亦辰集團有限公司 香港聯合交易所有限公司（「聯交所」）GEM之特色 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 上市的公司帶有更高投資風險。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GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於聯交所主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣之證券會有高流通量 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，概不會就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之任何損失承擔任何責任。 亦辰集團有限公司（「本公司」）董事願就本報告之資料共同及個別地承擔全部責任， 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關本公司 之資料。本公司董事（「董事」）在作出一切合理查詢後，確認就其所深知及確信，本 報告所載資料在各重大方面均屬準確及完整，且無誤導或欺詐成分，及並無遺漏任 何其他事實致使本報告或其所載任何陳述產生誤導。 本報告將由刊發日期起計最少七日於聯交所網站 ...

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，概不就因本公佈全部或任何部份內容 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。 HATCHER GROUP LIMITED 亦辰集團有限公司* （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8365） 截至二零二五年三月三十一日止六個月 中期業績公佈 亦辰集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公司 截至二零二五年三月三十一日止六個月的未經審核綜合業績。本公佈載列本公司截至二 零二五年三月三十一日止六個月的中期報告全文，符合香港聯合交易所有限公司（「聯交所」） GEM證券上市規則（「GEM上市規則」）中有關中期業績初步公佈附載資料的相關規定。 承董事會命 亦辰集團有限公司 執行董事 許永權 香港，二零二五年五月三十日 於本公佈日期，董事為： 執行董事： 李民強先生 （執行主席） 許永權先生 楊振宇先生 （副主席） Michael Stockford先生 非執行董事： 陳曉珊女士 獨立非執行董事： William ...

机构评级方面，目前暂无机构对该股做出投资评级建议。 行业估值方面，其他金融行业市盈率（TTM）平均值为20.26倍，行业中值-0.09倍。亦辰集团市盈 率-0.7倍，行业排名第158位；其他东方汇财证券（08001.HK）为1.93倍、招商局中国基金 （00133.HK）为2.18倍、国银金租（01606.HK）为3.17倍、香港信贷（01273.HK）为3.22倍、中关村科 技租赁（01601.HK）为3.6倍。 资料显示，亦辰集团有限公司作为一个全球性的专业服务平台,公司于全球各地拥有逾120位专业人士,当 中包括加拿大地区。于2017年5月,亦辰集团有限公司于香港联交所创业板上市(股份编号:8365),由受证监 会监管的金融服务供应商建泉集团、以及经营商业服务的雅博集团合并而成,前者是一家提供金融服务 的公司,而后者则提供商业解决方案。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 来源：金融界 5月9日，截至港股收盘，恒生指数上涨0.4%，报22867.74点。亦辰集团（08365.HK）收报0.35港元/ 股，上涨11.11%，成交量187.54万股，成交额59 ...

行业估值方面，其他金融行业市盈率（TTM）平均值为20.02倍，行业中值-0.08倍。亦辰集团市盈 率-0.6倍，行业排名第159位；其他高裕金融（08221.HK）为0.55倍、东方汇财证券（08001.HK）为1.93 倍、招商局中国基金（00133.HK）为2.17倍、香港信贷（01273.HK）为3倍、国银金租（01606.HK）为 3.09倍。 资料显示，亦辰集团有限公司作为一个全球性的专业服务平台,公司于全球各地拥有逾120位专业人士,当 中包括加拿大地区。于2017年5月,亦辰集团有限公司于香港联交所创业板上市(股份编号:8365),由受证监 会监管的金融服务供应商建泉集团、以及经营商业服务的雅博集团合并而成,前者是一家提供金融服务 的公司,而后者则提供商业解决方案。 （以上内容为金融界基于公开消息，由程序或算法智能生成，不作为投资建议或交易依据。） 本文源自：金融界 作者：行情君 4月30日，截至港股收盘，恒生指数上涨0.51%，报22119.41点。亦辰集团（08365.HK）收报0.355港元/ 股，上涨31.48%，成交量314.6万股，成交额104.6万港元，振幅38.89%。 最近一 ...

