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Solowin Holdings, Ltd.

Solowin Holdings, Ltd.AXGEarnings & Financial Report

Nasdaq

What changed in Solowin Holdings, Ltd.'s 20-F — 2024 vs 2025

Top changes in Solowin Holdings, Ltd.'s 2025 20-F

651 paragraphs added · 781 removed · 453 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−4 removed0 unchanged
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 42 A.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 39 A.
Removed
History and Development of the Company 42 B. Business Overview 43 C. Organizational Structure 82 D. Property, Plant and Equipment 82 ITEM 4A. UNRESOLVED STAFF COMMENTS 83 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 83 A. Operating Results 83 B. Liquidity and Capital Resources 100 C. Research and Development, Patents and Licenses, Etc. 102 D. Trend Information 102 E.
Added
History and Development of the Company 39 B. Business Overview 41 C. Organizational Structure 77 D. Property, Plant and Equipment 77
Removed
Critical Accounting Estimates. 102 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 107 A. Directors and Senior Management 107 B. Compensation 109 C. Board Practices 110 D. Employees 113 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 115 A. Major Shareholders 115 B. Related Party Transactions 115 C. Interests of Experts and Counsel 116 ITEM 8. FINANCIAL INFORMATION 116 A.
Removed
Consolidated Statements and Other Financial Information 116 B. Significant Changes 117 ITEM 9. THE OFFER AND LISTING 117 A. Offer and Listing Details 117 B. Plan of Distribution 117 C. Markets 117 D. Selling Shareholders 117 E. Dilution 117 F. Expenses of the Issue 118 ITEM 10. ADDITIONAL INFORMATION 118 A. Share Capital 118 B.
Removed
Memorandum and Articles of Association 118 C. Material Contracts 126 D. Exchange Controls 126 E. Taxation 126 F. Dividends and Paying Agents 131 G. Statement by Experts 131 H. Documents on Display 131 I. Subsidiary Information 131 i ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 131

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

209 edited+94 added−137 removed303 unchanged
We operate in a highly-regulated industry and must comply with the applicable regulatory requirements in the jurisdictions we operate. Our major regulators include Cayman Islands Monetary Authority (CIMA) and Securities and Futures Commission of Hong Kong, or HKSFC.
We operate in a highly-regulated industry and must comply with the applicable regulatory requirements in the jurisdictions we operate. Our major regulators include Securities and Futures Commission of Hong Kong, or HKSFC, and Cayman Islands Monetary Authority (CIMA).
If certain of Solomon JFZ’s activities in China were deemed by PRC regulators to be providing securities brokerage services, investment consulting services or stock options brokerage business in China, we would be required to obtain the required licenses or permits from the relevant regulatory bodies, including CSRC.
If certain of Solomon JFZ’s activities in China were deemed by PRC regulators to be providing securities brokerage services, investment consulting services or stock options brokerage business in China, we would be required to obtain the required licenses or permits from the relevant PRC regulatory bodies, including CSRC.
Our assets and liabilities denominated in foreign currencies are translated at year-end rates of exchange, whereas the income statement accounts are translated at average rates of exchange for the year. Any such translation may result in gains or losses, which are recorded under other comprehensive income (loss) in the financial statements.
Our assets and liabilities denominated in foreign currencies are translated at year-end rates of exchange, whereas the income statement accounts are translated at average rates of exchange for the year. Any such translation may result in gains or losses, which are recorded under other comprehensive (loss) income in the financial statements.
As a result, it may be difficult for investors to effect service of process within the U.S. upon us or these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or securities laws of any U.S. state.
As a result, it may be difficult for investors to effect service of process within the U.S. upon us or these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or securities laws of any U.S. state.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior September 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior September 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Risk Factors-Risks Relating to Doing Business in Jurisdictions We Operate-We may become subject to a variety of PRC laws and other obligations regarding cyber security, data protection, overseas offerings and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Shares to significantly decline or be worthless.” Enforceability of Civil Liabilities Cayman Islands Solowin is incorporated under the laws of the Cayman Islands as an exempted company with limited liability.
Risk Factors—Risks Relating to Doing Business in Jurisdictions We Operate—We may become subject to a variety of PRC laws and other obligations regarding cyber security, data protection, overseas offerings and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of the Class A Ordinary Shares to significantly decline or be worthless.” Enforceability of Civil Liabilities Cayman Islands Solowin is incorporated under the laws of the Cayman Islands as an exempted company with limited liability.
We may become subject to a variety of PRC laws and other obligations regarding cyber security, data protection, overseas offerings and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Shares to significantly decline or be worthless.
We may become subject to a variety of PRC laws and other obligations regarding cyber security, data protection, overseas offerings and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of the Class A Ordinary Shares to significantly decline or be worthless.
Because the proper characterization of certain components of our income and assets is less than certain, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of the Ordinary Shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
Because the proper characterization of certain components of our income and assets is less than certain, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of the Class A Ordinary Shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
In addition, as the online brokerage service industry in Hong Kong is at a relatively early stage of development, interpretation and enforcement of the applicable regulatory regime are subject to significant uncertainties, which may result in difficulties in determining whether our existing practices violate any applicable laws and regulations. -9- Compliance with these regulations is complicated, time-consuming and expensive.
In addition, as the online brokerage service industry in Hong Kong is at a relatively early stage of development, interpretation and enforcement of the applicable regulatory regime are subject to significant uncertainties, which may result in difficulties in determining whether our existing practices violate any applicable laws and regulations. Compliance with these regulations is complicated, time-consuming and expensive.
There also remains a risk that we may not be able to rectify our practices to be in compliance with the relevant rules and regulations following the identification of any such misconduct or material non-compliance, which may result in regulators taking additional actions against it. We have not been inspected by HKSFC so far.
There also remains a risk that we may not be able to rectify our practices to be in compliance with the relevant rules and regulations following the identification of any such misconduct or material non-compliance, which may result in regulators taking additional actions against it. We have not been inspected by HKSFC or CIMA so far.
Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. Solowin is a holding company and we conduct our operation primarily through our operating subsidiaries in Hong Kong.
Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. -23- Solowin is a holding company and we conduct our operation primarily through our operating subsidiaries in Hong Kong.
The Chinese government may exercise significant oversight and control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Ordinary Shares to significantly decline or be worthless.
The Chinese government may exercise significant oversight and control over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of the Class A Ordinary Shares to significantly decline or be worthless.
While our auditor is based in the U.S. and is subject to the PCAOB inspection, in the event the PCAOB later determines that it is unable to inspect or investigate completely our auditor, then such lack of inspection could cause Solowin’s securities to be delisted from the U.S. stock exchange. See Item 3 “Key Information-D.
While our auditor is based in the U.S. and is subject to the PCAOB inspection, in the event the PCAOB later determines that it is unable to inspect or investigate completely our auditor, then such lack of inspection could cause Solowin’s securities to be delisted from the U.S. stock exchange. See also Item 3 “Key Information—D.
As a result, there remains uncertainties as to how the current and any future PRC laws and regulations will be interpreted or implemented in the context of operating securities-related business in China. We cannot assure you that our current operating model will not be deemed as operating securities brokerage business in China, subjecting us to further inquiries or rectifications.
As a result, there remains uncertainties as to how the current and any future PRC laws and regulations will be interpreted or implemented in the context of operating securities-related business in China. We cannot assure you that our current operating model will not be deemed as operating securities brokerage business in China, subjecting us to inquiries or rectifications.
Financing may not be available on acceptable terms, or at all, due to market conditions or disruptions in the credit markets. If we experience any significant decrease in our liquidity, our business, financial condition and results of operations could be adversely impacted. We may not succeed in promoting and sustaining our brand.
Financing may not be available on acceptable terms, or at all, due to market conditions or disruptions in the credit markets. If we experience any significant decrease in our liquidity, our business, financial condition and results of operations could be adversely impacted. -18- We may not succeed in promoting and sustaining our brand.
Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition. -19- In addition, our strategy to expand business operation and enter into new markets may subject us to additional risks.
Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition. In addition, our strategy to expand business operation and enter into new markets may subject us to additional risks.
This regulatory requirement may discourage, delay or prevent a change in control of Solomon JFZ, which could deprive our shareholders the opportunity to receive a premium for their shares as part of a future sale and may reduce the price of the Ordinary Shares upon the consummation of a future proposed business combination.
This regulatory requirement may discourage, delay or prevent a change in control of Solomon JFZ, which could deprive our shareholders the opportunity to receive a premium for their shares as part of a future sale and may reduce the price of the Class A Ordinary Shares upon the consummation of a future proposed business combination.
Fluctuations in exchange rates could have a material adverse effect on our results of operations. The functional currency for HK Subsidiaries is Hong Kong dollars. However, the financial statements we provided to you and filed with the SEC are presented in U.S. dollars.
Fluctuations in exchange rates could have a material adverse effect on our results of operations. The functional currency for our subsidiaries is Hong Kong dollars. However, the financial statements we provided to you and filed with the SEC are presented in U.S. dollars.
In addition, our future growth and our results of operations could suffer if we experience difficulties in the future in integrating our services into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile app stores, or if we face increased costs to distribute or have users utilize our services on mobile devices.
Our future growth and our results of operations could suffer if we experience difficulties in the future in integrating our services into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile app stores, or if we face increased costs to distribute or have users utilize our services on mobile devices.
Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes. Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year.
Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes. -37- Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year.
The Companies Act (As Revised) of the Cayman Islands permits, subject to a solvency test and the provisions, if any, of the Company’s amended and restated memorandum and articles of association, the payment of dividends and distributions out of the share premium account. With the exception of the foregoing, there are no statutory provisions relating to the payment of dividends.
The Companies Act (As Revised) of the Cayman Islands permits, subject to a solvency test and the provisions, if any, of the Company’s memorandum and articles of association, as amended, the payment of dividends and distributions out of the share premium account. With the exception of the foregoing, there are no statutory provisions relating to the payment of dividends.
In the fiscal year ended March 31, 2024, our top five customers represented approximately 29%, 26%, 19%, 12% and 6% of the total revenue, respectively, which consisted of one from the securities brokerage segment, three from the investment advisory service segment, and one from the asset management service segment.
In the fiscal year ended March 31, 2024, our top five customers represented approximately 29%, 26%, 19%, 12% and 6% of the total revenue, respectively, which consisted of one from the securities brokerage service, three from the investment advisory service, and one from the asset management service.
As a result, we may fail to develop new business as planned, or we may fall behind our competitors in such businesses. Specifically, we do not hold any licenses or permits from any PRC regulatory bodies for Solomon JFZ’s securities related business.
As a result, we may fail to develop new business as planned, or we may fall behind our competitors in such businesses. -10- Specifically, we do not hold any licenses or permits from any PRC regulatory bodies for Solomon JFZ’s securities related business.
A significant decrease in our liquidity could negatively affect our business and financial management as well as reduce client confidence in us. Maintaining adequate liquidity is crucial to our business operations. We are subject to liquidity and capital adequacy requirements in Hong Kong, China and Cayman Islands.
A significant decrease in our liquidity could negatively affect our business and financial management as well as reduce client confidence in us. Maintaining adequate liquidity is crucial to our business operations. We are subject to liquidity and capital adequacy requirements in Hong Kong and Cayman Islands.
According to PRC regulations, the content provider engaged in disseminating analysis, forecasting, advisory of other information related to security needs to obtain the Securities Investment Consultancy Qualifications. Currently, we do not apply for any PRC license regarding the Solomon VA+ .
According to PRC regulations, the content provider engaged in disseminating analysis, forecasting, and advisory of other information related to security needs to obtain the PRC Securities Investment Consultancy Qualifications. Currently, we do not apply for any PRC license regarding the Solomon VA+ .
In the fiscal year ended March 31, 2023, our top five customers represented approximately 30%, 13%, 13%, 11% and 11% of the total revenue, respectively, which consisted of one from the securities brokerage segment, three from the investment advisory service segment, and one from the corporate consultancy service segment.
In the fiscal year ended March 31, 2023, our top five customers represented approximately 30%, 13%, 13%, 11% and 11% of the total revenue, respectively, which consisted of one from the securities brokerage service, three from the investment advisory service, and one from the corporate consultancy service.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in the Ordinary Shares.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in the Class A Ordinary Shares.
In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC such that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations, significantly limit or completely hinder our ability to offer the Ordinary Shares to investors, and cause the value of such shares to significantly decline or become worthless.
In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC such that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations, significantly limit or completely hinder our ability to offer the Class A Ordinary Shares to investors, and cause the value of such shares to significantly decline or become worthless.
In addition, if any HK Subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends. See Item 3 “Key Information-D.
In addition, if any HK Subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends. See also Item 3 “Key Information—D.
Even if we are able to provide high-quality and satisfactory services on Solomon JFZ’s platform in a timely manner and at favorable pricing terms, we cannot assure you that we will be able to retain existing clients, encourage repeat and increase trading transactions, in part due to reasons beyond our control, such as the personal financial situation of our clients or the deterioration of capital markets generally.
Even if we are able to provide high-quality and satisfactory services on Solomon JFZ’s platform in a timely manner and at favorable pricing terms, we cannot assure you that we will be able to retain existing clients, encourage repeat and increased trading transactions, in part due to reasons beyond our control, such as the personal financial situation of our clients or the deterioration of capital markets generally.
We have not historically declared or paid dividends on the Ordinary Shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the Ordinary Shares. We have not historically declared or paid dividends on the Ordinary Shares.
We have not historically declared or paid dividends on the Class A Ordinary Shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the Class A Ordinary Shares. We have not historically declared or paid dividends on the Class A Ordinary Shares.
The nature of virtual assets exposes us to an increased risk of fraud or cyberattack. Attempts to steal virtual assets on Solomon JFZ’s trading platform may occur due to the inherent nature of virtual assets, which exposes customers to an increased risk of fraud or cyberattack.
Attempts to steal virtual assets on Solomon JFZ’s trading platform may occur due to the inherent nature of virtual assets, which exposes customers to an increased risk of fraud or cyberattack.
If any dispute arises between us and our current or former officers, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all. -23- User growth and activity on mobile devices depend upon effective use of mobile operating system, networks and standards, over which we do not have control.
If any dispute arises between us and our current or former officers, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all. -21- User growth and activity on mobile devices depend upon effective use of mobile operating system, networks and standards, over which we do not have control.
We cannot assure you that our current operating model, which includes redirecting our clients to open accounts with third party service provider, will be not deemed as assisting with the currency conversion by SAFE. In such cases, we may face regulatory warnings, correction orders, condemnation and fines, and may not be able to conduct our current business in the future.
We cannot assure you that our current operating model, which includes redirecting our clients to open accounts with third party service providers, will not be deemed as assisting with the currency conversion by SAFE. In such cases, we may face regulatory warnings, correction orders, condemnation and fines, and may not be able to conduct our current business in the future.
As a result, our business and results of operations may be materially and adversely affected. -24- We have no business liability or disruption insurance, which could expose us to significant costs and business disruption. The insurance industry in Hong Kong is still at an early stage of development, and insurance companies in China currently offer limited business-related insurance products.
As a result, our business and results of operations may be materially and adversely affected. -22- We have no business liability or disruption insurance, which could expose us to significant costs and business disruption. The insurance industry in Hong Kong is still at an early stage of development, and insurance companies in China currently offer limited business-related insurance products.
Pursuant to the HFCA Act, on December 16, 2021, the PCAOB issued its determination that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China or in Hong Kong, because of positions taken by authorities in the jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in mainland China or Hong Kong.
Pursuant to the HFCA Act, on December 16, 2021, the PCAOB issued its determination that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China or in Hong Kong, because of positions taken by authorities in the jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that were headquartered in mainland China or Hong Kong.
On December 16, 2021, pursuant to the HFCA Act, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, because of a position taken by one or more authorities in such jurisdictions.
On December 16, 2021, pursuant to the HFCA Act, the PCAOB issued a Determination Report which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, because of a position taken by one or more authorities in such jurisdictions.
Its corporate affairs are governed by its amended and restated memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
Its corporate affairs are governed by its memorandum and articles of association, as amended, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
If we were a PFIC for any taxable year during which a U.S. investor holds the Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. -39- Cayman Islands economic substance requirements may have an effect on our business and operations.
If we were a PFIC for any taxable year during which a U.S. investor holds the Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. Cayman Islands economic substance requirements may have an effect on our business and operations.
Moreover, apart from COVID-19, our business could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. Our headquarters are located in Hong Kong, where most of our directors and management and a majority of our employees currently reside.
Moreover, apart from COVID-19, our business could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. Our headquarters are located in Hong Kong, where all of our directors and management and a majority of our employees currently reside.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our operating subsidiaries, their abilities to accept foreign investments and the listing of the Ordinary Shares on a U.S. or other foreign exchanges.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our operating subsidiaries, their abilities to accept foreign investments and the continued listing of the Class A Ordinary Shares on a U.S. or other foreign exchanges.
However, these rights may be provided in a company’s articles of association. Solowin’s amended and restated memorandum and articles of association do not provide its shareholders with any right to requisition a general meeting or to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
However, these rights may be provided in a company’s articles of association. Solowin’s memorandum and articles of association, as amended, do not provide its shareholders with any right to requisition a general meeting or to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. -38- Shareholders of Cayman Islands exempted companies like Solowin have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. -36- Shareholders of Cayman Islands exempted companies like Solowin have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies.
The Companies Act (As Revised) of the Cayman Islands permits, subject to a solvency test and the provisions, if any, of Solowin’s amended and restated memorandum and articles of association, the payment of dividends and distributions out of the share premium account. With the exception of the foregoing, there are no statutory provisions relating to the payment of dividends.
The Companies Act (As Revised) of the Cayman Islands permits, subject to a solvency test and the provisions, if any, of Solowin’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account. With the exception of the foregoing, there are no statutory provisions relating to the payment of dividends.
However, the PRC government has the ultimate authority to decide whether we have to get the licenses and we cannot assure that without any PRC license, we will not be subject to regulatory measures including warnings, public condemnation, suspension of Solomon VA+ in the PRC and other measures.
However, the PRC government has the ultimate authority to decide whether we must get the licenses and we cannot assure that without any PRC license, we will not be subject to regulatory measures including warnings, public condemnation, suspension of Solomon VA+ in the PRC and other measures.
Such uncertainties could adversely affect our business that relates to China or PRC citizens. -32- Hong Kong regulatory requirement of prior approval for transfer of shares in excess of certain threshold may restrict future takeovers and other transactions.
Such uncertainties could adversely affect our business that relates to China or PRC citizens. -29- Hong Kong regulatory requirement of prior approval for transfer of shares in excess of certain threshold may restrict future takeovers and other transactions.
Section 132 of Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”) requires a person (including a corporation) to apply for prior approval from the HKSFC to become a substantial or continue to be shareholder of a HKSFC-licensed company in Hong Kong.
Section 132 of Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong), or the SFO, requires a person (including a corporation) to apply for prior approval from the HKSFC to become a substantial or continue to be shareholder of a HKSFC-licensed company in Hong Kong.
Subject to the foregoing, our directors have discretion under the amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
Subject to the foregoing, our directors have discretion under the memorandum and articles of association, as amended, to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
In addition, Solowin’s amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control.
In addition, Solowin’s memorandum and articles of association, as amended, contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control.
However, it is noted on December 30, 2022, CSRC issued a rectification request to similarly situated companies, specifically described as “Futu Holdings and UP Fintech Holding Limited have conducted cross-border securities business for domestic investors without the approval of the CSRC, which constitutes illegal operation of securities business under the Securities Law and other relevant laws and regulations, and the CSRC intends to require Futu Holdings and UP Fintech Holding Limited to rectify the aforementioned violations.” Moreover, CSRC has promulgated Administrative Measures on Securities Brokerage Services effective on February 28, 2023, which clarifies that CSRC will strengthen the daily supervision of illegal cross-border brokerage business and steadily and orderly promote the rectification and standardization of such activity.
However, it is noted on December 30, 2022, CSRC issued a rectification request to similarly situated companies, titled “Futu Holdings and UP Fintech Holding Limited have conducted cross-border securities business for domestic investors without the approval of the CSRC, which constitutes illegal operation of securities business under the PRC Securities Law and other relevant laws and regulations, and the CSRC intends to require Futu Holdings and UP Fintech Holding Limited to rectify the aforementioned violations.” Moreover, CSRC has promulgated Administrative Measures on Securities Brokerage Services effective on February 28, 2023, which clarifies that CSRC will strengthen the daily supervision of illegal cross-border brokerage business and steadily and orderly promote the rectification and standardization of such activity.
