Hong Kong, March 04, 2025 (GLOBE NEWSWIRE) -- Magic Empire Global Limited (NASDAQ: MEGL) (“MEGL”, or the “Company”) is pleased to announce that the bid price deficiency concern raised by Nasdaq has been successfully resolved. The Company has received written notification (the “Nasdaq Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has regained compliance with the minimum bid price requirement set forth in the rules for continued listing on the Nasdaq Capital Market (the “L ...

Company Overview - MEGL was incorporated in May 2016 as a holding company, with GFHL and GCL established in June 2016 for corporate finance activities [154]. - The company completed its IPO on August 10, 2022, issuing 5,000,000 Ordinary Shares at a price of $4.00 per share, raising a total of $20 million [157][158]. - GCL was licensed for Type 6 (advising on corporate finance) activities in February 2017 and Type 1 (dealing in securities) in April 2018, expanding its service offerings [164]. - The company provides comprehensive corporate finance advisory services, including IPO sponsorship, financial advisory, and compliance advisory, catering to a diverse client base [168]. - MEGL has a strong client base across various sectors, including online advertising, property development, and logistics, which helps mitigate risks from cyclical downturns [167]. - The company has experienced management and professional staff, enhancing its ability to capture business opportunities and maintain client relationships [170][171]. Financial Performance - Revenue increased by HK$2,593,778, or 23.2%, from HK$11,198,252 in 2022 to HK$13,792,030 (US$1,765,741) in 2023, driven by higher revenue from IPO sponsorship and financial advisory services [260]. - Revenue from IPO sponsorship services rose by HK$2,900,000, or 181.3%, from HK$1,600,000 in 2022 to HK$4,500,000 (US$576,119) in 2023, due to the completion of one IPO project [260]. - Revenue from compliance advisory services decreased by HK$2,576,222, or 56.5%, from HK$4,563,252 in 2022 to HK$1,987,030 (US$254,391) in 2023, attributed to fewer compliance advisory customers [262]. - Revenue from financial advisory services increased by HK$2,070,000, or 41.1%, from HK$5,035,000 in 2022 to HK$7,105,000 (US$909,626) in 2023, as the company expanded services to clients pursuing listings on other exchanges [263]. - Total operating expenses increased by HK$903,898, or 5.8%, from HK$15,700,930 in 2022 to HK$16,604,828 (US$2,125,852) in 2023, primarily due to higher staff costs and travel expenses [265]. - Net loss recorded was HK$483,812 (US$61,940) for 2023 compared to a net loss of HK$3,842,278 in 2022 [269]. Market Environment - The COVID-19 pandemic has led to a general slowdown in economic conditions globally, which may materially affect the company's business objectives [189]. - The competition in the underwriting business in Hong Kong is intense due to a relatively large number of market players, impacting the provision of corporate finance advisory services [188]. - The financial service industry in Hong Kong is characterized by strong competition, with both large multinational institutions and local firms vying for market share [187]. - The Hang Seng Index fell by approximately 18.2%, or 3,101 points, from about 20,145 points at the beginning of 2023 to approximately 17,044 points by year-end, indicating a challenging market environment [261]. - The number of IPOs launched decreased from 89 in 2022 to 68 in 2023, with total funds raised dropping from approximately HK$104.6 billion to approximately HK$46.3 billion [261]. Regulatory Compliance - The SFC regulates the securities market in Hong Kong, ensuring fairness, efficiency, and transparency in the industry [191]. - The company must comply with ongoing obligations to remain fit and proper as defined under the SFO at all times [205]. - Licensed corporations must submit audited accounts within four months after the end of each financial year [212]. - Monthly financial resources returns are required from licensed corporations, with semi-annual returns for those not holding client assets [213]. - Licensed corporations must comply with anti-money laundering and counter-terrorist financing laws, including the Anti-Money Laundering and Counter-Terrorist Financing Ordinance [222]. - The SFC supervises licensed corporations through on-site inspections and off-site monitoring to ensure compliance with regulatory requirements [227]. - The SFC has disciplinary powers to revoke or suspend licenses for misconduct, with penalties up to HK$10 million or three times the profit gained from the misconduct [229]. Corporate Governance - The board of directors consists of 5 members, including 2 executive directors and 3 independent directors, ensuring a diverse mix of skills and backgrounds [323]. - The audit committee is chaired by Mr. Yiu Sing Chan, who qualifies as an "audit committee financial expert," overseeing the company's accounting and financial reporting processes [327]. - The compensation committee, chaired by Mr. Chi Wai Siu, is responsible for reviewing and approving the compensation structure for executive officers [328]. - The company has established a clawback policy to seek recoupment of incentive compensation based on erroneous data, although no recoupment has been sought for the year ended December 31, 2023 [335]. - The company is classified as a "foreign private issuer," allowing it to comply with home country governance requirements instead of certain Nasdaq corporate governance standards [331]. Shareholder Information - The company currently intends to retain all available funds and future earnings for business operation and expansion, with no anticipated dividends in the foreseeable future [344]. - The declaration and payment of future dividends will be at the discretion of the board of directors, considering various financial factors [346]. - The holders of Ordinary Shares are entitled to dividends as declared by the board of directors, subject to the BVI Act [353]. - As of December 31, 2023, the company recorded a loss due to mark-to-market of a derivative asset amounting to HK$1,963,000 (US$251,315) [299]. - As of December 31, 2023, the company had 8 employees, including 2 management personnel, 2 finance, administrative and compliance staff, and 4 project execution staff [336].

Hong Kong, March 01, 2024 (GLOBE NEWSWIRE) -- Magic Empire Global Limited (NASDAQ:MEGL) ("MEGL", or the "Company") announced that, on February 28, 2024, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market ("Nasdaq") notifying the Company that based on the closing bid price of the Company for the period from January 16, 2024 to February 27, 2024, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintai ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...