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) 截至2023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 - The group reported a pre-tax profit of approximately HKD 1.2 million for the third quarter of the fiscal year ending March 31, 2023, compared to a pre-tax profit of approximately HKD 0.2 million in the same period of 2021[11]. - Total revenue decreased by approximately 22.6% from about HKD 54.5 million for the nine months ending December 31, 2021, to about HKD 42.2 million for the current period[16]. - The group experienced a net loss of approximately HKD 8.2 million for the nine months ending December 31, 2022, a decrease from a profit of approximately HKD 3.2 million in the previous year[12]. - The group recorded a pre-tax loss of approximately HKD 5.5 million in the corporate finance advisory segment, compared to a pre-tax profit of approximately HKD 3.2 million in 2021[12]. - The group recorded a loss of approximately HKD 8.2 million for the period, compared to a profit of HKD 0.2 million in 2021, primarily due to a revenue decrease of approximately HKD 12.3 million[26]. - Basic earnings per share for the nine months ended December 31, 2022, were HKD -5.71, compared to HKD 0.27 in 2021[32]. - The company reported a loss attributable to equity holders of HKD 8,128,000 for the nine months ended December 31, 2022, compared to a profit of HKD 383,000 in the same period of 2021[46]. - The company incurred a total comprehensive loss of HKD 8,167,000 during the period, compared to a total comprehensive loss of HKD 8,254,000 in the previous year[39]. Revenue Breakdown - The corporate finance advisory segment generated revenue of approximately HKD 22.4 million, down from HKD 35.5 million in 2021, accounting for about 53.1% of total revenue[16]. - The compliance advisory segment produced revenue of approximately HKD 19.6 million, up from HKD 18.7 million in 2021, representing about 46.4% of total revenue[16]. - Revenue for the nine months ended December 31, 2022, was HKD 42.25 million, down from HKD 54.47 million in 2021, representing a decline of approximately 22.4%[31]. - The financial advisory income from acting as a financial advisor was HKD 8,496,000, down 49.1% from HKD 16,680,000 in the previous year[39]. Cost Management - Employee benefit costs decreased by approximately 5.6% from about HKD 39.2 million for the nine months ending December 31, 2021, to about HKD 37.0 million for the current period[20]. - Total depreciation and operating expenses decreased by approximately 3.4% from HKD 14.5 million in the nine months ended December 31, 2021, to approximately HKD 14.0 million in the current period[25]. - Other operating expenses totaled HKD 14.05 million, a slight decrease from HKD 14.53 million in the previous year[24]. - The depreciation of right-of-use assets was HKD 5.37 million, down from HKD 6.37 million in the previous year[24]. - Employee benefit costs for the nine months ended December 31, 2022, were HKD 37.01 million, down from HKD 39.19 million in 2021[31]. Future Outlook - The group plans to enhance marketing efforts and tighten cost control in response to the challenging economic environment in Hong Kong's corporate finance sector[9]. - The board anticipates a significant improvement in performance for the second half of the fiscal year ending March 31, 2023, compared to the losses in the first half[15]. Shareholder Information - The company’s total equity attributable to owners decreased to HKD 83,432,000 as of December 31, 2022, from HKD 95,157,000 at the beginning of the period[34]. - The company’s cash and cash equivalents increased to HKD 9,900,000 as of December 31, 2022, unchanged from the previous year[34]. - The company’s major shareholder, Sabine Martin Nevil, holds approximately 59.00% of the total issued shares[56]. - Major shareholder New Poly Group Limited holds 83,991,350 shares, representing approximately 59.00% of the company's total issued shares[63]. - Sabine Maureen Alice, holding spouse interests, has a total of 86,494,790 shares, which accounts for approximately 60.76%[63]. - A total of 1,051,201 share options were exercised after December 31, 2022, resulting in the issuance of new shares at an exercise price of HKD 0.16[67]. Governance and Compliance - The board confirmed compliance with the corporate governance code and guidelines during the reporting period[50]. - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated results and found them compliant with applicable accounting standards[65]. - The company has established a clear written terms of reference for the audit committee as per GEM listing rules[65]. - The company has disclosed all necessary interests and short positions in accordance with the Securities and Futures Ordinance[64]. - There were no known conflicts of interest involving directors or major shareholders during the reporting period[53]. - The company and its subsidiaries did not purchase, sell, or redeem any of its listed securities during the period[54]. - The company has not entered into any arrangements that would allow directors to profit from purchasing shares of the company or any other corporation[61]. - The company has not recognized any provision for Chinese corporate income tax as its subsidiaries in China did not generate taxable profits for the nine months ended December 31, 2022[44]. - The company did not incur any current tax expenses in Hong Kong for the period, as it did not generate any taxable profits[43].

