SOMERLEY CAPITAL HOLDINGS LIMITED （於開曼群島註冊成立之有限公司） （股份代號：8439） Somerley Capital Holdings Limited 新百利融資控股有限公司 截至2025年3月31日止年度的 年度業績公告 香港聯合交易所有限公司（「聯交所」）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公告的內容概不負責，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公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。 本公告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有 關新百利融資控股有限公司（「本公司」）及其附屬公司（合稱「本集團」）的資料；本公司 ...

Financial Performance - Total revenue decreased by approximately 26% compared to the same period last year, resulting in a loss of about HKD 11.7 million for the period ending September 30, 2024[7]. - The corporate finance advisory segment generated revenue of approximately HKD 24.0 million, down from HKD 32.4 million in the previous year, with a segment loss before tax of about HKD 10.4 million[13]. - The asset management segment recorded a loss before tax of approximately HKD 0.8 million, compared to a loss of HKD 0.5 million in the previous year[13]. - The company recorded a pre-tax loss of approximately HKD 11.7 million, compared to a loss of about HKD 1.0 million in the previous year, primarily due to decreased revenue of about HKD 8.4 million[31]. - The group reported a loss before tax of HKD 11,707,000 for the six months ended September 30, 2024, compared to a loss of HKD 979,000 for the same period in 2023[54]. - The company reported a total comprehensive loss of HKD 11,703,000 for the period, compared to a loss of HKD 898,000 in 2023[54]. - The basic and diluted loss per share for the period was HKD 7.96, compared to HKD 0.59 in the previous year[56]. - The company reported a net loss attributable to owners of the company of (11,698) thousand HKD for the six months ended September 30, 2024, compared to a loss of (839) thousand HKD in the same period of 2023[106]. Revenue Breakdown - Revenue from financial advisory services was approximately HKD 7.6 million, down from HKD 8.8 million, while independent financial advisory revenue dropped significantly from HKD 12.0 million to HKD 7.6 million, together accounting for about 63.3% of total revenue[15]. - Compliance advisory revenue decreased to approximately HKD 8.8 million from HKD 11.6 million, representing about 36.7% of total revenue[15]. - Total revenue for the six months ended September 30, 2023, was HKD 24,003,000 from corporate finance consulting services and HKD 32,413,000 from asset management services[83]. - The company's revenue for the six months ended September 30, 2024, was 24,003 thousand HKD, a decrease of 26.0% compared to 32,413 thousand HKD for the same period in 2023[90]. Cost Management - The company aims to reduce recurring operating costs by HKD 1 million per month through a cost optimization plan, including modernizing compensation schemes and introducing flexible work schedules[9]. - Employee benefit costs increased by approximately 3.1% to about HKD 26.3 million, primarily due to a one-time severance payment of about HKD 0.6 million[24]. - Depreciation and other operating expenses decreased by approximately 13.2% to about HKD 7.9 million, mainly due to reduced GEM listing expenses and lower rental costs[28]. - The company aims to reduce monthly recurring operating costs by HKD 1 million starting in 2025 as part of a cost optimization plan[14]. Liquidity and Financial Position - As of September 30, 2024, the company maintained a strong liquidity position with no borrowings and cash and cash equivalents of approximately HKD 54 million[9]. - The company has no bank financing or borrowings as of September 30, 2024[32]. - Cash and cash equivalents decreased to HKD 53,625,000 as of September 30, 2024, down from HKD 60,163,000 as of March 31, 2024, reflecting a decline of about 10.1%[59]. - The company's equity attributable to owners decreased to HKD 64,144,000 as of September 30, 2024, down from HKD 78,443,000 as of March 31, 2024, representing a decline of approximately 18.2%[61]. Challenges and Market Conditions - The company faced significant challenges in the corporate finance market due to cautious client behavior and intense price competition, impacting profitability[6]. - The outlook for the second half of the fiscal year remains