ORIENTSECINT：ANNOUNCEMENTOFANNUALRESULTSFORTHEYEARENDED31MARCH2025.pdf

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1、 1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in rel

2、iance upon the whole or any part of the contents of this announcement.(Incorporated in the Cayman Islands with limited liability)(Stock Code:8001)ANNOUNCEMENT OF ANNUAL RESULTSFOR THE YEAR ENDED 31 MARCH 2025CHARACTERISTICS OF THE GEM(“GEM”)OF THE STOCK EXCHANGE OF HONG KONG LIMITED(THE“STOCK EXCHAN

3、GE”)GEM has been positioned as a market designed to accommodate small and mid-size companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange.Prospective investors should be aware of the potential risks of investing in such companies and should make

4、 the decision to invest only after due and careful consideration.Given that the companies listed on GEM are generally small and mid-sized,there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and

5、 no assurance is given that there will be a liquid market in the securities traded on GEM.*For identification purpose only 2 SUMMARY Revenue amounted to approximately HK$138,761,000 for the year ended 31 March 2025(For the year ended 31 March 2024:approximately HK94,878,000),representing an increase

6、 of approximately 46.3%.Loss attributable to owners of the Company amounted to approximately HK$214,206,000 for the year ended 31 March 2025(For the year ended 31 March 2024:approximately profit of HK$3,392,000).The Directors do not recommend any final dividend for the year ended 31 March 2025(For t

7、he year ended 31 March 2024:Nil).3 RESULTSThe board(the“Board”)of directors(the“Directors”)of Orient Securities International Holdings Limited(the“Company”)is pleased to present the audited consolidated results of the Company and its subsidiaries(collectively referred to the“Group”)for the year ende

8、d 31 March 2025(“FY2024/25”),together with the comparative audited figures for the year ended 31 March 2024,which have been reviewed by the audit committee of the Board and approved by the Board on 30 June 2025 as follows:CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the

9、 year ended 31 March 202520252024NotesHK$000HK$000Revenue4138,76194,878Other income51,8251,188Employee costs(6,805)(5,893)Administrative and other operating expenses(15,043)(14,141)Marketing and business development expenses(134,779)(8,467)Impairment losses on trade receivables,net(501)(19,692)Impai

10、rment losses on loan and interest receivables,net(196,732)(38,127)Fair value loss on financial assets through profit or loss(495)Loss on disposal of loan receivables(2,146)Finance costs6(451)(23)(Loss)/profit before income tax7(214,220)7,577Income tax credit/(expense)814(4,185)(Loss)/profit and tota

11、l comprehensive(expense)/income for the year attributable to owners of the Company(214,206)3,392(Loss)/earnings per share attributable to owners of the Company for the year10 Basic and diluted(HK cent)(172.17)2.73 4 CONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 March 2025At 31 March 2025At 31

12、 March 2024NotesHK$000HK$000ASSETS AND LIABILITIESNon-current assetsProperty,plant and equipment2,606483Intangible assets Other assets11405405Deposit429Loan and interest receivables13,899Financial assets at fair value through profit or loss7,255Deferred tax assets33433411,02915,121Current assetsTrad

13、e receivables122,16812,242Loan and interest receivables182,833Prepayments,deposits and other receivables13,00313,613Trust bank balances held on behalf of clients27,7598,197Cash and cash equivalents29,80041,65472,730258,539Current liabilitiesTrade payables1328,3418,200Accruals and other payables17,72

14、313,509Lease liabilities507233Other borrowing2,089Tax payables9,66612,52158,32634,463Net current assets14,404224,076 Total assets less current liabilities25,433239,197 5 At 31 March 2025At 31 March 2024NotesHK$000HK$000Non-current liabilityLease liabilities442Net assets24,991239,197EQUITYEquity attr

15、ibutable to owners of the CompanyShare capital146,2216,221Reserves18,770232,976Total equity24,991239,197 6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor the year ended 31 March 20251.GENERAL INFORMATIONOrient Securities International Holdings Limited(the“Company”)was incorporated and registered

16、as an exempted company with limited liability on 5 January 2009 under the Companies Law of the Cayman Islands and acts as an investment holding company.The shares of the Company have been listed on the GEM of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)on 15 January 2014.The address

17、of its registered office and principal place of business of the Company are Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands and Rooms 220304,22/F.,New World Tower 1,1618 Queens Road Central,Central,Hong Kong,respectively.The Company is an investment holding c

18、ompany.The Company and its subsidiaries(collectively referred as the”Group”)are principally engaged in the provision of:brokerage services underwriting and placing services securities,initial public offering financing services money lending services asset management servicesThere were no significant

19、 changes in operations during the year.2.ADOPTION OF HKFRS ACCOUNTING STANDARDS2.1 New and amendments to HKFRS Accounting Standards that are mandatory effective for the current yearIn the current year,the Group has applied the following amendments to HKFRS Accounting Standards issued by the Hong Kon

20、g Institute of Certified Public Accountants(“HKICPA”)for the first time,which are mandatorily effective for the Groups annual periods beginning on or after 1 April 2024 for the preparation of the consolidated financial statements:Amendments to HKFRS 16Lease Liability in a Sale and LeasebackAmendment

21、s to HKAS 1Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5(2020)Amendments to HKAS 1Non-current Liabilities with CovenantsAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsThe application of the amendments to HKFRS Accounting St

22、andards in the current year has had no material impact on the Groups financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.7 2.ADOPTION OF HKFRS ACCOUNTING STANDARDS(Continued)2.2 New and amendments to HKFRS A

23、ccounting Standards in issue but are not yet effectiveThe Group has not early applied the following new and amendments to HKFRS Accounting Standards that have been issued but are not yet effective:Amendments to HKFRS 9 and HKFRS 7Amendments to the Classification and Measurement of Financial Instrume

24、nts3Amendments to HKFRS 10 and HKAS 28Sale or Contribution of Assets between an Investor and its Associate or Joint Venture1Amendments to HKFRS Accounting StandardsAnnual Improvements to HKFRS Accounting Standards Volume 113Amendments to HKAS 21Lack of Exchangeability2HKFRS 18Presentation and Disclo

25、sure in Financial Statements4Amendments to HKFRS 9 and HKFRS 7Contracts Referencing Nature-dependent Electricity31 Effective for annual periods beginning on or after a date to be determined.2 Effective for annual periods beginning on or after 1 January 2025.3 Effective for annual periods beginning o

26、n or after 1 January 2026.4 Effective for annual periods beginning on or after 1 January 2027.Except for the new HKFRS Accounting Standards as disclosed below,the directors of the Company anticipate that the application of all the other new and amendments to HKFRS Accounting Standards will have no m

27、aterial impact on the consolidated financial statements in the foreseeable future.HKFRS 18 Presentation and Disclosure in Financial StatementsHKFRS 18 Presentation and Disclosure in Financial Statements,which sets out requirements on presentation and disclosures in financial statements,will replace

28、HKAS 1 Presentation of Financial Statements.This new HKFRS Accounting Standard,while carrying forward many of the requirements in HKAS 1,introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss;provide disclosures on management-defined perf