Financial Performance - Revenue for the six months ended September 30, 2022, was approximately HKD 25 million, down from HKD 36 million in the same period last year, resulting in a loss of approximately HKD 9.4 million[5]. - The group recorded a pre-tax loss of approximately HKD 9.5 million for the six months ended September 30, 2022, compared to a pre-tax profit of approximately HKD 0.2 million in 2021, primarily due to a decrease in revenue of about HKD 10.5 million[14]. - Total revenue decreased by approximately 29.3% to about HKD 25.3 million from approximately HKD 35.8 million for the same period in 2021[18]. - The company recorded a loss before tax of HKD 9,470,000 for the six months ended September 30, 2022, compared to a profit of HKD 220,000 for the same period in 2021[51]. - The company experienced a net loss of HKD 9,373,000 for the six months ended September 30, 2022, compared to a profit of HKD 165,000 for the same period in 2021[51]. - The company reported a loss attributable to owners of HKD (5,641) thousand for the six months ended September 30, 2022, compared to a profit of HKD 3,655 thousand for the same period in 2021, representing a significant decline[53]. - Basic loss per share was HKD (3.96) for the six months ended September 30, 2022, compared to earnings of HKD 2.58 per share in the same period of 2021[53]. - The company incurred a loss of HKD (6,827,000) from corporate finance consulting services, compared to a profit of HKD 2,290,000 in the same period last year[82]. Revenue Breakdown - Revenue from financial advisory and independent financial advisory services was approximately HKD 12.8 million, down from HKD 24.1 million in 2021, accounting for about 50.6% of total revenue[18]. - Revenue from compliance advisory services increased slightly to approximately HKD 12.2 million from HKD 11.7 million in 2021, representing about 48.2% of total revenue[18]. - For the six months ended September 30, 2022, the total revenue from corporate finance consulting services was HKD 25,278,000, a decrease of 29.2% compared to HKD 35,765,000 for the same period in 2021[82]. - Revenue from corporate finance advisory services for the six months ended September 30, 2022, was HKD 25,278,000, a decline of 29.2% compared to HKD 35,765,000 for the same period in 2021[93]. Economic Environment - The overall economic environment for corporate finance in Hong Kong has been unfavorable, with the Hang Seng Index declining approximately 21% during the recent quarter, marking the worst performance since 2011[5]. - The outlook for the second half of the fiscal year ending March 31, 2023, is exceptionally difficult to assess, with a continued low level of corporate finance transaction activity[9]. - The corporate finance consulting division has been adversely affected by weak market conditions, rising interest rates, and tightened acquisition financing supply[12]. - The competitive landscape in the corporate finance industry has intensified, impacting the company's consulting business negatively[12]. Cost and Expenses - Total costs for the six months ended September 30, 2022, reached approximately HKD 34 million, primarily consisting of salaries and related expenses of about HKD 25 million[6]. - Employee benefit costs slightly decreased to approximately HKD 24.6 million from HKD 24.8 million in the previous period, mainly due to government subsidies of about HKD 0.9 million recognized under the employment support scheme[22]. - Depreciation and other operating expenses decreased by approximately 1.0% to about HKD 9.8 million from approximately HKD 9.9 million in the previous period[26]. Cash and Assets - Cash and cash equivalents as of September 30, 2022, were approximately HKD 66 million, with no bank borrowings or similar liabilities[7]. - The group has no bank financing or borrowings as of March 31, 2022, and September 30, 2022[29]. - Current assets totaled HKD 82,862 thousand as of September 30, 2022, down from HKD 93,508 thousand as of March 31, 2022, indicating a decrease of about 11.4%[56]. - Non-current assets decreased to HKD 17,107 thousand as of September 30, 2022, from HKD 22,664 thousand as of March 31, 2022, reflecting a reduction of approximately 24.5%[56]. - Total assets as of September 30, 2022, amounted to HKD 99,969,000, a decrease from HKD 116,172,000 as of March 31, 2022[85]. Liabilities and Equity - The company’s total liabilities decreased to HKD 8,259 thousand as of September 30, 2022, from HKD 11,143 thousand as of March 31, 2022, representing a reduction of approximately 25.7%[59]. - The company’s equity attributable to owners decreased to HKD 82,240 thousand as of September 30, 2022, from HKD 95,157 thousand as of March 31, 2022, reflecting a decline of approximately 13.6%[59]. - Total liabilities as of September 30, 2022, were HKD 17,532,000, down from HKD 20,758,000 as of March 31, 2022[85]. Operational Developments - The company plans to renew its Beijing office lease starting January 1, 2023, for three years, involving annual rental payments of approximately RMB 700,000[7]. - The company is increasing marketing efforts and engaging clients through ideas and transaction proposals despite travel obstacles to China[9]. - The company is exploring opportunities in digital finance and looking for chances within its fund management department[9]. - The company is in the process of upgrading its IT infrastructure, which is a continuous requirement[43]. Shareholder Information - The significant shareholders include Sabine Martin Nevil, holding 58.97% of the issued shares, and other directors with varying percentages of ownership[179]. - The company holds 83,949,350 ordinary shares, representing approximately 58.97% of the total issued shares[189]. - The company has a stock option plan aimed at rewarding key employees and retaining talent[194]. - The stock option plan allows for the granting of options to no more than 35 participants during the plan period[194]. Compliance and Governance - The company maintained compliance with corporate governance codes and has not engaged in any purchase, sale, or redemption of its listed securities during the reporting period[176]. - The board of directors confirmed adherence to trading regulations throughout the reporting period[174]. - The company has not identified any competition or conflict of interest with its major shareholders during the reporting period[175].