These risks could result in a material adverse change in HK Subsidiaries’ business operations and the value of the Ordinary Shares, restrictions in HK Subsidiaries’ ability to accept foreign investments, significantly limit or completely hinder Solowin’s ability to continue to offer securities to investors or continued listing of the Ordinary Shares on a U.S. or other foreign exchange, or cause the value of such securities to significantly decline or become worthless.
These risks could result in a material adverse change in HK Subsidiaries’ business operations and the value of the Class A Ordinary Shares, restrict HK Subsidiaries’ ability to accept foreign investments, significantly limit or completely hinder Solowin’s ability to continue to offer securities to investors or continued listing of the Class A Ordinary Shares on a U.S. or other foreign exchange, or cause the value of such securities to significantly decline or become worthless.
Solowin’s amended and restated memorandum and articles of association have provisions that provide our shareholders with the right to inspect the register of members without charge, and to receive the annual audited financial statements of the Company.
Solowin’s memorandum and articles of association, as amended, have provisions that provide our shareholders with the right to inspect the register of members without charge, and to receive the annual audited financial statements of the Company.
We have not accepted any direct Renminbi deposit from mainland China since start-up and do not handle the Renminbi cross-border currency conversion for our Chinese clients through any of our accounts or entities, and we do not require our clients to submit evidence of approval or registration with respect to the foreign currency used for offshore investments.
We have not accepted any direct Renminbi deposit from mainland China since inception and do not handle the Renminbi cross-border currency conversion for our Chinese clients through any of our accounts or entities, and we do not require our clients to submit evidence of approval or registration with respect to the foreign currency used for offshore investments.
Therefore, the success of an investment in the Ordinary Shares will depend upon any future appreciation in their value. There is no guarantee that the Ordinary Shares will appreciate in value or even maintain their current value.
Therefore, the success of an investment in the Class A Ordinary Shares will depend upon any future appreciation in their value. There is no guarantee that the Class A Ordinary Shares will appreciate in value or even maintain their current value.
If such virtual assets are lost, stolen or destroyed under circumstances rendering a third party liable to us, it is possible that Hundsun Ayers may not have the financial resources or insurance sufficient to satisfy any or all of our claims against the third party, or have the ability to retrieve, restore or replace the lost, stolen or destroyed cryptocurrencies due to governing network protocols and the strength of the cryptographic systems associated with such virtual assets.
If such virtual assets are lost, stolen or destroyed under circumstances rendering a third party liable to us, it is possible that Full Node may not have the financial resources or insurance sufficient to satisfy any or all of our claims against the third party, or have the ability to retrieve, restore or replace the lost, stolen or destroyed cryptocurrencies due to governing network protocols and the strength of the cryptographic systems associated with such virtual assets.
In addition, most of the directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States.
In addition, all of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States.
We derive a significant portion of our revenues from Solomon JFZ’s commissions based upon the trading volume or the number of relevant transaction contracts executed by our clients. The historically rapidly growing trading volume on Solomon JFZ’s platform was primarily driven by the increasing number of our active clients in the past.
We derive a significant portion of our revenues from Solomon JFZ’s commissions, which are based upon the trading volume or the number of relevant transaction contracts executed by our clients. The historically rapidly growing trading volume on Solomon JFZ’s platform was primarily driven by an increasing number of our active clients in the past.
Our ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) are listed on Nasdaq, under the symbol “SWIN.” As a holding company with no material operations of its own, Solowin currently conducts its operations primarily through its wholly owned subsidiaries, Solomon JFZ and Solomon Wealth, each a limited liability corporation incorporated in Hong Kong.
Our Class A Ordinary Shares, par value $0.0001 per share, are listed on Nasdaq, under the symbol “SWIN.” As a holding company with no material operations of its own, Solowin currently conducts its operations primarily through its wholly owned HK Subsidiaries, Solomon JFZ and Solomon Wealth, each a limited liability corporation incorporated in Hong Kong.
As at the date of this report, we are not materially affected by recent statements by the Chinese Government indicating an extent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
As at the date of hereof, we are not materially affected by recent statements by the Chinese Government indicating an extent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
If Solowin’s board of directors decides to issue preferred shares, the price of the Ordinary Shares may fall and the voting and other rights of the holders of the Ordinary Shares may be materially and adversely affected.
If Solowin’s board of directors decides to issue preferred shares, the price of the Class A Ordinary Shares may fall and the voting and other rights of the holders of the Class A Ordinary Shares may be materially and adversely affected.
This list does not include our auditor, WWC, P.C., as our auditor is based in the U.S. and is registered with the PCAOB and subject to the PCAOB inspection.
This list did not include our auditor, WWC, P.C., as our auditor is based in the U.S. and is registered with the PCAOB and subject to the PCAOB inspection.
Risk Factors-Risks Related to Our Business and Industry-Solowin relies on dividends and other distributions on equity paid by its subsidiaries to fund any cash and financing requirements Solowin may have, and any limitation on the ability of its subsidiaries to make payments to Solowin could have a material adverse effect on our ability to conduct our business.” -3- Regulatory Permissions to Operate Business and for the Offering of Securities to Foreign Investors Save as disclosed below, other than those requisite for a domestic company in Hong Kong engaged in the same business, we are not required to obtain any additional permission from any Hong Kong authorities.
Risk Factors—Risks Related to Our Business and Industry—Solowin relies on dividends and other distributions on equity paid by its subsidiaries to fund any cash and financing requirements Solowin may have, and any limitation on the ability of its subsidiaries to make payments to Solowin could have a material adverse effect on our ability to conduct our business.” -3- Regulatory Permissions for Our Business Operations and Securities Offerings Save as disclosed below, other than those requisite for a domestic company in Hong Kong engaged in the same business, we are not required to obtain any additional permission from any Hong Kong authorities.
We believe that since the transactions on Solomon JFZ’s trading platform are all conducted outside PRC, Solomon JFZ’s current activities in China do not require a securities brokerage license, a making license or permit under existing PRC securities laws and regulations.
We believe that since the transactions on Solomon JFZ’s trading platform are all conducted outside PRC, Solomon JFZ’s current activities in China do not require a securities brokerage license, or any other license or permit under existing PRC securities laws and regulations.
In fact, according to the Notice of the State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Round-tripping by Chinese Residents through Special Purpose Vehicles (Hui Fa [2014] No.37), except for the red chip model (individuals in China set up SPVs abroad and return to invest) recognized by SAFE , PRC residents can only invest in overseas markets indirectly through channels such as Shanghai-Shenzhen-Hong Kong Stock Exchange, mutual recognition of funds between the Mainland and Hong Kong or purchase of QDII/RQDII products.
In fact, according to the Notice of the State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Round-tripping by Chinese Residents through Special Purpose Vehicles (Hui Fa [2014] No.37), except where individuals in China set up SPVs abroad and return to invest (which is recognized by SAFE), PRC residents can only invest in overseas markets indirectly through channels such as Shanghai-Shenzhen-Hong Kong Stock Exchange, mutual recognition of funds between the Mainland and Hong Kong or purchase of QDII/RQDII products.
In addition, the PCAOB’s report identified specific registered public accounting firms which are subject to these determinations. Our current registered public accounting firm, WWC, P.C., is not headquartered in the PRC or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.
In addition, the PCAOB’s report identified specific registered public accounting firms which were subject to these determinations. Our current registered public accounting firm, WWC, P.C., is not headquartered in the PRC or Hong Kong and was not identified as a firm subject to the PCAOB’s determination.
See “-Fraud, misconduct or errors by our directors, officers, employees, agents and other third-party service providers could harm our business and reputation” above.
See “— Fraud, misconduct or errors by our directors, officers, employees, agents and other third-party service providers could harm our business and reputation ” above.
Business Overview-Intellectual Property.” Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. It is often difficult to maintain and enforce intellectual property rights.
Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. It is often difficult to maintain and enforce intellectual property rights.
Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands (“ES Act”) that came into force on January 1,2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act.
Pursuant to the International Tax Cooperation (Economic Substance) Act of the Cayman Islands (as revised) (“ES Act”) that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act.
We have taken efforts in attracting new clients and expanding our brand influence, and we plan to continue doing so. However, these efforts may not be cost effective and we cannot assure you that we will be able to grow our client base as we expect, which may in turn materially and adversely affect our business operations and prospects.
We have taken efforts to attract new clients and expand our brand influence, and we plan to continue doing so. However, these efforts may not be cost effective and we cannot assure you that we will be able to grow our client base as we expect, which may in turn materially and adversely affect our business operations and prospects.
Finally, failure to avoid being deemed an investment company under the 1940 Act could also make us unable to comply with our reporting obligations as a public company in the United States and lead to our being delisted from Nasdaq, which would have a material adverse effect on the liquidity and value of the Ordinary Shares. -12- We may be unable to retain existing clients or attract new clients, or we may fail to offer services to address the needs of our clients as they evolve.
Finally, failure to avoid being deemed an investment company under the 1940 Act could also make us unable to comply with our reporting obligations as a public company in the United States and lead to our being delisted from Nasdaq Stock Market LLC, which would have a material adverse effect on the liquidity and value of the Class A Ordinary Shares. -11- We may be unable to retain existing clients or attract new clients, or we may fail to offer services to address the needs of our clients as they evolve.
On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.
On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, or the MOF, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.
We believe that the security procedures that Hundsun Ayers utilizes, such as issuing username, password and hardware tokens, are reasonably designed to safeguard Bitcoin, Ethereum, Bitcoin spot ETF and Ethereum spot ETF and other virtual assets from theft, loss, destruction or other issues relating to hackers and technological attack.
We believe that the security procedures that Full Node utilizes, such as issuing username, password and hardware tokens, are reasonably designed to safeguard Bitcoin, Ethereum, Bitcoin spot ETF and Ethereum spot ETF and other virtual assets from theft, loss, destruction or other issues relating to hackers and technological attack.
Therefore, we tend to believe that CSRC is now gradually strengthening its regulation of this cross-border online brokerage business, and Solomon JFZ’s business involving PRC residents may also need to comply with the new regulatory requirements in the future.
Therefore, we tend to believe that CSRC is now gradually strengthening its regulation of the cross-border online brokerage market, and Solomon JFZ’s business involving PRC residents may need to comply with PRC regulatory requirements in the future.
We would lose our foreign private issuer status if, for example, more than 50% of the Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status.
We would lose our foreign private issuer status if, for example, more than 50% of our voting securities are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status.
As of the date of this report, a majority of our clients access our services through PC, however, we expect to see a growing number of our clients access our services through our mobile apps in the future.
As of the date hereof, a majority of our clients access our services through PC, however, we expect to see a growing number of our clients access our services through our mobile apps in the future.
There are political risks associated with conducting business in Hong Kong. Any adverse economic, social, and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well as significant natural disasters, may affect the market may adversely affect the business operations of Solomon JFZ.
There are political risks associated with conducting business in Hong Kong. Any adverse economic, social, and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well as significant natural disasters, may affect the market may adversely affect the business operations of our HK Subsidiaries.
We can assure that we will follow any PRC government’s rule, regulation or instruction regarding Solomon VA+ as soon as we were informed of the requirements.
We can assure you that we will follow any PRC government’s rules, regulation or instruction regarding Solomon VA+ as soon as we were informed of the requirements.
Given that (1) our HK Subsidiaries are incorporated and located in Hong Kong and none of them controls more than one million users’ personal information; (2) we have no subsidiary, VIE structure, nor any direct operations in mainland China; (3) the primary focus of our business operations is located outside mainland China and the majority of our senior management personnel, who are responsible for the daily operation and management, are Hong Kong citizens and do not reside in mainland China; (4) we possess minimum amount of personal information to achieve the purpose of processing in our business operations with minimal impact on the rights and interests of individuals; (5) all of the data and personal information of our clients are securely stored on equipment owned by an HKEX certified server provider located in Hong Kong; (6) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities ; and (7) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), We do not currently expect the revised CRM, the DSL, the PRC PIPL, and the New Overseas Listing Rules to have an impact on our business, operations, or future offerings.
Given that (1) our HK Subsidiaries are incorporated and located in Hong Kong and none of them controls more than one million users’ personal information; (2) we have no subsidiary, VIE structure, nor any direct operations in mainland China; (3) the primary focus of our business operations is located outside mainland China and the majority of our senior management personnel, who are responsible for the daily operation and management, are not PRC citizens and do not reside in mainland China; (4) we possess minimum amount of personal information to achieve the purpose of processing in our business operations with minimal impact on the rights and interests of individuals; (5) all of the data and personal information of our clients are securely stored on equipment owned by an HKEX certified server provider located in Hong Kong; (6) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities ; and (7) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), we do not currently expect the revised CRM, the DSL, or the PRC PIPL to have an impact on our business, operations, or our securities offerings. -31- Nevertheless, the legal and operational risks associated with operations in China may apply to our operations in Hong Kong, should recent statements and regulatory actions by China’s government apply to us in the future.
Pong Ming Ting. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted. Our business operations depend on the continued services of our senior management.
Tze Bun Cheng and Mr. Pong Ming Ting. If one or more of our key executives were unable or unwilling to continue in their present positions, our business may be severely disrupted. Our business operations depend on the continued services of our senior management.
Currently, a large number of our clients are PRC residents and some independent contractors are providing supporting services remotely from the PRC.
Currently, a majority of our clients are PRC residents, and some independent contractors are providing supporting services remotely from the PRC.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

119 edited+47 added−75 removed200 unchanged
Hundsun Ayers agreed to provide online monitoring service and technical support on software application, as well as bug fixing and software standard version upgrade. Hundsun Ayers also agreed to provide consultation on system customization. Fees Solomon JFZ generates revenue through commission, handling fees and financing interests for its securities related services.
Hundsun Ayers agreed to provide online monitoring service and technical support on software application, as well as bug fixing and software standard version upgrade. Hundsun Ayers also agreed to provide consultation on system customization. Fees for Securities Related Services Solomon JFZ generates revenue through commission, handling fees and financing interests for its securities related services.
Make clear communication with its clients: Solomon JFZ would review its client’s investment policy statement regularly and explain the plan and services including fee charges with the clients clearly in a simple and understandable language. Fees Solomon JFZ generates revenue through advisory fee on portfolio analysis, risk appetite and return analysis for its investment advisory services.
Make clear communication with its clients: Solomon JFZ would review its client’s investment policy statement regularly and explain the plan and services including fee charges with the clients clearly in a simple and understandable language. Fees for Investment Advisory Services Solomon JFZ generates revenue through advisory fee on portfolio analysis, risk appetite and return analysis for its investment advisory services.
The key requirements for a sponsor under the new sponsor regime are as follows: ● to advise and guide a listing applicant in preparation for a listing; ● to take reasonable due diligence steps in respect of a listing application; ● to take reasonable steps to ensure that true, accurate and complete disclosure about a listing applicant is made to the public; -75- ● to deal with the regulators in a truthful, cooperative and prompt manner; ● to maintain proper books and records that are sufficient to demonstrate its compliance with the Code of Conduct; ● to maintain sufficient resources and effective systems and controls for proper implementation and adequate management oversight of the sponsor work; ● to act as the overall manager of a public offer to ensure that the public offer is conducted in a fair and orderly manner; and ● to take reasonable steps to ensure analysts do not receive material information not disclosed in the listing document.
The key requirements for a sponsor under the new sponsor regime are as follows: ● to advise and guide a listing applicant in preparation for a listing; ● to take reasonable due diligence steps in respect of a listing application; ● to take reasonable steps to ensure that true, accurate and complete disclosure about a listing applicant is made to the public; ● to deal with the regulators in a truthful, cooperative and prompt manner; ● to maintain proper books and records that are sufficient to demonstrate its compliance with the Code of Conduct; ● to maintain sufficient resources and effective systems and controls for proper implementation and adequate management oversight of the sponsor work; ● to act as the overall manager of a public offer to ensure that the public offer is conducted in a fair and orderly manner; and ● to take reasonable steps to ensure analysts do not receive material information not disclosed in the listing document.
The following table shows the breakdown by product type in respect of the asset management and fund advisory business from 2017 to 2023: 2017 2018 2019 2020 2021 2022 2023 HK$ billions Public Funds 6,532 5,658 7,505 9,044 9,337 7,984 7,856 Managed accounts 4,741 4,204 6,320 7,378 7,954 6,373 6,873 Private funds 2,730 2,910 2,963 3,808 4,443 4,495 4,346 Pension funds (including MPF and ORSO Schemes) 1410 1617 1383 1666 1779 1,558 1702 Others 1,821 1,778 1,580 1,904 2,143 1,787 2,118 Total 17234 16167 19751 23800 25656 22,197 22,895 Source: Asset and Wealth Management Activities Survey 2017, 2018, 2019, 2020, 2021, 2022, 2023 -51- Note: Excluded REITs The following table is a breakdown of the investor base of asset and wealth management business.
The following table shows the breakdown by product type in respect of the asset management and fund advisory business from 2017 to 2023: 2017 2018 2019 2020 2021 2022 2023 HK$ billions Public Funds 6,532 5,658 7,505 9,044 9,337 7,984 7,856 Managed accounts 4,741 4,204 6,320 7,378 7,954 6,373 6,873 Private funds 2,730 2,910 2,963 3,808 4,443 4,495 4,346 Pension funds (including MPF and ORSO Schemes) 1410 1617 1383 1666 1779 1,558 1702 Others 1,821 1,778 1,580 1,904 2,143 1,787 2,118 Total 17234 16167 19751 23800 25656 22,197 22,895 Source: Asset and Wealth Management Activities Survey 2017, 2018, 2019, 2020, 2021, 2022, 2023 Note: Excluded REITs -47- The following table is a breakdown of the investor base of asset and wealth management business.
Solomon JFZ provides instant quotation service which gives real-time quotes for stocks listed on the American Stock Exchange, New York Stock Exchange, and Nasdaq Exchange, among other major markets in Hong Kong and the United States. Existing Technology and Infrastructure Our technology and infrastructure are critical to our goal of providing the above-mentioned services to our customers.
Solomon JFZ provides instant quotation service which gives real-time quotes for stocks listed on the American Stock Exchange, New York Stock Exchange, and Nasdaq Exchange, among other major markets in Hong Kong and the United States. -55- Existing Technology and Infrastructure Our technology and infrastructure are critical to our goal of providing the above-mentioned services to our customers.
Solomon JFZ is licensed to carry out regulated activities under Type 9 (Asset Management), which includes: ● Asset Management Services ● Private funds subscription Services Solomon JFZ’s asset management team specializes in designing investment portfolios to meet the needs of investors with different risk appetites and to preserve and enhance the value of their assets. Fund Management .
Asset Management Solomon JFZ is licensed to carry out regulated activities under Type 9 (Asset Management), which includes: ● Asset Management Services ● Private funds subscription Solomon JFZ’s asset management team specializes in designing investment portfolios to meet the needs of investors with different risk appetites and to preserve and enhance the value of their assets.
Once it obtains the Type 2 license, Solomon JFZ’s Solomon VA+ platform will be able to provide future contracts trading services for users. Also, we target to provide virtual asset management services by upgrading our current Type 9 license. ● Leverage our competitive edge by strength our strategic partnerships.
Once it obtains the Type 2 license, Solomon JFZ’s Solomon VA+ platform will be able to provide future contracts trading services for users. Also, we target to develop virtual asset management services by upgrading our current Type 9 license. ● Leverage our competitive edge by strength our strategic partnerships.
Solomon JFZ maintains capital levels greater than the above minimum capital requirements and is in compliance with these HKSFC rules. -77- Notification to the HKSFC of certain events and changes Pursuant to sections 123 and 135 of the SFO and the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong), licensed corporations, licensed individuals and registered institutions are required to notify the HKSFC within the specified time limit of certain events and changes in their particulars, which include, inter alia, any intended cessation to carry on any regulated activity for which he/she/it is licensed, any intended change of address at which it proposes to carry on the regulated activity for which it is licensed and any cessation to be a director of a licensed corporation.
Solomon JFZ maintains capital levels greater than the above minimum capital requirements and is in compliance with these HKSFC rules. -72- Notification to the HKSFC of certain events and changes Pursuant to sections 123 and 135 of the SFO and the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong), licensed corporations, licensed individuals and registered institutions are required to notify the HKSFC within the specified time limit of certain events and changes in their particulars, which include, inter alia, any intended cessation to carry on any regulated activity for which he/she/it is licensed, any intended change of address at which it proposes to carry on the regulated activity for which it is licensed and any cessation to be a director of a licensed corporation.
