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What changed in Futu Holdings Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Futu Holdings Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+730 added−640 removedSource: 20-F (2026-04-15) vs 20-F (2025-04-14)

Top changes in Futu Holdings Ltd's 2025 20-F

730 paragraphs added · 640 removed · 550 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

116 edited+37 added−13 removed747 unchanged
Biggest changeOur shares or ADSs may be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States, which will materially and adversely affect the value of your investment. ● If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely our auditor, we and our investors would be deprived of the benefits of such inspections. ● The ADSs may be delisted and prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China, which will materially and adversely affect the value of your investment. 21 Table of Contents Risks Related to Our Corporate Structure ● We depend on the Contractual Arrangements to operate a part of our business in China and to hold the necessary licenses for our operations, which may not be as effective as ownership in providing us with the ability to direct the activities of the Consolidated Affiliated Entities and otherwise may have a material adverse effect as to our business. ● If the PRC government deems that the Contractual Arrangements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. ● The shareholders of the VIEs in China may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. ● If we exercise the option to acquire equity ownership of the VIEs, the ownership transfer may subject us to certain limitations and substantial costs.
Biggest changeRisks Related to Our Corporate Structure ● We depend on the Contractual Arrangements to operate a part of our business in China and to hold the necessary licenses for our operations, which may not be as effective as ownership in providing us with the ability to direct the activities of the Consolidated Affiliated Entities and otherwise may have a material adverse effect as to our business. ● If the PRC government deems that the Contractual Arrangements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. 20 Table of Contents ● The shareholders of the VIEs in China may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. ● If we exercise the option to acquire equity ownership of the VIEs, the ownership transfer may subject us to certain limitations and substantial costs.
As announced by the CSRC on December 30, 2022, the CSRC has initiated inquiries on us regarding our cross-border operations in Mainland China, including the provision of cross-border securities services for domestic, China-based investors. We have taken and may continue to take rectification measures based on our communication with or the requirements from the CSRC.
As announced by the CSRC on December 30, 2022, the CSRC has initiated inquiries on us regarding our cross-border operations in Mainland China, including the provision of cross-border securities services for domestic, China-based investors. We have taken and may continue to take rectification measures based on our communication with or the requirements from the CSRC.
For example, the ongoing tariff war between the United States and other countries around the world as of the date of this annual report could have a material adverse effect on global economic conditions and the stability of global financial markets, which may result in declines in trading volume and therefore affect our financial condition, results of operations and prospects.
For example, the ongoing tariff war between the United States and other countries around the world as of the date of this annual report could have a material adverse effect on global economic conditions and the stability of global financial markets, which may result in declines in trading volume and therefore affect our financial condition, results of operations and prospects.
Amid the ongoing tariff war between the United States and China as of the date of this annual report, the Trump administration might proceed toward a removal of Chinese companies from American stock exchanges.
Amid the ongoing tariff war between the United States and China as of the date of this annual report, the Trump administration might proceed toward a removal of Chinese companies from American stock exchanges.
Amid the ongoing tariff war between the United States and China as of the date of this annual report, the Trump administration might proceed toward a removal of Chinese companies from American stock exchanges.
Amid the ongoing tariff war between the United States and China as of the date of this annual report, the Trump administration might proceed toward a removal of Chinese companies from American stock exchanges.
Under the relevant legislation, while the precise requirements may differ from jurisdiction to jurisdiction, in general, data users are required to comply with various data protection principles in relation to the requirement of lawful and fair collection of personal data, consent of data subjects, retention of personal data, use and disclosure of personal data, security of personal data, personal data policies and practices, and rights to access and correction of personal data.
Under the relevant legislation, while the precise requirements may differ from jurisdiction to jurisdiction, in general, data users are required to comply with various data protection principles in relation to the requirement of lawful and fair collection of personal data, consent of data subjects, retention of personal data, use, transfer and disclosure of personal data, security of personal data, personal data policies and practices, and rights to access and correction of personal data.
Our success in distributing our wealth management products distribution services depends, in part, on our ability to successfully identify the risks associated with such products and services, and failure to identify or fully appreciate such risks may negatively affect our reputation, client relationships, results of operations and financial conditions.
Our success in wealth management products distribution services depends, in part, on our ability to successfully identify the risks associated with such products and services, and failure to identify or fully appreciate such risks may negatively affect our reputation, client relationships, results of operations and financial conditions.
We may be, in the future, involved in class action lawsuits in the United States. Such lawsuits could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the lawsuits.
We may be involved in class action lawsuits in the United States. Such lawsuits could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the lawsuits.
In the event we are classified as a CIIO or otherwise become under investigation or review by the CAC, we may have to substantially change certain of our current practice and our operations may be materially and adversely affected. 31 Table of Contents Since many of the PRC laws and regulations on cybersecurity and privacy and data privacy are constantly evolving, there are uncertainties as to the interpretation and application of these regulations and how these will be enforced by relevant regulatory authorities, there also remains uncertainties as to the applicability and requirements of these regulations for our business, operation, or our presence in Mainland China.
In the event we are classified as a CIIO or otherwise become under investigation or review by the CAC, we may have to substantially change certain of our current practice and our operations may be materially and adversely affected. 29 Table of Contents Since many of the PRC laws and regulations on cybersecurity and privacy and data privacy are constantly evolving, there are uncertainties as to the interpretation and application of these regulations and how these will be enforced by relevant regulatory authorities, there also remains uncertainties as to the applicability and requirements of these regulations for our business, operation, or our presence in Mainland China.
See “—Our risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks, and as a result, our business operations and financial conditions may be adversely affected.” 35 Table of Contents Moreover, the growth and success of our margin financing, securities lending, IPO loans, and stock-pledged loan businesses depend on the availability of adequate funding to meet our client demand for loans through our platforms.
See “— Our risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks, and as a result, our business operations and financial conditions may be adversely affected.” 35 Table of Contents Moreover, the growth and success of our margin financing, securities lending, IPO loans, stock-pledged loans and bank loans businesses depend on the availability of adequate funding to meet our client demand for loans through our platforms.
These risks and challenges include, among other things, our ability to: ● sustain high growth in the future; ● navigate a complex and evolving regulatory environment as well as economic condition and fluctuation; ● offer personalized and competitive online brokerage, wealth management product distribution and other financial services; ● increase the utilization of our services by existing and new users and clients; ● offer attractive commission rates while driving the growth and profitability of our business; ● maintain and enhance our relationships with business partners, including funding partners for our margin financing business and fund companies for our wealth management product distribution business; ● enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of the information provided and utilized across our systems; ● improve our operational efficiency; ● attract, retain and motivate talented employees to support our business growth; and ● defend ourselves against legal and regulatory actions.
These risks and challenges include, among other things, our ability to: ● sustain high growth in the future; ● navigate a complex and evolving regulatory environment as well as economic condition and fluctuation; 21 Table of Contents ● offer personalized and competitive online brokerage, wealth management product distribution and other financial services; ● increase the utilization of our services by existing and new users and clients; ● offer attractive commission rates while driving the growth and profitability of our business; ● maintain and enhance our relationships with business partners, including funding partners for our margin financing business and fund companies for our wealth management product distribution business; ● enhance our technology infrastructure to support the growth of our business and maintain the security of our system and the confidentiality of the information provided and utilized across our systems; ● improve our operational efficiency; ● attract, retain and motivate talented employees to support our business growth; and ● defend ourselves against legal and regulatory actions.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in Mainland China and Hong Kong, among other jurisdictions.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in Mainland China and Hong Kong, among other jurisdictions.
See also “—The ADSs may be delisted and prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China, which will materially and adversely affect the value of your investment.” 29 Table of Contents If we fail to protect our platform or the information of our users and clients, whether due to cyber-attacks, computer viruses, physical or electronic break-in, breaches by third parties or other reasons, we may be subject to liabilities imposed by relevant laws and regulations, and our reputation and business may be materially and adversely affected.
See also “—The ADSs may be delisted and prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China, which will materially and adversely affect the value of your investment.” If we fail to protect our platform or the information of our users and clients, whether due to cyber-attacks, computer viruses, physical or electronic break-in, breaches by third parties or other reasons, we may be subject to liabilities imposed by relevant laws and regulations, and our reputation and business may be materially and adversely affected.
To the extent there is insufficient funding from institutional funding partners who are willing to accept the credit risk related to the collateral from our clients, the funds available to us might be limited and our ability to provide margin financing, securities lending, IPO loans, and stock-pledged loan services to our clients to address their demand for loans would be adversely impacted.
To the extent there is insufficient funding from institutional funding partners who are willing to accept the credit risk related to the collateral from our clients, the funds available to us might be limited and our ability to provide margin financing, securities lending, IPO loans, stock-pledged loans and bank loans services to our clients to address their demand for loans would be adversely impacted.
In addition, as we have ceased to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.
In addition, as we have ceased to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
Business Overview—Regulation—Overview of the Laws and Regulations Relating to Our Business and Operations in Hong Kong—Hong Kong Taxation.” As of December 31, 2024, the total retained earnings of our subsidiaries and the Consolidated Affiliated Entities located in China accounted for a relatively small portion of our total retained earnings and we currently do not have any plan to make offshore distribution.
Business Overview—Regulation—Overview of the Laws and Regulations Relating to Our Business and Operations in Hong Kong—Hong Kong Taxation.” As of December 31, 2025, the total retained earnings of our subsidiaries and the Consolidated Affiliated Entities located in China accounted for a relatively small portion of our total retained earnings and we currently do not have any plan to make offshore distribution.
If we fail to comply with the relevant laws and regulations, our business, results of operations and financial condition may be adversely affected. ● We face significant competition in the online brokerage and wealth management industries, and if we are unable to compete effectively, we may lose our market share and our results of operations and financial condition may be materially and adversely affected. ● If we are unable to retain existing clients or attract new clients, or if we fail to offer services to address the needs of our clients as they evolve, our business and results of operations may be materially and adversely affected. ● Because our revenues and profitability depend largely on the receipt of transaction-based compensation, they are prone to significant fluctuations and are difficult to predict.
