(Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號：8439) NOTIFICATION LETTER 通 知 信 函 Dear Non-registered Shareholder (Note 1) , 27 November 2025 The following document(s) of Somerley Capital Holdings Limited (the "Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at https://www.somerleycapital.com and The Stock Exchange of Hong Kong Limited at https://www.hkexnews.hk (collectively the "Websites"):- • Interim ...

• Interim Report 2025/26 If you have not provided us with an email address but now would like to receive an email notification of the publication of the Corporate Communication(s) on the Websites instead of receiving printed notification letter in future or the email address is invalid, please complete the Reply Form overleaf, and then sign and return it by email to 8439-corpcomm@unionregistrars.com.hk or by post or by hand to the Company c/o the Company's branch share registrar in Hong Kong, Union Registra ...

Financial Performance - The group recorded a total revenue of approximately HKD 25.6 million for the six months ended September 30, 2025, representing an increase of about 6.7% compared to approximately HKD 24.0 million in the same period last year[10]. - The group achieved a post-tax profit of approximately HKD 0.2 million for the six months ended September 30, 2025, compared to a significant loss in the previous year[10]. - The company reported a pre-tax profit of approximately HKD 0.2 million for the period, a significant improvement from a pre-tax loss of HKD 11.7 million in 2024[25]. - The company reported a net profit of HKD 210,000 for the period ending September 30, 2025, compared to a net loss of HKD 11.7 million in the same period last year[50]. - Basic and diluted earnings per share were HKD 0.14, a recovery from a loss per share of HKD 7.96 in the previous year[45]. - The company recognized a loss of HKD 11.698 million for the period, reflecting ongoing challenges in the market[50]. Revenue Breakdown - Compliance advisory revenue for the period was approximately HKD 7.1 million, down from HKD 8.8 million in the previous year, accounting for about 27.7% of total revenue[14]. - The group’s financial advisory and independent financial advisory services generated revenues of approximately HKD 10.3 million and HKD 8.2 million, respectively, together accounting for about 72.3% of total revenue[14]. - The segment profit for corporate finance consulting services was HKD 2,386,000, while the asset management services reported a loss of HKD 992,000, resulting in a total segment profit of HKD 1,394,000[60]. Cost Management - Employee benefit costs decreased from HKD 26.3 million in the first half of 2024/25 to HKD 18.9 million in the first half of 2025/26[6]. - The cost optimization plan has yielded significant results, with total employee benefit costs decreasing steadily over the periods[6]. - Depreciation and other operating expenses decreased by approximately 13.9% to HKD 6.8 million from HKD 7.9 million, attributed to reduced rental costs and stringent cost control measures[23]. - Employee benefit costs decreased by approximately 28.1% to HKD 18.9 million from HKD 26.3 million, mainly due to cost savings from an updated compensation structure[20]. Assets and Liabilities - Total assets less current liabilities amounted to HKD 68,112,000 as of September 30, 2025, down from HKD 72,534,000 as of March 31, 2025[48]. - Non-current assets decreased to HKD 13,841,000 from HKD 16,028,000 as of March 31, 2025[47]. - Current assets totaled HKD 64,160,000, slightly down from HKD 65,067,000 as of March 31, 2025[47]. - Current liabilities increased to HKD 9,889,000 from HKD 8,561,000 as of March 31, 2025[48]. - The company’s total equity was HKD 60,155,000 as of September 30, 2025, compared to HKD 62,537,000 as of March 31, 2025[48]. Cash Flow and Financing - Operating cash flow before changes in working capital was HKD 3.444 million, a significant improvement from a cash outflow of HKD 5.124 million in the previous year[51]. - The company experienced a decrease in cash and cash equivalents, with a net reduction of HKD 848,000, compared to a decrease of HKD 6.542 million in the prior year[53]. - The company’s financing activities resulted in a net cash outflow of HKD 3.107 million, compared to HKD 7.391 million in the previous year[53]. - As of September 30, 2025, the company had no bank financing or borrowings, indicating a stable capital structure[26]. Shareholder Information - The company has adopted a stock option plan in 2023 to incentivize and reward qualified employees for their contributions[114]. - Major shareholder New Baili Group Limited owns 84,938,190 shares, accounting for 57.90% of the company's total shares[111]. - The company’s governance structure includes significant shareholdings by key executives, indicating strong control over corporate decisions[108]. - The stock option plan aims to attract and retain top talent, enhancing the overall success of the business and increasing shareholder value[115]. Corporate Governance - The company has complied with the corporate governance code and maintained high standards of corporate governance practices during the reporting period[98]. - The audit committee consists of three independent non-executive directors, with Mr. Zheng Yuhua as the chairman[130]. - The external auditor, Guo Fu Hao Hua (Hong Kong) CPA Limited, reviewed the group's unaudited consolidated financial statements and found no issues regarding compliance with HKAS 34[130]. - The company's public float remains sufficient as of the last practicable date before the report's release[132].