Solomon JFZ embraces and offers products and services internationally to Chinese investors and has developed the one-stop electronic platform, where it offers users online account opening in 5 minutes, immediate fund transfer supported by EDDA, cross market buying power, real time Lv.2 market data free or at low cost, aggregated insightful research and news that are non-comparable to the rest in the industry. -50- Asset Management in Hong Kong Business of asset management involves the investment advisory and management of investment funds and/or securities, using the license of Type 4 (advising on securities) and Type 9 (asset management).
Solomon JFZ embraces and offers products and services internationally to Chinese investors and has developed the one-stop electronic platform, where it offers users online account opening in 5 minutes, immediate fund transfer supported by EDDA, cross market buying power, real time Lv.2 market data free or at low cost, aggregated insightful research and news that are non-comparable to the rest in the industry. -46- Asset Management in Hong Kong Business of asset management involves the investment advisory and management of investment funds and/or securities, using the license of Type 4 (advising on securities) and Type 9 (asset management).
Solomon JFZ had been approved by the HKSFC to provide virtual asset dealing services and advisory services, and we are at the forefront of offering cutting-edge Web3 products that cater to the needs of modern investors and businesses, leveraging blockchain for secure and innovative virtual asset solutions.
Solomon JFZ had been approved by the HKSFC to provide virtual asset dealing services and advisory services, and we are at the forefront of offering cutting-edge Web3 solutions that cater to the needs of modern investors and businesses, leveraging blockchain for secure and innovative virtual asset solutions.
Other key ongoing obligations Outlined below are other key ongoing obligations of a licensed corporation: ● payment of the prescribed fees to the HKSFC as described in Schedule 1 to the Securities and Futures (Fees) Rules (Chapter 571AF of the Laws of Hong Kong); ● keep records in accordance with the requirements under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); -79- ● submission of audited accounts and other required documents in accordance with the requirements under the Securities and Futures (Accounts and Audit) Rules (Chapter 571P of the Laws of Hong Kong); ● exhibit the printed license or certificate of registration (as the case may be) in a prominent place at its principal place of business in accordance with the requirements under the Securities and Futures (Miscellaneous) Rules (Chapter 571U of the Laws of Hong Kong); and ● compliance with business conduct requirements under the Code of Conduct, the Internal Control Guidelines and other applicable codes and guidelines issued by the HKSFC.
Other key ongoing obligations Outlined below are other key ongoing obligations of a licensed corporation: ● payment of the prescribed fees to the HKSFC as described in Schedule 1 to the Securities and Futures (Fees) Rules (Chapter 571AF of the Laws of Hong Kong); ● keep records in accordance with the requirements under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); -74- ● submission of audited accounts and other required documents in accordance with the requirements under the Securities and Futures (Accounts and Audit) Rules (Chapter 571P of the Laws of Hong Kong); ● exhibit the printed license or certificate of registration (as the case may be) in a prominent place at its principal place of business in accordance with the requirements under the Securities and Futures (Miscellaneous) Rules (Chapter 571U of the Laws of Hong Kong); and ● compliance with business conduct requirements under the Code of Conduct, the Internal Control Guidelines and other applicable codes and guidelines issued by the HKSFC.
There are prohibitions against trade-related activities, which include making available to, or for the benefit of, certain persons or entities, any funds or other financial assets or economic resources, or dealing with funds or other financial assets or economic resources of certain persons or entities from the above jurisdictions. -80- (vi) the Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Chapter 526 of the Laws of Hong Kong) (“WMDO”) The WMDO provides that it is a criminal offence for a person to provide services to another person where the first-mentioned person believes or suspects, on reasonable grounds, that the services will or may assist the development, production, acquisition or stockpiling of weapons of mass destruction.
There are prohibitions against trade-related activities, which include making available to, or for the benefit of, certain persons or entities, any funds or other financial assets or economic resources, or dealing with funds or other financial assets or economic resources of certain persons or entities from the above jurisdictions. -75- (vi) the Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Chapter 526 of the Laws of Hong Kong) (“WMDO”) The WMDO provides that it is a criminal offence for a person to provide services to another person where the first-mentioned person believes or suspects, on reasonable grounds, that the services will or may assist the development, production, acquisition or stockpiling of weapons of mass destruction.
We believe we are well positioned to capitalize on the opportunities created by this expansion because of Solomon JFZ’s existing foundation as a renowned financial service provider. -59- ● We have an experienced and talented management team. We have a skilled and experienced management team.
We believe we are well positioned to capitalize on the opportunities created by this expansion because of Solomon JFZ’s existing foundation as a renowned financial service provider. ● We have an experienced and talented management team. We have a skilled and experienced management team.
The Stock Exchange Apart from the HKSFC, the Stock Exchange also plays a leading role in regulating companies seeking admission to the Hong Kong markets and supervising those companies once they are listed. The Stock Exchange is a recognized exchange controller under the SFO.
The Stock Exchange - HKEX Apart from the HKSFC, HKEX also plays a leading role in regulating companies seeking admission to the Hong Kong markets and supervising those companies once they are listed. HKEX is a recognized exchange controller under the SFO.
The three quarters from the fourth quarter of 2022 to the first half of 2023 saw a total net inflow of HK $69 billion (approximately US $8.9 billion), an increase of more than 300% from the net inflow of HK $17 billion (approximately US $2.2 billion) in the first three quarters of 2022. -52- The following chart illustrates the four areas of Hong Kong Wealth Management: Source: SFC Asset and Wealth Management Activities Survey 2022 Over the long term, assets under management in the asset and wealth management in Hong Kong have been growing steadily, registering a 143% growth over the past decade.
The three quarters from the fourth quarter of 2022 to the first half of 2023 saw a total net inflow of HK $69 billion (approximately US $8.9 billion), an increase of more than 300% from the net inflow of HK $17 billion (approximately US $2.2 billion) in the first three quarters of 2022. -48- The following chart illustrates the four areas of Hong Kong Wealth Management: Source: SFC Asset and Wealth Management Activities Survey 2022 Over the long term, assets under management in the asset and wealth management in Hong Kong have been growing steadily, registering a 143% growth over the past decade.
With Solomon JFZ’s exceptional products and services, loyal customer base, and data-driven approach, we believe we will continue to efficiently scale and generate strong returns. -71- Growth Strategies It is anticipated that the demand for online brokerage services among Chinese investors’ markets would continue to rise due to the increasing desire for a globally diversified asset allocation and better functionality of online brokers.
With Solomon JFZ’s exceptional products and services, loyal customer base, and data-driven approach, we believe we will continue to efficiently scale and generate strong returns. -66- Growth Strategies It is anticipated that the demand for online brokerage services among Chinese investors’ markets would continue to rise due to the increasing desire for a globally diversified asset allocation and better functionality of online brokers.
The HKSFC is one of the four financial regulators in Hong Kong charged with oversight of finance and investing, but it is the only Hong Kong financial regulator that is given the mandate to educate the investing public. -73- Following the enactment of the Securities and Futures (Amendment) Ordinance 2012, the Investor Education Centre (now known as the Investor and Financial Education Council) was formed as a HKSFC subsidiary to educate the public on a broad range of retail financial products and services.
The HKSFC is one of the four financial regulators in Hong Kong charged with oversight of finance and investing, but it is the only Hong Kong financial regulator that is given the mandate to educate the investing public. -68- Following the enactment of the Securities and Futures (Amendment) Ordinance 2012, the Investor Education Centre (now known as the Investor and Financial Education Council) was formed as a HKSFC subsidiary to educate the public on a broad range of retail financial products and services.
Failure to submit annual return before the due date could result in suspension and revocation of the license under sections 195(4)(b) and 195(6) of the SFO. -78- Continuous professional training (“CPT”) Licensed corporations and registered institutions are primarily responsible for designing and implementing a continuous education program best suited to the training needs of the Licensed Representatives or relevant individuals they engage.
Failure to submit annual return before the due date could result in suspension and revocation of the license under sections 195(4)(b) and 195(6) of the SFO. -73- Continuous professional training (“CPT”) Licensed corporations and registered institutions are primarily responsible for designing and implementing a continuous education program best suited to the training needs of the Licensed Representatives or relevant individuals they engage.
They are required to comply with all applicable provisions of the SFO and its subsidiary legislations as well as the codes and guidelines issued by the HKSFC. -76- Section 116(3) of the SFO provides that the HKSFC shall refuse to grant a license to carry on a regulated activity unless the applicant for license satisfies the HKSFC that, inter alia, the applicant is a fit and proper person to be licensed for the regulated activity.
They are required to comply with all applicable provisions of the SFO and its subsidiary legislations as well as the codes and guidelines issued by the HKSFC. -71- Section 116(3) of the SFO provides that the HKSFC shall refuse to grant a license to carry on a regulated activity unless the applicant for license satisfies the HKSFC that, inter alia, the applicant is a fit and proper person to be licensed for the regulated activity.
Solomon JFZ agreed to prepare the hardware equipment and network environment as well as data source in accordance with Hundsun Ayers’ requirements for installation and maintenance of the system functions. -62- ● Technical Service Agreement On January 11, 2021, Solomon JFZ entered into a Technical Service Agreement (“Service Agreement”) with Hundsun Ayers in connection with the Hundsun international securities management system UF3.0 (“Hundsun UF3.0”).
Solomon JFZ agreed to prepare the hardware equipment and network environment as well as data source in accordance with Hundsun Ayers’ requirements for installation and maintenance of the system functions. -56- ● Technical Service Agreement On January 11, 2021, Solomon JFZ entered into a Technical Service Agreement (“Service Agreement”) with Hundsun Ayers in connection with the Hundsun international securities management system UF3.0 (“Hundsun UF3.0”).
Solomon JFZ provides financial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and value-added corporate finance advisory services at reasonable costs.
Solomon JFZ also provides financial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and value-added corporate finance advisory services at reasonable costs.
After filling in personal information online, Solomon JFZ’s customers are required to complete a series of questions and upload various documents to verify their identity and assess potential risks. -69- Solomon JFZ has experienced significant growth in number of customers due to its reliable and secure trading platform, comprehensive brokerage and value-added services and superior user experience.
After filling in personal information online, Solomon JFZ’s customers are required to complete a series of questions and upload various documents to verify their identity and assess potential risks. -64- Solomon JFZ has experienced significant growth in number of customers due to its reliable and secure trading platform, comprehensive brokerage and value-added services and superior user experience.
Source: HKEx Market Statistics -48- China HK Stock Connect turnover around RMB 27.6 trillion, which has experienced a 1,120% increase by 2021, with a CAGR of 86.9%. Turnover refers to the value of listed shares traded (buy and sell) in respective currency (Hong Kong Dollars or Renminbi).
Source: HKEx Market Statistics -44- China HK Stock Connect turnover around RMB 27.6 trillion, which has experienced a 1,120% increase by 2021, with a CAGR of 86.9%. Turnover refers to the value of listed shares traded (buy and sell) in respective currency (Hong Kong Dollars or Renminbi).
Takeovers And Mergers Financial advisers and independent financial advisers licensed by the HKSFC may act for Hong Kong listed issuers as regards transactions principally involving the Listing Rules, the GEM Listing Rules and the Takeovers Code. -81- In Hong Kong, any takeover, merger, privatization and share repurchase activities affecting public companies are regulated by the Takeovers Code which is issued by the HKSFC in consultation with the Takeovers and Mergers Panel.
Takeovers And Mergers Financial advisers and independent financial advisers licensed by the HKSFC may act for Hong Kong listed issuers as regards transactions principally involving the Listing Rules, the GEM Listing Rules and the Takeovers Code. -76- In Hong Kong, any takeover, merger, privatization and share repurchase activities affecting public companies are regulated by the Takeovers Code which is issued by the HKSFC in consultation with the Takeovers and Mergers Panel.
Nowadays, approximately 18,000 businesses now accept a form of crypto as payment. Virtual assets are part of a global trend, with market revenues is projected to reach US$80.80 billion in 2024. -53- The data and graphs below illustrate the market capitalization of cryptocurrencies from 2014 to 2024: Source: CoinMarketCap.com.
Nowadays, approximately 18,000 businesses now accept a form of crypto as payment. Virtual assets are part of a global trend, with market revenues is projected to reach US$80.80 billion in 2024. -49- The data and graphs below illustrate the market capitalization of cryptocurrencies from 2014 to 2024: Source: CoinMarketCap.com.
The gross income for IPO fund raising and secondary market fund raising in 2024 is expected to be approximately HK$11 billion and HK$8.75 billion whereas the commission rate is 5% and 3.5% respectively. -49- Source: HKEX The rapid growth of equity fund raising encouraged the development of the online brokerage service industry.
The gross income for IPO fund raising and secondary market fund raising in 2024 is expected to be approximately HK$11 billion and HK$8.75 billion whereas the commission rate is 5% and 3.5% respectively. -45- Source: HKEX The rapid growth of equity fund raising encouraged the development of the online brokerage service industry.
By collaborating with industry leading players such as OSL, MaiCapital, China AMC and Harvest Global etc, has underscores our commitment to offering more regulated and high-quality comprehensive products to our clients. -72- Intellectual Property Intellectual property and proprietary rights are critical to the success of our business.
By collaborating with industry leading players such as OSL, MaiCapital, China AMC and Harvest Global etc, has underscores our commitment to offering more regulated and high-quality comprehensive products to our clients. -67- Intellectual Property Intellectual property and proprietary rights are critical to the success of our business.
Solowin agreed to pay the landlord a monthly rent in an amount of HK$376,575 (approximately $48,278). -82- The following table summarizes the information of the real property leased by the Company: Location Type of Right Area Usage Term Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong Lease Land use right area 3,586 sf/property area 3,586 sf Other commercial service land/office space Land use right ends November 1, 2024 Unit Nos.8505B-8506A of Level 85, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong Lease Land use right area5,021 sf./property area 5, 021 sf.
Solowin agreed to pay the landlord a monthly rent in an amount of HK$376,575 (approximately $48,278). -77- The following table summarizes the information of the real property leased by the Company: Location Type of Right Area Usage Term Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong Lease Land use right area 3,586 sf/property area 3,586 sf Other commercial service land/office space Land use right ends November 1, 2026 Unit Nos.8505B-8506A of Level 85, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong Lease Land use right area5,021 sf./property area 5, 021 sf.
It owns and operates the only stock exchange and futures exchange in Hong Kong, namely the Stock Exchange and Hong Kong Futures Exchange Limited, and their related clearing houses.
It owns and operates the only stock exchange and futures exchange in Hong Kong, namely HKEX and Hong Kong Futures Exchange Limited, and their related clearing houses.
In its role as the operator and frontline regulator of the central securities and derivatives marketplace in Hong Kong, the Stock Exchange (i) regulates listed issuers; (ii) administers listing, trading and clearing rules; and (iii) provides services at the wholesale level, to participants and users of its exchanges and clearing houses, including issuers and intermediaries (such as investment banks or sponsors, securities and derivatives brokers, custodian banks and information vendors) which service investors directly.
In its role as the operator and frontline regulator of the central securities and derivatives marketplace in Hong Kong, HKEX (i) regulates listed issuers; (ii) administers listing, trading and clearing rules; and (iii) provides services at the wholesale level, to participants and users of its exchanges and clearing houses, including issuers and intermediaries (such as investment banks or sponsors, securities and derivatives brokers, custodian banks and information vendors) which service investors directly.
Data as of 31 May 2024 The data and graphs below illustrate the number of cryptocurrencies from 2013 to 2024: Source: https://www.statista.com/statistics/863917/number-crypto-coins-tokens/ -54- The data and graphs below illustrate the market share of cryptocurrencies 2024 Source: CoinMarketCap.com. Data as of 31 May 2024.
Data as of 31 May 2024 The data and graphs below illustrate the number of cryptocurrencies from 2013 to 2024: Source: https://www.statista.com/statistics/863917/number-crypto-coins-tokens/ -50- The data and graphs below illustrate the market share of cryptocurrencies 2024 Source: CoinMarketCap.com. Data as of 31 May 2024.
(Including remitting, receiving and intermediary banks). Overdue Balance Interest Charges (HKD/RMB/USD) Types Fees Charged By Securities Cash A/C HKD :10.375% p.a. (Prime +5% p.a.) * CNY : 10.375% p.a. USD : 10.375% p.a.
(Including remitting, receiving and intermediary banks). -58- Overdue Balance Interest Charges (HKD/RMB/USD) Types Fees Charged By Securities Cash A/C HKD :10.5% p.a. (Prime + 5% p.a.) * CNY : 10.5% p.a. USD : 10.5 % p.a.
We intend to enter into more equity markets, including Singapore, the United Kingdom, and Japan, and develop our virtual assets services, to broaden the investment universe available to our investors. ● Solomon JFZ provides state-of-the-art account opening technology and aim to maintain superior user experience to our clients.
We intend to enter into more equity markets, including Singapore, the United Kingdom, and Japan, and develop our virtual assets services, to broaden the investment universe available to our investors. ● The Company provides state-of-the-art account opening technology and aim to maintain superior user experience to our clients.
The gross income for IPO sponsors in 2024 is expected to be approximately HK$450 million whereas 90 new IPO and sponsor fee approximately HK$5 million per IPO.
The gross income for IPO sponsors in 2024 was expected to be approximately HK$450 million whereas 90 new IPO and sponsor fee approximately HK$5 million per IPO.
With strong financial and technical capabilities, Solomon JFZ has been providing brokerage services to global Chinese investors residing both inside and outside the PRC and institutional investors in Hong Kong and has been recognized and appreciated by users and industry professionals.
With strong financial and technical capabilities, Solomon JFZ has been providing brokerage services to global Chinese investors residing both inside and outside the PRC and institutional investors in Hong Kong, Australia and New Zealand, and has been recognized and appreciated by users and industry professionals.
Solomon JFZ provides various liquidation and agent services for custodian securities including securities custodian, depository, withdrawal, transfer, registration and transfer, collecting dividends and bonuses on behalf of the company, carrying out rights and responsibilities (share splitting, rights issue, share consolidation), pursuing rights and interests on behalf of the company, applying to attend shareholders’ meetings and proxying voting rights on behalf of the company.
Solomon JFZ provides various liquidation and agent services for custodian securities including securities custodian, depository, withdrawal, transfer, registration and transfer, collecting dividends and bonuses on behalf of the company, carrying out rights and responsibilities (share splitting, rights issue, share consolidation), pursuing rights and interests on behalf of the company, applying to attend shareholders’ meetings and proxying voting rights on behalf of the company. ● Services for the management of investment immigrant accounts .
The following provide the details of the registered trademarks that Solomon JFZ currently has in the Hong Kong SAR: Application # Goods/Services Mark Country Approval Date Registration Date Expiration date 305215211 Class No: 36 logo China September 11, 2020 March 11, 2020 March 10, 2030 305717061 Class No: 9, 35, 36, 42 logo China January 4, 2022 August 13, 2021 August 12, 2031 306185430 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 306185421 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 306185412 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 Regulation Currently, substantially all of our business operations are conducted in Hong Kong through HK Subsidiaries.
The following provide the details of the registered trademarks that Solomon JFZ currently has in the Hong Kong SAR: Application # Goods/Services Mark Country Approval Date Registration Date Expiration date 305215211 Class No: 36 logo China September 11, 2020 March 11, 2020 March 10, 2030 305717061 Class No: 9, 35, 36, 42 logo China January 4, 2022 August 13, 2021 August 12, 2031 306185430 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 306185421 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 306185412 Class No. 36 logo China July 21, 2023 March 7, 2023 March 6, 2033 306674095 Class No. 36 logo China June 10, 2025 September 20, 2024 September 19, 2034 Regulation Currently, substantially all of our business operations are conducted in Hong Kong through HK Subsidiaries.
This fee structure can be beneficial for clients with larger portfolios, annual fee ranges from $100,000 to $200,000; and (iii) charge wrap fee that bundle various services into a single, all-inclusive fee, which cover investment management, financial planning, and other services.
This fee structure can be beneficial for clients with larger portfolios, annual fee ranges from $100,000 to $200,000; and (iii) charge wrap fee that bundle various services into a single, all-inclusive fee, which cover investment management, financial planning, and other services. The tailor-made wrap fee ranges from $100,000 to $500,000.
It would consider a discount if the transaction fails to complete. There may be a success fee or commission be structured as either a fixed amount or as a percentage of a specified value it provides. Asset Management Services .
It would consider a discount if the transaction fails to complete. There may be a success fee or commission be structured as either a fixed amount or as a percentage of a specified value it provides.
We are providing secure and innovative solutions in the virtual asset space including virtual assets trading, virtual assets spot ETFs creation and redemption, security token offerings, and blockchain solutions such as real-world assets tokenization.