If we fail to comply with the relevant laws and regulations, our business, results of operations and financial condition may be adversely affected. 19 Table of Contents ● We face significant competition in the online brokerage and wealth management industries, and if we are unable to compete effectively, we may lose our market share and our results of operations and financial condition may be materially and adversely affected. ● If we are unable to retain existing clients or attract new clients, or if we fail to offer services to address the needs of our clients as they evolve, our business and results of operations may be materially and adversely affected. ● Because our revenues and profitability depend largely on the receipt of transaction-based compensation, they are prone to significant fluctuations and are difficult to predict.
In addition, we need adequate funding at reasonable costs to successfully operate these businesses, and access to adequate funding at reasonable costs cannot be assured. Our margin financing, securities lending, IPO loans, and stock-pledged loan businesses are subject to the fundamental risk that borrowers and other counterparties will be unable to perform their obligations.
In addition, we need adequate funding at reasonable costs to successfully operate these businesses, and access to adequate funding at reasonable costs cannot be assured. Our margin financing, securities lending, IPO loans, stock-pledged loans and bank loans businesses are subject to the fundamental risk that borrowers and other counterparties will be unable to perform their obligations.
As a result, fluctuations in exchange rates may have a material adverse effect on your investment. 51 Table of Contents Our anticipated international expansion will subject us to additional risks and increased legal and regulatory requirements, which could have a material effect on our business. Our historical operations have been focused on Hong Kong.
As a result, fluctuations in exchange rates may have a material adverse effect on your investment. 51 Table of Contents Our continued international expansion will subject us to additional risks and increased legal and regulatory requirements, which could have a material effect on our business. Our historical operations have been focused on Hong Kong.
During the years ended December 31, 2022, 2023 and 2024, the revenue generated from relevant internet audio-video program services was less than 0.01% of our total revenue per year and the absence of such license did not have any material adverse impact on our business and operations.
During the years ended December 31, 2023, 2024 and 2025, the revenue generated from relevant internet audio-video program services was less than 0.01% of our total revenue per year and the absence of such license did not have any material adverse impact on our business and operations.
Any expansion of our margin financing, securities lending, IPO loans, and stock-pledged loan businesses could also subject us to greater credit risks and adversely affect our business, prospects and financial conditions. We have adopted comprehensive internal policies and procedures designed to manage credits risks.
Any expansion of our margin financing, securities lending, IPO loans, stock-pledged loans and bank loans businesses could also subject us to greater credit risks and adversely affect our business, prospects and financial conditions. We have adopted comprehensive internal policies and procedures designed to manage credits risks.
As we incurred losses from and experienced disputes arising out of margin financing historically, we may continue to be exposed to credit risks associated with our margin financing, securities lending, IPO loans, and stock-pledged loan businesses, and we may continue to experience disputes with our clients after we make the margin calls.
As we incurred losses from and experienced disputes arising out of margin financing historically, we may continue to be exposed to credit risks associated with our margin financing, securities lending, IPO loans, stock-pledged loans and bank loans businesses, and we may continue to experience disputes with our clients after we make the margin calls.
Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Shenzhen, Hong Kong, Singapore, the United States, Australia or other countries or cities where we conduct business operations, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations. 33 Table of Contents Our current level of commission and fee rates may decline in the future.
Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Shenzhen, Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia or other countries or cities where we conduct business operations, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations. 33 Table of Contents Our current level of commission and fee rates may decline in the future.
Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” of this annual report. 34 Table of Contents We may suffer significant losses from credit exposures arising from our margin financing, securities lending, IPO loans, and stock-pledged loan businesses.
Quantitative and Qualitative Disclosures about Market Risk—Interest rate risk” of this annual report. 34 Table of Contents We may suffer significant losses from credit exposures arising from our margin financing, securities lending, IPO loans, stock-pledged loans and bank loans businesses.
Business Overview—Regulation—Overview of the Laws and Regulations Relating to Our Business and Operations in China—Regulations on Cybersecurity and Privacy.” 30 Table of Contents Since all the aforementioned laws and regulations are relatively new, there are uncertainties as to their interpretation and application, especially in relation to their applicability and requirements for our offshore subsidiaries when they engage in personal information processing activities for natural persons within Mainland China, including the information collection activities conducted by our offshore subsidiaries outside Mainland China.
Business Overview-Regulation-Overview of the Laws and Regulations Relating to Our Business and Operations in China-Regulations on Cybersecurity and Privacy.” Since all the aforementioned laws and regulations are relatively new, there are uncertainties as to their interpretation and application, especially in relation to their applicability and requirements for our offshore subsidiaries when they engage in personal information processing activities for natural persons within Mainland China, including the information collection activities conducted by our offshore subsidiaries outside Mainland China.
Our reputation and brand recognition plays an important role in earning and maintaining the trust and confidence of individuals or enterprises that are current or potential users and clients. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate.
Our reputation and brand recognition play an important role in earning and maintaining the trust and confidence of individuals or enterprises that are current or potential users and clients. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate.
If the CSRC is not satisfied with our rectification measures or imposes other further regulatory actions or penalties on us, our business and results of operations may be materially and adversely affected. 20 Table of Contents ● Our operations and services involve collection, processing, and storage of significant amounts of data concerning our clients, business partners and employees and may be subject to complex and evolving laws and regulations regarding privacy and data protection and cybersecurity.
If the CSRC is not satisfied with our rectification measures or imposes other further regulatory actions or penalties on us, our business and results of operations may be materially and adversely affected. ● Our operations and services involve collection, processing, and storage of significant amounts of data concerning our clients, business partners and employees and may be subject to complex and evolving laws and regulations regarding privacy and data protection and cybersecurity.
Futu Network Technology (Shenzhen) Co., Ltd. is entitled to enjoy a 15% preferential income tax rate until 2025 as it has been qualified as an “High New Technology Enterprise” under the PRC Enterprise Income Tax Law and related regulations.
Futu Network Technology (Shenzhen) Co., Ltd. is entitled to enjoy a 15% preferential income tax rate until 2028 as it has been qualified as an “High New Technology Enterprise” under the PRC Enterprise Income Tax Law and related regulations.
Based on our analysis of our activities as well as the composition of our income and valuation of our assets, including goodwill, we believe that we were a PFIC for our taxable year ended December 31, 2024. We may also be a PFIC in future taxable years.
Based on our analysis of our activities as well as the composition of our income and valuation of our assets, including goodwill, we believe that we were a PFIC for our taxable year ended December 31, 2025. We may also be a PFIC in future taxable years.
Risks Related to Our Business and Industry Our historical growth rates may not be indicative of our future growth, which makes it difficult to evaluate our future prospects. We launched our online brokerage business in 2012 and experienced rapid growth in both our businesses since our inception.
Risks Related to Our Business and Industry Our historical growth rates may not be indicative of our future growth, which makes it difficult to evaluate our future prospects. We launched our online brokerage business in 2012 and experienced rapid growth since our inception.
Most of our system hardware and back-up systems are hosted in facilities located in Shenzhen, Hong Kong, Singapore, the United States, Australia and other countries or cities where we conduct business operations and the storage location of our user data is dependent on the platform where users are based and the jurisdiction in which users are registered.
Most of our system hardware and back-up systems are hosted in facilities located in Shenzhen, Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia and other countries or cities where we conduct business operations and the storage location of our user data is dependent on the platform where users are based and the jurisdiction in which users are registered.
Operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements.
Operating as a public company makes it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements.
Similarly, Hong Kong, Singapore, the United States, Australia, Japan, Canada and Malaysia also have their respective data privacy legislation that regulates the collection, use, protection and handling of personal data.
Similarly, Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia and New Zealand also have their respective data privacy legislation that regulates the collection, use, protection and handling of personal data.
Business Overview—Regulation—Overview of the Laws and Regulations Relating to Our Business and Operations in China—Regulations on Cybersecurity and Privacy—Regulations on Privacy Protection.” Regulatory requirements on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations or significant changes, resulting in uncertainties about the scope of our responsibilities in that regard.
Business Overview—Regulation—Overview of the Laws and Regulations Relating to Our Business and Operations in China—Regulations on Cybersecurity and Privacy—Regulations on Privacy Protection.” 28 Table of Contents Regulatory requirements on cybersecurity and data privacy are constantly evolving and can be subject to varying interpretations or significant changes, resulting in uncertainties about the scope of our responsibilities in that regard.
In 2022, 2023 and 2024, we generated 0.3%, 0.2% and 0.1% of our total revenues through the Consolidated Affiliated Entities in China, respectively, whose assets accounted for 0.1%, 0.1% and less than 0.1% of our total assets during the same years, respectively. For a description of the Contractual Arrangements, see “Item 4. Information on the Company—C.
In 2023, 2024 and 2025, we generated 0.2%, 0.1% and 0.1% of our total revenues through the Consolidated Affiliated Entities in China, respectively, whose assets accounted for 0.1%, less than 0.1% and less than 0.1% of our total assets during the same years, respectively. For a description of the Contractual Arrangements, see “Item 4. Information on the Company-C.
Trends such as reduced trading demand on our platforms, declines in the level of usage of our platforms by existing clients and insufficient growth of new clients may impair our ability to maintain our revenue as expected and our business and results of operations may be adversely affected. Our success depends largely on our ability to retain existing clients.
Trends such as reduced trading demand on our platforms, declines in the level of usage of our platforms by existing clients and insufficient growth of new clients may impair our ability to maintain our revenue as expected and our business and results of operations may be adversely affected. 25 Table of Contents Our success depends largely on our ability to retain existing clients.
It is therefore difficult to effectively assess our future prospects. 22 Table of Contents We may not be able to manage our expansion effectively. Continuous expansion may increase the complexity of our business and place a strain on our management, operations, technical systems, financial resources and internal control functions.
