees, with the Audit Committee, composed of three independent non-executive directors, having reviewed and approved the interim financial statements - **Remuneration Committee**: Composed of one executive director and two independent non-executive directors, chaired by Ms. Lau Mei Suet[52](index=52&type=chunk) - **Nomination Committee**: Composed of one executive director and two independent non-executive directors, chaired by Mr. Li Junwei[53](index=53&type=chunk) - **Audit Committee**: Composed of three independent non-executive directors, chaired by Ms. Lau Mei Suet, which has reviewed these interim financial statements[54](index=54&type=chunk)[55](index=55&type=chunk)

Corporate Financing and Business Development - The company focused on corporate financing services, including advisory, placement, underwriting, and asset management, while also venturing into new businesses such as car leasing and online gaming[8]. - The company completed over 25 projects by December 31, 2023, despite a competitive pricing environment affecting overall performance[11]. - The company anticipates continued growth in the car leasing market due to the Chinese government's Greater Bay Area development plan[14]. - The group plans to expand its online gaming business, which is expected to contribute revenue for the year ending December 31, 2024[15]. - A new car rental business was launched in the Guangdong-Hong Kong-Macao Greater Bay Area at the end of 2023 to meet increasing cross-border transportation demand[38]. Financial Performance - The group recorded a revenue of approximately HKD 16.73 million for the year ended December 31, 2023, a slight decrease of about 0.2% compared to HKD 16.76 million in 2022[18]. - The loss attributable to the owners of the company was approximately HKD 3.93 million, a reduction of about 48.1% from a loss of HKD 7.57 million in 2022[18]. - Employee costs decreased by approximately 26.0% from HKD 13.83 million in 2022 to about HKD 10.24 million in the current year[18]. - The total assets of the group as of December 31, 2023, were approximately HKD 42.76 million, compared to HKD 32.16 million in 2022[20]. - The net asset value of the group was approximately HKD 24.58 million as of December 31, 2023, compared to HKD 24.06 million in 2022[20]. - The group’s cash and cash equivalents amounted to approximately HKD 11.46 million as of December 31, 2023[20]. - The debt-to-equity ratio was 65.1% as of December 31, 2023, indicating a significant reliance on debt financing[55]. - The board does not recommend any dividend payment for the year ended December 31, 2023, consistent with the previous year[54]. Market Environment - In 2023, the number of new listings on the Hong Kong Stock Exchange's main board decreased by approximately 21.3% to 70 companies, compared to 89 in 2022[10]. - The total fundraising amount in Hong Kong in 2023 dropped by about 56% year-on-year, reflecting a challenging market environment[10]. - The company remains cautiously optimistic about the financial market outlook in Hong Kong, supported by gradual economic recovery and new listing reforms[11]. - Management anticipates that the Hong Kong IPO market will gradually stabilize in 2024 due to the reduction of several adverse factors[36]. Corporate Governance - The company reported a commitment to high standards of corporate governance to protect shareholder interests and maintain business integrity[150]. - The board of directors held 21 meetings during the fiscal year ending December 31, 2023, with all executive directors attending all meetings[154]. - The company has three independent non-executive directors who are responsible for developing the group's strategic direction and ensuring compliance with regulatory standards[155]. - The company has established three committees: Nomination Committee, Remuneration Committee, and Audit Committee, all operating under the principles of the corporate governance code[157]. - The board is committed to identifying, monitoring, and managing risks associated with its business activities[190]. Employee Relations and Welfare - The company has established a competitive compensation system and career development opportunities for employees, reflecting its commitment to workforce welfare[106]. - The employee turnover rate decreased to 13.6% in 2023 from 37.0% in 2022[113]. - The company maintained a total of 21 employees, with 18 in Hong Kong and 1 in Singapore as of December 31, 2023[115]. - The average training hours per employee remained at 12 hours for both male and female employees in 2023[117]. - The company emphasizes compliance with labor standards, strictly prohibiting child labor and forced labor[120]. Environmental, Social, and Governance (ESG) Initiatives - The company has implemented significant measures related to employment practices, operational management, and environmental protection to support sustainable development[100]. - The company actively explores green financial services to protect and improve the ecological environment[112]. - The company has implemented a waste management strategy based on the "3R" principle, focusing on reduction, reuse, and recycling[135]. - The group has made steady progress in reducing its carbon footprint, encouraging employees to use public transport and replace unnecessary business travel with conference calls[137]. - The environmental, social, and governance (ESG) report highlights the group's commitment to sustainable practices and community engagement[145]. Risk Management - The group faces significant risks including reliance on key executives, economic and political environment fluctuations, and intense competition in the advisory and car rental markets[48]. - The company has a system in place for internal controls to ensure checks and balances within its governance structure[152]. - The board confirmed that the internal control system is designed to provide reasonable assurance against material misstatements or losses, and is deemed effective[192]. Shareholder Engagement - Shareholders holding at least 10% of the paid-up capital can request a special general meeting within two months of the request[197]. - Procedures for nominating candidates for the board of directors require written notice from a shareholder and acceptance from the nominee[198]. - Shareholders can send written inquiries to the company via fax or mail[200].