uncertain, with no significant improvement expected in planned transactions as of the end of October[7]. - Total revenue decreased by approximately 25.9% from about HKD 32.4 million to about HKD 24.0 million due to intense price competition in the Hong Kong corporate financing industry[15]. Asset Management and Future Opportunities - The company is exploring new opportunities to expand its business scope while maintaining prudent cost and capital management strategies[7]. - The company is exploring new opportunities in asset management and digital asset-related businesses to achieve profitability[14]. - The company’s efforts to restart its asset management business, including ventures into digital assets, resulted in a loss of approximately HKD 0.8 million[7]. Shareholder and Ownership Structure - Sabine Martin Nevil holds 84,938,190 shares, representing 57.73% of the total issued shares[186]. - The company has a total of 147,000,000 shares issued, with major shareholders holding significant stakes[196]. - The combined ownership of Sabine, Fletcher, and Zhuang in the company is approximately 59.95%[196]. - The company is controlled by SGL, which is fully owned by Sabine, Fletcher, and Zhuang[189]. - The ownership structure indicates a concentrated control among a few individuals, which may impact corporate governance[189]. Corporate Governance and Management - The board of directors has maintained compliance with corporate governance codes, which are essential for boosting stakeholder confidence[176]. - The company appointed two new executive directors on September 10, 2024, expanding its leadership team[177]. - The company has not disclosed any new strategies or market expansions in the recent reports[194].

Financial Performance - Total revenue decreased by approximately 25.9% from about HKD 32.4 million for the six months ended September 30, 2023, to about HKD 24.0 million for the six months ended September 30, 2024[4]. - Revenue from financial advisory and independent financial advisory services was approximately HKD 7.6 million (2023: HKD 8.8 million) and HKD 7.6 million (2023: HKD 12.0 million) respectively, accounting for about 63.3% of total revenue[4]. - Revenue from compliance advisory services was approximately HKD 8.8 million (2023: HKD 11.6 million), representing about 36.7% of total revenue[4]. - The group recorded a pre-tax loss of approximately HKD 11.7 million (2023: HKD 1.0 million) and a post-tax loss of approximately HKD 11.7 million (2023: HKD 0.9 million)[4]. - Investment income for the six months ended September 30, 2024, was approximately 937,000 HKD, a decrease of 51% from 1,914,000 HKD in the same period of 2023[13]. - The group reported a pre-tax loss of HKD 11,707 thousand, compared to a pre-tax loss of HKD 979 thousand in the previous year, indicating a significant decline in performance[38]. - The company reported a net loss attributable to the owners of the company of HKD 11,698 thousand, compared to a loss of HKD 839 thousand in the same period last year, representing a substantial increase in losses[40]. - The total comprehensive loss for the period was HKD 11,703 thousand, compared to HKD 898 thousand in the previous year, indicating a significant deterioration in overall financial health[40]. Asset and Equity Changes - Net asset value decreased from approximately HKD 78.5 million as of March 31, 2024, to about HKD 64.2 million as of September 30, 2024, primarily due to the loss incurred during the period[4]. - Current assets decreased to HKD 64,516 thousand from HKD 81,523 thousand, reflecting a decline of 20.9%[42]. - The group's cash and cash equivalents were HKD 53,625 thousand, down from HKD 60,163 thousand, indicating a decrease of 10.1%[42]. - The total equity attributable to owners of the company decreased to HKD 64,144 thousand from HKD 78,443 thousand, a decline of 18.2%[44]. - The company’s retained earnings decreased to HKD 5,921,000 as of September 30, 2024, from HKD 17,631,000 as of April 1, 2024[47]. Operational Changes and Cost Management - A cost optimization plan has been initiated to modernize employee compensation schemes and strengthen operational cost control, targeting a reduction of