It is therefore difficult to effectively assess our future prospects. We may not be able to manage our expansion effectively. Continuous expansion may increase the complexity of our business and place a strain on our management, operations, technical systems, financial resources and internal control functions.
We have not experienced any material cyber-security breaches or been subject to any material breaches of any of our cyber-security measures as of the date of this annual report. In addition, leakages of confidential information may be caused by third-party service providers or business partners.
We have not experienced any material cyber-security breaches or been subject to any material breaches of any of our cyber-security measures as of the date of this annual report. 27 Table of Contents In addition, leakages of confidential information may be caused by third-party service providers or business partners.
In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable.
In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-binding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable.
We are subject to extensive regulations and the markets in which we operate, including Hong Kong, Singapore, the United States, Australia, Japan, Canada, and Malaysia, are highly regulated.
We are subject to extensive regulations and the markets in which we operate, including Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia and New Zealand, are highly regulated.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.” We incur and may continue to incur increased costs as a result of being a public company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Considerations.” 80 Table of Contents We incur and may continue to incur increased costs as a result of being a public company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company.
We have expanded our operations into the United States, Singapore, Australia, Japan, Canada and Malaysia, and may expand further into other international markets.
We have expanded our operations into the United States, Singapore, Australia, Japan, Canada, Malaysia and New Zealand, and may expand further into other international markets.
We intend to re-invest all earnings, if any, generated from our PRC subsidiaries for the operation and expansion of our business in China.
We intend to re-invest all earnings, if any, generated from our PRC subsidiaries for the operation of our business in China.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. 59 Table of Contents Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
These short attacks have, in the past, led to selling of shares in the market. 81 Table of Contents Public companies listed in the United States that have substantially all of their operations in China have been the subject of short selling.
These short attacks have, in the past, led to selling of shares in the market. Public companies listed in the United States that have substantially all of their operations in China have been the subject of short selling.
Our credit exposures arise primarily from loans and advances to borrowers, which include margin loans, IPO loans extended to clients and other advances, mainly collateralized by securities and carried at the amortized cost, net of an allowance for credit losses.
Our credit exposures arise primarily from loans and advances to borrowers, which include margin loans, stock-pledged loans and bank loans extended to clients and other advances, mainly collateralized by securities and carried at the amortized cost, net of an allowance for credit losses.
The experience and capabilities of China courts in handling intellectual property litigation varies and outcomes are unpredictable. 47 Table of Contents We may be subject to intellectual property infringement claims, which may be expensive to defend and disruptive to our business and operations.
The experience and capabilities of courts across different jurisdictions in handling intellectual property litigation varies and outcomes are unpredictable. 47 Table of Contents We may be subject to intellectual property infringement claims, which may be expensive to defend and disruptive to our business and operations.
We are required to comply with applicable anti-money laundering and counter terrorism laws and regulations in Hong Kong, Singapore, the United States, Australia and other relevant jurisdictions. These laws and regulations require financial institutions to establish sound internal control policies and procedures to guard against money laundering and terrorist financing.
We are required to comply with applicable anti-money laundering and counter terrorism laws and regulations in Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia, New Zealand and other relevant jurisdictions. These laws and regulations require financial institutions to establish sound internal control policies and procedures to guard against money laundering and terrorist financing.
As of December 31, 2023 and 2024, a single borrower accounted for 95.92% and 95.91% of our total outstanding balance of stock - pledged loans, with a majority of the collaterals comprising of listed shares in a single company, respectively.
As of December 31, 2024 and 2025, a single borrower accounted for 95.91% and 95.99% of our total outstanding balance of stock - pledged loans, with a majority of the collaterals comprising of listed shares in a single company, respectively.
These Class B ordinary shares constituted approximately 31.9% of our total issued and outstanding share capital and approximately 90.4% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.
These Class B ordinary shares constituted approximately 31.7% of our total issued and outstanding share capital and approximately 90.3% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual-class share structure.
If any misconduct is identified as a result of inquiries, reviews or investigations, the HK SFC may take disciplinary actions which could lead to revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties against us, our responsible officers, licensed representatives, directors or other officers.
If any misconduct, deficiency or material non-compliance is identified as a result of inquiries, reviews or investigations, the HK SFC may take disciplinary or regulatory actions which could lead to reprimands, revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties against us, our responsible officers, licensed representatives, directors or other officers.
Our subsidiaries, including Moomoo Securities Australia, Moomoo Securities Japan, Moomoo Financial Canada and Moomoo Securities Malaysia, as licensed corporations in the corresponding markets they operate, may be subject to examinations and regulatory actions by local regulators from time to time. Moreover, we launched crypto trading services through collaboration with licensed third-party exchanges in Hong Kong and Singapore in August 2024.
Our subsidiaries, including Moomoo Securities Australia, Moomoo Securities Japan, Moomoo Financial Canada and Moomoo Securities Malaysia, as licensed corporations in the corresponding markets they operate, may be subject to examinations and regulatory actions by local regulators from time to time. 23 Table of Contents Moreover, we launched crypto trading services through collaboration with licensed third-party exchanges in Hong Kong and Singapore in August 2024, and in the United States in 2025.
We expect competition to continue and intensify in the future. We face competition from traditional retail brokerage firms and financial service providers in Hong Kong and worldwide, as we currently have operations in Singapore, the United States and Australia and may expand into other markets.
We expect competition to continue and intensify in the future. We face competition from traditional retail brokerage firms and financial service providers in Hong Kong and worldwide, as we currently have operations in Singapore, the United States, Australia, Japan, Canada, Malaysia and New Zealand, and may expand into other markets.
For example, in June 2023, a securities class action lawsuit was filed against us and some of our senior executive officers, alleging defendants misrepresented our regulatory compliance and failed to disclose that we were operating in China without a brokerage license. As of the date of this annual report, this securities class action has been dismissed.
For example, in June 2023, a securities class action lawsuit was filed against us and some of our senior executive officers, alleging defendants misrepresented our regulatory compliance and failed to disclose that we were operating in China without a brokerage license. This securities class action has been dismissed in 2024.
Historically, we incurred HK$895.8 million, HK$710.3 million and HK$1,409.3 million (US$181.4 million) in selling and marketing expenses, representing 11.8%, 7.1% and 10.4% of our total revenues in 2022, 2023 and 2024, respectively. Although we have spent significant financial resources on marketing expenses and plan to continue to do so, these efforts may not be cost-effective to attract new clients.
Historically, we incurred HK$710.3 million, HK$1,409.3 million and HK$1,980.5 million (US$254.5 million) in selling and marketing expenses, representing 7.1%, 10.4% and 8.7% of our total revenues in 2023, 2024 and 2025, respectively. Although we have spent significant financial resources on marketing expenses and plan to continue to do so, these efforts may not be cost-effective to attract new clients.
In China, a number of regulations, guidelines and other measures on cybersecurity and privacy and data privacy have been and are expected to be adopted, including but not limited to, the Cybersecurity Law effective in June 2017, the Information Security Technology—Personal Information Security Specification, or the China Specification, effective in October 2020, the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, effective in November 2021, the Measures on Security Assessment of Cross-border Data Transfer, or the Data Export Measures, effective in September 2022, and the Practical Guidance on Cybersecurity Standard – the Regulations on Safety Verification in Cross-border Personal Information Processing, issued in December 2022.
In China, a number of regulations, guidelines and other measures on cybersecurity and privacy and data privacy have been and are expected to be adopted, including but not limited to, the Cybersecurity Law effective in January 2026, the Information Security Technology-Personal Information Security Specification, or the China Specification, effective in October 2020, the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, effective in November 2021, the Measures on Security Assessment of Cross-border Data Transfer, or the Data Export Measures, effective in June 2022, the Practical Guidance on Cybersecurity Standard - the Regulations on Safety Verification in Cross-border Personal Information Processing, issued in December 2022, and the Provisions on Promoting and Regulating Cross-border Data Flows, effective in March 2024.
Furthermore, our activities in Mainland China are subject to PRC laws and regulations relating to securities business and accordingly examinations, inquiries or investigations from the CSRC or other PRC government authorities in the future. See “Item 4. Information on the Company—B.
Separately, our activities in or related to Mainland China are subject to PRC laws and regulations relating to securities business and accordingly examinations, inquiries or investigations from the CSRC or other authorities from time to time. See “Item 4. Information on the Company-B.
In addition, with regard to receivables, there is no assurance that all our counterparties will meet their payment obligations on time, in full or at all. As of December 31, 2022, 2023 and 2024, the balance of our receivables amounted to HK$9.8 billion, HK$10.1 billion and HK$22.8 billion (US$2.9 billion), respectively.
In addition, with regard to receivables, there is no assurance that all our counterparties will meet their payment obligations on time, in full or at all. As of December 31, 2023, 2024 and 2025, the balance of our receivables amounted to HK$10.1 billion, HK$22.8 billion and HK$27.7 billion (US$3.6 billion), respectively.
Clearing securities firms, such as Futu Securities and Futu Clearing Inc., are subject to substantially more regulatory oversight and examination than introducing brokers who rely on others to perform clearing functions.
Clearing securities firms, such as Futu Securities, Futu Clearing Inc., Moomoo Singapore Pte. Ltd. and Moomoo Securities Malaysia, are subject to substantially more regulatory oversight and examination than introducing brokers who rely on others to perform clearing functions.
Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, Hong Kong, Singapore, the United States, Australia and/ or other jurisdictions.
Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia, New Zealand and/ or other jurisdictions.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year and our U.S. tax counsel expresses no opinion regarding our PFIC status for any tax year.
While our entities in the United States do not pay for order flow, certain of our user engagement practices in the United States, such as offering prizes (of nominal value) and badges (of no economic value) for trading activity, and related disclosures could be impacted by the current regulatory scrutiny.
Certain of our user engagement practices in the United States, such as offering prizes (of nominal value) and badges (of no economic value) for trading activity, and related disclosures could be impacted by the current regulatory scrutiny.