Financial Performance - The company recorded revenue of approximately HKD 90.3 million for the fiscal year ending September 30, 2024, an increase of about 5.7% compared to HKD 85.4 million in the previous year[9]. - The company reported a loss of approximately HKD 77.2 million for the current year, compared to a loss of HKD 14.3 million in the previous year[9]. - The company recorded a revenue increase of approximately 9.8% to about HKD 85,500,000 for the year, compared to HKD 77,900,000 in the previous year[34]. - Revenue from licensed business increased by approximately HKD 8,700,000 or 56.5% to about HKD 24,100,000, driven mainly by an increase in placement and underwriting services[36]. - The total value of placements and underwriting handled by the company increased from approximately HKD 322,700,000 to about HKD 1,289,400,000[39]. - The company recorded a loss from continuing operations of approximately HKD 73,100,000 for the year, compared to a loss of HKD 17,500,000 in the previous year[47]. - The net loss margin for the year was approximately 85.5%, compared to 16.8% in the previous year[50]. Rights Issue and Financial Strategy - A rights issue has been proposed, offering three shares for every existing share held, expected to be completed by March 2025, to strengthen financial position and improve liquidity[9]. - Of the estimated net proceeds of HKD 21.8 million from the rights issue, HKD 6.4 million is allocated for establishing a wholly-owned subsidiary in a gaming-friendly jurisdiction, and HKD 15.4 million for marketing expenses to attract new customers[10]. - The company plans to raise up to approximately HKD 32,100,000 through the issuance of up to 128,452,080 rights shares at a subscription price of HKD 0.250 per share[25]. - The net proceeds from the rights issue are intended for investment in the online gaming industry and as general working capital for the group[25]. - The company entered into a subscription agreement for convertible bonds with a total principal amount of HKD 5,670,000, which may convert into up to 18,000,000 shares at an initial conversion price of HKD 0.315 per share[29]. - The net proceeds from the convertible bond subscription are expected to be approximately HKD 5,670,000, intended for general working capital[30]. Business Operations and Strategy - The company has signed a non-binding letter of intent with Chromatic Media Ltd. for potential strategic cooperation in the gaming industry, which is projected to grow at a CAGR of approximately 13.6% from 2023 to 2030[10]. - The company plans to explore new business opportunities, particularly focusing on acquisition targets in the Greater Bay Area, in addition to investing in gaming and entertainment businesses[13]. - The company sold its environmental, social, and governance consulting services business to streamline operations and reduce operational costs, following the uncertainty regarding mandatory disclosures for small and medium-sized listed companies[11]. - The company completed the sale of 85% of its stake in Fortune Securities on December 23, 2022, resulting in the cessation of its financial performance being consolidated into the group accounts[20]. - The company sold 100% of its stake in ESGrowth Limited and 70% of its stake in Hong Kong Sustainability Strategic Advisory Limited for HKD 1 on September 30, 2024, marking the end of these non-licensed businesses[21]. Revenue Composition - The licensed business, primarily corporate finance advisory, accounted for approximately 10.5% of total revenue from continuing operations for the fiscal year[17]. - The other licensed businesses, including placing and underwriting services and asset management services, contributed approximately 17.7% and 0.1% respectively to total revenue from continuing operations[17]. - The group generated approximately 40.5% of total revenue from business consulting services in the current fiscal year[19]. - Other non-licensed businesses contributed to total revenue as follows: accounting and tax services at 18.3%, company secretarial services at 7.3%, human resources services at 2.4%, and risk management and internal control advisory services at 3.2%[19]. Governance and Management - The company has a strong focus on corporate governance and compliance, with independent directors providing oversight on conflicts of interest and strategic performance[82]. - The management team has extensive experience in finance, with members having held senior positions in various financial institutions and regulatory bodies[86]. - The company emphasizes the importance of independent opinions in its decision-making processes, particularly regarding resource allocation and ethical standards[82]. - The board consists of seven members, including four executive directors and three independent non-executive directors, ensuring a diverse governance structure[95]. - The roles of the chairman and CEO are separated, with Mr. Li Minqiang as the executive chairman and Mr. Xu Yongquan as the CEO, promoting clear accountability and independence[97]. - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1 and has complied with all applicable provisions for the fiscal year ending September 30, 2024[94]. Environmental, Social, and Governance (ESG) Initiatives - The company has established a comprehensive environmental, social, and governance (ESG) policy covering key areas such as environmental protection and labor rights[149]. - The company aims to reduce emissions and conserve resources, aligning its goals with local and international standards[153]. - The board of directors oversees ESG matters and sets strategies and objectives for sustainable development[146]. - The company engages regularly with stakeholders to gather feedback on its ESG policies and performance[153]. - The ESG committee, composed of senior management, is responsible for monitoring the company's sustainability and climate-related issues[147]. - The company promotes an inclusive culture and workplace diversity, providing training to help employees understand and respect differences[153]. Employee and Community Engagement - The total employee benefits cost for the year was approximately HKD 62,400,000, down from HKD 88,000,000 in 2023, with a total of 144 employees as of September 30, 2024[70]. - The group emphasizes a zero-tolerance policy towards child and forced labor, extending this commitment to business partners[187]. - Employee engagement is prioritized through open communication channels, including team meetings and internal surveys[188]. - The company has committed HKD 520,000 to support various charitable organizations and community-focused activities from 2023 to 2025[197]. - A total of 50 volunteers have been mobilized by the company’s charity foundation to participate in social affairs in the Wan Chai neighborhood[200].