Core Viewpoint - New Baili Financing (08439.HK) reported a significant improvement in financial performance for the six months ending September 30, 2025, with total revenue increasing by approximately 6.7% to HKD 25.6 million, compared to the previous year [1] Financial Performance - The group recorded a pre-tax profit of approximately HKD 200,000, a turnaround from a pre-tax loss of approximately HKD 11.7 million in 2024 [1] - After-tax profit also stood at approximately HKD 200,000, compared to an after-tax loss of approximately HKD 11.7 million in 2024 [1] - The improvement in financial results was primarily due to increased revenue and significant cost savings achieved through updated compensation structures and stringent operational cost control [1] Dividend Policy - The board of directors did not recommend any dividend payment for the period, consistent with the previous year where no dividends were paid [1]

Core Viewpoint - New Baili Financing (08439) reported a mid-term performance for the six months ending September 30, 2025, showing a revenue of approximately HKD 25.6 million, representing a year-on-year increase of about 6.7% [1] Financial Performance - The profit attributable to the company's owners was HKD 210,000, marking a turnaround from a loss to profit year-on-year [1] - Earnings per share were reported at 0.14 HKD cents [1] Cost Management - The improvement in performance was primarily due to increased revenue and significant cost savings achieved through an updated compensation structure and stringent operational cost control [1]

Core Insights - New Baili Financing (08439) reported a mid-term performance for the six months ending September 30, 2025, with revenue of approximately HKD 25.6 million, representing a year-on-year increase of about 6.7% [1] - The profit attributable to the company's owners was HKD 210,000, marking a turnaround from a loss to profit year-on-year; earnings per share stood at 0.14 HKD cents [1] - The improvement in performance was primarily due to increased revenue and significant cost savings achieved through an updated compensation structure and stringent operational cost control [1]