As of December 31, 2022, 2023 and 2024, our outstanding loans and advances amounted to HK$26.7 billion, HK$32.5 billion and HK$49.7 billion (US$6.4 billion), respectively. For more information regarding the loans and advances, see “Item 5. Operating and Financial Review and Prospects—B.
As of December 31, 2023, 2024 and 2025, our outstanding loans and advances amounted to HK$32.5 billion, HK$49.7 billion and HK$64.7 billion (US$8.3 billion), respectively. For more information regarding the loans and advances, see “Item 5. Operating and Financial Review and Prospects-B.
In addition, our credit risk exposure will also materially increase if the collateral we hold cannot be realized or can only be liquidated at prices insufficient to fully cover our risk exposure. As of December 31, 2024, we recorded an allowance for credit losses of HK$85.3 million (US$11.0 million).
In addition, our credit risk exposure will also materially increase if the collateral we hold cannot be realized or can only be liquidated at prices insufficient to fully cover our risk exposure. As of December 31, 2025, we recorded an allowance for credit losses of HK$374.6 million (US$48.1 million).
For the same years, our interest income derived from bank deposits were HK$986.4 million, HK$2,482.9 million and HK$2,840.8 million (US$365.7 million), representing 13.0%, 24.8% and 20.9% of our total revenues during the same years, respectively. The trend of the level of interest rates is one of the important factors affecting our earnings.
For the same years, our interest income derived from bank deposits were HK$2,482.9 million, HK$2,840.8 million and HK$3,759.3 million (US$483.0 million), representing 24.8%, 20.9% and 16.5% of our total revenues during the same years, respectively. The trend of the level of interest rates is one of the important factors affecting our earnings.
In 2022, 2023 and 2024, our revenues from interest income derived from our margin financing and securities lending businesses amounted to HK$2,088.3 million, HK$2,807.4 million and HK$3,530.4 million (US$454.5 million), representing 27.4%, 28.1% and 26.0% of our total revenues during the same years, respectively.
In 2023, 2024 and 2025, our revenues from interest income derived from our margin financing and securities lending businesses amounted to HK$2,807.4 million, HK$3,530.4 million and HK$6,368.7 million (US$818.3 million), representing 28.1%, 26.0% and 27.9% of our total revenues during the same years, respectively.
We derive interest income from depositing clients’ uninvested cash balances in accounts opened with our bank partners. In 2022, 2023 and 2024, we generated HK$986.4 million, HK$2,482.9 million and HK$2,840.8 million (US$365.7 million) in interest income from bank deposit, respectively, a significant portion of which was derived from uninvested cash balances in our clients’ accounts.
We derive interest income from depositing clients’ uninvested cash balances in accounts opened with our bank partners. In 2023, 2024 and 2025, we generated HK$2,482.9 million, HK$2,840.8 million and HK$3,759.3 million (US$483.0 million) in interest income from bank deposit, respectively, a significant portion of which was derived from uninvested cash balances in our clients’ accounts.
The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and The Nasdaq Global Market, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly.
The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and The Nasdaq Global Market, impose various requirements on the corporate governance practices of public companies. Compliance with these rules and regulations incurs substantial legal and financial costs and makes some corporate activities more time-consuming and costly.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Our board of directors declared a special cash dividend of US$0.25 per ordinary share, or US$2.00 per ADS in 2024, but we cannot guarantee that additional dividends will be paid in the future.
Our board of directors declared a cash dividend of US$0.325 per ordinary share, or US$2.60 per ADS in April 2026, but we cannot guarantee that additional dividends will be paid in the future.
Failure to maintain our culture could have a material adverse effect on our business. 23 Table of Contents We are subject to extensive and evolving regulatory requirements in the markets we operate in, non-compliance with which may result in penalties, limitations and prohibitions on our future business activities or suspension or revocation of our licenses and trading rights, and consequently may materially and adversely affect our business, financial condition, operations and prospects.
We are subject to extensive and evolving regulatory requirements in the markets we operate in, non-compliance with which may result in penalties, limitations and prohibitions on our future business activities or suspension or revocation of our licenses and trading rights, and consequently may materially and adversely affect our business, financial condition, operations and prospects.
There are uncertainties as to the interpretation and application of laws in one jurisdiction which may be interpreted and applied in a manner inconsistent to another jurisdiction and may conflict with our current policies and practices or require changes to the features of our system.
Violations of the rule may be punishable by criminal and/or civil sanctions. 30 Table of Contents There are uncertainties as to the interpretation and application of laws in one jurisdiction which may be interpreted and applied in a manner inconsistent to another jurisdiction and may conflict with our current policies and practices or require changes to the features of our system.
Moomoo Financial Canada, a dealer member of CIRO and CIPF, is also subject to extensive regulations in Canada. Moomoo Securities Malaysia, which holds a Capital Markets Services License, is regulated by the Securities Commission Malaysia.
Moomoo Securities Japan, which holds the Financial Instruments Business Operators (FIBO) license, is regulated by local regulators including the Financial Services Agency. Moomoo Financial Canada, a dealer member of CIRO and CIPF, is also subject to extensive regulations in Canada. Moomoo Securities Malaysia, which holds a Capital Markets Services License, is regulated by the Securities Commission Malaysia.
Moomoo Financial Inc. and Futu Clearing Inc., as SEC-registered broker-dealers, have been subject to examinations and enquiries initiated by the SEC and FINRA from time to time. They may also be subject to similar examinations, investigations, enquiries, administrative proceedings or other regulatory actions by such and other regulatory authorities, including individual states where we conduct business.
We have been and may in the future be subject to examinations, investigations, enquiries, administrative proceedings or other actions by U.S. government and regulatory authorities, including individual states where we conduct business. For example, Moomoo Financial Inc. and Futu Clearing Inc., as SEC-registered broker-dealers, have been subject to examinations, enquiries and/or investigations from time to time.
In addition, our ability to maintain our culture as a public company, with changes in policies, practices, corporate governance and management requirements, may be challenging.
In addition, our ability to maintain our culture as a public company, with changes in policies, practices, corporate governance and management requirements, may be challenging. Failure to maintain our culture could have a material adverse effect on our business.
On December 25, 2024, SCNPC promulgated the Revision Draft of Anti - unfair Competition Law reviewed by it, which reemphasized the specific rules to regulate unfair competition in the data economy area. As of the date of this annual report, the Revision Draft of Anti-unfair Competition Law has not been officially implemented.
On December 25, 2024, SCNPC promulgated the Revision Draft of Anti - unfair Competition Law reviewed by it, which reemphasized the specific rules to regulate unfair competition in the data economy area.
Our business is also subject to general economic and political conditions, in particular the economic and political conditions of the markets in which we operate, such as macroeconomic and monetary policies, legislation and regulations affecting the financial and securities industries, upward and downward trends in the business and financial sectors, inflation, currency fluctuations, availability of short-term and long-term funding sources, cost of funding and the level and volatility of interest rates.
Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations and cash flows. 26 Table of Contents Our business is also subject to general economic and political conditions, in particular the economic and political conditions of the markets in which we operate, such as macroeconomic and monetary policies, legislation and regulations affecting the financial and securities industries, upward and downward trends in the business and financial sectors, inflation, currency fluctuations, availability of short-term and long-term funding sources, cost of funding and the level and volatility of interest rates.
As of the date of this annual report, we have limited information to accurately predict if any disciplinary action or punishment will be taken against us and/or our officers by the CSRC, and if so, the nature and extent of any such action.
As of the date of this annual report, we don’t have sufficient information to accurately predict if any disciplinary action or punishment will be taken against us and/or our officers by the CSRC. Furthermore, should any such action be taken, we cannot foresee its nature, scope, or timing.
Risks Related to Our Business and Industry ● Our historical growth rates may not be indicative of our future growth, which makes it difficult to evaluate our future prospects. ● We are subject to extensive and evolving regulatory requirements in the markets we operate in, non-compliance with which may result in penalties, limitations and prohibitions on our future business activities or suspension or revocation of our licenses and trading rights, and consequently may materially and adversely affect our business, financial condition, operations and prospects. ● Our online client onboarding procedures historically did not strictly follow the specified steps set out by the relevant authorities in Hong Kong, which may subject us to regulatory actions in addition to remediation, which may include reprimands, fines, limitations or prohibitions on our future business activities and/or suspension or revocation of Futu Securities’ licenses and trading rights, and consequently may adversely affect our business, financial condition, operations, brand reputation and prospects. ● We do not hold any license or permit for providing securities brokerage services in Mainland China.
Risks Related to Our Business and Industry ● Our historical growth rates may not be indicative of our future growth, which makes it difficult to evaluate our future prospects. ● We are subject to extensive and evolving regulatory requirements in the markets we operate in, non-compliance with which may result in penalties, limitations and prohibitions on our future business activities or suspension or revocation of our licenses and trading rights, and consequently may materially and adversely affect our business, financial condition, operations and prospects. ● We do not hold any license or permit for providing securities brokerage services in Mainland China.
Our total revenues increased from HK$7.6 billion in 2022 to HK$10.0 billion in 2023, and further to HK$13.6 billion (US$1.7 billion) in 2024.
Our total revenues increased from HK$10.0 billion in 2023 to HK$13.6 billion in 2024, and further to HK$22.8 billion (US$2.9 billion) in 2025.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

288 edited+128 added−63 removed623 unchanged
Biggest changeExchange and Clearing Participantship As of the date of this annual report, Futu Securities was a participant of the following: Exchange / Clearing House Type of Participantship The Stock Exchange of Hong Kong Limited (SEHK) ​ Participant China Connect Exchange Participant Options Trading Exchange Participant Hong Kong Securities Clearing Company Limited (HKSCC) Direct Clearing Participant China Connect Clearing Participant SEHK Options Clearing House Limited (SEOCH) Direct Clearing Participant HKFE Clearing Corporation Limited (HKCC) Clearing Participant Hong Kong Futures Exchange Limited (HKFE) Futures Commission Merchant ​ Trading Rights In addition to the licensing requirements under the SFO, the rules promulgated by the Stock Exchange of Hong Kong and the Hong Kong Futures Exchange require any person who wishes to trade on or through their respective facilities to hold a trading right, or Trading Right.