Financial Performance - The group recorded a pre-tax loss of approximately HKD 3.7 million for the three months ended June 30, 2022, compared to a pre-tax loss of approximately HKD 3.5 million in 2021[8]. - Total revenue decreased by approximately 4.3% from about HKD 14.0 million in the three months ended June 30, 2021, to about HKD 13.4 million in the current period[12]. - The company reported a revenue of HKD 13,414,000 for the three months ended June 30, 2022, a decrease of approximately 4.4% from HKD 14,033,000 in the same period of 2021[27]. - The company recorded a pre-tax loss of approximately HKD 3,748,000 for the period, compared to a pre-tax loss of HKD 3,523,000 in 2021, indicating a decline in performance[27][22]. - The net loss attributable to the owners of the company was HKD 3,672,000, compared to HKD 3,334,000 in the prior year, indicating a worsening financial position[30]. - The total comprehensive loss for the period was HKD 3,723,000, compared to HKD 3,392,000 in the same period last year[30]. - Basic and diluted loss per share was HKD 0.0258, compared to HKD 0.0235 in the same period of 2021[51]. Revenue Breakdown - Revenue from financial advisory services was approximately HKD 7.2 million, accounting for about 53.7% of total revenue, down from 59.3% in 2021[12]. - Compliance advisory services generated revenue of approximately HKD 6.0 million, representing about 44.8% of total revenue, an increase from 40.7% in 2021[12]. - The group’s corporate finance advisory business generated revenue of approximately HKD 13.4 million, down from HKD 14.0 million in 2021, with a pre-tax loss of about HKD 2.3 million[8]. - Income from financial advisory services as a financial advisor was HKD 2,521,000, down 37.0% from HKD 3,998,000 year-on-year[39]. - Interest income from banks was HKD 31,000, down 45.6% from HKD 57,000 in the same period of 2021[39]. Cost Management - Employee benefit costs decreased by approximately 4.0% to about HKD 11.9 million from approximately HKD 12.4 million in the same period in 2021[16]. - Other operating expenses increased to HKD 3,082,000 from HKD 2,604,000, primarily due to rising travel and professional fees[27][21]. - Depreciation expenses decreased to HKD 2,027,000 from HKD 2,810,000, reflecting a reduction in lease costs after renegotiating office property leases[27][21]. - Total employee benefit costs amounted to HKD 11,937,000, a decrease of 3.5% from HKD 12,371,000 in the previous year[41]. - The company received wage subsidies of approximately HKD 672,000 under the "Employment Support Scheme" during the period, which has been offset against employee benefit costs[41]. Market Outlook - The outlook for the group remains cautious, with no significant signs of a rebound in the Hong Kong corporate finance market[11]. - The group is exploring opportunities in fintech and digital finance investments while assessing new roles in fund management[11]. - The group anticipates a potential recovery in related activities later in the 2022/23 fiscal year[11]. - The company’s financial performance was impacted by a challenging environment in its corporate finance advisory business, leading to reduced revenues[22]. Shareholder Information - As of June 30, 2022, Sabine Martin Nevil holds 83,909,350 shares, representing approximately 58.94% of the company's ordinary shares[68]. - The total number of shares held by major shareholder New Baili Group Limited is 83,909,350, accounting for approximately 58.94% of the issued shares[77]. - Sabine Maureen Alice, spouse of Sabine Martin Nevil, has a beneficial interest in 86,412,790 shares, which is approximately 60.70% of the total issued shares[77]. - The total number of shares held by major shareholders and their spouses indicates a significant concentration of ownership within a small group[77]. - The beneficial ownership structure indicates a high level of alignment among key stakeholders in the company's governance[79]. Governance and Compliance - The audit committee consists of three independent non-executive directors, with Mr. Zheng Yuhua as the chairman[82]. - The committee reviewed the unaudited consolidated performance for the three months ending June 30, 2022, ensuring compliance with applicable accounting standards and GEM listing rules[82]. - The company has disclosed no other interests or positions held by directors or the CEO in the company's shares or related securities as of June 30, 2022[81]. - The company has not reported any new strategies or market expansions in the provided documents[75]. - There have been no significant post-reporting events related to the company or group since June 30, 2022[86].