HKD 1 million in monthly recurring operating costs starting from 2025[9]. - Employee benefit costs increased by approximately 3.1% to 26,256,000 HKD for the six months ended September 30, 2024, from 25,485,000 HKD in the same period of 2023[17]. - Depreciation and other operating expenses decreased by approximately 13.2% to 7,945,000 HKD for the six months ended September 30, 2024, from 9,137,000 HKD in the same period of 2023[20]. Market Environment - The market environment for corporate financing transactions remains challenging, with companies adopting a cautious approach to initiating new transactions[9]. - The group experienced significant pressure on fees and profit margins due to intense price competition in the corporate financing market[9]. Shareholder and Capital Management - The board does not recommend the payment of any dividends for the period (2023: none)[4]. - The company issued 161,000 shares after exercising stock options during the period[47]. - The company recognized a dividend distribution of HKD 3,679,000 during the period[47]. - The company aims to enhance shareholder value through share repurchases, which are expected to increase net asset value and earnings per share[98]. Employee and Talent Management - The company granted 11,700,000 stock options under the 2023 stock option plan at an exercise price of HKD 0.72 per share[106]. - The 2023 stock option plan is designed to attract and retain top talent within the group[105]. - The company aims to reward and incentivize employees contributing to its operations and development through stock options[105]. Audit and Compliance - The company has established an audit committee consisting of three independent non-executive directors, responsible for reviewing financial reports and overseeing risk management[116]. - The external auditor, Grant Thornton, has reviewed the group's unaudited condensed consolidated financial statements and found no significant issues[118]. - The company plans to publish its interim report for the six months ending September 30, 2024, which will include all information required by GEM listing rules[119].

Environmental Impact - The group reported an estimated operational indirect emission of 64.11 tons of CO2 equivalent greenhouse gases for the year 2023-24, a slight decrease from 64.63 tons in 2022-23[10]. - Energy indirect emissions from purchased electricity were 55.02 tons for 2023-24, down from 58.63 tons in the previous year, indicating a reduction of approximately 4.4%[11]. - The total waste generated was 1.87 tons, with a density of 46.79 kg per employee, showing an increase from 1.76 tons in the previous year[17]. - The group has implemented measures to reduce water consumption and improve water efficiency, although specific water usage data is not disclosed due to the nature of the leased office space[18]. - The group has adopted LED lighting to replace high-energy-consuming fixtures as part of its energy-saving initiatives[13]. Financial Performance - The company reported a net loss of HKD 6,821,000 for the year, compared to a loss of HKD 3,543,000 in the previous year, indicating a significant increase in losses[41]. - Total equity as of March 31, 2024, was HKD 78,443,000, a decrease from HKD 84,840,000 as of March 31, 2023[41]. - Operating cash flow generated was HKD 5,210,000, a recovery from an outflow of HKD 1,112,000 in the previous year[42]. - The company had cash and cash equivalents of HKD 60,163,000 at the end of the year, down from HKD 63,540,000 at the beginning of the year[42]. - The company incurred finance costs of HKD 298,000 related to lease liabilities during the year[42]. - The company’s investment activities generated a net cash inflow of HKD 2,386,000, compared to HKD 700,000 in the previous year[42]. - The company recognized a loss of HKD 797,000 from its share of losses in associates[42]. - The overall comprehensive loss for the year totaled HKD 3,632,000, down from HKD 6,989,000 in the previous year[64]. Revenue and Growth - The group's revenue for the fiscal year 2024 was HKD 67,374,000, an increase of 10.5% compared to HKD 61,003,000 in 2023[64]. - Investment income rose significantly to HKD 3,013,000, up