Financial Performance - Revenue for the year ended September 30, 2024, was HKD 85,493,000, an increase from HKD 77,886,000 in the previous year, representing a growth of approximately 9.3%[8] - The company reported a net loss of HKD 15,935,000 from other income and losses, compared to a gain of HKD 22,936,000 in the previous year[8] - The total comprehensive loss attributable to owners of the company from continuing operations was HKD 73,064,000, compared to a loss of HKD 18,110,000 in the previous year[12] - The company reported a pre-tax loss of HKD 12,907,000 for the year ended September 30, 2024, compared to a loss of HKD 1,082,000 in the previous year[38][70] - The company incurred employee costs totaling HKD 62,445,000 for the year ended September 30, 2024, down from HKD 88,017,000 in the previous year, a reduction of about 29%[57] - The company reported a loss from discontinued operations of HKD 4,092,000 for the year ended September 30, 2024, compared to a loss of HKD 1,811,000 in the previous year[71][72] - The basic loss per share for the year ended September 30, 2024, was HKD (72,993,000) compared to HKD (17,026,000) for the previous year, indicating a significant increase in losses[85] Revenue Breakdown - Revenue from licensed business in Hong Kong was HKD 71,375,000 for the year ended September 30, 2024, up from HKD 69,321,000 in the previous year, indicating a growth of about 3%[41] - Revenue from non-licensed business was HKD 61,380,000 for the year ended September 30, 2024, a slight decrease from HKD 62,517,000 in the previous year, reflecting a decline of approximately 1.8%[46] - The corporate finance advisory business accounted for approximately 10.5% of the total revenue from continuing operations for the year ending September 30, 2024[128] - The placement and underwriting services contributed about 17.7% to the total revenue from continuing operations for the same period[128] - Business consulting services represented approximately 40.5% of the total revenue from continuing operations for the year[130] - The accounting and tax services accounted for about 18.3% of the total revenue from continuing operations[130] Expenses and Losses - Administrative and other operating expenses decreased to HKD 96,963,000 from HKD 112,950,000, reflecting a reduction of about 14.1%[8] - The impairment loss on goodwill was HKD 37,943,000, which was not present in the previous year[8] - Interest expenses on bank loans for continuing operations were HKD 691,000 for the year ended September 30, 2024, compared to HKD 641,000 in the previous year, an increase of approximately 7.8%[53] - The company reported total other income and losses of HKD (19,587,000) for the year ended September 30, 2024, compared to HKD 23,228,000 in the previous year, indicating a significant decrease in other income[50] Assets and Equity - The company's net assets decreased to HKD 132,180,000 from HKD 198,226,000, indicating a decline of approximately 33.3%[21] - The company's equity attributable to owners increased to HKD 132,180,000 from HKD 199,229,000, reflecting a decrease of about 33.7%[21] - Trade receivables, net of loss provisions, decreased to HKD 