Financial Performance - For the fiscal year 2021-22, the total revenue of Somerley Capital Holdings Limited decreased by approximately 9.7% to about HKD 68.2 million from approximately HKD 75.5 million in 2020-21[10]. - Revenue from financial advisory and independent financial advisory services significantly dropped to about HKD 41.2 million, accounting for approximately 60% of total revenue, compared to 74% in 2021[10]. - Revenue from compliance advisory services increased to about HKD 26.5 million, representing approximately 39% of total revenue, up from 25% in 2021[10]. - The company recorded a loss of HKD 3.9 million for the fiscal year ending March 31, 2022, following a small profit in the first nine months[9]. - The group recorded a post-tax loss of approximately HKD 3.9 million for the year, compared to a post-tax profit of approximately HKD 7.3 million in 2020-21, primarily due to a decrease in total revenue[16]. - The group recorded a pre-tax loss of approximately HKD 3.8 million for the year, compared to a pre-tax profit of approximately HKD 6.9 million in 2021[28]. - Total revenue for the corporate finance consulting segment was approximately HKD 68.2 million, down from approximately HKD 75.0 million in the previous year, reflecting a challenging competitive environment[30]. - The asset management segment incurred a loss of approximately HKD 1.5 million, a significant reduction from a loss of approximately HKD 7.7 million in 2020-21, attributed to the absence of impairment losses recognized on goodwill and intangible assets[30]. Cost Management - Employee benefit costs decreased by about 0.8% to approximately HKD 52.7 million, despite the absence of government subsidies from the previous year[11]. - Depreciation and other operating expenses reduced by approximately 8.3% to about HKD 19.8 million, primarily due to lower rent after renewing the office lease[11]. - Cash and cash equivalents were approximately HKD 75.0 million, a decrease from HKD 96.5 million in the previous year[49]. - The group has implemented measures to closely monitor outstanding trade receivables and maintain high levels of liquidity amid the ongoing impact of COVID-19[25]. Strategic Initiatives - The company established a strategic partnership with CSH to explore opportunities in fintech and digital finance, integrating CSH's expertise in security token offerings with traditional corporate finance practices[14]. - A new entity, Sirely Digital Limited, was formed to apply for regulatory approval to operate an online subscription platform for tokenized assets and digital securities[14]. - The company aims to leverage its experience in traditional corporate finance to enhance its offerings in the digital finance sector[14]. - The group plans to explore opportunities in fintech and digital finance, including a partnership with CSH to leverage expertise in security token offerings[26]. - The company is considering investing time to advance opportunities in fintech and digital finance[74]. Market Outlook - The current business environment remains challenging, impacting corporate financing activities in Hong Kong[9]. - The group anticipates a recovery in business activities in the second half of the year, despite ongoing challenges in the corporate financing market due to rising interest rates and travel restrictions[20]. - The board remains optimistic about a recovery in business activity in the second half of the year, despite challenges such as rising interest rates and travel restrictions[74]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, complying with GEM listing rules[78]. - The company has appointed a new CEO and vice-chairman as of March 31, 2022, to enhance corporate governance[77]. - The company has implemented appropriate insurance arrangements for its directors against legal liabilities, reviewed annually[80]. - Independent non-executive directors provide independent judgment and advice on the group's performance and risk management[82]. - The board will continue to review its corporate governance practices to meet regulatory requirements and stakeholder expectations[77]. Risk Management - The company faces various risks, including operational disruptions to its main subsidiary, New Baili Financing, which could adversely affect its business and financial performance[68]. - The company has engaged an independent internal control consultant to evaluate the effectiveness of its risk management and internal control systems annually[156]. - The board is directly responsible for the risk management and internal control systems, supported by the audit committee[156]. - The audit committee reviewed the effectiveness of the internal control system and found no significant control deficiencies[154]. Shareholder Engagement - The company encourages active contributions from directors in board matters and promotes a culture of open debate[81]. - The board encourages shareholders to actively communicate and participate in the annual general meeting[163]. - The company has established a shareholder communication policy to ensure timely and equal access to information regarding financial performance and strategic goals[160]. - The company welcomes shareholder proposals for discussion at the annual general meeting[170]. Diversity and Inclusion - The company aims to appoint at least one female director by December 31, 2024, to enhance gender diversity on the board[101]. - As of March 31, 2022, male and female employees accounted for approximately 56.2% and 43.8% of the total workforce, respectively, indicating a commitment to gender diversity[101]. - The board diversity policy includes measurable targets, such as having at least one-third of board members as independent non-executive directors[100]. Financial Policies - The company has adopted a dividend policy aiming to distribute at least 40% of the annual consolidated net income to shareholders[171]. - The board emphasizes maintaining a consistent and sustainable dividend level, with the possibility of special dividends in particularly favorable years[171].