29、ormance measures in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements.In addition,some HKAS 1 paragraphs have been moved to HKAS 8 and HKFRS 7.Minor amendments to HKAS 7 Statement of Cash Flows and HKAS 33 Earn

30、ings per Shares are also made.HKFRS 18,and amendments to other standards,will effective for annual periods beginning on or after 1 January 2027,with early application permitted.The application of the new standard is expected to affect the presentation of the statement of profit or loss and disclosur

31、es in future financial statements.The Group is in process of assessing the detailed impact of HKFRS 18 on the Groups consolidated financial statements.8 3.OPERATING SEGMENTSThe Group manages its businesses by business lines.In a manner consistent with the way in which information is reported interna

32、lly to the Groups most senior executive management,being the chief operating decision maker,for the purposes of resource allocation and performance assessment,the Group has presented the following five reportable segments.No operating segments have been aggregated to form any of the following report

33、able segments.BrokerageProvision of brokerage servicesUnderwriting and placingProvision of underwriting and placing servicesMargin financingProvision of securities and initial public offering financing servicesMoney lendingProvision of money lending servicesAsset managementProvision of asset managem

34、ent servicesFor the purposes of assessing segment performance and allocating resources between segments,the Groups most senior executive management monitors the revenue,results,assets and liabilities attributable to each reportable segment on the following bases:Segment assets include all non-curren

35、t and current assets with the exception of financial assets at fair value through profit or loss and deferred tax assets.Segment liabilities include all current liabilities and non-current liabilities with the exception of tax payables.Revenue and expenses are allocated to the reportable segments wi

36、th reference to revenue generated by those segments and the expenses incurred by those segments or which otherwise arise from the depreciation and amortisation of assets attributable to those segments.The accounting policies of the operating segments are the same as the Groups material accounting po

37、licy information.Segment profit/(loss)represents the profit earned and loss incurred by each segment without allocation of other income and income tax credit/(expense).9 3.OPERATING SEGMENTS(Continued)Segment revenue,results and capital expenditure for the year ended 31 March 2025 and the segment as

38、sets and liabilities as at 31 March 2025 are as follows:BrokerageUnderwriting and placingMargin financingMoney lendingAsset managementTotalFor the year ended 31 March 2025HK$000 HK$000 HK$000 HK$000 HK$000HK$000Reportable segment revenue from external clients730136,0418521,138138,761Reportable segme

39、nt(loss)profit(527)(18,950)104(197,147)970(215,550)Depreciation of property,plant and equipment18838150376Depreciation of right-of-use assets498100397995Impairment losses on trade receivable,net44754501Impairment losses on loan and interest receivables,net196,732196,732Loss on disposal of property,p

40、lant and equipment1941538Reportable segment assets37,1187,76129,6441531,49476,170Reportable segment liabilities33,4282,09613,15442449,102Segment revenue,results and capital expenditure for the year ended 31 March 2024 and the segment assets and liabilities as at 31 March 2024 were as follows:Brokera

41、geUnderwriting and placingMargin financingMoney lendingAsset managementTotalFor the year ended 31 March 2024HK$000 HK$000 HK$000 HK$000 HK$000HK$000Reportable segment revenue from external clients56770,3492,03321,24168894,878Reportable segment(loss)profit(118)46,190(18,747)(21,624)6886,389Depreciati

42、on of property,plant and equipment13126105262Depreciation of right-of-use assets36172288721Impairment losses on trade receivables,net19,69219,692Impairment losses on loan and interest receivables,net38,12738,127Loss on disposal of loan receivables2,1462,146Reportable segment assets32,27917,96525,829

43、196,897356273,326Reportable segment liabilities12,5231,3477,70736521,942 10 3.OPERATING SEGMENTS(Continued)The totals presented for the Groups operating segments are reconciled to the Groups key financial figures as presented in the consolidated financial statements as follows:20252024HK$000HK$000Re

44、portable segment(loss)/profit(215,550)6,389Other income1,8251,188Fair value loss on financial assets through profit or loss(495)(Loss)/profit before income tax(214,220)7,577Reportable segment assets76,170273,326Deferred tax assets334334Financial assets at fair value through profit or loss7,255Consol

45、idated total assets83,759273,660Reportable segment liabilities49,10221,942Tax payables9,66612,521Consolidated total liabilities58,76834,463All activities of the Group are carried out in Hong Kong and all its revenue for the years ended 31 March 2025 and 31 March 2024 are derived from Hong Kong.Accor

46、dingly,no analysis of geographical information is presented.Information about major customersRevenue from major customers,each of whom amounted to 10%or more of the Groups revenue,is set out below:20252024HK$000HK$000Customer AN/A(note)25,610Customer BN/A(note)13,725Customer CN/A(note)10,310Customer

47、 D33,559N/A(note)Note:The corresponding revenue for the years ended 31 March 2025 or 31 March 2024 did not contribute over 10%of revenue to the Group.Save and except for the above,no other single customer contributed 10%or more to the Groups revenue for the years ended 31 March 2025 and 31 March 202

48、4.11 4.REVENUEThe Groups revenue represents:20252024HK$000HK$000Revenue recognised under HKFRS 9 Interest income from margin financing services8522,033 Interest income from money lending services21,24185223,274Revenue recognised at a point in time under HKFRS 15 Commission income from brokerage serv

49、ices730567 Underwriting and placement income136,04170,349 Income from asset management services1,138688137,90971,604138,76194,8785.OTHER INCOME20252024HK$000HK$000Government grant(Note)5461,092Bank interest income16022Interest income from a director3860Referral fee income898Handling fee income176Sun

50、dry income7141,8251,188Note:Subsidies of approximately HK$546,000 were granted from the Hong Kong Special Administrative Region Governments Grant Scheme for Open-ended Fund Companies and Real Estate Investment Trusts for the year ended 31 March 2025(2024:HK$1,092,000).6.FINANCE COSTS20252024HK$000HK

51、$000Interest expenses on lease liabilities5723Interest expenses on other borrowing89Interest expenses on cash clients and margin clients134Interest expenses on amount due to a director17145123 12 7.(LOSS)/PROFIT BEFORE INCOME TAX20252024HK$000HK$000(Loss)/profit before income tax is arrived at after

52、 charging:Auditors remuneration(Note)570600Depreciation charge(Note):property,plant and equipment376262 right-of-use assets995721Loss on disposal of property,plant and equipment(Note)38Note:These expenses are included in“administrative and other operating expenses”in the consolidated statement of pr

53、ofit or loss and other comprehensive income.8.INCOME TAX(CREDIT)/EXPENSEHong Kong profits tax has been provided at the rate of 16.5%on the estimated assessable profits arising in Hong Kong during both years,except for one subsidiary of the Group which is a qualifying entity under the two-tiered prof

54、its tax rates regime effective from the year of assessment 2018/2019.The first HK$2,000,000 of assessable profits of this subsidiary is taxed at 8.25%and the remaining assessable profits are taxed at 16.5%.20252024HK$000HK$000Current tax Hong Kong Profits Tax Current year(14)4,1859.DIVIDENDSThe dire

55、ctors of the Company do not recommend the payment of any dividend for the years ended 31 March 2025 and 31 March 2024.10.(LOSS)/EARNINGS PER SHAREThe calculation of basic and diluted(loss)/earnings per share for the years ended 31 March 2025 and 31 March 2024 is based on the following data:20252024H