We provide secure and innovative solutions in the virtual asset space including virtual assets trading, virtual assets spot ETFs creation and redemption, security token offerings, and blockchain solutions such as real-world assets tokenization.
Solomon JFZ classifies those who have registered on its platform as its users and those who have opened accounts on its platform as clients. As of March 31, 2024, we had more than 15,500 clients who had opened trading accounts with Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.
Solomon JFZ classifies those who have registered on its platform as its users and those who have opened accounts on its platform as clients. As of March 31, 2025, we had more than 15,600 clients who had opened trading accounts with Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.
Solomon JFZ derived a substantial portion of its revenue from a small number of key clients. It had a concentration of revenues of 92%, 78% and 84% from the top five customers for the years ended March 31, 2024, 2023 and 2022, respectively.
Solomon JFZ derived a substantial portion of its revenue from a small number of key clients. It had a concentration of revenues of 81%, 92% and 78% from the top five customers for the years ended March 31, 2025, 2024 and 2023, respectively.
Pursuant to circulars published by the HKSFC on March 19, 2021 and March 25, 2022, the HKSFC decided to waive the annual licensing fees of all intermediaries and licensed individuals incurred during the period from April 1, 2021 to March 31, 2022 and April 1, 2022 to March 31, 2023 respectively.
Pursuant to circulars published by the HKSFC on March 19, 2021, March 25, 2022, March 27, 2023 and March 22, 2024, the HKSFC decided to waive the annual licensing fees of all intermediaries and licensed individuals incurred during the period from April 1, 2021 to March 31, 2022, April 1, 2022 to March 31, 2023, April 1, 2023 to March 31, 2024 and April 1, 2024 to March 31, 2025 respectively.
Solomon JFZ provides professional asset management services for financial institutions and private institutions in Hong Kong, mainland China, and overseas, which including designing long-term investment and financing strategies. It also provides tailored financial services for individual investors, which including matching individual risk levels and building personalized investment portfolios. Private funds subscription .
Solomon JFZ provides professional asset management services for financial institutions and private institutions in Hong Kong, mainland China, and overseas, which including designing long-term investment and financing strategies. It also provides tailored financial services for individual investors, which including matching individual risk levels and building personalized investment portfolios. Private Funds Subscription Solomon JFZ provides offshore private fund investment service, e.g.
Our registered office is currently located at the office of Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands which may be changed from time to time at the discretion of directors.
The registered office of the Company is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands, which may be changed from time to time at the discretion of directors.
The duty of the Stock Exchange is to ensure orderly and fair markets and that risks are managed prudently, and shall act in the interest of the public and in particular, the interests of the investing public.
The duty of HKEX is to ensure orderly and fair markets and that risks are managed prudently, and shall act in the interest of the public and in particular, the interests of the investing public.
Below are the lists of Solomon JFZ’s top three largest customers for the fiscal years ended March 31, 2024 and 2023, respectively: Fiscal Year Ended March 31, 2024 $’000 % Biogts Green Energy Co Limited 1,232 29 % Scienjoy Holding Corporation 1,100 26 % Solomon Capital Fund SPC 815 19 % Fiscal Year Ended March 31, 2023 $’000 % Biogts Green Energy Co Limited 1,341 30 % Scienjoy Holding Corporation 599 13 % Terncy Technology Limited 575 13 % We expect to serve a broad range of high-net-worth individuals, family offices, and trusts, by offering wealth management services and solutions that span traditional and virtual asset classes.
Below are the lists of Solomon JFZ’s top three largest customers for the fiscal years ended March 31, 2025, 2024 and 2023, respectively: Fiscal Year Ended March 31, 2025 $’000 % Shanghai Evertrend Enterprise Co., Ltd 591 21 % Solomon Capital Fund SPC 527 19 % Biogts Green Energy Co Limited 446 16 % Fiscal Year Ended March 31, 2024 $’000 % Biogts Green Energy Co Limited 1,232 29 % Scienjoy Holding Corporation 1,100 26 % Solomon Capital Fund SPC 815 19 % Fiscal Year Ended March 31, 2023 $’000 % Biogts Green Energy Co Limited 1,341 30 % Scienjoy Holding Corporation 599 13 % Terncy Technology Limited 575 13 % We expect to serve a broad range of high-net-worth individuals, family offices, and trusts, by offering wealth management services and solutions that span traditional and virtual asset classes.
Solomon JFZ is licensed to carry out regulated activities under Type 6 (Advising on Corporate Finance), which includes Investment Banking (Including Financial Advisory)/ Our Services Solomon JFZ started providing corporate consultancy services to its clients in May 2021. It provides investment banking services to companies who want to list on Hong Kong Stock Exchange.
Investment Banking (formerly known as “Corporate Consultancy Services”) Solomon JFZ is licensed to carry out regulated activities under Type 6 (Advising on Corporate Finance), which includes corporate finance (including financial advisory). Solomon JFZ started providing corporate consultancy services to its clients in May 2021. It provides corporate finance services to companies who want to list on Hong Kong Stock Exchange.
Solomon JFZ entered into an office tenancy agreement with Wide Harvest Investment Limited on December 20, 2022, pursuant to which Solomon JFZ leased the premises that our corporate headquarters are currently located at for a term of two years, from November 2, 2022 until November 1, 2024.
Solomon JFZ entered into an office tenancy agreement with Wide Harvest Investment Limited on October 10, 2024, pursuant to which Solomon JFZ leased the premises that our corporate headquarters are currently located at for a term of two years, from November 2, 2024 until November 1, 2026.
For the years ended March 31, 2024, 2023 and 2022, we invested approximately $0.4 million, $0.31 million, $0.57 million, or 21%, 22%, 52% of our general and administrative expenses in research and development, respectively, to improve our technology infrastructure, optimize product offerings and enhance supply chain capabilities.
For the years ended March 31, 2025, 2024 and 2023, we invested approximately $0.46 million, $0.4 million and $0.31 million, or 6%, 21% and 22% of our general and administrative expenses in research and development, respectively, to improve our technology infrastructure, optimize product offerings and enhance supply chain capabilities.
Custodian Service Fees Types Fees Charged By HK Market-Transfer Stocks In Free of charge HK Market-Transfer Stocks Out HKD 200 per stock each time + 0.02% of stock market value Solomon JFZ US Market-Transfer Stocks In Free of charge US Market-Transfer Stocks Out USD 100 per stock each time Solomon JFZ ISI Free of charge Physical Stocks Deposit Each stock/ stamp duty fee per deed HKD 5 HKSCC Physical Stocks Withdrawal HKD 5 per lot, minimum HKD 30 (odd lot are also considered as 1 lot) Solomon JFZ Currency Exchange Free of charge, according to the current exchange rate of Bank Deposit Funds Free of charge Withdraw Funds Free of charge ● There is service fee by the bank for withdrawal of fund to oversea banks; ● The bank might charge a handling fee when transferring funds across banks.
Custodian Service Fees Types Fees Charged By HK Market-Transfer Stocks In Free of charge HK Market-Transfer Stocks Out 0.25% of the total trading value per stock will be charged, with a minimum fee of HKD 500 HKSCC and Solomon JFZ US Market-Transfer Stocks In Free of charge US Market-Transfer Stocks Out USD 100 per stock each time Solomon JFZ ISI Free of charge Physical Stocks Deposit Each stock/ stamp duty fee per deed HKD 5 HKSCC and Solomon JFZ Physical Stocks Withdrawal HKD 5 per lot, minimum HKD 30 (odd lot are also considered as 1 lot) HK Government Currency Exchange Free of charge, according to the current exchange rate of Bank Deposit Funds Free of charge Withdraw Funds Free of charge ● There is service fee by the bank for withdrawal of fund to oversea banks; ● The bank might charge a handling fee when transferring funds across banks.
Services for the management of investment immigrant accounts . Solomon JFZ provides account management services in line with Hong Kong investment immigrants, such as securities trading, investment advice, and ongoing services for Hong Kong Immigration Department reporting. -61- Enterprise employee shareholding exercise services .
Solomon JFZ provides account management services in line with Hong Kong investment immigrants, such as securities trading, investment advice, and ongoing services for Hong Kong Immigration Department reporting. ● Enterprise employee shareholding exercise services .
Our web site address is https://www.solomonwin.com.hk. Information contained on, or that can be accessed through, our website does not constitute a part of this annual report. Principal Capital Expenditures and Divestitures We did not incur any capital expenditure and divestitures for the fiscal years ended March 31, 2024, 2023 and 2022.
Our web site address is https://solowin.io. Information contained on, or that can be accessed through, our website does not constitute a part of this annual report. Principal Capital Expenditures and Divestitures We did not incur any capital expenditure and divestitures for the fiscal years ended March 31, 2025, 2024 and 2023.
For the fiscal year ended March 31, 2023, Solomon JFZ’s three largest customers represented approximately 30%, 13% and 13% of its total revenue.
For the fiscal year ended March 31, 2024, Solomon JFZ’s three largest customers represented approximately 29%, 26% and 19% of its total revenue. For the fiscal year ended March 31, 2023, Solomon JFZ’s three largest customers represented approximately 30%, 13% and 13% of its total revenue.
From the fiscal year 2022 to fiscal year 2024, our client base increased by CAGR 0.4% from approximately 15,300 to 15,500. However, the large increase in client base did not immediately result in revenue growth due to poor equity market performance in Hong Kong and a lack of attractive IPOs in the Hong Kong stock market.
From the fiscal year 2023 to fiscal year 2025, our client base increased by CAGR 0.8% from approximately 15,500 to 15,600. However, the large increase in client base did not immediately result in revenue growth due to poor equity market performance in Hong Kong and a lack of attractive IPOs in the Hong Kong stock market.
Solomon JFZ agreed to pay the landlord a monthly rent in an amount of HK$107,580 (approximately $13,800). Our wealth management center is located at Unit Nos.8505B-8506A of Level 85, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.
Solomon JFZ agreed to pay the landlord a monthly rent in an amount of HK$93,236 (approximately $12,000). Our wealth management center is located at Unit Nos.8505B-8506A of Level 85, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong.
Solomon JFZ * Prime =5.375% (The interest rate will change over time, Solomon JFZ may adjust the interest rate from time to time.) -64- The fee schedule is effective as of November 2, 2022, fees and rates are for reference only, Solomon JFZ reserves the right to use without prior notice.
Solomon JFZ * Prime = 5.5% (The interest rate will change over time, Solomon JFZ may adjust the interest rate from time to time.) The fee schedule is effective as of November 15, 2024, fees and rates are for reference only, Solomon JFZ reserves the right to adjust without prior notice.
We believe the above facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
We believe the above facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations. ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable.
Types Fees Target clients Percentage fee based on Client’s AUM 1% -2.5% of Client’s AUM For clients who require for portfolio review and balances frequently for short-term investment advises Flat Fees USD 100,000-USD 500,000 per month For clients who require for investing advisory and information on a regular basis and customized list of services Hourly Rates $100/hour to $300/hour according to advisor experiences For clients who require for simple suggestions and general oversight Corporate Consultancy Services .
Types Fees Target clients Percentage fee based on Client’s AUM 1% -2.5% of Client’s AUM For clients who require for portfolio review and balances frequently for short-term investment advises Flat Fees USD 100,000-USD 500,000 per month For clients who require for investing advisory and information on a regular basis and customized list of services Hourly Rates $100/hour to $300/hour according to advisor experiences For clients who require for simple suggestions and general oversight Additionally, Solomon Wealth generates revenue through wealth management fee assessed by private wealth managers.
Industry Overview This report includes statistical and other industry and market data that we obtained from government, regulatory bodies, stock exchange’s data, industry publications, and public data source from internet and estimates by our management based on such data.
Industry and Our Market Opportunities The description under this heading includes statistical and other industry and market data that we obtained from government, regulatory bodies, stock exchange’s data, industry publications, and public data source from internet and estimates by our management based on such data.
The following table outlines the concentration of each of the top five customers comparing to our total revenues: As of March 31, 2024 2024 2023 2023 2022 2022 $’000 % $’000 % $’000 % Largest customer 1,232 * 29 % 1,341 * 30 % 1,655 51 % 2nd largest customer 1,100 26 % 599 13 % 567 17 % 3rd largest customer 815 19 % 575 * 13 % 333 10 % 4th largest customer 528 * 12 % 500 11 % 112 3 % 5th largest customer 261 6 % 498 11 % 106 3 % Total 3,936 92 % 3,513 78 % 2,773 84 % * Related parties within the same group For the fiscal year ended March 31, 2024, Solomon JFZ’s three largest customers represented approximately 29%, 26% and 19% of its total revenue.
The following table outlines the concentration of each of the top five customers comparing to our total revenues: As of March 31, 2025 2025 2024 2024 2023 2023 $’000 % $’000 % $’000 % Largest customer 591 21 % 1,232 * 29 % 1,341 * 30 % 2nd largest customer 527 19 % 1,100 26 % 599 13 % 3rd largest customer 446 16 % 815 19 % 575 * 13 % 4th largest customer 388 * 14 % 528 * 12 % 500 11 % 5th largest customer 309 11 % 261 6 % 498 11 % Total 2,261 81 % 3,936 92 % 3,513 78 % * Related parties within the same group For the fiscal year ended March 31, 2025, Solomon JFZ’s three largest customers represented approximately 21%, 19% and 16% of its total revenue.
In addition, our customer base is expanded by referrals from Solowin’s subsidiaries’ business partners for services such as IPO underwriting and group account formation. To be specific, Solowin subsidiaries’ marketing activities are listed below: (i) Direct channel.
Solowin’s subsidiaries do external marketing and promotional campaigns on its electronic platform such as WeChat Official Account Platform. In addition, our customer base is expanded by referrals from Solowin’s subsidiaries’ business partners for services such as IPO underwriting and group account formation. To be specific, Solowin subsidiaries’ marketing activities are listed below: (i) Direct channel.
The connection is available online by end of November 2023, enabled Solomon JFZ managing virtual assets trading systematically. See Item 3 “Key Information-D.
The connection is available online by end of November 2023, enabled Solomon JFZ managing virtual assets trading systematically.
Types of regulated activities Schedule 5 to the SFO stipulates 10 types of regulated activities, namely: Type 1: Dealing in securities Type 2: Dealing in futures contracts Type 3: Leveraged foreign exchange trading Type 4: Advising on securities Type 5: Advising on futures contracts Type 6: Advising on corporate finance Type 7: Providing automated trading services Type 8: Securities margin financing Type 9: Asset management Type 10: Providing credit rating services Licensed corporation For application as a licensed corporation, the applicant has to be incorporated in Hong Kong or an overseas company registered with the Companies Registry of Hong Kong and the licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated business as detailed in the business plan submitted to the HKSFC.
Types of regulated activities Schedule 5 to the SFO stipulates 10 types of regulated activities, namely: Type 1: Dealing in securities Type 2: Dealing in futures contracts Type 3: Leveraged foreign exchange trading Type 4: Advising on securities Type 5: Advising on futures contracts Type 6: Advising on corporate finance Type 7: Providing automated trading services Type 8: Securities margin financing Type 9: Asset management Type 10: Providing credit rating services Type 13: Providing depositary services for relevant CISs Licensed corporation For application as a licensed corporation, the applicant has to be incorporated in Hong Kong or an overseas company registered with the Companies Registry of Hong Kong and the licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated business as detailed in the business plan submitted to the HKSFC. -69- Responsible Officers In order for a licensed corporation to carry on any of the regulated activities, it must appoint no less than two responsible officers (the “Responsible Officers”) for each regulated activity conducted by a licensed corporation, at least one of whom must be an executive director, to supervise each regulated activity.
Our clients are mostly Chinese investors residing in Asia as well as institutional clients in Hong Kong, Australia and New Zealand. We classify those who have registered on Solomon JFZ’s platform as users and the users who have opened accounts on Solomon JFZ’s platform as clients.
Our clients are mostly Chinese investors residing in Asia as well as institutional clients in Hong Kong, Australia and New Zealand. PRC residents account for more than half of our total client base. We classify those who have registered on Solomon JFZ’s platform as users and the users who have opened accounts on Solomon JFZ’s platform as clients.
Solomon JFZ issues and manages various fund products according to market trends and demand conditions. At this point, it will focus on making active traditional private equity funds, like balanced funds and equity funds, and its long-term goal is to make a product line with a wider range of options (public and private equity, active and passive, traditional and alternative).
At this point, it will focus on making active traditional private equity funds, like balanced funds and equity funds, and its long-term goal is to make a product line with a wider range of options (public and private equity, active and passive, traditional and alternative).
The subscription fees are based on subscription amount, pricing range from 1%-5% for specific funds and investors. The Management Fees are based on the managed NAV, for a monthly Min. $2,500 or 2% of the NAV annually. Performance Fees are based in part upon unrealized gains /losses, 20% of the performance during the Performance Period above the High Water Mark.
The Management Fees are based on the managed NAV, for a monthly Min. $2,500 or 2% of the NAV annually. Performance Fees are based in part upon unrealized gains /losses, 20% of the performance during the Performance Period above the High Water Mark.
The virtual assets trading fee is charged as a commission of 0.2% of trading value; ETF lending and borrowing charges 1% of lending value; financing fee is charged as USD: 10.375% p.a. of loan value; and the ETF creation and redemption fee is charged as following: Individual/Corporate Financial Institution USD Creation Redemption Creation Redemption Tier 1 - 1.000 % 0.250 % 0.050 % 0.050 % Tier 2 3,000,000.00 0.500 % 0.150 % 0.030 % 0.030 % Tier 3 12,000,000.00 negotiable 0.150 % 0.010 % 0.010 % Investment Banking Services Solomon JFZ provides investment banking services to companies relevant to the US capital market since March 2024.
The virtual assets trading fee is charged as a commission of 0.2% of trading value; ETF lending and borrowing charges 1% of lending value; financing fee is charged as USD: 10.375% p.a. of loan value; and the ETF creation and redemption fee is charged as following: Individual/Corporate Financial Institution USD Creation Redemption Creation Redemption Tier 1 - 1.000 % 0.250 % 0.050 % 0.050 % Tier 2 3,000,000.00 0.500 % 0.150 % 0.030 % 0.030 % Tier 3 12,000,000.00 negotiable 0.150 % 0.010 % 0.010 % Since March 2024, the Company has focused on developing and expanding its virtual assets services.
As a HKSFC regulated licensed investment advisor, Solomon JFZ holds the highest standards and fiduciary duty that puts the client’s interests first. The key point for its good relationship management with clients is to provide high quality advisory services.
This helps customers gain a deeper comprehension of the investments they have entrusted the company with. -59- Investor Relationship Management As a HKSFC regulated licensed investment advisor, Solomon JFZ holds the highest standards and fiduciary duty that puts the client’s interests first. The key point for its good relationship management with clients is to provide high quality advisory services.
Our platform has been designed to serve institutional, professional and retail investors for trading virtual assets, facilitate the in-kind subscription and redemption process, and provide investors with seamless and effective access to investing in virtual assets.
Our platform has been designed to serve institutional, professional and retail investors for trading virtual assets, facilitate the in-kind subscription and redemption process, and provide investors with seamless and effective access to investing in virtual assets. Seasonality Seasonality does not materially affect HK Subsidiaries’ business or operating results.
Trading Fee (HK Market and Pre-IPO Market) Types Fees Charged By Commission 0.1% × total trading amount, minimum HKD 60 per trade (via Internet and phone) Solomon JFZ Stamp Duty 0.13% * Trade Value Min. HKD 0.01.
Trading Fee (HK Market and Pre-IPO Market) Types Fees Charged By Commission 0.1% × total trading amount, minimum HKD 60 per trade (via Internet and phone) Solomon JFZ Stamp Duty 0.1% × transaction amount, rounded up to the nearest HK dollar.
As a result of the above surrenders, each of Gemini Asia Holdings Limited, FORTUNE DYNASTY GLOBAL LIMITED and Vulcan Worldwide Holdings Limited held 4,080,000 Ordinary Shares, 3,960,000 Ordinary Shares and 3,960,000 Ordinary Shares, respectively, each of a par value of $0.0001 per share. On September 8, 2023, we completed our initial public offering and issued and sold 2,000,000 Ordinary Shares.
As a result of the above surrenders, each of Gemini Asia Holdings Limited, FORTUNE DYNASTY GLOBAL LIMITED and Vulcan Worldwide Holdings Limited held 4,080,000 ordinary shares, 3,960,000 ordinary shares and 3,960,000 ordinary shares, respectively, each of a par value of $0.0001 per share.