Financial Performance - For the nine months ended December 31, 2021, the group recorded revenue of approximately HKD 54.5 million, a decrease of about 1.4% from approximately HKD 55.3 million for the same period in 2020[12]. - The group recorded a profit after tax of approximately HKD 0.2 million, a significant decrease from approximately HKD 6.7 million in the previous year[9]. - The total comprehensive income for the nine months ended December 31, 2021, was HKD 393,000, compared to HKD 7,825,000 for the same period in 2020, reflecting a significant decline of approximately 95%[36]. - The company reported a profit attributable to owners of HKD 383,000 for the nine months ended December 31, 2021, compared to a profit of HKD 7,773,000 for the same period in 2020, representing a decrease of approximately 95.1%[34]. - Basic earnings per share for the nine months ended December 31, 2021, was HKD 0.27, down from HKD 5.49 in the same period of 2020, reflecting a decline of approximately 95.1%[34]. - The company’s total revenue for the nine months ended December 31, 2021, was HKD 54,466,000, compared to HKD 55,319,000 for the same period in 2020, reflecting a decrease of approximately 1.5%[41]. Revenue Segmentation - The corporate finance advisory services segment generated revenue of approximately HKD 35.5 million, accounting for about 65.1% of total revenue, down from 75.6% in 2020[12]. - The compliance advisory services segment reported revenue of approximately HKD 18.7 million, representing about 34.3% of total revenue, an increase from 23.7% in 2020[12]. - Revenue from corporate finance advisory fees for the nine months ended December 31, 2021, totaled HKD 54,466,000, compared to HKD 55,319,000 for the same period in 2020, indicating a slight decrease of 1.5%[41]. - Revenue from asset management fees was HKD 54,466,000 for the nine months ended December 31, 2021, compared to HKD 54,924,000 in the previous year, showing a decrease of 0.8%[41]. - The company reported a decrease in independent financial advisory fees to HKD 18,839,000 for the nine months ended December 31, 2021, down from HKD 28,533,000 in the same period of 2020, a decline of approximately 33.4%[41]. Expenses and Costs - Employee benefit costs increased by approximately 1.6% from HKD 38.6 million for the nine months ended December 31, 2020, to HKD 39.2 million for the same period in 2021[16]. - Depreciation and other operating expenses decreased by approximately 8.1% from HKD 16.1 million for the nine months ended December 31, 2020, to HKD 14.8 million for the same period in 2021[22]. - Other operating expenses for the nine months ended December 31, 2021, were HKD 7.7 million, slightly up from HKD 7.7 million in the same period of 2020[32]. - The company reported a net exchange loss of HKD 363,000 for the period, contrasting with a gain of HKD 17,000 in the previous year[51]. - The income tax expense for the nine months ended December 31, 2021, was HKD 192,000, compared to a tax benefit of HKD 562,000 in 2020, indicating a shift in tax position[47]. Investments and Future Plans - The group plans to maintain profitable operations in the corporate finance advisory segment for the fourth quarter of the fiscal year ending March 31, 2022[10]. - The group has established a joint venture in the field of security token offerings and has made preliminary investments in a one-stop digital financial services company[10]. - The group aims to declare dividends for the fiscal year ending March 31, 2022[10]. - The group’s capital commitments amounted to approximately HKD 0.8 million as of December 31, 2021, compared to HKD 0.3 million as of March 31, 2021[25]. Shareholder Information - Sabine, Fletcher, and Zhuang collectively hold approximately 90.48% of SGL's shares, indicating significant control over the company[72]. - As of December 31, 2021, major shareholders include New Baili Group Limited with 94,407,350 shares, representing 66.49% of the total issued shares[77]. - A total of 375,750 stock options were exercised after December 31, 2021, resulting in the issuance of new shares at an exercise price of HKD 0.21[85]. Governance and Compliance - The audit committee, consisting of three independent non-executive directors, oversees the group's financial reporting and risk management[82]. - The company maintains sufficient public float as of the report date, ensuring compliance with listing requirements[86]. - The company has established a clear governance structure, including an audit committee to enhance transparency and accountability[82]. - The company has not engaged in any purchase, sale, or redemption of its listed securities during the period[62]. - The company has not entered into any arrangements that would allow directors to profit from purchasing shares during the reporting period[73].