13,856,000 in 2024 from HKD 32,436,000 in 2023[99] - The company’s investment in non-listed investment funds decreased to HKD 23,471,000 in 2024 from HKD 31,600,000 in 2023[95] Share and Capital Management - The company issued 38,640,000 shares, representing approximately 4.33% of the expanded issued share capital, to acquire 18,000,000 shares of RC365[117] - The company completed a share consolidation on January 5, 2024, merging every 25 shares of HKD 0.01 into one share of HKD 0.25[118] - The company issued 50,144,000 shares at HKD 0.83 per share to settle outstanding liabilities related to the acquisition of Earning Joy Group[120] - The company plans to issue and allocate a total of 7,136,000 new shares at a subscription price of HKD 1.40 per share, raising approximately HKD 10,000,000 for general working capital[134] - The company aims to raise up to approximately HKD 32,100,000 through the issuance of up to 128,452,080 rights shares at a subscription price of HKD 0.250 per share[143] Strategic Initiatives - The company has agreed to sell its 100% stake in ESGrowth Limited and 70% stake in Hong Kong Sustainability Strategic Advisory Limited for HKD 1, completing the transaction on September 30, 2024[140] - The company has entered into a subscription agreement for convertible bonds with a total principal amount of HKD 5,670,000, with an initial conversion price of HKD 0.315 per share[145] - The company plans to invest approximately USD 5,000,000 in Chromatic Media Ltd. to establish a wholly-owned subsidiary in a gaming-friendly jurisdiction[148] - The company is in discussions for a potential strategic collaboration with Chromatic Media Ltd. following legal due diligence[148] Governance and Compliance - The company has complied with the corporate governance code throughout the year[191] - The audit committee, composed of three independent non-executive directors, oversees the financial reporting and risk management processes[192] - There were no purchases, sales, or redemptions of any listed securities by the company or its subsidiaries during the year[189]

Hatcher Group Limited 亦辰集團有限公司* (於開曼群島註冊成立之有限公司) 股份代號：8365 2023-2024 中 期 報 告 *僅供識別 1 中期報告2023-2024 目錄 | | 頁次 | | --- | --- | | 簡明綜合損益及其他全面收益表 | 3 | | 簡明綜合財務狀況表 | 5 | | 簡明綜合權益變動表 | 7 | | 簡明綜合現金流量表 | 10 | | 簡明綜合財務報表附註 | 11 | | 管理層討論及分析 | 40 | | 其他資料 | 46 | 亦辰集團有限公司 香港聯合交易所有限公司（「聯交所」）GEM之特色 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 上市的公司帶有更高投資風險。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GEM上市公司普遍為中小型公司，在GEM買賣之證券可能會較於聯交所主板買 賣之證券承受較大的市場波動風險，同時無法保證在GEM買賣之證券會有高流通量 的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整 性亦不發表任何 ...

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公佈全部或任何部份內容而 產生或因倚賴該等內容而引致的任何損失承擔任何責任。 HATCHER GROUP LIMITED 亦辰集團有限公司* （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：8365） 截至二零二四年三月三十一日止六個月 中期業績公佈 亦辰集團有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公司 截至二零二四年三月三十一日止六個月的未經審核簡明綜合業績。本公佈載列本公司截 至二零二四年三月三十一日止六個月的中期報告全文，符合香港聯合交易所有限公司（「聯 交所」）GEM證券上市規則（「GEM上市規則」）中有關中期業績初步公佈附載資料的相關規 定。 承董事會命 亦辰集團有限公司 執行董事 許永權 香港，二零二四年五月三十一日 於本公佈日期，董事為： 執行董事： 李民強先生 （執行主席） 許永權先生 楊振宇先生 （副主席） 獨立非執行董事： William Robert Majcher先生 何力鈞先生 劉栢堅先生 — ...