It is a customized asset management services to the clients through discretionary management accounts with tailor-made investment strategies and product solutions, to create and implement specific solutions to achieve the investment objectives within acceptable risk limits.
Cayman Islands incorporated funds, research management and investment strategies for its clients in mainland China, and other locations. It is a customized asset management services to the clients through discretionary management accounts with tailor-made investment strategies and product solutions, to create and implement specific solutions to achieve the investment objectives within acceptable risk limits.
We are redefining investment banking by offering underwriting, private placement and investment advisory solutions tailored to guide investors and corporates through complex financial landscapes, ensuring transactions are executed with strategic insight that meets today’s capital market’s needs.
We are redefining corporate finance by offering underwriting, private placement and investment advisory solutions tailored to guide investors and corporations through complex financial landscapes, ensuring transactions are executed with strategic insight that meets today’s capital market’s needs. Our corporate finance services include capital raising, debt financing, secondary offerings and financial advisory services.
This includes identifying private funds subscription opportunities in Hong Kong and other international markets. -67- Following is the funds subscription service process: Fees Solomon JFZ generates revenue through fund subscription fee, fund management fee, performance fees for its asset management services. Its management funds are designed to provide Eligible Investors with the opportunity of investing under professional management.
This includes identifying private funds subscription opportunities in Hong Kong and other international markets. -61- Following is the funds subscription service process: Fees for Asset Management Solomon JFZ generates revenue through fund subscription fee, fund management fee, performance fees for its asset management services.
Solomon JFZ has been among the initial group of HKSFC approved licensed companies to provide virtual assets trading and advisory services to retail investors.
Virtual assets related services are subject to a new regulatory framework in Hong Kong. Solomon JFZ has been among the initial group of HKSFC approved licensed companies to provide virtual assets trading and advisory services to retail investors.
As part of the reorganization, Solowin was incorporated as an exempted company under the laws of Cayman Islands on July 23, 2021. Upon incorporation on July 23, 2021, one ordinary share, par value $1 per share, of Solowin was allotted and issued to Ogier Global Subscriber (Cayman) Limited, who transferred the share to Ling Ngai Lok on July 27, 2021.
Upon incorporation on July 23, 2021, one ordinary share, par value $1 per share, of Solowin was allotted and issued to Ogier Global Subscriber (Cayman) Limited, who transferred the share to Ling Ngai Lok on July 27, 2021. On the same day, Solowin issued an additional 49,999 ordinary shares, par value $1 per share, to Ling Ngai Lok.
We endeavor to find high net worth clients who share our vision and focus on building a strong foundation to develop high quality services. As of the date of this report, Solomon Wealth has not generated any revenue. Notwithstanding, the early stage of client acquisition is crucial for our long-term success.
We endeavor to find high net worth clients who share our vision and focus on building a strong foundation to develop high quality services. Notwithstanding, the early stage of client acquisition is crucial for our long-term success. We believe our efforts will lead to a solid client base and future revenue.
Solomon JFZ currently is primarily engaged in providing (i) securities related services, (ii) investment advisory services, (iii) corporate consultancy services and (iv) asset management services to customers.
Solomon JFZ currently is primarily engaged in providing (i) corporate finance services, (ii) wealth management services, (iii) asset management services and (iv) virtual assets services to customers.
Partners with brands clients trusted has increasing our brand awareness among an ideal audience that help the trust extends to the company as well. In the first half of 2024, the company has forged strategic alliances with prominent financial institutions.
Partners with brands clients trusted has increasing our brand awareness among an ideal audience that help the trust extends to the company as well.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

82 edited+41 added−102 removed75 unchanged
Investing Activities Net cash used in investing activities was $1,376,000 for the fiscal year ended March 31, 2024, mainly consisted of loan to third party in the amount of $958,000 and acquisition of an associate in the amount of $257,000.
Net cash used in investing activities was $1,376,000 for the fiscal year ended March 31, 2024, mainly consisted of loan to third party in the amount of $958,000 and acquisition of an associate in the amount of $257,000.
Financing Activities Net cash provided by financing activities was $6,720,000 for the fiscal year ended March 31, 2024, mainly consisted of consisted of net proceeds from IPO after deducting any payment for IPO costs, in the amount of $6,656,000.
Net cash provided by financing activities was $6,720,000 for the fiscal year ended March 31, 2024, mainly consisted of consisted of net proceeds from IPO after deducting any payment for IPO costs, in the amount of $6,656,000.
The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. New share subscription handling income is recognized at the time when the performance obligation has been satisfied by successfully submitting IPO subscription to banks on behalf of customers.
The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. New share subscription handling income is recognized at the time when the performance obligation has been satisfied by successfully submitting the IPO subscription to banks on behalf of customers.
The decrease in revenue was mainly driven by the decrease of revenue from corporate consultancy services. -94- The following table sets forth the breakdown of our revenue by our reportable segments for the periods presented: For the years ended March 31, 2024 2023 (in thousands) % of revenue (in thousands) % of revenue Securities brokerage commissions and handling income 51 1 % 74 2 % Investment advisory fees 2,860 67 % 2,515 56 % Corporate consultancy service income 120 3 % 951 21 % Asset management income 871 20 % 389 9 % Interest income 128 3 % 27 1 % Referral income 261 6 % 497 11 % Total 4,291 100 % 4,453 100 % Revenue from securities brokerage commissions and handling income decreased by $23,000, or 31%, to $51,000 for the fiscal year ended March 31, 2024 from $74,000 for the fiscal year ended March 31, 2023.
The decrease in revenue was mainly driven by the decrease of revenue from corporate consultancy services. -87- The following table sets forth the breakdown of our revenue by our reportable segments for the periods presented: For the years ended March 31, 2024 2023 (in thousands) % of revenue (in thousands) % of revenue Securities brokerage commissions and handling income 51 1 % 74 2 % Investment advisory fees 2,860 67 % 2,515 56 % Corporate consultancy service income 120 3 % 951 21 % Asset management income 871 20 % 389 9 % Interest income 128 3 % 27 1 % Referral income 261 6 % 497 11 % Total 4,291 100 % 4,453 100 % Revenue from securities brokerage commissions and handling income decreased by $23,000, or 31%, to $51,000 for the fiscal year ended March 31, 2024 from $74,000 for the fiscal year ended March 31, 2023.
The receivables from customers, broker-dealers and clearing organizations, such as Hong Kong Exchanges and Clearing Limited (“HKEx”), are viewed as past due or delinquent based on how recently payments have been received. The Company has contractual rights to receive cash on demand from customers, broker-dealers and clearing organizations.
The receivables from customers, broker-dealers and clearing organizations, such as Hong Kong Exchanges and Clearing Limited (“HKEx”), are normally viewed as past due or delinquent based on how recently payments have been received. The Company has contractual rights to receive cash on demand from customers, broker-dealers and clearing organizations.
Such decrease was mainly due to the slow development of trading activities in Hong Kong stock market, and we have already established a well-developed all in one trading system, which offers our clients easy and seamless trading opportunities worldwide. D.
Such decrease in percentage was mainly due to the slow development of trading activities in Hong Kong stock market, and we have already established a well-developed all in one trading system, which offers our clients easy and seamless trading opportunities worldwide. D.
The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. Interest income The Company earns interest income primarily from its rolling cash balance accounts or IPO financing offered by the Company to customers in relation to the securities brokerage services.
The transaction price is a variable consideration as the price is determined to be a fixed percentage of the transaction amount. -95- Interest income The Company earns interest income primarily from its rolling cash balance accounts or IPO financing offered by the Company to customers in relation to the securities brokerage services.
For example, a trade dispute between China and the United States could negatively impact the performance of the market, which further results in a significant fluctuation of our income and operating results. Taxation Cayman Islands Solowin is incorporated in the Cayman Islands.
For example, a trade dispute between China and the United States could negatively impact the performance of the market, which further results in a significant fluctuation of our income and operating results. -79- Taxation Cayman Islands Solowin is incorporated in the Cayman Islands.
Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. -102- The balance of receivables from customers related to the Company’s customer in (i) trading activities; (ii) rendering the investment advisory services; (iii) rendering the corporate consultancy services; and (iv) rendering the asset management services.
Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. -92- The balance of receivables from customers related to the Company’s customer in (i) trading activities; (ii) rendering the investment advisory services; (iii) rendering the corporate consultancy services; and (iv) rendering the asset management services.
All marketing and promotion expenses for the fiscal year ended March 31, 2024 were attributed to the corporate segment for the fiscal year ended March 31, 2024. -96- Allowance for Expected Credit Losses – Our allowance for expected credit losses increased by $836,000, or over 100%, from $18,000 for the fiscal year ended March 31, 2023, to $854,000 for the fiscal year ended March 31, 2024.
All marketing and promotion expenses for the fiscal year ended March 31, 2024 and 2023 were attributed to the corporate segment. -89- Allowance for Expected Credit Losses – Our allowance for expected credit losses increased by $836,000, or over 100%, from $18,000 for the fiscal year ended March 31, 2023, to $854,000 for the fiscal year ended March 31, 2024.
We acted as agent and earned referral income in a percentage of subscription amount stipulated in the agreement. Referral income accounted for 6% of total revenue for the year ended March 31, 2024, as compared to 11% for the fiscal year ended March 31, 2023. -95- Expenses .
We acted as agent and earned referral income in a percentage of subscription amount stipulated in the agreement. Referral income accounted for 6% of total revenue for the year ended March 31, 2024, as compared to 11% for the fiscal year ended March 31, 2023. -88- Expenses .
No such subsidies were received for the fiscal year ended March 31, 2024. Income tax expense. No income tax expenses were recorded for the fiscal year ended March 31, 2023. Income tax expense of $155,000 was recorded for the six months ended March 31, 2024. See also “—Taxation” above. Net (loss) income.
No such subsidies were received for the fiscal year ended March 31, 2024. Income tax expense. No income tax expenses were recorded for the fiscal year ended March 31, 2023. Income tax expense of $155,000 was recorded for the fiscal year ended March 31, 2024. See also “—Taxation” above. Net (loss) income.
Solomon JFZ, one of our HK Subsidiaries, is one of the few Chinese investor-focused, versatile securities brokerage companies in Hong Kong and it offers a wide spectrum of products and services, spanning from traditional assets to virtual assets through its advanced and secured one-stop electronic platform.
Operating Results Overview Solomon JFZ, one of our HK Subsidiaries, is one of the few Chinese investor-focused, versatile securities brokerage companies in Hong Kong and it offers a wide spectrum of products and services, spanning from traditional assets to virtual assets through its advanced and secured one-stop electronic platform.
This significant increase was mainly due to the implementation of the 2023 Equity Incentive Plan under which 1,500,000 ordinary shares were issued to employees as share rewards and higher staff costs associated with retaining and recruiting employees to support our expanded business operations.
This significant increase was mainly due to the implementation of the 2023 Equity Incentive Plan under which 1,500,000 ordinary shares were issued to employees as share rewards and higher staff costs associated with retaining and recruiting employees to support our expanded business operations. (Loss) Income from operations .
No Hong Kong profit tax has been levied as we did not have assessable profit that was earned in or derived from our Hong Kong subsidiaries for the fiscal year ended March 31, 2024, 2023 and 2022. Income tax expense of $155,000 was recorded for the fiscal year ended March 31, 2024.
No Hong Kong profit tax has been levied as we did not have assessable profit that was earned in or derived from our Hong Kong subsidiaries for the fiscal year ended March 31, 2023. Income tax expense of $19,000 and $155,000 was recorded for the fiscal year ended March 31, 2025 and 2024.
Our expenses include commission and handling expenses, general and administrative expenses, marketing and promotion expenses, allowance for expected credit losses, employee benefits expenses and interest expenses. Our expenses increased by $5,559,000, or 176%, to $8,724,000 for the fiscal year ended March 31, 2024 from $3,165,000 for the fiscal year ended March 31, 2023.
Our expenses include commission and handling expenses, general and administrative expenses, marketing and promotion expenses, allowance for expected credit losses, employee benefits expenses and interest expenses. Our expenses increased by $5,556,000, or 176%, to $8,721,000 for the fiscal year ended March 31, 2024 from $3,165,000 for the fiscal year ended March 31, 2023.
As a result of the foregoing, we recorded loss from operations of $4,433,000 for the fiscal year ended March 31, 2024, compared to income from operation of $1,288,000 for the fiscal year ended March 31, 2023, a decrease of $5,721,000 or 444%. Total other income .
As a result of the foregoing, we recorded loss from operations of $4,430,000 for the fiscal year ended March 31, 2024, compared to income from operation of $1,288,000 for the fiscal year ended March 31, 2023, a decrease of $5,721,000 or 444%. Other income, net .
Total other income for the fiscal year ended March 31, 2024 mainly due to the interest income from the bank deposits while total other income for the fiscal year ended March 31, 2023 mainly consisted of subsidies from The Hong Kong Special Administrative Region Government (“HKSAR”) From May to July 2022, the HKSAR launched the 2022 Employment Support Scheme under the Anti-Epidemic Fund to provide wage subsidies to employers in order to retain the current employees or even employ more staff when the business revives as soon as the epidemic situation permits.
While other income, net for the fiscal year ended March 31, 2023 mainly consisted of subsidies from The Hong Kong Special Administrative Region Government (“HKSAR”) From May to July 2022, the HKSAR launched the 2022 Employment Support Scheme under the Anti-Epidemic Fund to provide wage subsidies to employers in order to retain the current employees or even employ more staff when the business revives as soon as the epidemic situation permits.
For the years ended March 31, 2024, 2023 and 2022, we invested approximately $0.4 million, $0.31 million, $0.57 million, or 21%, 22%, 52% of our general and administrative expenses in research and development, respectively, to improve our technology infrastructure, optimize product offerings and enhance supply chain capabilities.
For the years ended March 31, 2025, 2024 and 2023, we invested approximately $0.46 million, $0.4 million and $0.31 million, or 6%, 21% and 22% of our general and administrative expenses in research and development, respectively, to improve our technology infrastructure, optimize product offerings and enhance supply chain capabilities.
As a result of the cumulative effect of the factors described above, our net loss attributable to our shareholders increased by $5,905,000, or 438%, to $4,556,000 for the fiscal year ended March 31, 2024 from net income of $1,349,000 for the fiscal year ended March 31, 2023. Comparison of the years ended March 31, 2023 and 2022 Revenue.
As a result of the cumulative effect of the factors described above, our net loss attributable to our shareholders increased by $5,905,000, or 438%, to $4,556,000 for the fiscal year ended March 31, 2024 from net income of $1,349,000 for the fiscal year ended March 31, 2023. B.
The following table sets forth the breakdown of our general and administrative expenses by our reportable segments for the periods presented: For the years ended March 31, 2024 2023 (in thousands) % of general and administrative expenses (in thousands) % of general and administrative expenses Securities related services 387 - 493 - Investment advisory services - - 2 - Asset management services (52 ) - 1 - Corporate – unallocated 1,547 100 % 911 100 % Total 1,882 100 % 1,407 100 % General and administrative expenses from securities related services consist primarily of information technology expenses and market data expenses.
The following table sets forth the breakdown of our general and administrative expenses by our reportable segments for the periods presented: For the years ended March 31, 2024 2023 (in thousands) % of general and administrative expenses (in thousands) % of general and administrative expenses Corporate finance Services - - - - Wealth Management Services 387 - 495 - Asset Management Services (52 ) - 1 - Corporate – unallocated 1,547 100 % 911 100 % Total 1,882 100 % 1,407 100 % General and administrative expenses from wealth management services consist primarily of information technology expenses and market data expenses.
As a result, Solowin’s ability to pay dividends depends upon dividends paid by its subsidiaries. If its existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Solowin. C.
We conduct our operations primarily through our HK Subsidiaries. As a result, Solowin’s ability to pay dividends depends upon dividends paid by its subsidiaries. If its existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Solowin. C.
Commission fees are directly charged from the customer’s account when the transactions are executed. -103- Handling income generated from providing services such as settlement (clearing) of securities, new share subscription services in relation to IPOs and dividend collection, to individual customers or brokers. Securities settlement service income is recognized at a point in time when the transactions are completed.
Handling income generated from providing services such as settlement (clearing) of securities, new share subscription services in relation to IPOs and dividend collection, to individual customers or brokers. Securities settlement service income is recognized at a point in time when the transactions are completed.
Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects. -100- Cash Flows for the Years Ended March 31, 2024, 2023 and 2022 The following table sets forth a summary of our cash flows for the periods presented: Years Ended March 31, 2024 2023 2022 $’000 $’000 $’000 Net cash used in operating activities (5,607 ) (443 ) (5,738 ) Net cash (used in) provided by investing activities (1,376 ) 225 114 Net cash provided by (used in) financing activities 6,720 (341 ) 1,460 Net decrease in cash and cash equivalents and cash segregated for regulatory purpose (263 ) (559 ) (4,164 ) Cash and cash equivalents and cash segregated for regulatory purpose at beginning of the year 7,514 8,073 12,237 Cash and cash equivalents and cash segregated for regulatory purpose at end of the year 7,251 7,514 8,073 Operating Activities Net cash used in operating activities was $5,607,000 and $443,000 for the fiscal years ended March 31, 2024 and 2023, respectively.
Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects. -90- Cash Flows for the Years Ended March 31, 2025, 2024 and 2023 The following table sets forth a summary of our cash flows for the periods presented: Years Ended March 31, 2025 2024 2023 $’000 $’000 $’000 Net cash used in operating activities (1,057 ) (5,607 ) (443 ) Net cash provided (used in) by investing activities 287 (1,376 ) 225 Net cash provided by (used in) financing activities 2,376 6,720 (341 ) Net change in cash and cash equivalents and cash segregated for regulatory purpose 1,606 (263 ) (559 ) Cash and cash equivalents and cash segregated for regulatory purpose at beginning of the year 7,251 7,514 8,073 Cash and cash equivalents and cash segregated for regulatory purpose at end of the year 8,857 7,251 7,514 Operating Activities Net cash used in operating activities was $1,057,000, $5,607,000 and $443,000 for the fiscal years ended March 31, 2025, 2024 and 2023, respectively.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted.
New accounting standards not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
The Company currently generates its revenue from the following main sources: Securities brokerage commissions and handling income Securities brokerage commission income generated by provision of securities brokerage services of executing trades to customers, who are individual customers or brokers, and is recognized at a point in time (trade date) when the performance obligation has been satisfied by the completion of trades and the risks and rewards of ownership have been transferred to/from the customer.
Securities brokerage commission income generated by provision of securities brokerage services of executing trades to customers, who are individual customers or brokers, and is recognized at a point in time (trade date) when the performance obligation has been satisfied by the completion of trades and the risks and rewards of ownership have been transferred to/from the customer.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheet, statements of (loss) income and comprehensive (loss) income and statements of cash flows.
Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheet, statements of (loss) income and comprehensive (loss) income and statements of cash flows.
Failure to deliver services in a timely manner at competitive prices with satisfactory experience will cause our clients to lose confidence in us and use Solomon JFZ’s platform less frequently or even stop using Solomon JFZ’s platform altogether, which in turn will materially and adversely affect our performance. ● clients’ trading volume, which fluctuates and is affected by factors beyond our control. -90- Weaknesses in the markets in which we operate, including economic slowdowns, have historically resulted in reduced trading volumes for us.
Failure to deliver services in a timely manner at competitive prices with satisfactory experience will cause our clients to lose confidence in us and use Solomon JFZ’s platform less frequently or even stop using Solomon JFZ’s platform altogether, which in turn will materially and adversely affect our performance. ● clients’ trading volume, which fluctuates and is affected by factors beyond our control.
Revenue from upfront payment and other installments is recognized based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the consultancy service contract. There were no contract asset balances as of March 31, 2024 and 2023.
Revenue from upfront payment and other installments is recognized based on the point in time either (a) when the deliverables, in the form of reports are delivered based on the specific terms of the contract; or (b) lapse of the consultancy service contract.
With the recent development of the company and the expanding subsidiaries, our vision is to build an integrated financial services infrastructure for next generation investors, and our continuous efforts focus on being a one-stop comprehensive financial services provider.
With the recent developments in the Company’s business and the expansion of our subsidiaries, our vision is to build an integrated financial services infrastructure for next-generation investors, and our continuous efforts focus on becoming a one-stop, comprehensive financial services provider.
Our general and administrative expenses from securities related services decreased by $106,000, or 22% from $493,000 for the fiscal year ended March 31, 2023 to $387,000 for the fiscal year ended March 31, 2024.