Biggest changePursuant to section 8A of the Client Securities Rules, if the aggregate market value of the repledged securities collateral as calculated above exceeds 140% of the intermediary’s aggregate margin loans on the same business day, or the Relevant Day, the intermediary shall by the close of business on the next business day following the Relevant Day, or the Specified Time, withdraw, or causes to be withdrawn, from deposit an amount of repledged securities collateral such that the aggregate market value of the repledged securities collateral at the Specified Time, which is calculated by reference to the respective closing prices on the Relevant Day, does not exceed 140% of the intermediary’s aggregate margin loans as of the close of business on the Relevant Day. 121 Table of Contents Exchange and Clearing Participantship As of the date of this annual report, Futu Securities was a participant of the following: Exchange / Clearing House ​ ​ ​ Type of Participantship The Stock Exchange of Hong Kong Limited (SEHK) ​ Participant China Connect Exchange Participant Options Trading Exchange Participant Hong Kong Securities Clearing Company Limited (HKSCC) Direct Clearing Participant China Connect Clearing Participant SEHK Options Clearing House Limited (SEOCH) Direct Clearing Participant HKFE Clearing Corporation Limited (HKCC) Clearing Participant Hong Kong Futures Exchange Limited (HKFE) Futures Commission Merchant ​ Trading Rights In addition to the licensing requirements under the SFO, the rules promulgated by the Stock Exchange of Hong Kong and the Hong Kong Futures Exchange require any person who wishes to trade on or through their respective facilities to hold a trading right, or Trading Right.
Figures of MAUs and average DAUs are calculated for the month of December in relevant period. (2) Figures are inclusive of those under Futu Securities, Moomoo Financial Inc., Moomoo Financial Singapore, Moomoo Securities Australia, Moomoo Securities Japan, Moomoo Malaysia and Moomoo Financial Canada, as applicable. (3) Unless otherwise indicated, figures are calculated as of the end of relevant period.
Figures of MAUs and average DAUs are calculated for the month of December in relevant period. (2) Figures are inclusive of those under Futu Securities, Moomoo Financial Inc., Moomoo Financial Singapore, Moomoo Securities Australia, Moomoo Securities Japan, Moomoo Securities Malaysia and Moomoo Financial Canada, as applicable. (3) Unless otherwise indicated, figures are calculated as of the end of relevant period.
Consent is not considered given unless the purpose of collection, use or disclosure is notified to the individual and his consent is obtained in relation to such notified purpose; (b) collect, use or disclose personal data about an individual only for purposes that a reasonable person would consider appropriate and, if applicable, have been notified to the individual concerned; (c) notify the individual of the purposes for which an individual’s personal data is intended to be collected, used or disclosed on or before such collection, use or disclosure; (d) give an individual reasonable access to his or her own personal data which the organization has in its possession or control (including informing the individual of the ways in which his personal data has been used or disclosed over the past year); (e) correct errors and omissions in the personal data of an individual if the individual so requests; (f) make reasonable effort to ensure that personal data collected by it is accurate and complete; (g) take reasonable security measures to protect the personal data from unauthorised access, collection, use, disclosure, tampering or disposal, and the loss of any storage medium or device on which the personal data is stored; (h) not retain personal data or to remove the means by which personal data can be associated with particular individuals, as soon as it is reasonable to assume that the original purpose of the collection is no longer served by retention and that retention is also no longer needed for legal or business purposes; (i) ensure that when personal data is transferred out of Singapore to another country, a standard of protection comparable to that under Singapore law is given to the transferred personal data; 160 Table of Contents (j) notify the PDPC of a data breach that results in or is likely to result in significant harm to an affected individual or that is or is likely to be of a significant scale; and (k) implement policies and procedures to comply with the PDPA and to make information about such policies and procedures publicly available.
Consent is not considered given unless the purpose of collection, use or disclosure is notified to the individual and his consent is obtained in relation to such notified purpose; (b) collect, use or disclose personal data about an individual only for purposes that a reasonable person would consider appropriate and, if applicable, have been notified to the individual concerned; (c) notify the individual of the purposes for which an individual’s personal data is intended to be collected, used or disclosed on or before such collection, use or disclosure; (d) give an individual reasonable access to his or her own personal data which the organization has in its possession or control (including informing the individual of the ways in which his personal data has been used or disclosed over the past year); (e) correct errors and omissions in the personal data of an individual if the individual so requests; (f) make reasonable effort to ensure that personal data collected by it is accurate and complete; (g) take reasonable security measures to protect the personal data from unauthorised access, collection, use, disclosure, tampering or disposal, and the loss of any storage medium or device on which the personal data is stored; (h) not retain personal data or to remove the means by which personal data can be associated with particular individuals, as soon as it is reasonable to assume that the original purpose of the collection is no longer served by retention and that retention is also no longer needed for legal or business purposes; (i) ensure that when personal data is transferred out of Singapore to another country, a standard of protection comparable to that under Singapore law is given to the transferred personal data; 168 Table of Contents (j) notify the PDPC of a data breach that results in or is likely to result in significant harm to an affected individual or that is or is likely to be of a significant scale; and (k) implement policies and procedures to comply with the PDPA and to make information about such policies and procedures publicly available.
Each of such agreements is binding on the parties thereto and none of them is void or may become invalid pursuant to the Civil Code of the PRC; (iii) none of the agreement under the Contractual Arrangements violates any provisions of the respective articles of association of the VIEs or the WFOE; (iv) no approvals or authorizations from the PRC governmental authorities are required for the execution and performance of the Contractual Arrangements, except that: a. the exercise of the option by the WFOE or its designee of its rights under the Exclusive Option Agreements to acquire all or part of the equity interests in the VIEs is subject to the approvals of, consent of, filing with and/or registrations with the PRC governmental authorities; b. the equity pledges contemplated under the Equity Pledge Agreements are subject to the registration with the relevant state or local administration bureau for market regulation; c. the arbitration awards/interim remedies provided under the dispute resolution provision of the Contractual Arrangements shall be recognized by the PRC courts before compulsory enforcement; and 168 Table of Contents (v) each of the agreements under the Contractual Arrangements is valid, legal and binding under the PRC laws, except that the Contractual Arrangements provide that the arbitral body may award interim remedies over the shares and/or assets of the VIEs, injunctive relief (such as for the conduct of business or to compel the transfer of assets) and/or order the winding up of the VIEs, and that courts of Hong Kong, the Cayman Islands (being the place of incorporation of our company) and the PRC (being the place of incorporation of the VIEs) also have jurisdiction for the grant and/or enforcement of arbitral award and interim remedies against the shares and/or assets of the VIEs, while under PRC laws, an arbitral body has no power to grant injunctive relief and may not directly issue a provisional or final liquidation order for the purpose of protecting assets of or equity interests in the VIEs in case of disputes.
Each of such agreements is binding on the parties thereto and none of them is void or may become invalid pursuant to the Civil Code of the PRC; (iii) none of the agreement under the Contractual Arrangements violates any provisions of the respective articles of association of the VIEs or the WFOE; (iv) no approvals or authorizations from the PRC governmental authorities are required for the execution and performance of the Contractual Arrangements, except that: a. the exercise of the option by the WFOE or its designee of its rights under the Exclusive Option Agreements to acquire all or part of the equity interests in the VIEs is subject to the approvals of, consent of, filing with and/or registrations with the PRC governmental authorities; b. the equity pledges contemplated under the Equity Pledge Agreements are subject to the registration with the relevant state or local administration bureau for market regulation; c. the arbitration awards/interim remedies provided under the dispute resolution provision of the Contractual Arrangements shall be recognized by the PRC courts before compulsory enforcement; and 176 Table of Contents (v) each of the agreements under the Contractual Arrangements is valid, legal and binding under the PRC laws, except that the Contractual Arrangements provide that the arbitral body may award interim remedies over the shares and/or assets of the VIEs, injunctive relief (such as for the conduct of business or to compel the transfer of assets) and/or order the winding up of the VIEs, and that courts of Hong Kong, the Cayman Islands (being the place of incorporation of our company) and the PRC (being the place of incorporation of the VIEs) also have jurisdiction for the grant and/or enforcement of arbitral award and interim remedies against the shares and/or assets of the VIEs, while under PRC laws, an arbitral body has no power to grant injunctive relief and may not directly issue a provisional or final liquidation order for the purpose of protecting assets of or equity interests in the VIEs in case of disputes.
For residents in Hong Kong, the prospective client can choose to complete such procedures either online or offline. o Online : A prospective client is required to (i) submit a copy of his or her Hong Kong photo identification, Hong Kong residential address proof and other relevant identification documents, (ii) link the brokerage account to be opened with his or her personal bank account opened with a qualified bank in Hong Kong or other eligible jurisdictions, and (iii) transfer a minimum of HK$10,000 or US$1,500 into the brokerage account from that personal bank account, or mail to us a cheque in such amount together with relevant identification documents.
For residents in Hong Kong, the prospective client can choose to complete such procedures either online or offline. ● Online : A prospective client is required to (i) submit a copy of his or her Hong Kong photo identification, Hong Kong residential address proof and other relevant identification documents, (ii) link the brokerage account to be opened with his or her personal bank account opened with a qualified bank in Hong Kong or other eligible jurisdictions, and (iii) transfer a minimum of HK$10,000 or US$1,500 into the brokerage account from that personal bank account, or mail to us a cheque in such amount together with relevant identification documents.