56、K$000HK$000(Loss)/profit attributable to owners of the Company(214,206)3,392Weighted average number of ordinary shares20252024For purpose of basic and diluted(loss)/earnings per share124,416,000124,416,000For the years ended 31 March 2025 and 31 March 2024,the computation of diluted(loss)/earning pe

57、r share does not assume the exercise of the Companys options because the exercise price of the options was higher than the average market price.13 11.OTHER ASSETSThe balances represent statutory and other deposits which are placed with various exchanges and clearing houses at the end of the reportin

58、g period.These balances do not bear interest.12.TRADE RECEIVABLESAt 31 March 2025At 31 March 2024NotesHK$000HK$000Trade receivables arising from the business of margin financing and brokerage services:Cash clients(a),(b)5,0484,540 Margin finance loans(a)46,13946,090 Clearing house(a),(b)108Trade rec

59、eivables arising from the business of underwriting and placement services(c)37512,537Trade receivables arising from the business of asset management services(c)1,494356 Trade receivables,gross53,05663,631Less:provision on trade receivables(50,888)(51,389)Trade receivables,net2,16812,242 Notes:(a)The

60、se balances are required to be settled on the settlement dates of their respective transactions(normally one or two business days after the respective trade dates).The trade receivables from cash clients bear interest at commercial rates(normally at HK$Prime Rate plus a spread),and are secured by cl

61、ients pledged securities,and repayable on demand.No ageing analysis is disclosed,as in the opinion of the directors of the Company,this analysis does not give additional value in view of the nature of business of securities margin financing.As at 31 March 2025,total market value of securities pledge

62、d as collaterals in respect of the margin finance loans were approximately HK$874,000(2024:HK$282,000).The collaterals held can be repledged and can be sold at the Groups discretion to settle any outstanding amounts due from margin clients.The amount of credit facilities granted to them is determine

63、d based on a discount on the market value of securities accepted by the Group.Any excess in the lending ratio will trigger a margin call which the clients have to make good the shortfall.(b)Trade receivables arising from cash clients and clearing house,if any,with the following ageing analysis,prese

64、nted based on the trade date which is the revenue recognition date,as at the end of the reporting period:At 31 March 2025At 31 March 2024HK$000HK$000Current5,0484,648 14 12.TRADE RECEIVABLES(Continued)Notes:(Continued)(c)The following is an aged analysis of trade receivables arising from the busines

65、s of underwriting and placement services and asset management services,net of allowance for credit losses,presented based on the invoice dates:At 31 March 2025At 31 March 2024HK$000HK$000Within three months37511,89213.TRADE PAYABLESAt 31 March 2025At 31 March 2024HK$000HK$000Trade payables arising f

66、rom the business of dealing in securities:Cash clients22,9502,317 Margin clients4,7725,785 Clients deposits14398 Clearing house47628,3418,200Notes:(a)The settlement terms of trade payables arising from the business of dealing in securities are two days after trade date.Trade payables to clients bear

67、 variable interest at commercial rates.(b)Trade payables included payable to clients and other institutions in respect of the trust and segregated bank balances received and held for clients in the course of conducting the regulated activities.However,the Group currently does not have an enforceable

68、 right to offset these payables with the deposits placed.(c)No ageing analysis in respect of trade payables attributable to dealings in securities transactions is disclosed as,in the opinion of the directors of the Company,this analysis does not give additional value in view of the nature of busines

69、s of dealing in securities.15 14.SHARE CAPITALAt 31 March 2025At 31 March 2024NumberHK$NumberHK$Authorised share capitalAt the beginning and end of the year4,000,000,000200,000,0004,000,000,000200,000,000Issued and fully paidAt the beginning and end of the year124,416,0006,220,800124,416,0006,220,80

70、0The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.All ordinary shares rank equally with regard to the Companys residual assets and in all other respects.16 MANAGEMENT DISCUSSION AND ANALYS

71、ISBUSINESS REVIEWThe Group is an integrated financial services provider licensed to(i)conduct Type 1(dealing in securities),Type 4(advising on securities)and Type 9(asset management)regulated activities under the Securities and Futures Ordinance(“SFO”)(Chapter 571 of the laws of Hong Kong)(collectiv

72、ely,the“License Business”)and(ii)money lending business,through its subsidiaries.Over the years,the Group aims to establish an integrated platform for providing a wide range of financial services to its clients.During the year ended 31 March 2025(“FY2024/25”),the principal activities of the Group ma

73、inly include(a)brokerage services and relevant service income;(b)underwriting and placing services;(c)securities,initial public offering(“IPO”)financing services;(d)money lending services;and(e)asset management services.During FY2024/25,Hong Kong navigated a complex and volatile global economic land

74、scape.The year was marked by escalating geopolitical conflicts,including the Russia-Ukraine conflict and the Israeli-Palestinian crisis,which contributed to economic instability worldwide.Although the global economy showed signs of moderate recovery,the growth momentum remained fragile due to persis

75、tently high inflation,tightened monetary policies,and uneven demand across major markets.Hong Kong experienced modest economic growth despite a challenging operating environment,particularly for small and medium-sized enterprises(SMEs).A key pressure point was the sustained high interest rate enviro

76、nment,which influenced borrowing costs and overall business confidence.Additionally,the appreciation of the Hong Kong Dollar closely following the US Dollars movements had implications for trade competitiveness and local consumption patterns.While domestic demand continued to strengthen,inflationary

77、 concerns and global economic uncertainty remained limiting factors.Hong Kongs stock market experienced a notable rebound,marking a turnaround after four consecutive years of decline.The Hang Seng Index rose 17.7%in 2024,signaling renewed investor confidence and improved market sentiment.However,the

78、 recovery was accompanied by substantial volatility,driven by external shocks such as geopolitical risks and fluctuations in global financial markets.While capital inflows increased,investor caution remained high amid concerns over Chinas economic outlook and ongoing global trade disruptions.17 THE

79、UNDERWRITING AND PLACING BUSINESSAs mentioned in the 2023/24 Consolidated Financial Statements,the Group highlighted its ongoing efforts to diversify services and strengthen revenue streams amid a challenging industry environment.A key initiative has been the placement of offshore urban investment b

80、onds(the“Urban Investment Bonds”),which are debt instruments issued by local Chinese government financing vehicles(the“LGFVs”)in offshore listed bond and interbank markets.The LGFVs,as separate legal entities established by local governments and their affiliates,facilitate funding for public welfare

81、 projects or infrastructure development.In FY2024/25,the Group has expanded its equity placement services to incorporate the Urban Investment Bonds placements,further enhancing its market position and financial strategy.In equity placement services,the Group successfully completed three(3)transactio

82、ns,contributing approximately HK$1.6 million to the Groups total revenue.Meanwhile,the placement of Urban Investment Bonds,the Group executed fifty-eight(58)bond issuances,generating a substantial HK$134 million to the Groups total revenue.THE BROKERAGE BUSINESSIn FY2024/25,the Group continued to of

83、fer securities dealing and brokerage services,enabling clients to trade securities listed on the Main Board and GEM of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”).As of 31 March 2025,the Group maintained 617 active securities trading accounts,with the total trading volume from clien