Our general and administrative expenses from wealth management services decreased by $108,000, or 22% from $495,000 for the fiscal year ended March 31, 2023 to $387,000 for the fiscal year ended March 31, 2024.
Therefore, the entire transaction prices of consultancy services are generally allocated to a single performance obligation. The transaction price might be variable even when the stated price in the contract is fixed because the Company may be entitled to upfront payment only when the contract is lapsed before completion of consultancy services.
The transaction price might be variable even when the stated price in the contract is fixed because the Company may be entitled to upfront payment only when the contract is lapsed before completion of consultancy services.
That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Company concludes that the monthly investment advisory services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration in the transaction price.
Therefore, the Company concludes that the monthly investment advisory services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. There is no variable consideration in the transaction price.
Solomon JFZ currently is primarily engaged in providing (i) securities related services, (ii) investment advisory services, (iii) corporate consultancy services and (iv) asset management services to customers.
Solomon JFZ currently is primarily engaged in providing (i) corporate finance services, (ii) wealth management services, (iii) asset management services and (iv) virtual assets services to customers.
Dividend collection handling income is charged at fixed percentage of dividend collected and therefore the transaction price is a variable consideration as the price is determined to be a fixed percentage of dividend amount. The Company acts as an agent and handling income is directly charged from the customer’s account when the transactions are executed.
Dividend collection handling income is charged at a fixed percentage of dividend collected and therefore the transaction price is a variable consideration as the price is determined to be a fixed percentage of dividend amount.
As of March 31, 2024, we had more than 15,500 clients who had opened trading accounts with Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.
We classify those who have registered on Solomon JFZ’s platform as users and the users who have opened accounts on Solomon JFZ’s platform as clients. As of March 31, 2025, we had more than 15,600 clients who had opened trading accounts with Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.
The Company is entitled to dispose such collateral held on behalf of the customers for the purpose of settling any liability owed. The Company applies the practical expedient based on collateral maintenance provisions under ASC 326, Financial Instruments – Credit Losses, in estimating an allowance for credit losses for receivables from customers.
The Company applies the practical expedient based on collateral maintenance provisions under ASC 326, Financial Instruments – Credit Losses, in estimating an allowance for credit losses for receivables from customers.
Receivables from broker-dealers and clearing organizations arise from the business of investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers.
Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers.
As of March 31, 2024 and 2023, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers, broker-dealers and clearing organizations. As of March 31, 2024 and 2023, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two days after the trade execution.
As of March 31, 2025 and 2024, the allowance for expected credit losses on receivables from customers were approximately $501,000 and $575,000, respectively. As of March 31, 2025 and 2024, no receivables from clearing organizations and broker-dealers are past due or delinquent as the receivables are normally being settled within two days after the trade execution.
New accounting standards not yet adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.
The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.
We have generated revenue through securities brokerage commissions and handling income, investment advisory fees, asset management income, consultancy service income, interest income and referral income. Our total revenue was $4,453,000 for the fiscal year ended March 31, 2023, compared to $3,256,000 for the year ended March 31, 2022, an increase of 1,197,000, or 37%.
We have generated revenue through securities brokerage commissions and handling income, investment advisory fees, asset management income, consultancy service income, virtual assets transaction income and interest income. Our total revenue was $2,819,000 for the fiscal year ended March 31, 2025, compared to $4,291,000 for the year ended March 31, 2024, a decrease of $1,472,000, or 34%.
The Company acts as an agent. The transaction price is a variable consideration as the price is determined by a fixed percentage of transaction amounts.
The Company acts as an agent. The transaction price is a variable consideration as the price is determined by a fixed percentage of transaction amounts. Commission fees are directly charged from the customer’s account when the transactions are executed.
Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. -105- Recently adopted accounting standards In June 2016, the FASB issued Accounting Standards Update No. 2016 - 13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13”).
Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. Recently adopted accounting standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.
We plan to make capital expenditures in the future to meet the needs that may result from the expected growth of our business. -101- Holding Company Structure Solowin is a holding company with no material operations of its own. We conduct our operations primarily through our HK Subsidiaries.
Capital Expenditures We did not incur any capital expenditure for the fiscal years ended March 31, 2025, 2024 and 2023. We plan to make capital expenditures in the future to meet the needs that may result from the expected growth of our business. -91- Holding Company Structure Solowin is a holding company with no material operations of its own.
Such increase was mainly driven by the revenue from investment advisory services and corporate consultancy services.
The decrease in revenue was mainly driven by the decrease in revenue from investment advisory services.
Corporate consultancy service income Corporate consultancy service income generated by acting as financial advisers (a) to customers, including but not limited to listed companies or companies planning for IPO, advising on the terms and structures of the proposed corporate transactions, or the relevant implications and compliance matters under the Hong Kong regulatory framework for listed companies; and (b) to customers pursuing listing on other stock exchange, such as Nasdaq Stock Market, in return for consultancy service fee.
Corporate consultancy income generated by acting as advisers to customers, including but not limited to listed companies or companies planning for IPO, advising on the terms and structures of the proposed corporate transactions, or the relevant implications and compliance matters under the Hong Kong regulatory framework for listed companies; market research, strategic analysis, and other advisory services to support customers in developing new business areas or enhancing existing operations, in return for consultancy service income. -93- The Company enters into a distinct contract with its customers for the provision of corporate consultancy services.
Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations. Receivables from customers and broker-dealers and clearing organizations Receivables from customers arise from (i) the business of dealing in investment securities for cash customers; (ii) investment advisory business; (iii) corporate consultancy business; and (iv) asset management business.
Receivables from customers, broker-dealers and clearing organizations Receivables from customers arise from (i) the business of dealing in investment securities and virtual assets for customers; (ii) investment advisory business; (iii) corporate consultancy business; and (iv) asset management business. Receivables from broker-dealers and clearing organizations arise from the business of investment securities.
The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.
Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. -96- In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”.
Asset management services accounted for 9% of our total revenue for the fiscal year ended March 31, 2023, as compared to 10% for the fiscal year ended March 31, 2022. We began to provide such services in April 2021. For the fiscal years ended March 31, 2023 and, 2022, we had interest income of $27,000 and $351,000, respectively.
Asset management services accounted for 23% of our total revenue for the fiscal year ended March 31, 2025, as compared to 20% for the fiscal year ended March 31, 2024. We began to provide such services in April 2021. ● Virtual assets transaction income of $15,000 was first recognized for the fiscal year ended March 31, 2025.
Our general and administrative expenses from securities related services increased by $85,000, or 21% from $408,000 for the fiscal year ended March 31, 2022 to $493,000 for the fiscal year ended March 31, 2023.
Our general and administrative expenses from wealth management services increased by $459,000, or 119% to $846,000 for the fiscal year ended March 31, 2025 from $387,000 for the fiscal year ended March 31, 2024.
The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. The receivables from customers related to trading activities are secured in the form of underlying equity securities.
The receivables are written off after all collection efforts have ceased. The receivables from customers related to trading activities are secured in the form of underlying equity securities. The Company is entitled to dispose such collateral held on behalf of the customers for the purpose of settling any liability owed.
The Company enters into a distinct contract with its customers for the provision of corporate consultancy services. The scope of work under consultancy services can vary from project to project and generally involves a series of tasks which are interrelated and are not separable or distinct as the Company’s customers cannot benefit from any standalone task.
For projects involve a series of tasks which are interrelated and are not separable or distinct as the Company’s customers cannot benefit from any standalone task, the entire transaction prices of consultancy services are generally allocated to a single performance obligation.
Income tax expense. No income tax expenses were recorded for the fiscal years ended March 31, 2023 and 2022. See also “—Taxation” above. Net income (loss).
No impairment losses were recorded during the same period in 2024. Income tax expense. Income tax expense of $19,000 and $155,000 was recorded for the fiscal year ended March 31, 2025 and 2024. See also “—Taxation” above. Net Loss .
Investment advisory service income Investment advisory income are recognized when the relevant advice has been provided or the relevant services have been rendered. The Company enters into a distinct contract with its customers as a principal for the provision of investment advisory services. The Company provides customers with global economic information, industry analysis, investment recommendations and portfolio allocation strategies.
The Company enters into a distinct contract with its customers as a principal for the provision of investment advisory services. The Company provides customers with global economic information, industry analysis, investment recommendations and portfolio allocation strategies. The Company concludes that each monthly investment advisory service is both (1) distinct and (2) it meets the criteria for recognizing revenue over time.
Net cash provided by investing activities was $114,000 for the fiscal year ended March 31, 2022, consisted of repayment of loan to a director in the amount of $131,000, offset by purchase of property and equipment in the amount of $17,000.
Investing Activities Net cash provided by investing activities was $287,000 f or the fiscal year ended March 31, 2025, mainly consisted of repayment of loan to a third party in the amount of $1,010,000, offset by the purchase of long-term investments in the amount of $658,000.
Our expenses include commission and handling expenses, general and administrative expenses, marketing and promotion expenses, allowance for expected credit losses, employee benefits expenses and interest expenses. Our expenses decreased by $1,267,000, or 29%, to $3,165,000 for the fiscal year ended March 31, 2023 from $4,432,000 for the fiscal year ended March 31, 2022.
Our expenses include commission and handling expenses, general and administrative expenses, marketing and promotion expenses, (reversal of) provision for expected credit losses and employee benefits expenses. Our expenses increased by $2,230,000, or 26%, to $10,951,000 for the fiscal year ended March 31, 2025 from $8,721,000 for the fiscal year ended March 31, 2024.
Revenue Recognition In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.
If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. Revenue Recognition In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP.
As of March 31, 2024 and 2023, the contract liability balances were nil and $120,000, respectively, which were generated from corporate consultancy service. -104- Asset management service income Revenue from asset management is primarily in connection with (i) services as an investment manager or an advisor from funds or investments; and (ii) fund subscription services to customers.
Fees are charged directly to the customer’s account upon completion of each transaction. Asset management service income Revenue from asset management is primarily in connection with (i) services as an investment manager or an advisor from funds or investments; and (ii) fund subscription services to customers.
With strong financial and technical capabilities, Solomon JFZ has been providing brokerage services to global Chinese investors residing both inside and outside the PRC and institutional investors in Hong Kong and has been recognized and appreciated by users and industry professionals. -83- Solomon JFZ’s trading platform allows investors to trade over 10,000 listed securities and their derivative products listed on the Hong Kong Stock Exchange (HKSE), New York Stock Exchange (NYSE), Nasdaq, Shanghai Stock Exchange and Shenzhen Stock Exchange.
With strong financial and technical capabilities, Solomon JFZ has been providing brokerage services to global Chinese investors residing both inside and outside the PRC and institutional investors in Hong Kong, Australia and New Zealand, and has been recognized and appreciated by users and industry professionals. -78- Our clients are mostly Chinese investors residing in Asia as well as institutional clients in Hong Kong, Australia and New Zealand.
We had $32,000 in total other income for the fiscal year ended March 31, 2024, as compared to $61,000 for the fiscal year ended March 31, 2023.
We had $29,000 in other income, net for the fiscal year ended March 31, 2024, as compared to $61,000 for the fiscal year ended March 31, 2023. Other income, net for the fiscal year ended March 31, 2024 mainly due to the interest income from the bank deposits, offset by share of results of an associate amounting to $3,000.
If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. As of March 31, 2024 and 2023, the allowance for expected credit losses on receivables from customers were $575,000 and $223,000, and the allowance for expected credit losses on receivables from broker-dealers and clearing organizations were $15,000 and nil, respectively.
As of March 31, 2025 and 2024, the Company has evaluated the probable losses on receivables from broker-dealers and clearing organizations are minimal and the allowance for expected credit losses on receivables from broker-dealers and clearing organizations were nil and approximately $15,000, respectively. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses.
The following table sets forth the breakdown of our revenue by our reportable segments for the periods presented: For the years ended March 31, 2023 2022 (in thousands) % of revenue (in thousands) % of revenue Securities brokerage commissions and handling income 74 2 % 1,844 57 % Investment advisory fees 2,515 56 % 728 22 % Corporate consultancy service income 951 21 % - - Asset management income 389 9 % 333 10 % Interest income 27 1 % 351 11 % Referral income 497 11 % - - Total 4,453 100 % 3,256 100 % -97- Revenue from securities brokerage commissions and handling income decreased by $1,770,000, or 96%, to $74,000 for the fiscal year ended March 31, 2023 from $1,844,000 for the fiscal year ended March 31, 2022.
The following table sets forth the breakdown of our revenue by our reportable segments for the periods presented: For the years ended March 31, 2025 2024 (in thousands) % of revenue (in thousands) % of revenue Securities and brokerage commissions and handling income 95 3 % 51 1 % Investment advisory fees 1,025 36 % 2,860 67 % Corporate consultancy service income 999 36 % 120 3 % Asset management income 655 23 % 871 20 % Virtual assets transaction income 15 1 % - - Interest income 30 1 % 128 3 % Referral income - - 261 6 % Total 2,819 100 % 4,291 100 % -83- ● Revenue from securities brokerage commissions and handling income increased by $44,000, or 86%, to $95,000 for the fiscal year ended March 31, 2025 from $51,000 for the fiscal year ended March 31, 2024.
Investment advisory services accounted for 56% of our total revenue for the fiscal year ended March 31, 2023, as compared to 22% for the fiscal year ended March 31, 2022. We began to provide such services in October 2021. Revenue from corporate consultancy service income of $951,000 were first recognized for the fiscal year ended March 31, 2023.
We began to provide such services in October 2021. ● Revenue from corporate consultancy service income increased by $879,000, or 733% to $999,000 for the fiscal year ended March 31, 2025 from $120,000 for the fiscal year ended March 31, 2024.
The Company concludes that each monthly investment advisory service is both (1) distinct and (2) it meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month.
In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the customers is substantially similar for each month, even though the exact volume of services may vary.
These operating segments are monitored and strategic decisions are made on the basis of segmental profit margins. -91- Results of Operations Comparison of Years Ended March 31, 2024, 2023 and 2022 Year Ended March 31 Increase (Decrease) For Year Ended March 31 2024 2023 2022 2024 and 2023 2023 and 2022 $’000 $’000 $’000 $’000 % $’000 % Revenues Securities brokerage commissions and handling income 51 74 1,844 (23 ) (31 )% (1,770 ) (96 )% Investment advisory fees 2,860 2,515 728 345 14 % 1,787 245 % Corporate consultancy service income 120 951 - (831 ) (87 )% 951 100 % Asset Management income - related parties 871 389 333 482 124 % 56 17 % Interest income 128 27 351 101 374 % (324 ) (92 )% Referral income 261 497 - (236 ) (47 )% 497 100 % Total revenues 4,291 4,453 3,256 (162 ) (4 )% 1,197 37 % Expenses Marketing and promotion expense 927 444 703 483 109 % (259 ) (37 )% Commission and handling expenses 15 7 1,370 8 114 % (1,363 ) (99 )% Professional fee 774 371 199 403 109 % 172 86 % Information technology expenses 383 439 332 (56 ) (13 )% 107 32 % Office expenses 342 227 231 115 51 % (4 ) (2 )% Allowance for expected credit losses 854 18 99 836 4,644 % (81 ) (82 )% Employee benefits expenses 5,043 1,289 944 3,754 291 % 345 37 % Interest expenses - - 229 - - (229 ) (100 )% Share of results of an associate 3 - - 3 100 % - - Other general and administrative expenses 383 370 325 13 4 % 45 14 % Total expenses 8,724 3,165 4,432 5,559 176 % (1,267 ) (29 )% (Loss) Income from operations (4,433 ) 1,288 (1,176 ) (5,721 ) (444 )% 2,464 210 % Other income Interest income 29 - 1 29 100 % (1 ) (100 )% Other income 3 61 196 (58 ) (95 )% (135 ) (69 )% Total other income 32 61 197 (29 ) (48 )% (136 ) (69 )% (Loss) Income before income tax expense (4,401 ) 1,349 (979 ) (5,750 ) (426 )% 2,328 238 % Income tax expense 155 - - 155 100 % - - Net (loss) income (4,556 ) 1,349 (979 ) (5,905 ) (438 )% 2,328 238 % Other comprehensive loss Foreign currency translation adjustment 16 (8 ) (5 ) 24 300 % (3 ) (60 )% Total comprehensive (loss) income (4,540 ) 1,341 (984 ) (5,881 ) (439 )% 2,325 236 % Basic and diluted net (loss) income per share (0.33 ) 0.11 (0.09 ) (0.44 ) (400 )% 0.20 222 % Weighted average number of shares outstanding - basic and diluted 13,724,658 12,000,000 10,364,300 1,724,658 14 % 1,635,700 16 % -92- Year ended March 31, 2024 Securities related services segment Investment advisory services segment Asset management services segment Corporate consultancy services segment Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 312 2,860 871 120 - 4,163 Revenues - interest income 128 - - - - 128 Total revenues 440 2,860 871 120 - 4,291 Commission and handling expenses (15 ) - - - - (15 ) General and administrative expenses (387 ) - 52 - (1,517 ) (1,852 ) Marketing and promotion expenses - - - - (927 ) (927 ) Allowance for expected credit losses (364 ) (21 ) (59 ) - (410 ) (854 ) Depreciation of property and equipment - - - - (23 ) (23 ) Amortization of intangible assets - - - - (7 ) (7 ) Employee benefits expenses - - - - (5,043 ) (5,043 ) Share of results of an associate - - - - (3 ) (3 ) Total expenses (766 ) (21 ) (7 ) - (7,930 ) (8,724 ) Interest income - - - - 29 29 Other income - - - - 3 3 Total other income - - - - 32 32 (Loss) income before income tax expense (326 ) 2,839 864 120 (7,898 ) (4,401 ) Year ended March 31, 2023 Securities related services segment Investment advisory services segment Asset management services segment Corporate consultancy services segment Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 571 2,515 389 951 - 4,426 Revenues - interest income 27 - - - - 27 Total revenues 598 2,515 389 951 - 4,453 Commission and handling expenses (7 ) - - - - (7 ) General and administrative expenses (493 ) (2 ) (1 ) - (893 ) (1,389 ) Marketing and promotion expenses (6 ) (108 ) - - (330 ) (444 ) Allowance for expected credit losses (18 ) - - - - (18 ) Depreciation of property and equipment - - - - (18 ) (18 ) Employee benefits expenses - - - - (1,289 ) (1,289 ) Total expenses (524 ) (110 ) (1 ) - (2,530 ) (3,165 ) Other income - - 1 - 60 61 Income (loss) before income tax expense 74 2,405 389 951 (2,470 ) 1,349 -93- Year ended March 31, 2022 Securities related services segment Investment advisory services segment Asset management services segment Corporate Total $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 1,844 728 333 - 2,905 Revenues - interest income 351 - - - 351 Total revenues 2,195 728 333 - 3,256 Commission and handling expenses (1,370 ) - - - (1,370 ) General and administrative expenses (408 ) - (35 ) (625 ) (1,068 ) Marketing and promotion expenses (40 ) (446 ) (195 ) (22 ) (703 ) Allowance for expected credit losses (99 ) - - - (99 ) Depreciation of property and equipment - - - (19 ) (19 ) Employee benefits expenses - - - (944 ) (944 ) Interest expenses (229 ) - - - (229 ) Total expenses (2,146 ) (446 ) (230 ) (1,610 ) (4,432 ) Other income 15 - 4 177 196 Interest income - - - 1 1 Total other income 15 - 4 178 197 Income (loss) before income tax expense 64 282 107 (1,432 ) (979 ) Comparison of the years ended March 31, 2024 and 2023 Revenue.