Financial Performance - The company recorded a loss of approximately HKD 14,300,000 for the fiscal year ending September 30, 2023, compared to a loss of approximately HKD 8,200,000 for the previous year, indicating an increase in losses [11]. - Revenue increased by approximately 17.0% from about HKD 73,000,000 for the year ending September 30, 2022, to about HKD 85,400,000 for the current year [11]. - Administrative and other operating expenses increased by approximately HKD 49,500,000 or 67.5% to about HKD 122,800,000, mainly due to increased employee costs [61]. - The net loss margin for the year was approximately 16.8%, compared to 11.2% in 2022, indicating a deterioration in profitability [71]. - The adjusted EBITDA increased from approximately 11,400,000 HKD in 2022 to about 15,500,000 HKD in 2023, representing a growth of approximately 36.8% [70]. - Income tax expenses rose from approximately HKD 750,000 to about HKD 1,400,000, due to profits generated by certain subsidiaries [63]. Revenue Breakdown - The corporate finance advisory business accounted for approximately 13.6% of total revenue for the fiscal year ending September 30, 2023, while underwriting and placement services contributed about 4.3% and asset management services contributed about 0.1% [18]. - Business consulting services accounted for approximately 44.5% of the total revenue for the year [20]. - Accounting and tax services contributed about 17.2% to the total revenue [20]. - Revenue from licensed business increased by approximately HKD 1,800,000 or 13.1% to about HKD 15,500,000, driven by an increase in placement and underwriting services [58]. - Revenue from non-licensed business rose by approximately HKD 10,600,000 or 17.9% to about HKD 69,900,000, mainly due to contributions from business consulting and accounting services after the acquisition of Earning Joy [59]. - Other income increased significantly from approximately HKD 849,000 to about HKD 23,000,000, primarily due to gains from the sale of financial assets and unrealized gains [60]. Strategic Acquisitions and Partnerships - The company completed the acquisition of 100% of Earning Joy Development Limited, enhancing its strategy to become a one-stop integrated financial service provider [10]. - The company completed the acquisition of Earning Joy Development Limited for HKD 38 million, enhancing its one-stop financial service strategy [22]. - The company entered into a subscription agreement to acquire 18,000,000 shares of RC365 Holding Plc at a price of GBP 0.20 per share, totaling approximately HKD 34.8 million [31]. - The strategic alliance with RC365 will allow the company to share industry expertise and knowledge [31]. - The company entered into a non-binding memorandum of understanding with RC365 on February 13, 2023, to explore potential strategic business cooperation in developing fintech solutions, particularly smart algorithm technology for asset management [32]. - A memorandum of understanding was established with Smart Auto on March 22, 2023, to support cross-border acquisition activities and assist in raising approximately HKD 15 million in capital [35]. Corporate Governance - The company has adopted the corporate governance code as per GEM listing rules and has complied with all applicable provisions for the year ending September 30, 2023 [123]. - The board of directors consists of six members, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure [124]. - The company has established three board committees: audit committee, remuneration committee, and nomination committee to oversee specific aspects of governance [129]. - The chairman and CEO roles are separated to ensure clear delineation of responsibilities, enhancing the independence of both positions [127]. - The company has a strong focus on corporate governance, with regular reviews of financial and non-financial performance measures by the board [129]. - The company has established a dividend policy that considers various factors before declaring dividends [150]. Risk Management and Compliance - Compliance and risk management have been prioritized, with new measures implemented to ensure adherence to regulatory standards [101]. - The internal audit team conducted an annual review of the risk management and internal control systems, which were deemed effective [158]. - The board has authorized the audit committee to review the effectiveness of the risk management and internal control systems annually [154]. - Major identified ESG risks include cybersecurity threats and data privacy issues, with measures in place to protect sensitive information and ensure proper access controls [190]. - The company has implemented risk management procedures to identify and assess risks affecting its objectives [156]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report covers significant ESG performance for the year, accounting for about 90.5% of the group's total revenue [171]. - The group is committed to sustainable business growth while supporting diverse stakeholder interests [179]. - The ESG strategy includes four key focus areas aimed at achieving sustainable growth and integrating sustainability into all business aspects [184]. - The company actively seeks to reduce emissions and conserve natural resources, aligning with local environmental standards and international benchmarks [187]. - The company has established an Environmental, Social, and Governance (ESG) policy emphasizing its commitment to environmental protection, climate change, employee health and safety, and community engagement [183]. - The board is responsible for overseeing ESG strategies, goals, and progress [180].