Pursuant to the Ninth Amendment to the Criminal Law, issued by the SCNPC on August 29, 2015, which became effective on November 1, 2015, any internet service provider that fails to fulfill the obligations related to internet information security administration and refuses to rectify upon orders is subject to criminal penalty for causing (i) any dissemination of illegal information in large scale; (ii) any significant damages due to the leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other serious harm, and any individual or entity information may be subject to criminal penalty for (a) illegally selling or providing personal information to third parties, or (b) stealing or illegally obtaining any personal information. 133 Table of Contents On July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Combatting Illegal Securities Activities in Accordance with the Law, or the July 6 Opinion, which called for the enhanced cross-border regulatory cooperation and administration and supervision of overseas-listed China-based companies.
Pursuant to the Ninth Amendment to the Criminal Law, issued by the SCNPC on August 29, 2015, which became effective on November 1, 2015, any internet service provider that fails to fulfill the obligations related to internet information security administration and refuses to rectify upon orders is subject to criminal penalty for causing (i) any dissemination of illegal information in large scale; (ii) any significant damages due to the leakage of the client’s information; (iii) any serious loss of criminal evidence; or (iv) other serious harm, and any individual or entity information may be subject to criminal penalty for (a) illegally selling or providing personal information to third parties, or (b) stealing or illegally obtaining any personal information. 139 Table of Contents On July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Combatting Illegal Securities Activities in Accordance with the Law, or the July 6 Opinion, which called for the enhanced cross-border regulatory cooperation and administration and supervision of overseas-listed China-based companies.
Any undistributed profit for the previous accounting years may be distributed together with the distributable profit for the current accounting year. 139 Table of Contents Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which was issued and became effective on July 4, 2014, PRC residents, including PRC institutions and individuals, are required to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interest in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, including but not limited to increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event.
Any undistributed profit for the previous accounting years may be distributed together with the distributable profit for the current accounting year. 145 Table of Contents Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which was issued and became effective on July 4, 2014, PRC residents, including PRC institutions and individuals, are required to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interest in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, including but not limited to increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event.
The M&A Rules, among other things, require offshore special purpose vehicles, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, must obtain approval from the CSRC prior to publicly listing such special purpose vehicle’s securities on an overseas stock exchange. 140 Table of Contents In addition, pursuant to the Circular of the General Office of State Council on Establishing the Security Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the General Office of the State Council on February 3, 2011 and took effect on March 3, 2011 and the Provisions of the Ministry of Commerce on the Implementation of the Safety Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the MOFCOM that became effective in September 2011, mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.
The M&A Rules, among other things, require offshore special purpose vehicles, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, must obtain approval from the CSRC prior to publicly listing such special purpose vehicle’s securities on an overseas stock exchange. 146 Table of Contents In addition, pursuant to the Circular of the General Office of State Council on Establishing the Security Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the General Office of the State Council on February 3, 2011 and took effect on March 3, 2011 and the Provisions of the Ministry of Commerce on the Implementation of the Safety Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the MOFCOM that became effective in September 2011, mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.
Pursuant to the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or the SAFE Circular 59 promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and last amended on December 30, 2019, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of Renminbi proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. 138 Table of Contents On March 30, 2015, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015 and was last amended on March 23, 2023, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign—Invested Enterprises.
Pursuant to the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or the SAFE Circular 59 promulgated by SAFE on November 19, 2012, which became effective on December 17, 2012 and last amended on December 30, 2019, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of Renminbi proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. 144 Table of Contents On March 30, 2015, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, which became effective on June 1, 2015 and was last amended on March 23, 2023, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign—Invested Enterprises.
Substantive Obligations As an AFSL holder, Moomoo Securities Australia is subject to the following obligations (among others): ● To adhere to various financial, capital, and audit requirements; ● To ensure that its representatives who provide financial services are adequately trained and competent to do so; ● To comply with the “client money” rules outlined in Chapter 7.8 of the Corporations Act; ● To maintain accurate financial and order records as required by Chapter 7.8 of the Corporations Act; 162 Table of Contents ● To implement adequate compliance arrangements for the financial services provided; ● To have sufficient financial, technological, and human resources to provide the licensed financial services; ● To comply with Australian financial services laws and take reasonable measures to ensure that its representatives do so; ● To ensure that regulated activities in Australia are provided efficiently, honestly, and fairly; ● To implement adequate conflict of interest management arrangements; ● To have appropriate risk management systems in place; and ● To report significant breaches of Australian financial services laws and AFSL conditions to the Australian Securities and Investments Commission.
Substantive Obligations As an AFSL holder, Moomoo Securities Australia is subject to the following obligations (among others): ● To adhere to various financial, capital, and audit requirements; ● To ensure that its representatives who provide financial services are adequately trained and competent to do so; ● To comply with the “client money” rules outlined in Chapter 7.8 of the Corporations Act; ● To maintain accurate financial and order records as required by Chapter 7.8 of the Corporations Act; 170 Table of Contents ● To implement adequate compliance arrangements for the financial services provided; ● To have sufficient financial, technological, and human resources to provide the licensed financial services; ● To comply with Australian financial services laws and take reasonable measures to ensure that its representatives do so; ● To ensure that regulated activities in Australia are provided efficiently, honestly, and fairly; ● To implement adequate conflict of interest management arrangements; ● To have appropriate risk management systems in place; and ● To report significant breaches of Australian financial services laws and AFSL conditions to the Australian Securities and Investments Commission.
Pursuant to The Several Provisions on Regulating the Market Order of Internet Information Services, internet information service providers are required to, among others, (i) expressly inform the users of the method, content and purpose of the collection and processing of such users’ personal information and may only collect such information necessary for the provision of its services; and (ii) properly maintain the users’ personal information, and in case of any leak or possible leak of a user’s personal information, internet information service providers must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunications regulatory authority. 134 Table of Contents In addition, on December 28, 2012, the Decision on Strengthening Network Information Protection promulgated by the SCNPC which requires internet service providers to establish and publish policies regarding the collection and use of electronic personal information and to take necessary measures to ensure the security of the information and to prevent leakage, damage or loss.
Pursuant to The Several Provisions on Regulating the Market Order of Internet Information Services, internet information service providers are required to, among others, (i) expressly inform the users of the method, content and purpose of the collection and processing of such users’ personal information and may only collect such information necessary for the provision of its services; and (ii) properly maintain the users’ personal information, and in case of any leak or possible leak of a user’s personal information, internet information service providers must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunications regulatory authority. 140 Table of Contents In addition, on December 28, 2012, the Decision on Strengthening Network Information Protection promulgated by the SCNPC which requires internet service providers to establish and publish policies regarding the collection and use of electronic personal information and to take necessary measures to ensure the security of the information and to prevent leakage, damage or loss.
Once the prospective client’s bank account information and other submitted documents match the information submitted during the online application, the online identification verification will be completed, and the brokerage account will be automatically opened. o Offline: A prospective client is required to meet a member of our verification team and conduct the abovementioned verification process with paper copies of critical documents.
Once the prospective client’s bank account information and other submitted documents match the information submitted during the online application, the online identification verification will be completed, and the brokerage account will be automatically opened. ● Offline : A prospective client is required to meet a member of our verification team and conduct the abovementioned verification process with paper copies of critical documents.
During the arbitration, except for the disputed areas which are subject to arbitration, the parties shall continue to perform their other obligations under the Contractual Arrangements. 166 Table of Contents In connection with the dispute resolution method as set out in the Contractual Arrangements and the practical consequences, we are advised by our PRC legal counsel, Han Kun Law Offices, that: (a) under PRC laws, an arbitral body does not have the power to grant any injunctive relief or provisional or final liquidation order for the purpose of protecting assets of or equity interest in the Consolidated Affiliated Entities in case of disputes.
During the arbitration, except for the disputed areas which are subject to arbitration, the parties shall continue to perform their other obligations under the Contractual Arrangements. 174 Table of Contents In connection with the dispute resolution method as set out in the Contractual Arrangements and the practical consequences, we are advised by our PRC legal counsel, Han Kun Law Offices, that: (a) under PRC laws, an arbitral body does not have the power to grant any injunctive relief or provisional or final liquidation order for the purpose of protecting assets of or equity interest in the Consolidated Affiliated Entities in case of disputes.
In addition to the above, the HK SFC may also take into account of the following matters: (a) any decisions made by the Monetary Authority, the Insurance Authority, the Mandatory Provident Fund Schemes Authority or any other authorities or organizations performing similar functions as those of HK SFC (in the HK SFC’s opinion) whether in Hong Kong or elsewhere in respect of the applicant; (b) any information relating to: (i) any person who is or is to be employed by, or associated with, the applicant for the purpose of the regulated activity in question; (ii) any person who will be acting for or on behalf of the applicant in relation to the regulated activity in question; and (iii) if the applicant is a corporation in a group of companies, any other corporation within the same group of companies or any substantial shareholder or officer of any such corporation; (c) whether the applicant has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions; and (d) the state of affairs of any other business which the person carries on or proposes to carry on.
In addition to the above, the HK SFC may also take into account of the following matters: (a) any decisions made by the Monetary Authority, the Insurance Authority, the Mandatory Provident Fund Schemes Authority or any other authorities or organizations performing similar functions as those of HK SFC (in the HK SFC’s opinion) whether in Hong Kong or elsewhere in respect of the applicant; (b) any information relating to: (i) any person who is or is to be employed by, or associated with, the applicant for the purpose of the regulated activity in question; (ii) any person who will be acting for or on behalf of the applicant in relation to the regulated activity in question; and 116 Table of Contents (iii) if the applicant is a corporation in a group of companies, any other corporation within the same group of companies or any substantial shareholder or officer of any such corporation; (c) whether the applicant has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions; and (d) the state of affairs of any other business which the person carries on or proposes to carry on.
In 2024, we extended our capabilities to provide structured products on moomoo to accredited investors in Singapore as well. As of December 31, 2024, we offer a variety of structured notes including Decu, Sharkfin, FCN and U.S. treasury reverse convertible notes to professional investors.