from HKD 1,069,000, representing an increase of 181.5%[64]. - The total loss for the year was HKD 3,613,000, a reduction of 48.2% from the previous year's loss of HKD 6,953,000[64]. - The basic and diluted loss per share improved to HKD 2.46 from HKD 4.79, reflecting a 48.6% decrease in loss per share[64]. - The group recorded a total loss of HKD 3.6 million, an improvement from a loss of HKD 7.0 million in the previous year, reflecting increased revenue and higher employee costs[174]. Employee and Operational Costs - Employee benefit costs increased to HKD 53,357,000 from HKD 50,007,000, marking a rise of 4.7%[64]. - Employee benefits costs increased by 6.8% to HKD 53.4 million, influenced by stock option grants and discretionary bonuses totaling HKD 3.8 million[172]. - The group has implemented advanced IT equipment for employees to mitigate adverse impacts from extreme weather conditions[49]. Governance and Compliance - The group has established a compliance manual to manage conflicts of interest and ensure adherence to anti-corruption regulations, with all employees required to comply with these policies[5]. - The group has not been aware of any significant non-compliance issues related to corruption, bribery, or money laundering during the year[6]. - The company secretary ensures effective communication of information to the board and compliance with governance matters[120]. - The group emphasizes the importance of confidentiality in handling insider information, implementing multiple procedures to manage insider information disclosure[119]. - The company’s governance policies have been revised to comply with the latest GEM listing rules, enhancing shareholder protections[133]. Shareholder Engagement - The group welcomes shareholders to submit suggestions regarding operations and management for discussion at shareholder meetings[118]. - The company emphasizes the importance of effective communication with shareholders and stakeholders, ensuring timely access to financial performance and strategic plans[137]. - The company held its annual general meeting on September 15, 2023, with all board members and auditors present to address shareholder inquiries[138]. Future Outlook and Strategy - The company provided a positive outlook for the next fiscal year, projecting revenue growth of BB% and an increase in user engagement metrics[150]. - The company is expanding its market presence in the Asia-Pacific region, targeting a growth rate of DD% in that market segment[150]. - The company is exploring potential acquisitions to bolster its market position, with a budget of FF million set aside for strategic investments[150]. - The outlook for 2024/25 indicates a strategic focus on digital assets and market expansion[200].

SOMERLEY CAPITAL HOLDINGS LIMITED （於開曼群島註冊成立之有限公司） （股份代號：8439） Somerley Capital Holdings Limited 新百利融資控股有限公司 截至2024年3月31日止年度的 年度業績公告 香港聯合交易所有限公司（「聯交所」）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公告的內容概不負責，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公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。 本公告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有 關新百利融資控股有限公司（「本公司」）及其附屬公司（合稱「本集團」）的資料；本公司 ...

Financial Performance - For the six months ended September 30, 2023, the group recorded revenue of approximately HKD 32.4 million, an increase of 28.1% compared to the same period last year[4]. - The second quarter revenue was HKD 17.7 million, achieving a profit of approximately HKD 800,000, representing a nearly 50% growth compared to the second quarter of the previous year[4]. - The group experienced a net loss of approximately HKD 0.9 million for the period, significantly improved from a loss of HKD 9.4 million in the same period last year[5]. - Total revenue increased by approximately 28.1% from about HKD 25.3 million to approximately HKD 32.4 million for the six months ended September 30, 2023[14]. - The total comprehensive income for the six months ended September 30, 2023, was HKD 0.8 million, a significant improvement from a loss of HKD 9.4 million in 2022[52]. - Basic and diluted earnings per share for the six months ended September 30, 2023, were HKD 0.57, compared to a loss of HKD 6.54 in