As of March 31, 2025, we had reorganized our reportable segments, which included (i) Corporate Finance Services, (ii) Wealth Management Services, (iii) Asset Management Services and (iv) Virtual Assets Services, by: (a) rebranding the former “Corporate Consultancy Services” as “Corporate Finance Services”; (b) combining the former “Securities Related Services” and “Investment Advisory Services” into a single segment, “Wealth Management Services”; and (c) introducing a new segment, “Virtual Assets Services.” While this segment reorganization allows for better alignment with our strategic focus, it does not represent fundamental shifts in our core business operations, except for the introduction of virtual assets services. -80- Results of Operations Comparison of Years Ended March 31, 2025, 2024 and 2023 Year Ended March 31 Increase (Decrease) For Year Ended March 31 2025 2024 2023 2025 and 2024 2024 and 2023 $’000 $’000 $’000 $’000 % $’000 % Revenues Securities and virtual assets brokerage commissions and handling income 110 51 74 59 116 % (23 ) (31 )% Investment advisory fees 1,025 2,860 2,515 (1,835 ) (64 )% 345 14 % Corporate consultancy service income 999 120 951 879 733 % (831 ) (87 )% Asset Management income - related parties 655 871 389 (216 ) (25 )% 482 124 % Interest income 30 128 27 (98 ) (77 )% 101 374 % Referral income - 261 497 (261 ) (100 )% (236 ) (47 )% Total revenues 2,819 4,291 4,453 (1,472 ) (34 )% (162 ) (4 )% Expenses Marketing and promotion expenses 1,006 927 444 79 9 % 483 109 % Commission and handling expenses 474 15 7 459 3,060 % 8 114 % Professional fee 4,669 774 371 3,895 503 % 403 109 % Information technology expenses 749 383 439 366 96 % (56 ) (13 )% Office expenses 888 342 227 546 160 % 115 51 % Insurance 137 86 13 51 59 % 73 562 % Public relations expenses 271 92 - 179 195 % 92 100 % Employee benefits expenses 2,290 5,043 1,289 (2,753 ) (55 )% 3,754 291 % General and administrative expenses 969 205 357 764 373 % (152 ) (43 )% (Reversal of) provision for expected credit losses (502 ) 854 18 (1,356 ) (159 )% 836 4,644 % Total expenses 10,951 8,721 3,165 2,230 26 % 5,556 176 % (Loss) Income from operations (8,132 ) (4,430 ) 1,288 (3,702 ) 84 % (5,718 ) (444 )% Other (expenses) income Interest income 46 29 - 17 59 % 29 100 % Other income 16 3 61 13 433 % (58 ) (95 )% Interest expenses (5 ) - - (5 ) (100 )% - - Share of results of an associate (54 ) (3 ) - (51 ) (1,700 )% (3 ) (100 )% Loss on disposal of an associate (100 ) - - (100 ) (100 )% - - Impairment loss of long-term investments, net (290 ) - - (290 ) (100 )% - - Total other (expenses) income, net (387 ) 29 61 (416 ) (1,434 )% (32 ) (52 )% (Loss) Income before income tax expense (8,519 ) (4,401 ) 1,349 (4,118 ) 94 % (5,750 ) (426 )% Income tax expense 19 155 - (136 ) (88 )% 155 100 % Net (loss) income (8,538 ) (4,556 ) 1,349 (3,982 ) 87 % (5,905 ) (438 )% Other comprehensive (loss) income Foreign currency translation adjustment 33 16 (8 ) 17 106 % 24 300 % Total comprehensive (loss) income (8,505 ) (4,540 ) 1,341 (3,965 ) 87 % (5,881 ) (439 )% Basic and diluted net (loss) earnings per share (0.53 ) (0.33 ) 0.11 (0.2 ) 61 % (0.44 ) (400 )% Weighted average number of shares outstanding - basic and diluted 16,127,380 13,724,658 12,000,000 2,402,722 18 % 1,724,658 14 % -81- Year ended March 31, 2025 Corporate Finance services segment Wealth management services segment Asset management services segment Virtual assets services segment Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 999 1,120 655 15 - 2,789 Revenues - interest income - 30 - - - 30 Total revenues 999 1,150 655 15 - 2,819 Sales and marketing expenses (451 ) (23 ) - - (1,006 ) (1,480 ) Employee benefits expenses - - - - (2,290 ) (2,290 ) Depreciation and amortization - - - - (99 ) (99 ) General and administrative expenses (70 ) (846 ) (38 ) (180 ) (6,450 ) (7,584 ) Reversal of (provision for) expected credit losses (2 ) 36 58 - 410 502 Total expenses (523 ) (833 ) 20 (180 ) (9,435 ) (10,951 ) Interest income - - - - 46 46 Other income - - - - 16 16 Interest expenses - - - - (5 ) (5 ) Share of results of an associate - - - - (54 ) (54 ) Loss on disposal of an associate - - - - (100 ) (100 ) Impairment loss of long-term investments - - - - (290 ) (290 ) Total other expenses, net - - - - (387 ) (387 ) Income (loss) before income tax expense 476 317 675 (165 ) (9,822 ) (8,519 ) Year ended March 31, 2024 Corporate finance services segment Wealth management services segment Asset management services segment Virtual assets services segment Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 120 3,172 871 - - 4,163 Revenues - interest income - 128 - - - 128 Total revenues 120 3,300 871 - - 4,291 Sales and marketing expenses - (15 ) - - (927 ) (942 ) Employee benefits expenses - - - - (5,043 ) (5,043 ) Depreciation and amortization - - - - (30 ) (30 ) General and administrative expenses - (387 ) 52 - (1,517 ) (1,852 ) Provision for expected credit losses - (385 ) (59 ) - (410 ) (854 ) Total expenses - (787 ) (7 ) - (7,927 ) (8,721 ) Interest income - - - - 29 29 Other income - - - - 3 3 Share of results of an associate - - - - (3 ) (3 ) Total other income, net - - - - 29 29 Income (loss) before income tax expense 120 2,513 864 - (7,898 ) (4,401 ) -82- Year ended March 31, 2023 Corporate finance services segment Wealth management services segment Asset management services segment Virtual assets services segment Corporate Total $’000 $’000 $’000 $’000 $’000 $’000 Revenues - excluding interest income 951 3,086 389 - - 4,426 Revenues - interest income - 27 - - - 27 Total revenues 951 3,113 389 - - 4,453 Sales and marketing expenses - (121 ) - - (330 ) (451 ) Employee benefits expenses - - - - (1,289 ) (1,289 ) Depreciation of property and equipment - - - - (18 ) (18 ) General and administrative expenses - (495 ) (1 ) - (893 ) (1,389 ) Provision for expected credit losses - (18 ) - - - (18 ) Total expenses - (634 ) (1 ) - (2,530 ) (3,165 ) Other income - - 1 - 60 61 Income (loss) before income tax expense 951 2,479 389 - (2,470 ) 1,349 Comparison of the years ended March 31, 2025 and 2024 Revenue.
Net cash provided by financing activities was $1,460,000 for the fiscal year ended March 31, 2022, mainly consisted of proceeds from shareholders’ contribution in the amount of $1,520,000, offset by advance to related parties in the amount of $64,000. Capital Expenditures We did not incur any capital expenditure for the fiscal years ended March 31, 2024, 2023 and 2022.
Financing Activities Net cash provided by financing activities was $2,376,000 for the fiscal year ended March 31, 2025, representing proceeds from shareholders’ contribution in the amount of $1,000,000, advance from directors in the amount of $942,000 and proceeds from other borrowings in the amount of $420,000.
As a percentage of revenue, general and administrative expenses decreased to 32% for the fiscal year ended March 31, 2023 from 33% for the fiscal year ended March 31, 2022. -98- The following table sets forth the breakdown of our general and administrative expenses by our reportable segments for the periods presented: For the years ended March 31, 2023 2022 (in thousands) % of general and administrative expenses (in thousands) % of general and administrative expenses Securities related services 493 - 408 - Investment advisory services 2 - - - Asset management services 1 - 35 - Corporate – unallocated 911 100 % 644 100 % Total 1,407 100 % 1,087 100 % General and administrative expenses from securities related services consist primarily of information technology expenses and market data expenses.
The following table sets forth the breakdown of our general and administrative expenses by our reportable segments for the periods presented: For the years ended March 31, 2025 2024 (in thousands) % of general and administrative expenses (in thousands) % of general and administrative expenses Corporate finance Services 70 - - - Wealth Management Services 846 - 387 - Asset Management Services 38 - (52 ) - Virtual Assets Services 180 - - - Corporate – unallocated 6,549 100 % 1,547 100 % Total 7,683 100 % 1,882 100 % General and administrative expenses from wealth management services consist primarily of information technology expenses.
Operating segments are reported in a manner consistent with the internal reporting provided to management for decision making.
Hong Kong does not impose a withholding tax on dividends. Our Reportable Segments Operating segments are reported in a manner consistent with the internal reporting provided to management for decision making. These operating segments are monitored and strategic decisions are made on the basis of segmental profit margins.
Marketing and promotion expenses – Our marketing and promotion expenses consist primarily of referral fees and advertising. Our marketing and promotion expenses decreased by $259,000, or 37%, from $703,000 for the fiscal year ended March 31, 2022, to $444,000 for the fiscal year ended March 31, 2023.
Our marketing and promotion expenses increased by $79,000, or 9%, to $1,006,000 for the fiscal year ended March 31, 2025, from $927,000 for the fiscal year ended March 31, 2024.
Liquidity and Capital Resources As of March 31, 2024, we had cash and cash equivalents of $2,140,000 and cash segregated for regulatory purpose of $5,111,000. To date, we have financed our operations primarily through net cash flow from operations and the financing ability of existing shareholders.
Liquidity and Capital Resources As of March 31, 2025 cash and cash equivalents increased to $3.84 million, from $2.14 million as of March 31, 2024. To date, we have financed our operations primarily through a combination of net cash flows generated from operations, and equity and debt financings provided by investors and the Company’s major shareholders.
For the fiscal year ended March 31, 2022, the net loss of $979,000, increase of $110,000 in receivables from brokers-dealers and clearing organizations, and decrease of $4,690,000 in payables to customers, were the primary drivers of the cash used in operating activities.
For the fiscal year ended March 31, 2025, the operating loss before working capital changes of $5,211,000, offset by the decrease of $2,770,000 in receivables from customers and the decrease of $999,000 in prepaid expenses and other current assets, were the primary drivers of the cash used in operating activities.
Interest income accounted for 1% of total revenue for the year ended March 31, 2023, compared to 11% for the year ended March 31, 2022. For the fiscal year ended March 31, 2023, we had referral income of $497,000 by referring investors to our corporate customers or brokers for IPO subscriptions in oversea market.
Interest income accounted for 1% of total revenue for the year ended March 31, 2025, compared to 3% for the year ended March 31, 2024. ● We did not have referral income for the fiscal year ended March 31, 2025, compared to $261,000 referral income for the fiscal year ended March 31, 2024.
Such decrease was mainly due to decrease in commission and handling expenses for the fiscal year ended March 31, 2023.
Such increase was mainly due to increase in general and administrative expenses, marketing and promotion expenses and professional fee for the fiscal year ended March 31, 2025. ● Marketing and promotion expenses – Our marketing and promotion expenses consist primarily of advertising and other promotional activities.
As a percentage of revenue from securities brokerage, commission and handling expenses decreased from 74% for the fiscal year ended March 31, 2022 to 9% for the fiscal year ended March 31, 2023.
As a percentage of revenue from securities brokerage, brokerage commission and handling expenses increased to 24% for the fiscal year ended March 31, 2025 from 29% for the fiscal year ended March 31, 2024; (ii) $451,000 in referral fees paid to third-party for successfully introducing new corporate clients for corporate consultancy or financial advisory services.
General and administrative expenses – Our general and administrative expenses consist primarily of information technology expenses, professional fees, insurance, office leases, general office expenses and depreciation of property and equipment. Our general and administrative expenses increased by $320,000, or 29% from $1,087,000 for the fiscal year ended March 31, 2022 to $1,407,000 for the fiscal year ended March 31, 2023.
This decrease was mainly due to the implementation of the 2023 Equity Incentive Plan under which 1,500,000 ordinary shares were issued to employees as share rewards for the fiscal year ended March 31, 2024 and no such award was issued to the employees for the fiscal year ended March 31, 2025. ● General and administrative expenses – Our general and administrative expenses consist primarily of depreciation of property and equipment, amortization of intangible assets, professional fee, information technology expenses, office leases, insurance, public investor expenses and general office expenses.
Such increase was primarily due to diversification of business in launching corporate consultancy service and referral of business partners. Corporate consultancy service income accounted for 21% of our total revenue for the fiscal year ended March 31, 2023. We began to provide such services in December 2021.
The increase was primarily driven by the acquisition of new clients and growing interest from corporate clients seeking to list in the U.S. market. Corporate consultancy service income accounted for 36% of our total revenue for the fiscal year ended March 31, 2025, as compared to 3% for the fiscal year ended March 31, 2024.
We acted as agent and earned referral income in a percentage of subscription amount stipulated in the agreement. Referral income accounted for 11% of total revenue for the year ended March 31, 2023. No such income was derived in the fiscal year March 31, 2022. Expenses .
The referral income was generated by referring investors to our corporate customers or brokers for IPO subscriptions in oversea markets. We acted as an agent and earned referral income in a percentage of subscription amount stipulated in the agreement.
Other unallocated general and administrative expenses from corporate increased by $267,000, or 41% from $644,000 for the fiscal year ended March 31, 2022 to $911,000 for the fiscal year ended March 31, 2023. Such increase was mainly due to the audit fee of $299,000 incurred for the preparation of this initial public offering.
Other unallocated general and administrative expenses from corporate increased by $5,002,000, or 323% to $6,549,000 for the fiscal year ended March 31, 2025 from $1,547,000 for the fiscal year ended March 31, 2024. Such increase was mainly due to (i) share-based compensation under which 480,000 ordinary shares were issued to a consultant as share rewards.
As a result of the foregoing, we recorded income from operations of $1,288,000 for the fiscal year ended March 31, 2023, compared to loss from operation of $1,176,000 for the fiscal year ended March 31, 2022, an increase of $2,464,000 or 210%. Total other income .
Loss from operations increased to $8,132,000 for the fiscal year ended March 31, 2025, from $4,430,000 for the fiscal year ended March 31, 2024, an increase of $3,702,000 or 84%. Other (Expenses) Income, net.
For the fiscal years ended March 31, 2024, 2023 and 2022, the corporate consultancy services segment accounted for 3%, 21% and 0% of our consolidated revenues, respectively. ● Asset Management Services .
Percentages of Total Revenues For the Years ended March 31, 2025 2024 2023 Corporate finance Services 36 % 3 % 21 % Wealth Management Services 40 % 77 % 70 % Asset Management Services 23 % 20 % 9 % Virtual Assets Services 1 % - - Total 100 % 100 % 100 % Expenses.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In addition, our board of directors may, by the affirmative vote of a simple majority of the directors present and voting at a board meeting appoint any person as a director either to fill a casual vacancy on our board or as an addition to the existing board.
In addition, our board of directors may, by the affirmative vote of a simple majority of the directors present and voting at a board meeting appoint any person as a director either to fill a casual vacancy on our board or as an addition to the existing board.
Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or otherwise are removed from office by ordinary resolution of the shareholders.
Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or otherwise are removed from office by ordinary resolution of the shareholders.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for the Company’s chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of the Company’s non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. -111- Nominating and Corporate Governance Committee The nominating and corporate governance committee consists of three directors, namely, Wing Yan Ho, Cha Hwa Chong and Ho Kuen Tam, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Section 5605 of the Nasdaq Marketplace Rules.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for the Company’s chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of the Company’s non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. -101- Nominating and Corporate Governance Committee The nominating and corporate governance committee consists of three directors, namely, Wing Yan Ho, Cha Hwa Chong and Ho Kuen Tam, each of whom satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Section 5605 of the Nasdaq Marketplace Rules.
A director will cease to be a director if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the amended and restated memorandum and articles of association.
A director will cease to be a director if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the memorandum and articles of association.
Following a declaration being made, subject to any separate requirement for Audit Committee approval under applicable law or the rules and regulations of the Nasdaq and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. -110- Board Committees We have established an audit committee, a compensation committee and a nominating and corporate governance committee of Solowin’s board of directors.
Following a declaration being made, subject to any separate requirement for Audit Committee approval under applicable law or the rules and regulations of the Nasdaq and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. -100- Board Committees We have established an audit committee, a compensation committee and a nominating and corporate governance committee of Solowin’s board of directors.
He earned his Bachelor of Science in Finance from City University of Hong Kong. -108- There is no arrangement or understanding with any major shareholders, customers, suppliers or others, pursuant to which any person named above was selected as a director or member of senior management. No family relationship exists between any of the persons named above. B.
He earned his Bachelor of Science in Finance from City University of Hong Kong. -98- There is no arrangement or understanding with any major shareholders, customers, suppliers or others, pursuant to which any person named above was selected as a director or member of senior management. No family relationship exists between any of the persons named above. B.
Unless otherwise provided in the Plan or otherwise determined by the Administrator, all awards under the Plan are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. -109- Term of the Plan.
Unless otherwise provided in the Plan or otherwise determined by the Administrator, all awards under the Plan are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. -99- Term of the Plan.
The Administrator has the authority to determine the specific terms and conditions of all awards granted under the Plan, including, without limitation, the number of Ordinary Shares subject to each award, the price to be paid for the award and the applicable vesting criteria.
The Administrator has the authority to determine the specific terms and conditions of all awards granted under the Plan, including, without limitation, the number of Class A Ordinary Shares subject to each award, the price to be paid for the award and the applicable vesting criteria.
None of the directors or executive officers received any equity awards, including, options, restricted shares or other equity incentives in the year ended March 31, 2024.
None of the directors or executive officers received any equity awards, including, options, restricted shares or other equity incentives in the year ended March 31, 2025.
Compensation For the fiscal year ended March 31, 2024, the aggregate cash compensation and benefits that we paid to the executive officers were approximately $0.53 million, and we did not pay any compensation separately to the employee directors for their services as directors of Solowin and HK Subsidiaries.
Compensation For the fiscal year ended March 31, 2025, the aggregate cash compensation and benefits that we paid to the executive officers were approximately $0.64 million, and we did not pay any compensation separately to the employee directors for their services as directors of Solowin and HK Subsidiaries.
Share Ownership The following table sets forth information with respect to the beneficial ownership of the Ordinary Shares as of the date of this report by (i) each of the directors and executive officers; (ii) all of the directors and executive officers as a group; and (iii) each person known to us to own beneficially more than 5% of the Ordinary Shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this report by (i) each of the directors and executive officers; (ii) all of the directors and executive officers as a group; and (iii) each person known to us to own beneficially more than 5% of either Class A or Class B Ordinary Shares.
A director will cease to be a director if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the amended and restated memorandum and articles of association. -112- Board Diversity The matrix below summarizes the gender and ethnic diverse attributes on our Board.
A director will cease to be a director if, among other things, the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the memorandum and articles of association.
Employees We had 25, 16 and 17 employees as of March 31, 2024, 2023 and 2022, respectively. As of March 31, 2024, we had a total of 25 full-time employees in Hong Kong to support our business operations.
D. Employees We had 33, 25, and 16 employees as of March 31, 2025, 2024 and 2023, respectively. As of March 31, 2025, we had a total of 33 full-time employees in Hong Kong to support our business operations.
The functions and powers of the board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares of our company, including the registering of such shares in our share register.
The functions and powers of the board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares of our company, including the registering of such shares in our share register. -102- Terms of Directors and Officers Our directors may be appointed by a resolution of our board of directors or by an ordinary resolution of the shareholders.
The following table sets forth the number of our employees by function as of March 31, 2024: Function Number of Employees Percentage Client Onboarding 1 4 % Compliance 1 4 % Finance and Accounting 2 8 % Management 3 12 % Operational Control and Review 2 8 % AML and CTF 1 4 % Risk Management 1 4 % Product R&D 4 16 % Human Resources and Administration 3 12 % Investment and Financing 3 12 % Business development 2 8 % Asset Management 2 8 % Total 25 100 % Solomon JFZ enters into standard labor contracts with its key employees.
The following table sets forth the number of our employees by function as of March 31, 2025: Function Number of Employees Percentage Client Onboarding 2 6 % Compliance 1 3 % Finance and Accounting 2 6 % Management 2 6 % Operational Control and Review 3 10 % AML and CTF 1 3 % Risk Management 1 3 % Product R&D 2 6 % Human Resources and Administration 4 12 % Investment and Financing 6 18 % Business development 4 12 % Asset Management 1 3 % Wealth Management 4 12 % Total 33 100 % Solomon JFZ and Solomon Wealth enter into standard labor contracts with their key employees.
The Plan may be administered by the board or a committee. The Plan is currently being administered by our Compensation Committee as the Administrator of the Plan.
The following paragraphs summarize the principal terms of the Plan: Administration . The Plan may be administered by the board or a committee. The Plan is currently being administered by our Compensation Committee as the Administrator of the Plan.
NAME AGE POSITION Shing Tak Tam 40 Chief Executive Officer and Director Lili Liu 41 Chief Financial Officer Ling Ngai Lok 41 Chairman Tze Bun Cheng 38 Chief Operation Officer Pong Ming Ting 57 Director of Solomon JFZ Wing Yan Ho 43 Independent Director Cha Hwa Chong 58 Independent Director Ho Kuen Tam 49 Independent Director Shing Tak Tam, CFA .