84、t orders reaching approximately HK$373 million.These figures highlight the Groups ongoing commitment to providing comprehensive trading services and maintaining a strong presence in the securities market.18 THE ASSET MANAGEMENT BUSINESSIn addition to its brokerage business,underwriting and placing b

85、usiness,the Group remains committed to expanding its asset management business.Currently,the Group has signed agreements to provide investment advisory and custodian services for five funds one registered in Hong Kong and four in the Cayman Islands.Fee income is primarily derived from management fee

86、s,which are based on assets under management(AUM),and performance fees,which are tied to fund returns.The AUM for each fund is as follows:FundsDate of investment agreementAUM as at 31 March 2025(i)Orient Global Master SPC(a segregated portfolio company under the Companies Act(Revised)of the Cayman I

87、slands)28 February 2024 Approximately HK$56.01 million(ii)Orient Global Master OFC(an open-ended fund company with variable share capital and segregated liabilities between sub-funds,incorporated in Hong Kong)11 June 2024Approximately HK$113.84 million(iii)Times Capital Global Master Fund SPC(an exe

88、mpted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands)14 August 2023HK$0(iv)Flourish Growth Fund(an exempted company incorporate with limited liability under the laws of the Cayman Islands and structured as an open-end

89、ed investment fund)21 July 2023Approximately HK$352.1 million(v)YH Fund SPC(an open-ended segregated portfolio company with limited liability under the laws of the Cayman Islands)9 February 2023Approximately HK$21.69 millionAs of the date of this announcement,Times Capital Global Master Fund SPC has

90、 yet to be launched,therefore,no management fee was charged during FY2024/25.THE MONEY LENDING BUSINESSThe Group operates its money lending business through its wholly-owned subsidiary,Orient Securities Finance Limited(“OSFL”),which is a licensed money lender under the Money Lenders Ordinance(Chapte

91、r 163 of the Laws of Hong Kong).19 The business modelUnder its existing business model,OSFL provides loan financing to private companies and/or individuals primarily secured by collateral or securities.These assets mainly consist of real estate properties located in Hong Kong or the Peoples Republic

92、 of China(“PRC”).In addition,OSFL also offers unsecured personal loans that are not secured by any asset or properties.As at 31 March 2025,OSFL served 41 individual customers,including 33 property mortgage loan customers and 8 term loan customers.All of the Groups customers are introduced to the dir

93、ectors of OSFL through business or personal networks,or are referred by existing or former customers.While there is no specific target loan size,each application is assessed on its own merits.The Group primarily finances its money lending business by internal resources.The internal control procedure

94、s in placeThe internal control procedures of OSFL could be simply classified into(i)assessment and approval;and(ii)monitoring and recovery.Assessment and approvalBefore entering into of a loan agreement,the Group conducts a comprehensive credit assessment of applicants for its money lending services

95、.The evaluation primarily focuses on the collateral and security(if applicable)provided,as well as the applicants background.For secured loans,the loan amount offered depends on the type of property pledged as collateral whether residential,commercial or other taking into account the propertys appra

96、ised value and any existing securities.In most cases,the Group grants secured loans with a loan-to-value ratio of no more than 60%of the value in the valuation report of the property.Before the drawdown of a secured loan,OSFL is required to report the loan amount and terms to the State Administratio

97、n of Foreign Exchange(“SAFE”)of the PRC and obtain the necessary approval.For unsecured loans,the Group conducts annual reviews of outstanding loans.If a material deterioration in the borrowers financial position is identified,the Group may require repayment after reporting to management,which overs

98、ees risk levels.Collateral is assessed based on various factors,including liquidity,market value volatility,and asset type.In addition to collateral valuation,the Groups credit assessment department considers the clients occupation,reputation,investment purpose,securities concentration,asset proof,a

99、nd credit history to determine repayment ability.If sufficient information is unavailable,the Group may conduct credit searches through external agencies to obtain background and credit history details.20 The loan approval process begins with the completion of an account opening form for new custome

100、rs and know-your-customer(KYC)assessment.The finance department then verifies the obtained information(including identity,business background,and collateral details)by cross-checking supporting documents such as identity documents,address proof,securities statements,public search records,and financi

101、al statements(for corporate borrowers).Following this verification,a credit assessment form is initiated for further processing.Final loan approval is the responsibility of the board of directors of OSFL.The loan extension approval process includes:(i)the borrower must sign an irrevocable undertakin

102、g in favour of OSFL,agreeing to cooperate in completing any required rectification procedures;(ii)the collaterals value is appraised,and its condition is assessed to ensure it is ready for disposal;(iii)during the extension period,the borrower is required to repay the outstanding interest,with the l

103、oan remaining repayable on demand;and(iv)OSFL reserves the right to pursue legal action against the borrower in the event of default.The board of directors of OSFL is responsible for approving the loan extension.The accounting and finance department maintains detailed record of customer loans and th

104、e repayment schedules.The accounts team collaborates with the credit administration team to monitor repayments,issuing reminders and alerts for overdue instalments when necessary and as the loan approaches expiry.Monitoring and loan recoveryDuring the monitoring stage,the Groups credit risk manageme

105、nt department reviews the repayment status of each loan on a monthly basis and reports its finding to those charged with governance.The board of directors of OSFL convenes meeting monthly to assess customer loan statuses,determine necessary actions,and provide input for loan classification when eval

106、uating impairment losses on loan receivables for financial reporting purposes.The board of directors of OSFL also submits monthly reports to the Board on the latest loan receivables status.Based on these reports,the Board issues necessary instructions to enhance the efficiency of implementing requir

107、ed actions.The recovery process for delinquent loans includes a thorough examination and evaluation of the loan status,discussions with the customer,and internal deliberations to formulate an appropriate action plan.The recovery strategy encompasses a variety of measures,including revising repayment

108、 terms,adding additional collateral or guarantees,executing settlement agreements,foreclosing on collateral or enforcing guarantees and initiating legal proceedings.These steps enable the Group to effectively manage loan recovery and mitigate credit risk.The Group aims to maintain a strong balance b

109、etween business operations and risk management by adhering to its credit policies,ensuring the quality of its loan portfolio is effectively controlled.21 Major terms of the loans grantedAs at 31 March 2025,the Groups loan portfolio comprised 42 outstanding loan accounts,with principal amounts rangin

110、g from approximately HK$38,000 to HK$14,000,000.Loan terms vary between 12 months and 60 months.As of FY2024/25,approximately 91.7%of the total outstanding loans were secured by collateral,with annual interest rates ranging from 8%to 14.5%.The remaining 8.3%consisted of unsecured loans,with annual i

111、nterest rates between 10%and 24%.During FY2024/25,overall management oversight was provided by Ms.Lee Nga Ching,the director of OSFL and former execute director of the Company(the“Director”).With over ten years of industry experience,she is primarily responsible for,among others,supervising and moni

112、toring daily money lending activities,reviewing and implementing internal procedures,and managing recoverability of all outstanding debts.The impairment assessment and recognition for the year ended 31 March 2025The Group,based on the applicable accounting standards,applies the general approach,whic