In 2024, we extended our capabilities to provide structured products on Moomoo to accredited investors in Singapore as well. As of December 31, 2025, we offer a variety of structured notes including Decu, Sharkfin, FCN and U.S. treasury reverse convertible notes to professional investors.
To comply with the relevant laws and regulations, Shenzhen Futu held a valid ICP License as of the date of this annual report. 130 Table of Contents Regulation on Internet Audio-Visual Program Services The Administrative Provisions on the Internet Audio-Video Program Service, or the Audio-Video Program Provisions, promulgated on December 20, 2007, and amended on August 28, 2015, by the Ministry of Information Industry (the predecessor of the MIIT) and the State Administration of Press, Publication, Radio, Film and Television (the predecessor of the National Radio and Television Administration), or the SAPPRFT, stipulates that providers of internet audio-visual program services should obtain an Audio and Video Service Permission, or AVSP.
To comply with the relevant laws and regulations, Shenzhen Futu held a valid ICP License as of the date of this annual report. 136 Table of Contents Regulation on Internet Audio-Visual Program Services The Administrative Provisions on the Internet Audio-Video Program Service, or the Audio-Video Program Provisions, promulgated on December 20, 2007, and amended on August 28, 2015, by the Ministry of Information Industry (the predecessor of the MIIT) and the State Administration of Press, Publication, Radio, Film and Television (the predecessor of the National Radio and Television Administration), or the SAPPRFT, stipulates that providers of internet audio-visual program services should obtain an Audio and Video Service Permission, or AVSP.
In addition, such regulation also stipulates that no organization may establish Internet-based news information service agencies in the form of Sino-foreign joint ventures, Sino-foreign cooperative ventures or wholly foreign-owned enterprises. 131 Table of Contents The Implementation Rules for the Administration of the Licensing for Internet-based News Information Services, promulgated on May 22, 2017, by the CAC, and became effective on June 1, 2017, further clarifies that only a news agency (including the controlling shareholder of a news agency) or an entity under news publicity authorities may apply for a license for editing and publishing services in respect of internet-based news information.
In addition, such regulation also stipulates that no organization may establish Internet-based news information service agencies in the form of Sino-foreign joint ventures, Sino-foreign cooperative ventures or wholly foreign-owned enterprises. 137 Table of Contents The Implementation Rules for the Administration of the Licensing for Internet-based News Information Services, promulgated on May 22, 2017, by the CAC, and became effective on June 1, 2017, further clarifies that only a news agency (including the controlling shareholder of a news agency) or an entity under news publicity authorities may apply for a license for editing and publishing services in respect of internet-based news information.
On April 10, 2019, the MPS issued the Guidelines for Internet Personal Information Security Protection, which is applicable to entities or individuals who control and process personal information by providing services through the Internet, private networks or non-networked environments, and require such entities and individuals to establish personal information management systems, implement technical protection measures and protect personal information in business processes. 135 Table of Contents The SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law on August 20, 2021, which integrates the scattered rules with respect to personal information rights and privacy protection.
On April 10, 2019, the MPS issued the Guidelines for Internet Personal Information Security Protection, which is applicable to entities or individuals who control and process personal information by providing services through the Internet, private networks or non-networked environments, and require such entities and individuals to establish personal information management systems, implement technical protection measures and protect personal information in business processes. 141 Table of Contents The SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law on August 20, 2021, which integrates the scattered rules with respect to personal information rights and privacy protection.
Pursuant to the Equity Pledge Agreements, in the event of a mandatory liquidation required by the PRC laws upon the request of the WFOE, the registered shareholders of the VIEs shall transfer the proceeds they received from liquidation to the account designated by the WFOE under the management of the WFOE, or give such proceeds as a gift to the WFOE or the party/parties designated by the WFOE to the extent permitted by the PRC laws. 167 Table of Contents As a result of the Contractual Arrangements, we direct the activities and receive the economic benefits of the operations of the Consolidated Affiliated Entities, which is not equivalent to equity ownership in the Consolidated Affiliated Entities.
Pursuant to the Equity Pledge Agreements, in the event of a mandatory liquidation required by the PRC laws upon the request of the WFOE, the registered shareholders of the VIEs shall transfer the proceeds they received from liquidation to the account designated by the WFOE under the management of the WFOE, or give such proceeds as a gift to the WFOE or the party/parties designated by the WFOE to the extent permitted by the PRC laws. 175 Table of Contents As a result of the Contractual Arrangements, we direct the activities and receive the economic benefits of the operations of the Consolidated Affiliated Entities, which is not equivalent to equity ownership in the Consolidated Affiliated Entities.
In respect of Moomoo Financial Singapore, these include, but are not limited to, the following requirements under the Securities and Futures (Licensing and Conduct of Business) Regulations, or the SF(LCB)R: (a) maintenance of a minimum deposit in the sum of S$100,000 with the MAS (Regulation 7 of the SF(LCB)R); (b) implement, and ensure compliance with, effective written policies on all operational areas, including financial policies, accounting and internal controls, and internal auditing (Regulation 13(b)(i) of the SF(LCB)R); (c) identify, address and monitor the risks associated with the trading or business activities (Regulation 13(b)(iii) of the SF(LCB)R); (d) ensure that its business activities are subject to adequate internal audit (Regulation 13(b)(iv) of the SF(LCB)R); (e) detailed book-keeping and record-keeping obligations (Regulation 39 of the SF(LCB)R); (f) provision of statements to customers (Regulation 40 of the SF(LCB)R); and (g) regulations on product advertisements (Regulation 46 of the SF(LCB)R).
In respect of Moomoo Financial Singapore, these include, but are not limited to, the following requirements under the Securities and Futures (Licensing and Conduct of Business) Regulations, or the SF(LCB)R: (a) maintenance of a minimum deposit in the sum of S$100,000 with the MAS (Regulation 7 of the SF(LCB)R); (b) implement, and ensure compliance with, effective written policies on all operational areas, including financial policies, accounting and internal controls, and internal auditing (Regulation 13(b)(i) of the SF(LCB)R); 161 Table of Contents (c) identify, address and monitor the risks associated with the trading or business activities (Regulation 13(b)(iii) of the SF(LCB)R); (d) ensure that its business activities are subject to adequate internal audit (Regulation 13(b)(iv) of the SF(LCB)R); (e) detailed book-keeping and record-keeping obligations (Regulation 39 of the SF(LCB)R); (f) provision of statements to customers (Regulation 40 of the SF(LCB)R); and (g) regulations on product advertisements (Regulation 46 of the SF(LCB)R).
The AML/CTF Notices and Guidelines establish a framework within which CMSL holders are to design and develop their own AML/CTF policies, procedures and controls to help prevent money laundering and terrorism financing in Singapore.
The AML/CTF Notices and Guidelines establish a framework within which CMSL holders and MPIs are to design and develop their own AML/CTF policies, procedures and controls to help prevent money laundering and terrorism financing in Singapore.
While specific provisions may differ, broadly speaking, these above regulations generally: (i) prohibit financial institutions from entering into transactions with or relating to a sanctioned person; 158 Table of Contents (ii) prohibit financial institutions from entering into transactions that have a specific purpose which is being targeted by the sanctions rule; or (iii) require financial institutions to freeze assets that may be in their possession or control, where the assets belong to or are controlled by a sanctioned person or where the assets are for the specific purpose that the sanctions rule is targeting, and to notify the authorities accordingly.
While specific provisions may differ, broadly speaking, these above regulations generally: (i) prohibit financial institutions from entering into transactions with or relating to a sanctioned person; 166 Table of Contents (ii) prohibit financial institutions from entering into transactions that have a specific purpose which is being targeted by the sanctions rule; or (iii) require financial institutions to freeze assets that may be in their possession or control, where the assets belong to or are controlled by a sanctioned person or where the assets are for the specific purpose that the sanctions rule is targeting, and to notify the authorities accordingly.
An employer of foreign workers is also subject to, amongst others, the provisions set out in the EA, the EFMA, the Immigration Act 1959 of Singapore (2020 Revised Edition) (the “ Immigration Act ”) and the regulations issued pursuant to the Immigration Act.
An employer of foreign workers is also subject to, amongst others, the provisions set out in the EA, the EFMA, the Immigration Act 1959 of Singapore (2020 Revised Edition) (the “ Immigration Act” ) and the regulations issued pursuant to the Immigration Act.
Additionally, the regulations identify as unfair competition practices that obstruct the legitimate provision of online products by other business operators, including blocking, closing, uninstalling, or restricting the operation of such products, implementing search demotions, engaging in reverse fake transactions, and creating malicious incompatibility. 144 Table of Contents On June 6, 2024, the State Council promulgated the Regulation on Fair Competition Review, which came into effect on August 1, 2024.
Additionally, the regulations identify as unfair competition practices that obstruct the legitimate provision of online products by other business operators, including blocking, closing, uninstalling, or restricting the operation of such products, implementing search demotions, engaging in reverse fake transactions, and creating malicious incompatibility. 150 Table of Contents On June 6, 2024, the State Council promulgated the Regulation on Fair Competition Review, which came into effect on August 1, 2024.
Any Internet-based information service provider in violation of the present Provisions shall be punished in accordance with relevant laws and administrative regulations. 136 Table of Contents On December 29, 2017, the Information Security Technology — Personal Information Security Specification, or the China Specification, was promulgated by the General Administration of Quality Supervision, Inspection and Quarantine, which was last amended on March 6, 2020 and came into effect on October 1, 2020.
Any Internet-based information service provider in violation of the present Provisions shall be punished in accordance with relevant laws and administrative regulations. 142 Table of Contents On December 29, 2017, the Information Security Technology — Personal Information Security Specification, or the China Specification, was promulgated by the General Administration of Quality Supervision, Inspection and Quarantine, which was last amended on March 6, 2020 and came into effect on October 1, 2020.
In addition, network platform operators who possess personal information of more than one million users, and intend to be listed at a foreign stock exchange must be subject to the cybersecurity review. 132 Table of Contents On June 10, 2021, the SCNPC issued the Data Security Law of the PRC, or the Data Security Law, which came into effect on September 1, 2021.