the same period of 2022[54]. - The group reported a pre-tax profit of HKD 0.7 million for the three months ended September 30, 2023, compared to a loss of HKD 5.7 million in the same period of 2022[52]. - The group reported segment revenue of HKD 32,413,000 for the six months ended September 30, 2023, representing a 28.3% increase from HKD 25,278,000 in the same period of 2022[77]. Revenue Breakdown - Revenue from financial advisory services was approximately HKD 20.8 million, accounting for about 64.2% of total revenue, compared to 50.6% in 2022[14]. - Compliance advisory revenue was approximately HKD 11.6 million, representing about 35.8% of total revenue, down from 48.2% in 2022[14]. - The financial advisory and independent financial advisory segments saw significant revenue growth, contributing HKD 8.8 million and HKD 12.0 million respectively[4]. Expenses and Costs - The largest expense was employee benefits, which slightly increased to approximately HKD 25.5 million from HKD 24.6 million in the previous year[5]. - Employee benefit costs slightly increased from approximately HKD 24.6 million to about HKD 25.5 million, primarily due to accrued bonuses of approximately HKD 0.655 million[22]. - The total employee benefit costs for the period amounted to HKD 25,485,000, an increase from HKD 24,626,000 in the previous year, reflecting a rise of approximately 3.5%[8]. Investment and Assets - The group’s cash and cash equivalents stood at HKD 65 million as of September 30, 2023[5]. - The group’s net asset value was HKD 80.4 million after deducting the final dividend of HKD 3.6 million for the fiscal year 2023[5]. - Non-current assets decreased to HKD 10.0 million as of September 30, 2023, from HKD 16.4 million as of March 31, 2023[56]. - Current assets totaled HKD 82.9 million as of September 30, 2023, slightly down from HKD 84.2 million as of March 31, 2023[56]. - The group's net asset value as of September 30, 2023, was HKD 80.4 million, down from HKD 84.9 million as of March 31, 2023[58]. Losses and Improvements - The group reported a decrease in lease liabilities to HKD 7.0 million as of September 30, 2023, from HKD 10.4 million as of March 31, 2023[58]. - The group incurred a pre-tax loss of approximately HKD 979,000 for the six months ended September 30, 2023, significantly improved from a pre-tax loss of HKD 9,470,000 in the same period of 2022[77]. - The company reported a loss attributable to shareholders of HKD 839,000, compared to a loss of HKD 9,313,000 for the same period in 2022, representing a significant improvement[91]. - The company’s total comprehensive loss for the period was HKD 898,000, compared to a total comprehensive loss of HKD 9,419,000 in the same period last year, indicating a significant reduction in losses[60]. Shareholder Information - As of September 30, 2023, Sabine Martin Nevil holds 84,846,190 shares, representing 59.25% of the company's issued shares[138]. - Major shareholder New Baili Group Limited owns 84,846,190 shares, accounting for 59.25% of the company's total issued shares[145]. - The total number of shares held by major shareholders and their spouses indicates significant control over the company, with combined holdings exceeding 61%[145]. - The company has not disclosed any additional interests or short positions held by directors or key executives as of September 30, 2023[144]. Corporate Governance - The company has complied with the corporate governance code as per GEM listing rules, ensuring high standards of governance practices[131]. - The audit committee, consisting of three independent non-executive directors, reviewed the group's unaudited consolidated financial statements for the period and found no significant issues[161]. - The board of directors remains unchanged, with the appointment of Mr. Zhuang Disheng as an independent non-executive director of another company on September 1, 2023[164].

SOMERLEY CAPITAL HOLDINGS LIMITED Somerley Capital Holdings Limited 新百利融資控股有限公司 (於開曼群島註冊成立之有限公司) (股份代號:8439) 中期業績公佈 截至2023年9月30日止六個月 香港聯合交易所有限公司(「聯交所」)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。 本公佈的資料乃遵照聯交所GEM證券上市規則(「GEM上市規則」)而刊載,旨在提供有 關新百利融資控股有限公司(「本公司」)及其附屬公司(合稱「本集團」)的資料;本公司 ...