Financial Performance - For the year ended December 31, 2023, the group's revenue was approximately HKD 16.73 million, a slight decrease from HKD 16.76 million in 2022[5] - The loss attributable to owners for the year ended December 31, 2023, was approximately HKD 3.93 million, compared to a loss of HKD 7.57 million in 2022, representing a 48% improvement[5] - The group reported a pre-tax loss of approximately HKD 3,928,000 for the year 2023, compared to a loss of HKD 7,569,000 in 2022, indicating a reduction in losses[33] - The company recorded other income of HKD 0.016 million for the year, a significant decrease from HKD 0.233 million in 2022[6] - The company received government subsidies totaling HKD 231,000 in 2022, which were not repeated in 2023, impacting overall revenue[18] Assets and Liabilities - The total assets less current liabilities as of December 31, 2023, amounted to HKD 24.58 million, a decrease from HKD 28.43 million in 2022[7] - The company's cash and cash equivalents as of December 31, 2023, were HKD 11.46 million, down from HKD 13.51 million in 2022[7] - The total assets of the group as of December 31, 2023, were approximately HKD 42.76 million, an increase from HKD 32.16 million in 2022[51] - The group’s total borrowings reached HKD 16 million as of December 31, 2023, compared to none in the previous year[58] Employee Costs - The group reported a decrease in employee costs to HKD 10.24 million in 2023 from HKD 13.83 million in 2022, reflecting a 26% reduction[6] - The group had 19 employees as of December 31, 2023, with total employee costs of approximately HKD 10.24 million[59] Revenue Segments - Revenue from corporate finance advisory services was HKD 16,200,000, down from HKD 16,764,000 in the previous year, while the segment profit increased to HKD 6,867,000 from HKD 5,924,000[22] - Revenue from external customers in Hong Kong increased to HKD 15,261,000 in 2023 from HKD 14,388,000 in 2022, while revenue from Singapore decreased to HKD 1,472,000 from HKD 2,376,000[28] - The automotive leasing segment reported a loss of HKD 202,000 in 2023, while the securities and asset management advisory services segment incurred a loss of HKD 695,000[22] Strategic Initiatives - The company generated new revenue streams from the automotive leasing business and online gaming services in mainland China, marking the establishment of new operating segments[21] - The company plans to issue up to 448,000,000 rights shares at a subscription price of HKD 0.120 per share, aiming to raise a maximum of approximately HKD 53.8 million, with net proceeds estimated at HKD 52.8 million[66] - Approximately HKD 30 million of the net proceeds from the rights issue will be used to repay the group's borrowings, HKD 13 million to enhance the vehicle fleet, HKD 7 million for expanding the online gaming business, and HKD 2.8 million for general operations[66] - The company has established a vehicle rental business in the Guangdong-Hong Kong-Macao Greater Bay Area, anticipating increased demand for private car usage due to policies promoting cross-border traffic[69] - The online gaming business is expected to contribute revenue in the fiscal year ending December 31, 2024, as the group seeks more exclusive gaming licenses[47] Market Conditions - The number of new listings on the Hong Kong Stock Exchange decreased by approximately 21.3% in 2023, with only 70 new companies listed compared to 89 in 2022[42] - The total fundraising amount in Hong Kong dropped by about 56% year-on-year in 2023, reflecting a challenging market environment[42] - Management believes that the Hong Kong IPO market will gradually stabilize in 2024, with increased market liquidity and valuations expected after the end of the interest rate hike cycle[67] Corporate Governance - The company remains committed to maintaining high standards of corporate governance to protect shareholder interests[72] - The company continues to enhance the efficiency and effectiveness of its corporate finance advisory business amid intense competition[67] Accounting and Compliance - The company applied new accounting standards effective from January 1, 2023, but these did not have a significant impact on the financial statements[15] - The company continues to review its accounting estimates and assumptions, which may affect future financial results[13] Dividends - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2023[5] - The company did not declare a final dividend for the years ended December 31, 2023, and December 31, 2022[38] Impairment and Receivables - The impairment loss on trade receivables increased to HKD 0.91 million in 2023 from HKD 0.58 million in 2022[6] - Trade receivables increased significantly to HKD 18,239,000 in 2023 from HKD 9,865,000 in 2022, with a net trade receivable of HKD 16,684,000 after accounting for provisions[35]