113、h is generally referred to as the“three-stage”model under the Hong Kong Financial Reporting Standards 9“Financial Instrument”,in with the expected credit losses(“ECL”)of the loan and interest receivables are determined based on(i)the changes in credit quality of the loan and interest receivables sin

114、ce initial recognition;and(ii)the estimated expectation of an economic loss of the loan and interest receivables under consideration.Under the general approach,there are two measurement bases for allowance of ECL:(a)12-month ECL,which are the ECL that result from default events that are possible wit

115、hin 12 months after the reporting date and are calculated as the allowance for ECL on a loan receivable weighted by the probability of default accumulated over the 12 months after the reporting date;(b)lifetime ECL,which are the ECL that result from all possible default events over the expected life

116、 of a loan receivable and are calculated as the allowance for ECL on a loan receivable weighted by the probability of default accumulated over the entire life of the loan receivable.The allowance for ECL on loan and interest receivables are derived from gross credit exposure,recovery rate and probab

117、ility of default.The Group uses the following ECL formula to calculate the allowance for ECL on its loan and interest receivables:Discount factor x probability of default x loss given default x exposure at default 22 For ECL assessment,the Groups loan and interest receivables are classified as follo

118、ws:(i)Stage 1(Performing)includes loan receivables that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date.For these loan receivables,12-month ECL are recognised.(ii)Stage 2(Underperforming)includes loan receivables that ha

119、ve had a significant increase in credit risk since initial recognition(unless they have low credit risk at the reporting date)but that do not have objective evidence of impairment.For these loan receivables,lifetime ECL are recognised.(iii)Stage 3(Non-performing)includes loan receivables that have o

120、bjective evidence of impairment and are considered as credit-impaired financial assets at the reporting date.For these loan receivables,lifetime ECL are recognised.As at 31 March 2025,an aggregate amount of impairment for the ECL of approximately HK$196,732,000 was recognised in stage 3 for the year

121、 ended 31 March 2025.The Group engaged Win Bailey Valuation and Advisory Limited(“Win Bailey”),as the independent professional valuer to carry out an assessment of the ECL.To the best of the knowledge,information and belief of the Directors having made all reasonable enquiry,Win Bailey and its ultim

122、ate beneficial owners are independent third parties and not connected with the Company and its connected persons(as defined in the GEM Listing Rules).Events leading to the impairmentThe Group had engaged Beijing Jincheng Tongda&Neal(Guangzhou)Law Firm*(北京金誠同達(廣州)律師事務所)(“Beijing Jincheng”)to review k

123、ey areas related to the enforcement process for the Groups loan recovery efforts in the PRC.This review assessed the success rate,associated costs,and the timeframe required to liquidate borrowers collateral.Based on the legal advisors recommendations,the board of Directors(the“Board”)acknowledges t

124、hat liquidating collateral in the PRC may be lengthy and is likely to encounter legal and practical challenges.Additionally,pursuing cross-border security registration based on that agreement may also be difficult if a loan agreement has expired without renewal.There is no guarantee that the Group w

125、ill be able to realise the value of the collateral promptly.Given the above factors,the Board has conducted thorough due diligence and appointed Win Bailey to reassess the ECL of the Groups outstanding loans and interest receivables(the“Loan Portfolio”).*For identification purpose only 23 Win Bailey

126、 had considered the legal opinion obtained by the Board,and considered that the enforcement application for assets and liquidating or realising the value of such assets may be time consuming or ultimately unsuccessful.Based on this,Win Bailey was of the view that the Group is at substantial risk of

127、losing entire outstanding amount of such loans.Therefore,a full loss ratio of 100%were applied by Win Bailey after considering the external credit rating,repayment history,past due and default status of the debtors,as well as the progress of legal actions taken by the Company for the recovery of the

128、 loan and interest receivables.After considering legal opinions and practical feasibility,the valuation basis adopted,value inputs used and the key assumptions applied by Win Bailey,the Board has determined that a full impairment of the carrying amount of the Loan Portfolio is necessary.This decisio

129、n not only enhances financial transparency but also helps mitigate potential financial risks,ensuring that the financial statements more accurately reflect the companys actual financial position.From a financial management perspective,this decision demonstrates the companys proactive approach to ris

130、k control in response to uncertainties related to loan recovery.It may also impact the companys capital structure and profitability,making the financial statements more realistic and providing a more reliable foundation for future business decisions.Set out below is the table showing details of cust

131、omers where material recognition on ECL allowances were noted during the year ended 31 March 2025.CategoryNo.of loansNo.of customersRelationshipwith theCompanyand itsconnectedpersonsInterest rateMaturityperiodLoan andinterestreceivables(beforeaccumulatedECL allowance)as at 31 March2025AccumulatedECL

132、 allowanceas at 1 April2024ECL reversalon loan andinterestreceivables forthe yearRecognition ofECL allowancefor the yearended31 March2025AccumulatedECL allowanceas at 31 March2025Type ofguarantee/securityHK$millionHK$millionHK$millionHK$millionHK$millionSecuredloans3433Independent third partiesRangi

133、ng from 8%to 14.5%per annum0 to 16 months346.4170.6175.8346.4Secured by collateral which are mainly real estate assets located in the PRCUnsecuredloans88Independent third partiesRanging from 10%to 24%per annum0 to 18months31.410.520.931.4Personal guarantee Total4241377.8181.1196.7377.8 24 Maturity p

134、rofile of loan receivablesThe following table sets forth the distribution of the remaining maturity as at 31 March 2025:As at 31 March20252024Net amount%Net amount%HK$000HK$000Within one year182,833931 year to 5 years13,8997196,732100To proactively manage business risk exposure,the Directors have de

135、cided to scale down the Money Lending Business.Going forward,the Group will concentrate its money lending activities exclusively on loans secured by Hong Kong real estate,ensuring a more controlled and risk-mitigated approach to capital deployment.However,given the prevailing high interest rates and

136、 elevated borrowing costs during FY2024/25,the Group has exercised caution and has not approved any new loan applications since 2023.This prudent stance reflects a strategic effort to safeguard financial stability while maintaining a disciplined risk management framework.OUTLOOKLooking ahead to 2025

137、,global market sentiment remains shaped by the uncertainty surrounding trade policies,geopolitical shifts,and economic performance,particularly in relation to the new U.S.administration and Chinas economic trajectory.These factors will be crucial in influencing market liquidity,investment strategies

138、,and listing activities.Despite ongoing macroeconomic and geopolitical uncertainties,the management remains cautiously optimistic about market prospects for 2025.This confidence is underpinned by strong trading activity in the Hong Kong stock market,where the daily average turnover has exceeded 200

139、billion Hong Kong dollars since the beginning of the year.This robust liquidity suggests sustained investor participation and market resilience.Furthermore,the Hang Seng Index climbed above 24,500 a milestone not reached since February 2022.This rally indicates renewed investor confidence and could

140、signal a shift in sentiment,driven by improving corporate earnings,policy support,or broader market optimism.If such momentum continues,it may provide favorable conditions for capital raising activities,investment inflows,and heightened trading dynamics.25 The Group remains committed to building a c