Revenue Performance - The group's total revenue increased by approximately 9.7% from about HKD 13.4 million in the same period last year to approximately HKD 14.7 million[8]. - Revenue generated from financial advisory services was approximately HKD 8.7 million, accounting for about 59.2% of total revenue, compared to 53.7% in the previous year[11]. - The corporate finance consulting segment recorded a revenue of approximately HKD 14.7 million, with a segment loss before tax of about HKD 1.2 million, improving from a loss of HKD 2.3 million in the previous year[8]. - The compliance advisory segment generated revenue of approximately HKD 6.0 million, remaining stable compared to the previous year[11]. - The group recorded a revenue of HKD 14,731,000 for the three months ended June 30, 2023, representing an increase of approximately 9.8% compared to HKD 13,414,000 in the same period of 2022[26]. - Revenue for the three months ended June 30, 2023, was HKD 14,731,000, an increase of 9.8% compared to HKD 13,414,000 for the same period in 2022[37]. Financial Losses and Improvements - The group recorded a post-tax loss of approximately HKD 1.7 million, an improvement from a loss of HKD 3.7 million in the previous year[8]. - The pre-tax loss for the period was approximately HKD 1.7 million, an improvement from a pre-tax loss of HKD 3.7 million in 2022, attributed to an increase in revenue of about HKD 1.3 million and net investment income increase of approximately HKD 0.7 million[22]. - The total comprehensive loss for the period was HKD 1,699,000, compared to HKD 3,723,000 in the same period of 2022, indicating a significant reduction in losses[29]. - The net loss attributable to owners for the three months ended June 30, 2023, was HKD 1,657,000, an improvement from a loss of HKD 3,672,000 in 2022[46]. Employee Costs - Employee benefit costs rose by approximately 5.9% to about HKD 12.6 million from HKD 11.9 million in the same period last year[18]. - Employee benefit costs increased to HKD 12,558,000 from HKD 11,937,000, reflecting a rise of approximately 5.2%[26]. - The total employee benefit costs for the three months ended June 30, 2023, amounted to HKD 12,558,000, compared to HKD 11,937,000 in 2022, reflecting a year-on-year increase of 5.2%[40]. Business Outlook - The group anticipates a challenging business environment for the fiscal year ending March 31, 2024, due to a cautious attitude from clients in a high-interest-rate environment[10]. - The overall economic environment for corporate finance consulting remains uncertain, impacting future business prospects[10]. - The group will continue to explore new business opportunities while actively advancing its core business[10]. Share Repurchase Activities - The company repurchased a total of 40,000 shares at a total cost of HKD 31,500 during the reporting period, with prices ranging from HKD 0.73 to HKD 0.89 per share[54]. - As of June 30, 2023, the company had repurchased but not yet canceled 38,000 shares, and an additional 82,000 shares were repurchased in July for a total cost of HKD 65,680[55]. - The total number of shares repurchased and subsequently canceled amounted to 120,000 shares[55]. - The company aims to enhance shareholder value through share repurchases by increasing net asset value and earnings per share[54]. - The company’s share repurchase program is authorized by shareholders as of the annual general meeting held on August 23, 2022[54]. - The company has a total of 96,000 shares that were repurchased and subsequently canceled as of May 2023[54]. - The company’s share repurchase activities were funded using its available cash[54]. Shareholder Information - As of June 30, 2023, Sabine Martin Nevil held 84,810,190 shares, representing approximately 59.18% of the company's issued shares[58]. - The company’s executive director and CEO, along with their associates, collectively held 85,080,190 shares, which is approximately 59.37% of the total[62]. - Major shareholder New Poly Group Limited holds 84,810,190 shares, representing 59.18% of the company's issued shares[67]. - Sabine Maureen Alice, as a spouse, has rights to 87,313,630 shares, equating to 60.93% of the total shares[67]. Audit and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results for the three months ending June 30, 2023[71]. - There have been no significant post-reporting date events related to the company or its group as of the report date[75]. - The company maintains sufficient public float according to available data prior to the report release date[72]. Other Financial Information - Depreciation expenses for property and equipment decreased to HKD 1,982,000 from HKD 2,027,000, a reduction of approximately 2.2%[26]. - Other operating expenses remained relatively stable at HKD 2,222,000 compared to HKD 2,252,000 in the previous year[26]. - Interest income for the three months ended June 30, 2023, was HKD 364,000, significantly up from HKD 31,000 in 2022[38]. - The company recognized a net exchange loss of HKD 54,000 for the three months ended June 30, 2023, compared to a loss of HKD 651,000 in 2022[38]. - The current tax expense for Hong Kong for the three months ended June 30, 2023, was HKD 30,000, up from HKD 17,000 in 2022[42]. - The company applied the new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements[36]. - The company received wage subsidies of approximately HKD 672,000 under the "Employment Support Scheme" during the previous period, which has been offset against employee benefit costs[40]. - The company did not recommend the payment of an interim dividend for the period, consistent with the previous year[25]. - The company did not have any significant capital commitments or major acquisitions during the period[23][24].