Revenue and Profitability - Total revenue increased by approximately 6.7% from about HKD 24.0 million for the six months ended September 30, 2024, to about HKD 25.6 million for the six months ended September 30, 2025[4] - Revenue from financial advisory and independent financial advisory services amounted to approximately HKD 10.3 million and HKD 8.2 million respectively, together accounting for about 72.3% of total revenue[4] - The group recorded a profit before tax of approximately HKD 0.2 million for the period, a significant improvement from a loss of approximately HKD 11.7 million in the previous year[4] - The corporate finance advisory segment generated revenue of approximately HKD 25.6 million, up from HKD 24.0 million in the previous year, with a profit before tax of approximately HKD 2.4 million compared to a loss of HKD 10.4 million[6] - The group recorded a pre-tax profit of approximately HKD 0.2 million in 2025, a significant improvement from a pre-tax loss of approximately HKD 11.7 million in 2024[19] - The total comprehensive income for the period was HKD 193,000, compared to a loss of HKD 11.7 million in 2024[32] - The company reported a profit of HKD 210,000 for the six months ended September 30, 2025, compared to a loss of HKD 11,698,000 in the previous period[36] - Total comprehensive income for the period was HKD 212,000, a significant recovery from a loss of HKD 11,695,000 in the prior period[36] Asset and Liability Management - The net asset value decreased from approximately HKD 62.5 million as of March 31, 2025, to about HKD 60.2 million as of September 30, 2025, primarily due to the approval of a final dividend of approximately HKD 2.9 million[4] - As of September 30, 2025, total non-current assets decreased to HKD 13,841,000 from HKD 16,028,000 as of March 31, 2025, representing a decline of approximately 13.6%[34] - Current assets decreased slightly to HKD 64,160,000 from HKD 65,067,000, a reduction of about 1.4%[34] - Total liabilities decreased from HKD 9,997,000 to HKD 7,957,000, reflecting a decrease of approximately 20.5% in non-current liabilities[35] - The company's net asset value as of September 30, 2025, was HKD 60,155,000, down from HKD 62,537,000, indicating a decline of about 3.8%[35] - The total equity attributable to owners decreased to HKD 60,118,000 from HKD 62,481,000, a decline of approximately 3.8%[35] - The group maintained a cash and cash equivalents balance of approximately HKD 36.8 million as of September 30, 2025, with no bank financing or borrowings[20] - The company's cash and cash equivalents stood at HKD 50,779,000, slightly down from HKD 51,624,000, indicating a decrease of about 1.6%[34] Expenses and Cost Management - Employee benefit costs decreased by approximately 28.1% from about HKD 26.3 million in 2024 to about HKD 18.9 million in 2025[13] - Depreciation and other operating expenses decreased by approximately 13.9% from about HKD 7.9 million in 2024 to about HKD 6.8 million in 2025[18] - The group incurred total employee benefits costs of HKD 18,945,000 in 2025, down from HKD 26,256,000 in 2024, indicating a reduction of 27.7%[50] - Depreciation of property and equipment was HKD 246,000 for the six months ended September 30, 2025, compared to HKD 301,000 in 2024, a decrease of 18.3%[50] Investment and Income - Investment income decreased primarily due to a decline in interest income from bank deposits, aligning with current interest rate trends[9] - Other income and net gains decreased mainly due to foreign exchange losses from bank deposits denominated in currencies other than HKD[10] - Investment income decreased to HKD 679,000 in 2025 from HKD 937,000 in 2024, reflecting a decline of 27.5%[49] Dividend and Shareholder Returns - The board does not recommend any dividend payment for the period, consistent with the previous year[4] - The company declared dividends amounting to HKD 2,934,000 during the period, reflecting a commitment to returning value to shareholders[36] - The final dividend for the year ending March 31, 2025, is set at HKD 0.02 per share, totaling approximately HKD 2,934,000, down from HKD 3,679,000 in 2024[56] - No interim dividend was recommended for the period[57] Share Options and Employee Incentives - The 2023 Share Option Scheme aims to reward and retain top talent within the group, providing additional incentives to qualified employees to enhance the company's value for shareholders[72] - A total of 11,700,000 share options were granted under the 2023 Share Option Scheme on December 18, 2023, with an exercise price of HKD 0.72 per share[77] - The exercise period for the 2023 share options is set for five years, starting from December 18, 2023, and options cannot be exercised within the first 12 months[78] - The maximum number of options granted to any participant in a 12-month period cannot exceed 1% of the issued shares, with a reduced limit of 0.1% for major shareholders and their associates[74] - The total number of options available for exercise as of September 30, 2025, is 9,348,500 after accounting for cancellations[79] - The vesting schedule for the options includes three tranches, with the first 33% vesting from December 18, 2023, to December 17, 2024[78] - The exercise price is determined by the board and must be at least the higher of the closing price on the grant date or the average closing price over the preceding five trading days[75] - The 2023 Share Option Scheme will remain effective for a period of 10 years, expiring on September 14, 2033[76] - The scheme is designed to align the interests of employees with those of shareholders, promoting overall business success[72] - The options granted do not have performance targets or clawback mechanisms attached[77] - The total number of shares available for issuance under the 2023 share option plan is 14,319,029 shares, representing approximately 9.8% of the issued shares as of the announcement date[80] - No share options were granted under the 2023 share option plan during the period[80] - The number of share options available for grant under the 2023 share option plan as of April 1, 2025, September 30, 2025, and the announcement date are 4,670,529, 4,970,529, and 5,320,529 shares, representing approximately 3.2%, 3.4%, and 3.6% of the issued shares respectively[80] Audit and Compliance - The audit committee consists of three independent non-executive directors, with Mr. Zheng Yuhua serving as the chairman[82] - The external auditor, Guo Fu Hao Hua, did not find any issues that would lead them to believe the unaudited condensed consolidated financial statements were not prepared in accordance with the relevant accounting standards[83] - The interim report for the six months ending September 30, 2025, will be sent to shareholders and published on the company's website[84]

Core Viewpoint - New Baili Financing (08439) expects to achieve a post-tax profit of approximately HKD 200,000 for the six months ending September 30, 2025, a significant improvement compared to a post-tax loss of approximately HKD 11.7 million in 2024 [1] Financial Performance - The improvement in financial performance is primarily attributed to a more active corporate financing market, resulting in an increase in revenue of approximately HKD 1.6 million [1] - Additionally, a reduction in employee benefits costs of approximately HKD 7.3 million, mainly due to an updated compensation structure, contributed to the positive financial outlook [1]

Group 1 - The company expects to achieve a profit after tax of approximately HKD 200,000 for the six months ending September 30, 2025, compared to a loss of approximately HKD 11.7 million in 2024 [1] - The improvement in financial performance is primarily due to a more active corporate financing market, resulting in an increase in revenue of approximately HKD 1.6 million [1] - Additionally, a reduction in employee benefits costs of approximately HKD 7.3 million, mainly due to an updated compensation structure, contributed to the improved financial results [1]

Core Viewpoint - New Baili Financing (08439) expects to achieve a post-tax profit of approximately HKD 200,000 for the six months ending September 30, 2025, a significant improvement compared to a post-tax loss of approximately HKD 11.7 million in 2024 [1] Financial Performance - The improvement in financial performance is primarily attributed to a more active corporate financing market, resulting in an increase in revenue of approximately HKD 1.6 million [1] - Additionally, a reduction in employee benefits costs of approximately HKD 7.3 million, mainly due to an updated compensation structure, contributed to the positive financial outlook [1]