141、omprehensive financial services platform that caters to a diverse range of client needs.Its offerings span brokerage,underwriting,placing,securities and IPO financing,money lending,and asset management,forming a well-integrated suite of solutions designed to enhance market accessibility and financia

142、l efficiency.Beyond the development of its License Business,the Group is actively exploring new avenues for expansion and diversification.A key strategic focus is the growth of its corporate finance advisory segment through acquisitions,with an emphasis on Type 6(advising on corporate finance)licens

143、ed corporations under the SFO.By targeting firms with strong client networks and a pipeline of active deals,the Group aims to extend its advisory capabilities,positioning itself as a one-stop financial partner for its clients and reinforcing long-term relationships.The Board remains confident that b

144、roadening the scope of professional services will drive market share growth,enabling the Group to meet the evolving needs of high-net-worth individuals and corporate clients.By delivering a full spectrum of advisory,brokerage,corporate finance,investment,and financing services within a unified platf

145、orm,the Group is poised to enhance its competitive edge and strengthen its industry presence.Looking ahead,the Group will maintain its focus on existing business operations while strategically capturing emerging market opportunities.This forward-looking approach reflects its commitment to creating s

146、ustained value for shareholders and fostering long-term growth.FINANCIAL REVIEWFor the financial year ended 31 March 2025(the“FY2024/25”or the“Year”),the Groups principal business remained to act as an integrated financial service provider licensed to(i)conduct Type 1(dealing in securities)regulated

147、 activity under the SFO;(ii)conduct Type 9(asset management)regulated activity under the SFO;and(iii)money lending business,through its subsidiaries.RevenueOver the years,the Group has remained committed to building a comprehensive financial services platform designed to meet the diverse needs of it

148、s clients.By integrating a broad spectrum of financial services,the Group aims to provide tailored solutions that enhance accessibility and efficiency.During the Year,the Group has conducted its operations primarily through its key subsidiaries,Orient Securities Limited(“OSL”)and OSFL.Its revenue st

149、reams are mainly derived from(a)brokerage services and relevant service income;(b)underwriting and placing services;(c)asset management services;and(d)money lending services.26 Set out below is the breakdown of the Groups total revenue for the year ended 31 March 2025:For theyear ended31 March2025Fo

150、r thefifteen monthsended 31 March2024HK$000HK$000Revenue recognised under HKFRS 9 Interest income from margin financing services8522,033 Interest income from money lending services21,241Revenue recognised at a point in time under HKFRS 15 Commission income from brokerage services730567 Underwriting

151、and placement income136,04170,349 Service income1,138688Total138,76194,878The Group experienced revenue growth,rising from approximately HK$94,878,000 for the year ended 31 March 2024 to approximately HK$138,761,000 for the year ended 31 March 2025,representing an increase of approximately 46.25%.Th

152、is expansion was primarily driven by the introduction of a new business stream focusing on placement services for Urban Investment Bonds.These projects contributed approximately HK$134 million to the Groups revenue for FY2024/25.(i)Brokerage and related financial servicesDuring the Year,Hong Kongs e

153、conomy showed modest growth despite persistent challenges in the operating environment.The stock market demonstrated a significant rebound,reversing four consecutive years of decline.The Hang Seng Index rose by 17.7%in 2024,reflecting renewed investor confidence and improved market sentiment.However

154、,this recovery was marked by heightened volatility,largely influenced by external disruptions such as geopolitical risks and global financial market fluctuations.Against this backdrop,the Groups securities brokerage income,which accounted for approximately 0.53%of total revenue,experienced a slight

155、increase to approximately HK$730,000(For the year ended 31 March 2024:approximately HK$567,000).As at 31 March 2025,the Group had 617 active securities accounts as reported pursuant to SFO(31 March 2024:595 active securities accounts).27(ii)Underwriting and placing servicesFor the Year,the Group rec

156、orded placing commission income of approximately HK$136,041,000(For the year ended 31 March 2024:approximately HK$70,349,000),which represented a notable increase of approximately HK$65,692,000 or 93.38%compared with the year ended 31 March 2024.The primary driver of this revenue surge was the intro

157、duction of a new business stream offering placement services for Urban Investment Bonds.These projects contributed approximately HK$134 million to the Groups revenue for FY2024/25,demonstrating strong demand and effective market positioning in this sector.Despite being one of the pioneers in placeme

158、nt services for the Urban Investment Bonds,the Group enjoyed higher gross profit at the end of 2023 and in the first quarter of 2024.However,as more participants entered the market,competition intensified,inevitably leading to a decline in gross profit in the latter half of 2024.In light of the subd

159、ued market conditions,the Group has remained committed to its prudent business approach and rigorous risk management framework.As a result,no underwriting services were offered during the Year.This strategic decision reflects the Groups cautious stance in response to market volatility,ensuring finan

160、cial stability while maintaining a disciplined allocation of resources.(iii)Asset management servicesDuring the Year,the Group continues to retain its investment advisory services for two funds:(i)Orient Global Master SPC,a segregated portfolio company established under the Companies Act(Revised)of

161、the Cayman Islands,and(ii)Orient Global Master OFC,an open-ended fund company with variable share capital and segregated liabilities between sub-funds,incorporated in Hong Kong.As of 31 March 2025,the assets under management(AUM)for each of the funds are approximately HK$56 million and HK$114 millio

162、n,respectively.During the Year,the Group recognised an asset management fee of approximately HK$1,138,000(For the year ended 31 March 2024:approximately HK$688,000).(iv)Money lending businessThe money lending business is conducted by the Groups wholly-owned subsidiary,OSFL,which is a licensed money

163、lender under the Money Lenders Ordinance(Chapter 163 of the laws of Hong Kong).28 As disclosed in the annual report of the Group for the year ended 31 March 2024,the Directors have decided to scale down the money lending business.Going forward,the Group will concentrate its money lending activities

164、exclusively on loans secured by Hong Kong real estate,ensuring a more controlled and risk-mitigated approach to capital deployment.However,given the prevailing high interest rates and elevated borrowing costs during FY2024/25,the Group has exercised caution and has not approved any new loan applicat

165、ions since 2023.This prudent stance reflects a strategic effort to safeguard financial stability while maintaining a disciplined risk management framework.For the Year,there was no interest income from money lending services because the remaining loan and interest receivables are fully impaired(For

166、the year ended 31 March 2024:approximately HK$21,241,000).Employee costsFor the year,the Groups total employee costs amounted to approximately HK$6.8 million(For the year ended 31 March 2024:approximately HK$5.9 million)which represented an increase of approximately 15.48%compared with the year ende

167、d 31 March 2024.The rise was mainly due to the expansion of staff to support the development of the Urban Investment Bonds business.For the yearended31 March2025For thefifteen monthsended31 March2024HK$000HK$000Commission paid to staff12762Directors emoluments and staff salaries,bonus and allowances

168、6,3415,601Other staff costs including MPF and insurance3372306,8055,893Administrative and other operating expensesFor the Year,the Groups total administrative and other operating expenses amounted to approximately HK$15.0 million(For the year ended 31 March 2024:approximately HK$14.1 million)which r

169、epresented a slight increase of approximately 6.38%compared with the year ended 31 March 2024.29 Marketing and business development expensesFor the Year,the Groups marketing and business development expenses amounted to approximately HK$134.8 million(For the year ended 31 March 2024:approximately HK