Financial Performance - The company reported a significant turnaround in the second quarter with a pre-tax profit of approximately HKD 3.7 million, recovering from a pre-tax loss of about HKD 3.5 million in the first quarter[4]. - Total revenue for the second quarter was approximately HKD 21.7 million, representing an increase of about 50% compared to HKD 14.1 million in the first quarter[4]. - For the six months ended September 30, 2021, total revenue was approximately HKD 35.8 million, nearly unchanged from HKD 36.1 million in the same period last year[4]. - The company recorded a pre-tax profit of approximately HKD 0.2 million for the first half of the fiscal year, a decrease from HKD 6.6 million in the previous year[13]. - The corporate finance consulting segment generated revenue of approximately HKD 35.8 million, consistent with the previous year's figures, but pre-tax profit decreased to about HKD 2.3 million from HKD 3.0 million[13]. - The group reported revenue of HKD 21,732,000 for the six months ended September 30, 2021, compared to HKD 21,700,000 for the same period in 2020, reflecting a slight increase of 0.15%[55]. - The group recorded a profit before tax of HKD 3,743,000 for the three months ended September 30, 2021, down from HKD 6,748,000 in the same period of 2020, representing a decrease of approximately 44.5%[55]. - The total comprehensive income for the period was HKD 3,564,000, compared to HKD 6,630,000 for the same period in 2020, showing a decline of about 46.3%[55]. - The company reported a profit attributable to owners of HKD 3,655,000 for the three months ended September 30, 2021, a decrease of 45.5% compared to HKD 6,703,000 for the same period in 2020[58]. - Basic earnings per share for the three months ended September 30, 2021, was HKD 2.58, down 45.4% from HKD 4.73 in the same period last year[58]. Revenue Breakdown - Revenue from financial advisory and independent financial advisory services was approximately HKD 24.1 million, accounting for about 67.3% of total revenue, down from 77.6% in 2020[16]. - Compliance advisory services generated revenue of approximately HKD 11.7 million, representing about 32.7% of total revenue, an increase from 21.9% in 2020[16]. - The company reported segment revenue of HKD 35,765,000 from corporate finance consulting services, slightly down from HKD 36,096,000 in the previous year[83]. - Advisory fees from financial consulting services amounted to HKD 12,369,000, an increase of 30.3% from HKD 9,462,000 in the previous year[93]. Expenses and Costs - Employee benefit costs slightly increased from approximately HKD 24.6 million to about HKD 24.8 million, mainly due to the absence of accrued bonuses[21]. - Depreciation and other operating expenses decreased by about 0.9% to approximately HKD 10.5 million from HKD 10.6 million in the previous period[26]. - The group’s financial costs for the six months ended September 30, 2021, were HKD 150,000, compared to HKD 158,000 for the same period in 2020, indicating a decrease of about 5.1%[55]. - The total depreciation of property and equipment was HKD 508,000, slightly down from HKD 518,000 in the previous year[98]. Assets and Liabilities - Total assets as of September 30, 2021, amounted to HKD 114,877,000, an increase from HKD 105,465,000 as of March 31, 2021[62]. - The company’s total liabilities increased to HKD 24,690,000 from HKD 11,272,000 as of March 31, 2021, showing a significant rise in financial obligations[85]. - The company has a net current asset position of HKD 89,387,000 as of September 30, 2021, down from HKD 98,454,000 as of March 31, 2021[62]. - Trade receivables increased to HKD 12,782,000 as of September 30, 2021, compared to HKD 7,486,000 as of March 31, 2021, reflecting a growth of 70.5%[62]. - Cash and cash equivalents decreased to HKD 82,608,000 as of September 30, 2021, down from HKD 96,478,000 as of March 31, 2021, a decline of 14.4%[62]. Corporate Governance and Shareholder Information - The company adhered to corporate governance guidelines, although the roles of Chairman and CEO were not separated during the period[158]. - The board confirmed compliance with the trading code for directors throughout the period[160]. - No conflicts of interest were reported between directors and the company's business during the period[161]. - As of September 30, 2021, the company has a total of 94,361,350 shares held by SGL, representing approximately 66.46% of the issued shares[165]. - Major shareholders include New Baili Group Limited, which holds 94,361,350 shares, representing 66.46%[176]. - The company has not established any arrangements that would allow directors to profit from purchasing shares of the company or any other corporation during the reporting period[174]. Future Outlook and Strategic Plans - The outlook for the second half of the fiscal year remains cautious due to ongoing market and political uncertainties, despite encouraging trading channels[7]. - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[60]. - The company has not disclosed any new strategies or future outlook in the provided documents[180].