SOMERLEY CAPITAL HOLDINGS LIMITED Somerley Capital Holdings Limited 新百利融資控股有限公司 (於開曼群島註冊成立之有限公司) (股份代號:8439) 第一季度業績公告 截至2023年6月30日止三個月 香港聯合交易所有限公司(「聯交所」)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公告的內容概不負責,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公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。 本公告的資料乃遵照聯交所GEM證券上市規則(「GEM上市規則」)而刊載,旨在提供有 關新百利融資控股有限公司(「本公司」)及其附屬公司(合稱「本集團」)的資料;本 ...

Financial Performance - The company reported a net loss of HKD 7.0 million for the fiscal year ending September 30, 2022, with a significant improvement in the second half, achieving a profit of HKD 2.4 million[10]. - Total revenue decreased from approximately HKD 68.2 million to HKD 61.0 million, with the second half revenue at HKD 35.7 million, surpassing the first half's HKD 25.3 million[11]. - For the fiscal year ending March 31, 2023, the total revenue was approximately HKD 61.0 million, a decrease of about 10.6% compared to HKD 68.2 million in 2022[27]. - The pre-tax loss for the fiscal year was approximately HKD 6.9 million, an increase from a loss of about HKD 3.8 million in 2022[26]. - The corporate finance consulting segment generated revenue of approximately HKD 61.0 million, down from HKD 68.2 million in the previous year, with a pre-tax loss of about HKD 3.5 million[26]. - The revenue from financial advisory services was approximately HKD 33.6 million, accounting for about 55.1% of total revenue, down from 60.4% in 2022[27]. - Compliance advisory services generated revenue of approximately HKD 27.2 million, representing about 44.6% of total revenue, an increase from 38.9% in 2022[27]. - The group reported a significant increase in revenue of approximately 41.1% in the second half of the fiscal year compared to the first half[23]. - Investment income for the year was approximately HKD 1.1 million, up from HKD 0.5 million in 2022[30]. Cost Management - Employee benefit costs were maintained at approximately HKD 50.0 million, down from HKD 52.7 million, aided by government subsidies of HKD 1 million[12]. - Rental and operating costs decreased by approximately 11.8% to HKD 17.9 million following a lease renewal[12]. - Total depreciation and other operating expenses decreased by approximately 11.8% from about HKD 20.3 million in 2022 to about HKD 17.9 million in 2023, primarily due to lower rental costs for the Hong Kong office[35]. - Employee benefits costs, including director remuneration, were approximately HKD 50.0 million for the year, down from HKD 52.7 million in 2022, reflecting a decrease of about 5.1%[52]. Balance Sheet and Financial Position - The company's balance sheet remains strong, with a net asset value of HKD 85.0 million and cash and cash equivalents of HKD 63.5 million as of March 31, 2023[15]. - As of March 31, 2023, the group's current assets net value was approximately HKD 74.5 million, down from approximately HKD 83.9 million in 2022, with a current ratio of about 8.7 times compared to 9.7 times in 2022[38]. - Cash and cash equivalents as of March 31, 2023, were approximately HKD 63.5 million, down from approximately HKD 75.0 million in 2022[38]. - The group maintained a strong balance sheet and sufficient financial resources to support ongoing business needs[23]. - The group had no bank financing or borrowings as of March 31, 2023, resulting in an asset-to-liability ratio that is not applicable[46]. Dividend Policy - The company plans to maintain a dividend of HKD 0.025 per share, unchanged from the previous year[17]. - The board proposed a final dividend of HKD 0.025 per share for the year, consistent with the previous year[47]. - The board's recommendation for the final dividend is subject to approval at the upcoming annual general meeting[165]. - The group emphasizes maintaining a consistent and sustainable dividend level, with the possibility of increasing regular dividends in favorable years and issuing special dividends when conditions are particularly favorable[127]. Market Outlook and Risks - The company is cautiously optimistic about the recovery of the Hong Kong stock market, despite noting potential negative impacts on client confidence and financing capabilities[18]. - The group faced various risks, including reliance on key management personnel and potential market fluctuations affecting revenue predictability[50]. - The group anticipates a seasonal decline in compliance advisory income starting April 2023, although it expects an increase later in the year[18]. - The first quarter of 2023-24 (covering April to June 2023) is expected to show lower