170、$8.5 million)which represented an increase of approximately 16 times.Such substantial increase was mainly driven by the Groups intensified initiatives to develop the new business stream,particularly the placement services for Urban Investment Bonds.Impairment for trade receivables,netThere was a rec

171、ognition of net impairment losses for trade receivables of approximately HK$0.5 million for the Year(For the year ended 31 March 2024:approximately HK$19.7 million),which was mainly due to(i)the assessment of the ECL carry out by Win Bailey,the independent professional valuer,for the trade receivabl

172、es of cash and margin clients.Income tax expensesFor the Year,the Groups income tax credit amounted to approximately HK$14,000(For the year ended 31 March 2024:approximately expenses of HK$4.2 million).Such decrease was mainly due to the reduction in assessable profits of a subsidiary under Hong Kon

173、g profits tax regulations.Loss for the yearThe Group recorded a net loss attributable to owners of the Company of approximately HK$214.2 million for the Year(For the year ended 31 March 2024:approximately profit of HK$3.4 million).This shift from profitability to loss was primarily attributable to t

174、he recognition of an impairment for loan and interest receivables of approximately HK$196.7 million.LIQUIDITY,FINANCIAL RESOURCESAs at 31 March 2025,the Group had current assets of approximately HK$72,730,000(31 March 2024:approximately HK$258,539,000)including bank balances and cash of approximatel

175、y HK$29,800,000(31 March 2024:approximately HK$41,654,000).Total assets and total liabilities were approximately HK$83,759,000(31 March 2024:approximately HK$273,660,000)and HK$58,768,000(31 March 2024:approximately HK$34,463,000)respectively as at 31 March 2025.The current ratio,being the ratio of

176、current assets to current liabilities,was approximately 1.2 times as at 31 March 2025(2024:approximately 7.5 times).The gearing ratio,which is calculated by dividing total interest-bearing debt(that is,other borrowing)by total equity,was 8.4%as at 31 March 2025(2024:Nil).30 The Directors are of the

177、view that the Groups financial resources are sufficient to support its business and operations.CAPITAL STRUCTUREThe capital of the Company comprises only ordinary shares.As at 31 March 2025,total equity attributable to owners of the Company amounted to approximately HK$25 million(2024:approximately

178、HK$239.2 million).EMPLOYEE INFORMATIONTotal employee costs for the Year was approximately HK$6.8 million(For the year ended 31 March 2024:approximately HK$5.9 million).The Groups remuneration policies are designed to align with individual performance,qualifications,and experience while taking prevai

179、ling market conditions into account.Compensation packages consist of monthly fixed salaries,complemented by discretionary year-end bonuses that awarded based on individual performance.These bonuses serve as recognition and a reward for employees contributions,reinforcing a culture of merit-based inc

180、entives and professional growth.CHARGES ON THE GROUPS ASSETSThe Group did not have any charge arranged with any financial institution in Hong Kong as at 31 March 2025(2024:Nil).TREASURY POLICYThe Group has adopted a prudent financial management approach towards its treasury policies and has maintain

181、ed a healthy liquidity position throughout the Year.To manage liquidity risks,the Board closely monitors the Groups liquidity position to ensure that the liquidity structure of the Groups assets,liabilities and commitments can meet its funding requirements as needed.FOREIGN EXCHANGE EXPOSUREThe reve

182、nue and business costs of the Group are primarily denominated in Hong Kong dollars(“HKD”)and Renminbi(“RMB”),with most monetary assets and liabilities also held in HKD and RMB.The Groups financial statements are prepared in HKD,ensuring consistency in financial reporting.Given that RMB is not freely

183、 convertible,fluctuations in the exchange rate between HKD and RMB may impact the Groups financial results.While foreign currency exposure does not currently pose a significant risk,the Group has opted not to implement hedging measures against such exchange risks.However,proactive monitoring remains

184、 a key priority,allowing the Group to assess potential impacts and take necessary precautions to mitigate currency-related uncertainties.31 CAPITAL COMMITMENTSave as disclosed in this announcement,as at 31 March 2025,the Group did not have any significant capital commitments(2024:Nil).DIVIDENDThe Di

185、rectors do not recommend the payment of a final dividend for the year ended 31 March 2025(2024:Nil).MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURESSave as disclosed in this announcement,the Group had no material acquisitions or disposals of subsidiaries,associates a

186、nd joint ventures during the year ended 31 March 2025.FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSSave as disclosed in this announcement,as at 31 March 2025,the Group did not have a plan for material investments or capital assets.CONTINGENT LIABILITIESOn 22 September 2022,OSL,a wholly-own

187、ed subsidiary of the Company,as a defendant received a writ of summons(the“Writ A”)issued in the Court of First Instance of the High Court of the Hong Kong Special Administrative Region by a solicitor acting for Ms.Dong Yun as a plaintiff(the“Plaintiff A”)against OSL.As stated in the statement of cl

188、aim attached to the Writ A,Plaintiff A,who was a client of OSL,claim(the“Claim A”)against,OSL,for(i)damages for unlawful means conspiracy;(ii)interest;(iii)costs;and(iv)further and/other relief in connection with a series of alleged unlawful acts carried out by OSL with other defendants as stated in

189、 the Writ A.After seeking professional advice from the legal advisor engaged by the Company(the“Legal Advisor”),and to the best of the Directors knowledge,information and belief,having made all reasonable enquiries,the Board believes that the Claim A for conspiracy and/or fraud against OSL is weak t

190、o the extreme and could hardly stand up to an argument for overcoming the hurdle of time barred.By reason of the facts and analysis conducted by the Legal Advisor,the Board is of the view that the Claim A will not have any material impact on the Groups financial position.A mediation was held on 9 Ma

191、y 2024 and the parties are unable to resolve the dispute.Claim A is under the Courts direction for trial since then.However,we were informed by the representing solicitors that they have applied to cease to act for Plaintiff A and was approved by the Court on 24 March 2025.The Company is pending for

192、 further negotiation with the Plaintiff A on the settlement.Further announcement(s)will be made to update on the progress of Claim A and when appropriate.32 On 6 July 2023,OSL as a defendant received a writ of summons(the“Writ B”)issued in the Court of First Instance of the High Court of the Hong Ko

193、ng Special Administrative Region by a solicitor acting for Ms.Tian Juan as a plaintiff(the“Plaintiff B”)against the OSL.As stated in the statement of claim attached to the Writ B,Plaintiff B,who was a client of OSL,claim(the“Claim B”)against,OSL,for(i)restitution of the sum of HK$10 million;(ii)dama

194、ges for fraudulent misrepresentation and deceit;(iii)pay over any assets held on trust for Plaintiff B;(iv)damages for negligence;and(v)damages for breach of the cash client agreement with Plaintiff B.After seeking professional advice from the Legal Advisor,and to the Directors knowledge,information

195、 and belief,having made all reasonable enquiries,the Board believes that Claim B against OSL is weak.By reason of the facts and analysis conducted by the Legal Advisor,the Board is of the view that the Claim B will not have any material impact on the Groups financial position.According to a Courts o