Financial Performance - The group recorded a pre-tax loss of approximately HKD 3.5 million for the three months ended June 30, 2021, compared to a pre-tax loss of approximately HKD 0.2 million in 2020 [7]. - Total revenue decreased by approximately 2.8% to about HKD 14.0 million from approximately HKD 14.4 million for the same period in 2020 [11]. - The group reported a post-tax loss of approximately HKD 3.4 million for the period, compared to a post-tax loss of approximately HKD 0.1 million in 2020 [9]. - The group recorded a revenue of HKD 14,033,000 for the three months ended June 30, 2021, a decrease of approximately 2.5% compared to HKD 14,396,000 for the same period in 2020 [27]. - The group reported a pre-tax loss of approximately HKD 3,523,000 for the period, compared to a pre-tax loss of HKD 174,000 in the previous year, indicating a significant increase in losses [22]. - The group recorded a total comprehensive loss of HKD 3,392,000 for the period, compared to a comprehensive loss of HKD 137,000 in the previous year [30]. - Basic and diluted loss per share was HKD 0.0235 for the three months ended June 30, 2021, compared to HKD 0.0002 in the same period of 2020 [50]. Revenue Breakdown - Revenue from financial advisory and independent financial advisory services was approximately HKD 8.3 million, accounting for about 59.3% of total revenue, down from 71.5% in 2020 [11]. - Revenue from compliance advisory services increased to approximately HKD 5.7 million, representing about 40.7% of total revenue, up from 27.1% in 2020 [11]. - Revenue from corporate finance advisory fees reached HKD 8,328 thousand for the three months ended June 30, 2021, compared to HKD 10,344 thousand in the same period of 2020, representing a decrease of 19.5% [39]. - Asset management fee income was HKD 14,033 thousand for the three months ended June 30, 2021, slightly down from HKD 14,281 thousand in the same period of 2020, a decrease of 1.7% [39]. Expenses and Costs - Employee benefit costs remained stable at approximately HKD 12.4 million [16]. - The total operating expenses increased by approximately 1.9% from HKD 5,284,000 in the three months ended June 30, 2020, to HKD 5,414,000 in the current period [21]. - The group incurred depreciation expenses of HKD 2,810,000, slightly up from HKD 2,789,000 in the previous year [27]. - Total employee benefit expenses amounted to HKD 12,371 thousand for the three months ended June 30, 2021, compared to HKD 12,394 thousand in the same period of 2020, showing a marginal decrease of 0.2% [41]. Strategic Plans and Investments - The group plans to make a cautious initial investment in a one-stop digital financial services company [10]. - There were no significant investments or acquisitions planned as of June 30, 2021, indicating a cautious approach to capital expenditure [23]. - The group did not engage in any major acquisitions or disposals of subsidiaries, associates, or joint ventures during the period [24]. - The company has not reported any new strategies or market expansions in the provided documents [70]. Shareholder Information - As of June 30, 2021, Sabine Martin Nevil holds a controlled interest in 94,273,350 shares, representing approximately 66.40% of the total issued shares [61]. - Major shareholder New Baili Group Limited owns 94,273,350 shares, accounting for 66.40% of the total issued shares [73]. - Sabine Maureen Alice, spouse of Sabine Martin Nevil, has an interest in 96,506,790 shares, representing approximately 67.97% of the total issued shares [73]. - The company is controlled by SGL, which is wholly owned by Sabine Martin Nevil, Fletcher John Wilfred Sword, and others, holding approximately 90.48% of SGL [68]. Corporate Governance - The audit committee has been established and consists of three independent non-executive directors, with Mr. Zheng Yuhua as the chairman [78]. - The audit committee reviewed the unaudited consolidated performance for the three months ending June 30, 2021, and confirmed compliance with applicable accounting standards and GEM listing rules [78]. - There have been no significant post-reporting events related to the company or group from June 30, 2021, to the report date [82]. Other Financial Information - The fair value gain on financial assets recognized in profit or loss dropped significantly to HKD 1,000 compared to HKD 2,792,000 in the same period last year [27]. - The company adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial statements presented [38]. - The estimated taxable profit in Hong Kong was subject to a profit tax rate of 16.5% [44]. - The company has granted options under its share option scheme, with an exercise price of HKD 0.21 per share, which will vest on or after January 1, 2020 [65]. - The share options granted will be exercisable upon the transfer of shares to the main board listing date or after a specified period [65]. - The company has no arrangements that would allow directors to profit from purchasing shares of the company or any other corporation [69]. - The company and its subsidiaries have not disclosed any interests or short positions in shares or related securities as of June 30, 2021 [72]. - There are no disclosed interests or short positions from directors or executives in the company's shares or related securities as of June 30, 2021 [77].