revenue compared to the monthly earnings of the second half of 2022-23[56]. - Despite the anticipated decline in compliance advisory income, the group expects an increase in activity over time due to interesting and significant transactions in the pipeline[56]. Corporate Governance and Board Structure - The company has established a nomination committee consisting of three members, including two independent non-executive directors and one executive director, to review the board structure and assess the independence of directors[79]. - The board diversity policy aims to maintain a balanced combination of executive and non-executive directors, ensuring a strong independent element within the board[82]. - The independent non-executive directors have confirmed their independence annually, and the board believes they have consistently met the independence criteria set forth by GEM listing rules[73]. - The company emphasizes the importance of diversity in nationality and ethnicity among board members to enhance understanding of the business environment[84]. - The board has adopted measurable targets under its diversity policy, which have been largely achieved during the year[83]. - The company promotes an open culture to facilitate effective contributions from independent non-executive directors, ensuring a constructive relationship within the board[72]. - The term of appointment for all directors is a maximum of three years, with provisions for re-election at the annual general meeting[76]. - The company has established a nomination policy effective from December 31, 2018, to ensure the board has the necessary skills and diversity for business development[85]. Shareholder Engagement - The company has a structured process for shareholders to request information and raise inquiries through the company secretary[136]. - The board of directors is committed to maintaining transparency and effective communication with shareholders[140]. - Shareholders can propose candidates for the board at least 7 days before the general meeting, requiring a written notice and consent from the candidate[133]. - Shareholders holding at least 10% of the voting rights can request a special general meeting within two months of their application[135]. - The company encourages shareholders to submit suggestions for discussion at the general meeting[137]. Management and Staff - As of March 31, 2023, the group employed 48 staff members, maintaining the same number as in 2022[52]. - The management team includes professionals with backgrounds in investment, securities, and corporate finance, enhancing the company's strategic capabilities[149]. - The executive director Sabine Martin Nevil has been with the company since 2016 and oversees business development and client relationships[141]. - The company has experienced over 20 years of expertise in corporate finance, with key executives holding significant qualifications and experience in the field[145]. Share Repurchase and Ownership - The company repurchased a total of 94,000 shares at a total cost of approximately HKD 73,000, with prices ranging from HKD 0.71 to HKD 0.89 per share[178]. - Major shareholder New Baili Group Limited has a beneficial interest in 84,810,190 shares, accounting for 59.14% of the total issued shares[196]. - The company holds 84,810,190 ordinary shares, representing approximately 59.14% of the total issued shares[192]. - The company is controlled by Sabine Martin Nevil and others, who collectively hold significant shares[194]. Audit and Compliance - The audit committee held four meetings during the year to review and assess the audited consolidated financial statements for the year ending March 31, 2022, and the unaudited consolidated financial statements for the three months ending June 30, September 30, and December 31, 2022[102]. - The company paid HKD 350,000 for audit services and HKD 100,000 for the review of the interim report, along with HKD 20,000 for other services during the year[114]. - The board of directors confirmed that there are no significant uncertainties regarding the company's ability to continue as a going concern[115]. - The audit committee recommended the reappointment of the external auditor, subject to shareholder approval at the upcoming annual general meeting on September 15, 2023[104]. - The audit committee monitored the effectiveness of the group's risk management and internal control systems[102]. - The company has established a clear written terms of reference for the audit committee in accordance with GEM Listing Rules[100].