196、rder dated 7 November 2024,received by the Company regarding Claim B,Plaintiff B,the Company and the other defendants are to attempt to make arrangement to resolve the dispute by mean of mediation.As of the date of this annual report,the date of mediation has not been fixed between the parties.Furth

197、er announcement(s)will be made to update on the progress of Claim B as and when appropriate.EVENT AFTER THE REPORTING PERIODSave as otherwise disclosed in this announcement and up to the date of results announcement,there was no significant event relevant to the business or financial performance of

198、the Group that come to the attention of the Directors after the year ended 31 March 2025.PURCHASE,SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANYDuring the year ended 31 March 2025,neither the Company nor any of its subsidiaries had purchased,sold or redeemed any of the Companys listed securi

199、ties.CORPORATE GOVERNANCE PRACTICESThe Group is dedicated to maintaining the highest standards of corporate governance.The Directors firmly believes that strong and effective corporate governance practices are fundamental to the Groups sustainable growth and the protection of the interests of shareh

200、olders of the Company(the“Shareholders”),as well as the safeguarding of the Groups assets.33 The Companys corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code(the“CG Code”)in Appendix C1 of the GEM Listing Rules.Throughout the yea

201、r ended 31 March 2025 and up to the date of this announcement,to the best knowledge of the Board,the Company has complied with all the applicable code provisions set out in the CG Code,save for the deviation from code provision C.1.6 and C.2.1 as explained below.Pursuant to C.1.6 of CG Code,the inde

202、pendent non-executive Directors,as equal board members,should attend general meetings to gain and develop a balanced understanding of the views of Shareholders.Due to other unavoidable engagements,one independent non-executive Director was unable to attend extraordinary general meeting of the Compan

203、y held on 20 September 2024.Pursuant to C.2.1 of the CG Code,the roles of chairman of the Board(the“Chairman”)and CEO should be separate and should not be performed by the same individual.The division of responsibilities between the Chairman and CEO should be clearly established and set out in writi

204、ng.The Company currently has no Chairman or CEO.The daily operation and management of the Company is monitored by the executive Directors as well as the senior management of the Company(the“Senior Management”).The Board is of the view that although there is no Chairman or CEO,the balance of power an

205、d authority is ensured by the operation of the Board,which comprises experienced individuals who would meet from time to time to discuss issues affecting operation of the Company and the Group.This arrangement can still enable the Company to make and implement decisions promptly,and thus achieve the

206、 Companys objectives efficiently and effectively in response to the changing environment.The Company will arrange for the election of a new Chairman at the appropriate time.NON-COMPLIANCE WITH RULES 5.05(1)AND 5.28 OF THE GEM LISTING RULES AND TERMS OF REFERENCE OF COMMITTEESOn 25 June 2024,Ms.Chan

207、Man Yi(“Ms.Chan”)has tendered her resignation as an independent non-executive Director due to her commitments to other business engagements,which requires greater allocation of her time and dedication.Following the resignation of Ms.Chan and thereby:(i)the number of independent non-executive Directo

208、rs fell below the minimum number as required under Rule 5.05(1)of the Rules Governing the Listing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”);(ii)the number of members of the audit committee of the Board(the“Audit Committee”)fell below the minimum number as required under Rule

209、 5.28 of the GEM Listing Rules;and 34(iii)the number of members of each of the Audit Committee,the nomination committee of the Board(the“Nomination Committee”)and the remuneration committee of the Board(the“Remuneration Committee”)fell below the minimum number as required under the respective terms

210、of reference of the Audit Committee,Nomination Committee and Remuneration Committee.On 28 August 2024,Ms.Wang Xiaoyue(“Ms.Wang”)has been appointed as an independent non-executive Director,a member of each of the Audit Committee,the Remuneration Committee and the Nomination Committee(the“Appointment

211、of Ms.Wang”).Following the Appointment of Ms.Wang,there were three independent non-executive Directors on the Board,and the number of independent non-executive Directors has met the minimum number as required under Rule 5.05(1)and 5.28 of the GEM Listing Rules and respective terms of reference of th

212、e Nomination Committee,the Remuneration Committee and the Audit Committee.DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules(the“Required Standard of Dealings”),as the code of conduct regarding Directors s

213、ecurities transactions in securities of the Company.Having made specific enquiries of all Directors,each of the Directors has confirmed that he/she has complied with the Required Standard of Dealings throughout the year ended 31 March 2025.No incident of non-compliance was noted by the Company durin

214、g the Year.DIRECTORS INTEREST IN COMPETING BUSINESSDuring the Year,none of the Directors or their respective associates(as defined under the GEM Listing Rules)had engaged in or had any interest in any business which compete or may compete,directly or indirectly,with the Groups business.ANNUAL GENERA

215、L MEETINGThe annual general meeting of the Shareholders will be held after the despatch of the annual report.The notice of annual general meeting will be published and despatched to the Shareholders in due course.AUDIT COMMITTEEThe Audit Committee has been established with written terms of reference

216、 in compliance with Rules 5.28 and 5.29 of the GEM Listing Rules and code provision D.3.3 of the CG Code.The Audit Committee currently comprises three independent non-executive Directors and is chaired by Mr.Chan Chi Fai David.The other member are Ms.Wang Xiaoyue and Ms.Kwan Wai Ling.The annual resu

217、lts of the Group for the Year have been reviewed by the Audit Committee.35 SCOPE OF WORK OF CL PARTNERS CPA LIMITEDThe figures in respect of the Groups consolidated statement of financial position,consolidated statement of profit or loss and other comprehensive income and the related notes thereto f

218、or the year ended 31 March 2025 as set out in this announcement have been agreed by the Companys Independent Auditor,CL Partners CPA Limited,to the amounts set out in the Groups consolidated financial statements for the year ended 31 March 2025.The work performed by CL Partners CPA Limited in this r

219、espect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing,Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagement issued by the HKICPA and consequently no assurance has been expressed by CL Partners CPA Limited in this annou

220、ncement.PUBLICATION OF FINAL RESULTS AND DESPATCH OF ANNUAL REPORTThis results announcement is published on the websites of the Stock Exchange(www.hkexnews.hk)and the Company(.hk).The annual report of the Company for the year ended 31 March 2025 containing all the information required by the GEM Lis

221、ting Rules will be despatched to the Shareholders and published on the above websites in due course.By order of the BoardOrient Securities International Holdings LimitedShiu Shu MingExecutive DirectorHong Kong,30 June 2025As at the date of this announcement,the Board comprises(i)Mr.Shiu Shu Ming,Mr.

222、Cao Weimin and Mr.Zhang Ke as the executive Directors;and(ii)Mr.Chan Chi Fai David,Ms.Wang Xiaoyue and Ms.Kwan Wai Ling as the independent non-executive Directors.This announcement,for which the Directors collectively and individually accept full responsibility,includes particulars given in complian

223、ce with the Rules Governing the Listing of Securities on GEM for the purpose of giving information with regard to the Company.The Directors,having made all reasonable enquiries,confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and compl

224、ete in all material respects and not misleading or deceptive,and there are no other matters the omission of which would make any statement herein or this announcement misleading.This announcement will remain on the“Latest Listed Company Information”page of the Stock Exchange website at www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the Companys website at .hk.