Financial Performance - The group recorded a profit before tax of approximately HKD 6.9 million for the year ended March 31, 2021, a significant improvement compared to a loss of HKD 7.5 million for the year ended March 31, 2020[10]. - The profit attributable to shareholders of SCHL for the year was approximately HKD 8.5 million, a significant improvement from a loss of HKD 5.8 million in 2020, resulting in a basic earnings per share of HKD 0.0603 and diluted earnings per share of HKD 0.0583[17]. - The group reported a post-tax profit of approximately HKD 7.3 million for the year, a turnaround from a post-tax loss of approximately HKD 7.2 million in 2020, primarily due to reduced operating expenses and the fair value gain from the redemption of shares in CIAF[34]. - The group recorded a pre-tax profit of approximately HKD 6.9 million for the year, a significant improvement compared to a pre-tax loss of HKD 7.5 million in the previous year[29]. - The total revenue decreased by approximately 0.4% to about HKD 75.5 million from approximately HKD 75.8 million in the previous year[41]. Revenue Breakdown - Revenue from corporate finance consulting business was approximately HKD 75.0 million, slightly down from HKD 75.6 million in 2020, with a segment profit before tax of approximately HKD 5.9 million compared to HKD 5.3 million in 2020[11]. - Revenue from financial advisory and independent financial advisory services was approximately HKD 55.9 million, accounting for about 74.0% of total revenue, up from 70.4% in 2020[11]. - Compliance advisory services generated revenue of approximately HKD 19.1 million, representing about 25.3% of total revenue, compared to 23.6% in 2020[12]. - The asset management segment recorded revenue of approximately HKD 0.4 million, up from HKD 0.2 million in 2020, but incurred a pre-tax loss of approximately HKD 7.7 million, compared to a loss of HKD 5.9 million in 2020[33]. - Other income decreased from approximately HKD 1.7 million to about HKD 1.3 million, mainly due to reduced interest income from bank deposits[43]. Dividends and Shareholder Returns - The board proposed a final dividend of HKD 0.038 per share, an increase from HKD 0.025 per share in 2020, reflecting approximately two-thirds of the diluted earnings per share of HKD 0.0583[19]. - The board has proposed a final dividend of HKD 0.038 per share for the year, an increase from HKD 0.025 per share in 2020, pending shareholder approval[69]. - The company has adopted a dividend policy to distribute at least 40% of the annual consolidated net income attributable to shareholders as dividends[177]. - The company emphasizes maintaining a consistent and sustainable dividend level, even in adverse conditions, as long as financial health allows[173]. Operational Efficiency and Cost Management - Employee salaries and benefits decreased by approximately 1.8% to about HKD 53.1 million, primarily due to government subsidies of approximately HKD 2.5 million received under the employment support scheme[16]. - Depreciation and other operating expenses decreased by approximately 5.7% to about HKD 21.6 million from approximately HKD 22.9 million in the previous year[48]. - The group maintained a high level of liquidity, with no significant impact on liquidity risk from the COVID-19 pandemic[36]. - The group had no bank financing or borrowings as of March 31, 2021, maintaining a debt-free status[57]. Strategic Initiatives and Future Outlook - The company is exploring new projects in asset management and considering opportunities in the digital finance sector[23]. - The company aims to maintain a robust asset base and liquidity to support existing operations and future initiatives[18]. - The company is actively exploring new business plans, including concepts related to digital finance, to adapt to the evolving market environment[86]. - The company has outlined a future outlook with a projected revenue growth of 20% for the next fiscal year[193]. - New product development initiatives are underway, focusing on innovative financing solutions expected to launch in Q3 2022[193]. Governance and Compliance - The company has complied with all relevant laws and regulations in Hong Kong and China regarding its business operations during the fiscal year[84]. - The board of directors is responsible for overseeing corporate governance policies and practices, including compliance with legal and regulatory requirements[135]. - The company has established appropriate insurance arrangements for directors and senior officers[94]. - The company has a nomination committee to ensure the board's composition meets all applicable laws and regulations[119]. Risk Management - The company faces significant risks, including potential disruptions to its main operating subsidiary, New Baili Financing, which could adversely affect its business and financial performance[79]. - The company’s earnings are difficult to predict due to market conditions affecting transaction negotiations and completion times, leading to potential revenue fluctuations[79]. - The board is responsible for the effectiveness of the risk management and internal control systems, which are reviewed annually[166]. - An independent internal control consultant has been appointed to evaluate the adequacy and effectiveness of the risk management and internal control systems[164]. Market Position and Competitive Landscape - The company operates in a highly competitive environment with numerous existing participants and potential new entrants in the Hong Kong corporate financing industry[82]. - The management team emphasized the importance of technology integration, with a budget allocation of $10 million for R&D in the upcoming year[193]. - The company aims to improve operational efficiency by 15% through new process optimizations and technology upgrades[193]. - The company is expanding its market presence in Southeast Asia, targeting a 30% increase in market share by 2023[193].

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 2020/21 第三季度業績報告 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之 公司帶有較高投資風險。有意投資的人士應瞭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 較大之市場波動風險，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的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容 而引致之任何損失承擔任何責任。 本報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；本公司的董事願 就本報告共同及個別地承擔全 ...