Financial Performance - The group recorded a loss of approximately HKD 14.3 million for the year ending September 30, 2023, compared to a loss of approximately HKD 8.2 million for the previous year, indicating an increase in losses [15]. - Revenue increased by approximately 17.0% from about HKD 73 million for the year ending September 30, 2022, to about HKD 85.4 million for the current year [15]. - The company recorded a total revenue increase of approximately 17.0% to about HKD 85,400,000 for the year, compared to HKD 73,000,000 in the previous year [58]. - Revenue from licensed business increased by approximately HKD 1,800,000 or 13.1% to about HKD 15,500,000, driven by an increase in placement and underwriting services [61]. - Revenue from non-licensed business rose by approximately HKD 10,600,000 or 17.9% to about HKD 69,900,000, mainly due to contributions from business consulting and accounting services after the acquisition of Earning Joy [62]. - Other income increased significantly from approximately HKD 849,000 to about HKD 23,000,000, primarily due to gains from the sale of financial assets and unrealized gains [63]. - Administrative and other operating expenses rose by approximately HKD 49,500,000 or 67.5% to about HKD 122,800,000, mainly due to increased employee costs [64]. - Financial costs decreased from approximately HKD 2,500,000 to about HKD 1,700,000, attributed to a reduction in the outstanding principal amount of convertible bonds [65]. - Income tax expenses increased from approximately HKD 750,000 to about HKD 1,400,000 due to profits generated by certain subsidiaries [66]. - The net loss margin for the year was approximately 16.8%, compared to 11.2% in 2022, indicating a deterioration in profitability [74]. Strategic Acquisitions and Partnerships - The company completed the acquisition of 100% of Earning Joy Development Limited, enhancing its strategy to become a one-stop comprehensive financial service provider [14]. - The company completed the acquisition of Earning Joy Development Limited for HKD 38 million, enhancing its position as a one-stop financial service provider [26]. - The company sold 85% of its stake in Fortune Securities Limited for HKD 14 million, which was completed on December 23, 2022 [14]. - The company entered into a strategic alliance with RC365 Holding Plc, agreeing to subscribe for 18,000,000 shares at a price of GBP 0.20 each, totaling approximately HKD 34.8 million [35]. - The company entered into a non-binding memorandum of understanding with RC365 on February 13, 2023, to explore potential strategic business cooperation in developing fintech solutions, particularly smart algorithm technology for investment advice in asset management [36]. - The company completed the subscription with RC365 on April 13, 2023, enhancing its ability to serve existing clients and attract new clients across different industries [36]. - A memorandum of understanding was signed with Smart Auto on March 22, 2023, to support Smart Auto in cross-border acquisition activities and assist in raising approximately HKD 15 million in capital [39]. - The company signed a letter of intent with Cloudnifier on April 4, 2023, to develop and distribute big data platforms and integrated solutions for financial institutions, leveraging Cloudnifier's expertise in AI and blockchain [41]. - An AI development memorandum of understanding was established with Regal Crown on June 1, 2023, to explore the application of AI solutions in digital wealth management [45]. - The company agreed to fund HKD 15 million for the development of the RC3.0 application, which aims to provide financial institutions with virtual banking financing and ERP functionalities [47]. Financing and Capital Management - The company issued 25,072,000 shares at HKD 0.70 each to settle promissory notes, totaling approximately HKD 17.6 million [29]. - A placement of up to 57,000,000 shares was successfully completed at a price of HKD 0.69 per share, raising approximately HKD 39.3 million in total proceeds [31]. - The net proceeds from the placement are intended for establishing an investment fund and general working capital [31]. - The company aims to strengthen its financial position and expand its shareholder base through various financing strategies [31]. - The board proposed a share consolidation on October 6, 2023, merging every 25 existing shares into one new share, subject to shareholder approval [52]. - Following the share consolidation, the trading unit will remain at 5,000 shares [52]. Governance and Compliance - The company has maintained compliance with the corporate governance code as of September 30, 2023, adhering to all applicable provisions [126]. - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure [127]. - The company has established three board committees: audit committee, remuneration committee, and nomination committee to oversee specific aspects of governance [132]. - The chairman and CEO roles are separated to ensure clear delineation of responsibilities, enhancing corporate governance [130]. - The company has appointed independent non-executive directors to provide independent opinions on conflicts of interest, strategy, performance, resources, and ethical standards [115]. - The company secretary and compliance officer roles are filled by experienced individuals to ensure adherence to regulatory requirements [123][124]. - The company has implemented a robust risk management framework to monitor financial and non-financial performance measures [132]. - The board actively reviews