NAME AGE POSITION Ling Ngai Lok 42 Chief Executive Officer and Chairman Lili Liu 42 Chief Financial Officer Tze Bun Cheng 39 Chief Operation Officer Xue Yao 44 Director Pong Ming Ting 57 Director of Solomon JFZ Wing Yan Ho 43 Independent Director Cha Hwa Chong 59 Independent Director Ho Kuen Tam 49 Independent Director Ling Ngai Lok. Mr.
In addition, Solomon JFZ provides medical benefits to the staff. We consider Solomon JFZ’s relations with its employees to be good, and we have never experienced a strike or significant work stoppage. As of the date of this report, Solomon Wealth has no employees. E.
We consider Solomon JFZ and Solomon Wealth’s relations with their employees to be good, and we have never experienced a strike or significant work stoppage. As of the date of this report, Solomon Global has no employees. E.
None of the major shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. -114-
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. -104-
Amount and Nature of Beneficial Ownership (1) Percent of Class (2) Directors and Executive Officers: Shing Tak Tam, Chief Executive Officer and Director 0 * Lili Liu, Chief Financial Officer 0 * Ling Ngai Lok, Chairman (4) 4,080,000 25.53 % Tze Bun Cheng, Chief Operation Officer 0 * Pong Ming Ting, Director of Solomon JFZ 0 * Wing Yan Ho, Independent Director 0 * Ho Kuen Tam, Independent Director 0 * Cha Hwa Chong, Independent Director 0 * All directors and executive officers as a group (8 persons) 4,080,000 25.53 % Other Principal Shareholders: Vulcan Worldwide Holdings Limited (3) 2,960,000 18.52 % Gemini Asia Holdings Limited (4) 4,080,000 25.53 % Fortune Dynasty Global Limited (5) 3,960,000 24.78 % * Less than 1%.
Beneficial Ownership (1) Percent of Percent of Percent of Total Class A Ordinary Shares Class B Ordinary Shares Class A Ordinary Shares (2) Class B Ordinary Shares (3) Voting Shares (4) Directors and Executive Officers: Ling Ngai Lok, Chief Executive Officer and Chairman (5) 0 4,080,000 * 50.7 % 31.5 % Lili Liu, Chief Financial Officer 0 0 * * * Xue Yao, Director (6) 0 3,960,000 * 49.3 % 30.6 % Tze Bun Cheng, Chief Operation Officer 0 0 * * * Pong Ming Ting, Director of Solomon JFZ 0 0 * * * Wing Yan Ho, Independent Director 0 0 * * * Ho Kuen Tam, Independent Director 0 0 * * * Cha Hwa Chong, Independent Director 0 0 * * * All directors and executive officers as a group 0 8,040,000 * 100 % 62.1 % Other Principal Shareholders: Gemini Asia Holdings Limited (5) 0 4,080,000 * 50.7 % 31.5 % FORTUNE DYNASTY GLOBAL LIMITED (6) 0 3,960,000 * 49.3 % 30.6 % Dongbin Chen 3,750,000 0 7.6 % * 2.9 % Cho Lau 3,750,000 0 7.6 % * 2.9 % Yu-Ting Huang 2,515,152 0 5.1 % * 1.9 % Xiaofeng Zhao (7) 3,000,000 0 5.9 % * 0.8 % Xiaofang Guo (8) 3,000,000 0 5.9 % * 0.8 % * Less than 1%.
Xiaohang Zhang, the sole director and sole shareholder, has sole voting and investment power over the shares held by Vulcan Worldwide Holdings Limited. (4) Gemini Asia Holdings Limited is incorporated in the British Virgin Islands. Ling Ngai Lok, the sole director and sole shareholder, has sole voting and investment power over the shares held by Gemini Asia Holdings Limited.
Ling Ngai Lok, our Chief Executive Officer and Chairman, is the sole director and sole shareholder of Gemini Asia Holdings Limited, and has sole voting and investment power over the shares held by Gemini Asia Holdings Limited.
Unless otherwise indicated, the business address of each of the individuals below is Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
Unless otherwise indicated, the business address of each of the individuals below is Room 1910-1912A, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. -103- Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of Class A or Class B Ordinary Shares.
Under the Plan, the maximum aggregate number of Ordinary Shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 5,000,000 Ordinary Shares, which have been reserved for issuance pursuant to the Plan. The following paragraphs summarize the principal terms of the Plan: Administration .
Under the Plan, the maximum aggregate number of Class A Ordinary Shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 5,000,000 Class A Ordinary Shares. As of the date of this report, we have issued 1,980,000 restricted shares under the Plan and no options are outstanding.
In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “ Description of Share Capital—Differences in Corporate Law ” for additional information on our standard of corporate governance under Cayman Islands law.
In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
Cheng has 10 years of experiences in the securities brokerage and investment industry where he mainly focused on financial services, administrative and management functions. Prior to joining Solomon in 2019, he has worked as a RO since 2016 in several securities brokerage companies such as Grand China Securities, Riche Bright Securities and DA International Financial Services. Mr.
Prior to joining Solomon in 2019, he has worked as a RO since 2016 in several securities brokerage companies such as Grand China Securities, Riche Bright Securities and DA International Financial Services. Mr. Cheng graduated with a master’s degree in Accounting & Finance from Kingston University in 2009. -97- Xue Yao.
Ling Ngai Lok. Mr. Lok served as Solowin’s director from July 2021 to June 2022 and Solomon JFZ’s Director since January 2019. On November 28, 2022, Mr. Lok was re-appointed as director and became Chairman of Solowin on November 29, 2022.
Lok has served as Solowin’s Chief Executive Officer since March 2025 and the Chairman of the Board of Solowin since November 2022. He previously served as Solowin’s director from July 2021 to June 2022 and Solomon JFZ’s director since January 2019.
(5) Fortune Dynasty Global Limited is incorporated in the Republic of Seychelles. Xue Yao, the sole director and sole shareholder, has sole voting and investment power over the shares held by FORTUNE DYNASTY GLOBAL LIMITED. As of the date of this report, to our knowledge, none of the outstanding Ordinary Shares are held in the United States.
Xue Yao, a director of Solowin, is the sole director and sole shareholder of Fortune Dynasty Global Limited , and has sole voting and investment power over the shares held by FORTUNE DYNASTY GLOBAL LIMITED.
Liu served as an Operation Manager in ATM Business Department of JiangSu HengBao Co., LTD., a company listed on the Shenzhen Stock Exchange. Ms. Liu obtained her master’s degree in Economics from University of International Business and Economics in Beijing in 2007. She further obtained a second master’s degree in financial engineering in City University of Hong Kong in 2021.
Liu obtained her master’s degree in economics from the University of International Business and Economics in Beijing in 2007. She further obtained a second master’s degree in financial engineering from the City University of Hong Kong in 2021. She is currently a chartered member of the CFA Institute. Tze Bun Cheng . Mr.
Mr. Tam has served as Solowin’s Chief Executive Officer and director since June 2022 and Solomon JFZ’s Director since July 2019 and Responsible Officer since September 2019. Mr. Tam is mainly responsible for Solomon JFZ’s Overall Management Oversight and formulating overall business strategies. Mr. Tam has over 15 years of experiences in the securities brokerage industry.
Cheng has served as Solomon JFZ’s Operation Director since December 2019 and Solowin’s Chief Operation Officer since June 2022. Mr. Cheng has 10 years of experiences in the securities brokerage and investment industry where he mainly focused on financial services, administrative and management functions.
He has been the Fund Director in Solomon Capital Fund SPC since March 2019, oversees operation of the SPC Fund and review and evaluate the performance of the fund. Mr.
He has been the fund director of Solomon Capital Fund SPC since March 2019, overseeing the operation of the SPC Fund and reviewing and evaluating the performance of the fund. Mr. Lok’s expertise in finance, fund management, capital markets, and fund-raising, has been instrumental in driving the Company’s capital growth. Lili Liu, CFA. Ms.
The labor contract with its key personnel typically includes a confidentiality covenant that requires employees to protect its confidential information during and after their employment. -113- None of Solomon JFZ’s employees are subject to collective bargaining agreements. As required by laws and regulations in Hong Kong, Solomon JFZ contributed to MPF under the Hong Kong Mandatory Provident Fund Schemes Ordinance.
Such labor contracts typically include a confidentiality covenant that requires employees to protect the employer’s confidential information during and after their employment. None of Solomon JFZ or Solomon Wealth’s employees are subject to collective bargaining agreements.
Terms of Directors and Officers Our directors may be appointed by a resolution of our board of directors or by an ordinary resolution of the shareholders.
Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to awards granted prior to the date of such termination. C. Board Practices Terms of Directors and Executive Officers Our directors may be appointed by a resolution of our board of directors or by an ordinary resolution of the shareholders.
For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. (2) A total of 15,980,000 Ordinary Shares are considered to be issued and outstanding pursuant to SEC Rule 13d-3(d)(1) as of the date of this report. (3) Vulcan Worldwide Holdings Limited is incorporated in the British Virgin Islands.
For each beneficial owner above, securities exercisable for, convertible into or exchangeable for, Class A Ordinary Shares within 60 days have been included in the denominator. (2) Base on 49,046,060 Class A Ordinary Shares issued and outstanding as of the date of this report. Holders of Class A Ordinary Shares are entitled to one (1) vote per share.
Ms Liu has served as Solowin’s Chief Financial Officer since June 2022 and Solomon JFZ’s Chief Financial Officer since November 2021. She is mainly responsible for Solomon JFZ’s financial and internal control. Her expertise spans finance and risk management, public and private transactions including IPOs, M&A, private placement and follow-on offerings in the US and HK capital markets.
Liu has served as Solowin’s Chief Financial Officer since June 2022 and as the Secretary of the Company since December 2023. She has also been the Chief Financial Officer of Solomon JFZ since November 2021, mainly responsible for financial management and internal control. Ms. Liu has over 10 years of experience in investment banking, corporate finance, and financial services.
Prior to joining us, Ms. Liu has served as the Risk Manager and Internal Audit Manager of Shenzhen Huihua Jincheng Asset Management Co., Ltd, a private equity firm from 2017 to 2019. From 2011 to 2016, Ms.
Prior to joining Solomon JFZ in 2021, Ms. Liu served as the Risk Manager and Internal Audit Manager at a private equity firm for two years, and as the Chief Financial Officer of a large-scale construction company for over five years. Ms.
Removed
Prior to joining Solomon JFZ (Asia) Holdings Limited in 2019, he worked in several major securities brokerage firms, i.e., Bright Smart Securities, Sun Hung Kai Investment Services and Zhongtai International Securities Limited. His expertise includes the functions of securities dealer, compliance, risk management, asset management, research and advisory services activities. Mr.
Added
Ms Yao has served as a director of Solomon JFZ from October 2022 to April 2025 and the Managing Director of Solomon Wealth since August 2024. At Solomon JFZ and Solomon Wealth, Ms. Yao has been responsible for setting their strategic direction and overseeing their business performance. Since March 2019, Ms.
Removed
Tam graduated from the City University of Hong Kong in 2008 with a Bachelor of Business Administration. He is currently a chartered member of the CFA Institute and The Chartered Institute for Securities & Investment in the UK. Lili Liu.
Added
Xue has been a fund director of Solomon Capital Fund SPC, in which Solomon JFZ acts as the investment manager and Ms. Xue oversees fund operations, evaluates performance, and ensures compliance with applicable regulations. Ms. Yao has over 15 years of experience in investment banking, corporate finance, and private equity in small and mid-cap markets.
Removed
Liu served as the Chief Financial Officer at Henan Guangyuan Landscape Co., Ltd, a construction company in Henan Province in China, where she was mainly responsible for the financial management and internal control. From 2007 to 2009, Ms.
Added
Prior to joining Solomon JFZ, Ms. Yao worked as the Finance Director at Followme Technology Limited where her duties included financial control, overseeing business operations, and developing business plans. Ms. Yao obtained her EMBA in China Europe International Business School in 2023. Pong Ming Ting, MBA, FCPA, FCCA . Mr. Ting has served as Solomon JFZ’s director since May 2021.
Removed
He has been the General Partner in Grow World LPF since February 2021 and Grow World II LPF since March 2021. He oversees operation of the LPF, including engaging Fund Administrator, Fund Managers and Custodian.
Added
As required by laws and regulations in Hong Kong, Solomon JFZ and Solomon Wealth contribute to MPF under the Hong Kong Mandatory Provident Fund Schemes Ordinance. In addition, Solomon JFZ and Solomon Wealth provide medical benefits to the staff.
Removed
Lok’s expertise is in the area of Finance, Fund Management, Capital Market and fund-raising, this contributes significantly to the growth of Solomon in terms of capital. -107- Tze Bun Cheng . Mr. Cheng has served as Solomon JFZ’s Operation Director since December 2019 and Solowin’s Chief Operation Officer since June 2022. Mr.
Added
Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.
Removed
Cheng graduated with a master’s degree in Accounting & Finance from Kingston University in 2009. Pong Ming Ting, MBA, FCPA, FCCA . Mr. Ting has served as Solomon JFZ’s director since May 2021.
Added
(3) Based on 8,040,000 Class B Ordinary Shares issued and outstanding as of the date of this report. Holders of Class B Ordinary Shares are entitled to ten (10) votes per share.
Removed
Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to awards granted prior to the date of such termination. All of the restricted shares vested immediately upon the grant date.
Added
Class B Ordinary Shares are convertible into Class A Ordinary Shares on a 1:1 basis as follows: (i) at the option of the holder of Class B Ordinary Shares without the payment of additional consideration, and (ii) automatically upon any sale, transfer, assignment or disposition of Class B Ordinary Shares to a person or entity which is not an affiliate of such holder.
Removed
As of the date of this report, we have issued 1,980,000 restricted shares under the Plan and no options to purchase ordinary shares are outstanding. C. Board Practices Terms of Directors and Executive Officers Our directors may be appointed by a resolution of our board of directors or by an ordinary resolution of the shareholders.
Added
(4) Percentage of Total Voting Shares represents total ownership with respect to all Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding, which vote together as a single class on all matters.
Removed
Board Diversity Matrix (as of the date of this report) Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 D.
Added
Warrants, or other securities exercisable for, convertible into or exchangeable for Ordinary Shares, are not included in calculating the Percentage of Total Voting Shares for the beneficial owners. (5) Gemini Asia Holdings Limited is incorporated in the British Virgin Islands.
Added
The address of the registered office of Gemini Asia Holdings Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (6) Fortune Dynasty Global Limited is incorporated in the Republic of Seychelles.
Added
The address of the registered office of Fortune Dynasty Global Limited is Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Seychelles. (7) Includes 1,000,000 Class A Ordinary Shares, and warrants to purchase 2,000,000 Class A Ordinary Shares, exercisable from June 9, 2025 to June 9, 2028.
Added
(8) Includes 1,000,000 Class A Ordinary Shares, and warrants to purchase 2,000,000 Class A Ordinary Shares, exercisable from June 9, 2025 to June 9, 2028. Except for the Class B Ordinary Shares held by Gemini Asia Holdings Limited and Fortune Dynasty Global Limited , none of the major shareholders have different voting rights from other shareholders.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

7 edited+3 added−1 removed1 unchanged
These balances are non-trade in nature except for $220,000 (as of March 31, 2023: $309,000) represented asset management income receivables as of March 31, 2024. See also Item 6 “Directors, Senior Management and Employees-B. Compensation.” C. Interests of Experts and Counsel Not applicable.
These balances are non-trade in nature except for approximately $46,000 and $220,000 represented asset management income receivables as of March 31, 2025 and 2024, respectively. See also Item 6 “Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable.
Material Transactions with Related Parties The relationship and the nature of related party transactions are summarized as follows: Nature of relationships with related parties Name Relationship with the Company Grow World LPF Entity controlled by Mr. Lok and Ms. Yao Grow World II LPF Entity controlled by Mr. Lok and Ms. Yao Solomon Capital Fund SPC Entity controlled by Mr.
Material Transactions with Related Parties The relationship and the nature of related party transactions are summarized as follows: Nature of relationships with related parties Name Relationship with the Company Grow World LPF (note a) Entity controlled by Mr. Lok and Ms. Yao Grow World II LPF Entity controlled by Mr. Lok and Ms.
Lok Amount due from a director - 28 Mr. Lok Amount due to a director (3 ) - Ms. Yao Amount due to a related party (6 ) (6 ) Amounts due from (to) related parties and directors are unsecured, non-interest bearing and repayable on demand.
Lok Amount due to a director (382 ) (3 ) Ms. Yao Amount due to a director (569 ) - Total amount due to directors (951 ) (3 ) Ms. Yao Amount due to a related party - (6 ) Amounts due from (to) related parties and directors are unsecured, non-interest bearing and repayable on demand.
Lok Expense for referral of customers (included in general and administrative expenses) - 64 - Mr. Tam Expense for referral of customers (included in general and administrative expenses) - 6 10 Ms.
Lok Expense for referral of customers (included in general and administrative expenses) - - 64 Mr.
Tam”) Chief Executive Officer and director of the Company Related parties’ transactions For the years ended March 31, Name Nature 2024 2023 2022 $’000 $’000 $’000 Grow World LPF Asset management income 10 40 - Solomon Capital Fund SPC Asset management income 815 349 333 Grow World II LPF Asset management income 46 - - Total asset management income 871 389 333 Solomon Capital Asset Management Limited Expense for referral of customers (included in general and administrative expenses) - - 59 Tuoyin Technology Limited Expense for referral of customers (included in general and administrative expenses) - - 136 Tek Fong Group Limited Expense for referral of customers (included in general and administrative expenses) - 45 - Mr.
Related parties’ transactions For the years ended March 31, Name Nature 2025 2024 2023 $’000 $’000 $’000 Grow World LPF Asset management income 1 10 40 Grow World II LPF Asset management income 127 46 - Solomon Capital Fund SPC Asset management income 527 815 349 Total asset management income 655 871 389 Tek Fong Group Limited Expense for referral of customers (included in general and administrative expenses) - - 45 Mr.
Lok and Ms. Yao Tek Fong Group Limited Entity controlled by Mr. Lok and Ms. Yao Master Venus Limited Entity controlled by Mr. Zhang, Mr. Lok and Ms. Yao Mr. Lok Shareholder and director of the Company Ms. Yao Shareholder and director of SJFZ Mr. Shing Tak Tam (“Mr.
Yao Solomon Capital Fund SPC Entity controlled by Mr. Lok and Ms. Yao Tek Fong Group Limited Entity controlled by Mr. Lok and Ms. Yao Mr. Lok (note b) Shareholder, Chief Executive Officer and director of the Company Ms. Yao (note c) Shareholder and director of the Company Mr. Shing Tak Tam (“Mr.
Lok Loan interest income - - 1 -115- Balance with related parties Name Nature As of March 31, 2024 2023 $’000 $’000 Grow World LPF Receivable from customers 1 40 Grow World II LPF Receivable from customers 19 - Solomon Capital Fund SPC Receivable from customers 200 269 Total receivable from customers 220 309 Solomon Capital Fund SPC Amount due from related parties 26 36 Master Venus Limited Amount due from related parties - 51 Total amount due from related parties 26 87 Mr.
Tam Expense for referral of customers (included in general and administrative expenses) - - 6 Total expense for referral of customers - - 115 -105- Balance with related parties As of March 31, Name Nature 2025 2024 $’000 $’000 Grow World LPF Receivable from customers - 1 Grow World II LPF Receivable from customers 4 19 Solomon Capital Fund SPC Receivable from customers 42 200 Total receivable from customers 46 220 Solomon Capital Fund SPC Amount due from related parties 12 26 Mr.
Removed
Yao Expense for referral of customers (included in general and administrative expenses) - - 447 Total expense for referral of customers - 115 652 Tuoyin Technology Limited Consultancy income (included in other income) - - 100 Mr.
Added
Tam”) (note d) Former Chief Executive Officer and director of the Company Note: (a) As of August 2, 2024, Grow World LPF was no longer a related party to the Company, following a transfer of the Grow World LPF's ownership to a third party.
Added
Additionally, the Company ceased to be Grow World LPF's investment manager on August 6, 2024 and no income was recognized since August 6, 2024. (b) Mr. Lok was a director of the Company and had been appointed as the Chief Executive Officer with effect from March 19, 2025. (c) Ms.
Added
Yao was a director of SJFZ from October 2022 to April 2025 and had been appointed as a director of the Company with effect from March 19, 2025. (d) Mr. Tam has resigned as the Chief Executive Officer and a director of the Company, effective from March 18, 2025.