monthly updates and audit reports to oversee the management's performance effectively [132]. - The company has purchased appropriate liability insurance for its directors and senior management to mitigate risks [129]. - The company has appointed three independent non-executive directors, ensuring compliance with GEM Listing Rule 5.05, with at least one possessing relevant professional qualifications in accounting or financial management [134]. - The independent non-executive directors bring significant experience to the board, enhancing oversight in financial and mandatory reporting [134]. - The nomination committee, consisting of three independent non-executive directors, held two meetings this year to review board structure and assess the independence of directors [141]. - The remuneration committee, comprising one executive director and three independent non-executive directors, held one meeting to review director remuneration and reappointment [142]. - The audit committee, made up of three independent non-executive directors, conducted four meetings to review the group's annual and interim financial results, ensuring effective risk management and internal controls [144]. - The board of directors consists of at least three independent non-executive directors, accounting for over 33% of the board [148]. - The auditor's fees for the year amounted to HKD 1,330,000 for audit services [150]. - The company has established a dividend policy that considers various factors before declaring dividends [151]. - The board has conducted a review of the risk management and internal control systems, confirming their effectiveness [161]. - The company has a structured process for risk identification, assessment, and mitigation to manage operational risks [159]. - All directors participated in continuous professional development during the year, enhancing their knowledge and skills [155]. - The board has authorized the audit committee to review the effectiveness of the risk management and internal control systems annually [157]. - The company has mechanisms in place to ensure compliance with insider trading regulations among employees [160]. - Shareholders holding at least 10% of the paid-up capital can request a special general meeting within two months of submission [162]. - The board will continuously review the dividend policy and does not guarantee the payment of dividends for any specific period [153]. - The board currently consists of six members, all of whom are male, with a plan to appoint a qualified female director by December 31, 2024 [167]. - As of September 30, 2023, the workforce comprises approximately 40% male and 60% female employees, indicating gender diversity at the employee level [167]. Environmental, Social, and Governance (ESG) Initiatives - The environmental, social, and governance (ESG) report covers significant ESG performance for the fiscal year from October 1, 2022, to September 30, 2023, accounting for about 90.5% of the group's total revenue [175]. - The ESG report was prepared in accordance with the GEM Listing Rules and includes principles of materiality, consistency, balance, and quantification [177]. - The board is responsible for overseeing ESG strategies, goals, and indicators, ensuring accountability for climate-related matters [184]. - The ESG committee, composed of senior management, is tasked with managing the group's sustainable development and climate-related issues [185]. - The company emphasizes the importance of effective ESG management systems to drive strategic and long-term development [183]. - The company has established measurable targets for board diversity and has reviewed its diversity policy to ensure effectiveness [167]. - The company is committed to maintaining appropriate balance in diversity perspectives related to business growth [167]. - The company welcomes feedback and suggestions regarding its ESG performance and sustainability initiatives [182]. - The company has established an Environmental, Social, and Governance (ESG) policy emphasizing its commitment to environmental protection, climate change, employee health and safety, and community engagement [187]. - The ESG strategy includes four key focus areas aimed at achieving sustainable growth and integrating sustainability into all business aspects [188]. - The company actively seeks to reduce emissions and conserve natural resources, aligning with local environmental standards and international benchmarks [191]. - A series of activities and training have been initiated to integrate ESG values into daily operations and fulfill corporate responsibility commitments [191]. - The board is responsible for maintaining effective risk management, with significant ESG risks identified including cybersecurity and data privacy [194]. - The company engages with stakeholders through various channels, including annual performance evaluations and community investment projects, to enhance ESG management and performance [198]. - An independent third-party consultant assisted in a three-step materiality assessment to identify important ESG issues for strategy development [199]. - The company aims to achieve the United Nations Sustainable Development Goals and will establish indicators aligned with global agendas [192]. - Regular training is provided to key personnel to ensure they possess the necessary skills and knowledge to meet business objectives [194]. - The company encourages employee participation in local community activities and volunteer work to foster positive community relations [191].