In addition, network platform operators who possess personal information of more than one million users, and intend to be listed at a foreign stock exchange must be subject to the cybersecurity review. 138 Table of Contents On June 10, 2021, the SCNPC issued the Data Security Law of the PRC, or the Data Security Law, which came into effect on September 1, 2021.
Typically, the directors will recommend a particular rate of dividend and the company in general meeting will declare the dividend subject to the maximum recommended by the directors. 161 Table of Contents Singapore adopts a one-tier corporate tax system under which the tax collected from corporate profits is a final tax and the after-tax profits of a company resident in Singapore can be distributed to its shareholders as tax-exempt dividends.
Typically, the directors will recommend a particular rate of dividend and the company in general meeting will declare the dividend subject to the maximum recommended by the directors. 169 Table of Contents Singapore adopts a one-tier corporate tax system under which the tax collected from corporate profits is a final tax and the after-tax profits of a company resident in Singapore can be distributed to its shareholders as tax-exempt dividends.
Additionally, we had throttling controllers connected to the trading system of the Hong Kong Stock Exchange, allowing us to execute a large number of trading transactions simultaneously and respond quickly to sudden surges in order volumes. As of December 31, 2024, we were capable of processing more than 1,000 Hong Kong listed securities trades per second.
Additionally, we had throttling controllers connected to the trading system of the Hong Kong Stock Exchange, allowing us to execute a large number of trading transactions simultaneously and respond quickly to sudden surges in order volumes. As of December 31, 2025, we were capable of processing more than 1,000 Hong Kong listed securities trades per second.
Copyright On September 7, 1990, the SCNPC promulgated the PRC Copyright Law, which was last amended on November 11, 2020 and such amendment became effective on June 1, 2021, and the Implementation of Copyright Law of PRC, was last amended on January 30, 2013 and became effective on March 1, 2013. 137 Table of Contents On May 18, 2006, the State Council promulgated the Regulations on the Protection of the Right to Network Dissemination of Information, as amended on January 30, 2013.
Copyright On September 7, 1990, the SCNPC promulgated the PRC Copyright Law, which was last amended on November 11, 2020 and such amendment became effective on June 1, 2021, and the Implementation of Copyright Law of PRC, was last amended on January 30, 2013 and became effective on March 1, 2013. 143 Table of Contents On May 18, 2006, the State Council promulgated the Regulations on the Protection of the Right to Network Dissemination of Information, as amended on January 30, 2013.
We support various fund transfer methods for payment of Hong Kong dollar, US dollar, offshore RMB, Singapore dollar, Australian dollar, Japanese Yen, Malaysian Ringgit and Canadian dollar. For payment from Hong Kong bank accounts, we support fund transfer via electronic direct debit authentication (eDDA), bank-securities account transfer, fast payment system (FPS), internet banking, ATM/over-the-counter transfer and cheque.
We support various fund transfer methods for payment of Hong Kong dollar, US dollar, offshore RMB, Singapore dollar, Australian dollar, Japanese Yen, Malaysian Ringgit, Canadian dollar and New Zealand dollar. For payment from Hong Kong bank accounts, we support fund transfer via electronic direct debit authentication (eDDA), bank-securities account transfer, fast payment system (FPS), internet banking, ATM/over-the-counter transfer and cheque.
For clients on Futubull , we also perform client suitability assessment where each client is required to fill in a suitability questionnaire to determine his or her risk profile. A client can only purchase wealth management products with risk ratings that match his or her risk profile. Only professional investors can access private funds through our platform.
For clients on Futubull , we also perform client suitability assessment where each client is required to fill in a risk profile questionnaire to determine his or her risk profile. A client can only purchase wealth management products with risk ratings that match his or her risk profile. Only professional investors can access unauthorized funds through our platform.
Pursuant to the Central Provident Fund Act 1953 of Singapore (2020 Revised Edition) (the “ CPFA ”), an employer is obliged to make CPF contributions for all employees who are citizens or permanent residents of Singapore who are employed in Singapore under a contract of service and employed under a permanent, part-time or casual basis (with the exception of a contract of service or other agreement entered into in Singapore as a master, a seaman or an apprentice in any vessel where the owners have been exempted from the provisions of the CPFA). 159 Table of Contents CPF contributions are required for both ordinary wages and additional wages (subject to the respective CPF contribution ceilings) of employees at the applicable prescribed rates which are dependent on, inter alia, the amount of monthly wages and the age of the employee.
Pursuant to the Central Provident Fund Act 1953 of Singapore (2020 Revised Edition) (the “CPFA”), an employer is obliged to make CPF contributions for all employees who are citizens or permanent residents of Singapore who are employed in Singapore under a contract of service and employed under a permanent, part-time or casual basis (with the exception of a contract of service or other agreement entered into in Singapore as a master, a seaman or an apprentice in any vessel where the owners have been exempted from the provisions of the CPFA). 167 Table of Contents CPF contributions are required for both ordinary wages and additional wages (subject to the respective CPF contribution ceilings) of employees at the applicable prescribed rates which are dependent on, inter alia, the amount of monthly wages and the age of the employee.
We provide a comprehensive range of investment products, including equities and derivatives across major global exchanges, margin financing and securities lending, as well as fund and bond investments, leveraging licenses, registrations and memberships across Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia and Europe.
We provide a comprehensive range of investment products, including equities and derivatives across major global exchanges, margin financing and securities lending, as well as fund and bond investments, leveraging licenses, registrations and memberships across Hong Kong, Singapore, the United States, Australia, Japan, Canada, Malaysia, Europe and New Zealand.
In 2024, we sponsored the “Trailwalker” event held in Hong Kong with donation contribution, reflecting our commitment to supporting charitable initiatives. Our founder, chairman of the board of directors and chief executive officer, Mr. Leaf Hua Li, together with our employees, participated the “Trailwalker” event, demonstrating our commitment to enhancing organizational cohesion and resilience.
In 2025, we sponsored the “Trailwalker” event held in Hong Kong with donation contribution, reflecting our commitment to supporting charitable initiatives. Our founder, chairman of the board of directors and chief executive officer, Mr. Leaf Hua Li, together with our employees, participated the “Trailwalker” event, demonstrating our commitment to enhancing organizational cohesion and resilience.
The Exclusive Business Cooperation Agreements also provide that the WFOE has the exclusive proprietary rights to and interests in any and all intellectual property rights developed or created by the VIEs during the performance of the Exclusive Business Cooperation Agreements. 164 Table of Contents The Exclusive Business Cooperation Agreements shall remain effective unless otherwise terminated by the WFOE in writing or in accordance with the provisions of the Exclusive Business Cooperation Agreements.
The Exclusive Business Cooperation Agreements also provide that the WFOE has the exclusive proprietary rights to and interests in any and all intellectual property rights developed or created by the VIEs during the performance of the Exclusive Business Cooperation Agreements. 172 Table of Contents The Exclusive Business Cooperation Agreements shall remain effective unless otherwise terminated by the WFOE in writing or in accordance with the provisions of the Exclusive Business Cooperation Agreements.
The requirements of Direct Clearing Participantship are as follows: ● be an Options Trading Exchange Participant of the Stock Exchange of Hong Kong; 117 Table of Contents ● have in place procedures and a back office computer system appropriate to the type of SEOCH Participant applied for; ● have a liquid capital of not less than the higher of: (a) its required liquid capital under the Securities and Futures (Financial Resources) Rules; or (b) HK$5,000,000; and ● contribute HK$1,500,000 to the reserve fund under the rules of SEOCH.
The requirements of Direct Clearing Participantship are as follows: ● be an Options Trading Exchange Participant of the Stock Exchange of Hong Kong; ● have in place procedures and a back office computer system appropriate to the type of SEOCH Participant applied for; ● have a liquid capital of not less than the higher of: (a) its required liquid capital under the Securities and Futures (Financial Resources) Rules; or (b) HK$5,000,000; and ● contribute HK$1,500,000 to the reserve fund under the rules of SEOCH.
Moomoo Financial Singapore shall, no later than the next business day after the day on which any of its appointed representatives, provisional representatives or temporary representatives has ceased to carry on business in dealing in capital markets products in respect of any or all types of capital markets products indicated against his name in the public register of representatives, notify the MAS by lodging a notice in the prescribed form and in the manner specified at http://www.mas.gov.sg. 18.
Moomoo Financial Singapore shall, no later than the next business day after the day on which any of its appointed representatives, provisional representatives or temporary representatives has ceased to carry on business in dealing in capital markets products in respect of any or all types of capital markets products indicated against his name in the public register of representatives, notify the MAS by lodging a notice in the prescribed form and in the manner specified at http://www.mas.gov.sg. 159 Table of Contents 18.
A CMSL holder should, among other things: (a) take appropriate steps to identify, assess and update its money laundering and terrorism financing risks in relation to the launch or use of new products, new business practices, new delivery mechanisms, or new or developing technologies, and to ensure that appropriate measures and controls are implemented to mitigate and manage such risks; (b) conduct anti-money laundering and customer due diligence (“ CDD ”) checks on all new customers (extending to the beneficial owners, connected parties of the customer and persons appointed to act on the customer’s behalf), and update its CDD checks on existing customers from time to time; (c) perform such CDD checks where the licensed corporation first establishes business relations with any customer, where the licensed corporation undertakes any transaction of a value exceeding S$20,000 for any customer who has not otherwise established business relations with it, where there is a suspicion of money laundering or terrorism financing, or where the licensed corporation has doubts about the veracity or adequacy of any information previously obtained; (d) reserve the right to request for such information as deemed necessary to verify the identity, tax status and/or source of payment of a customer in order to comply with any applicable law or regulation of any jurisdiction; (e) implement internal risk management systems, policies, procedures and controls to determine if particular business relations with or transactions for any customer presents a higher risk for money laundering or terrorism financing; (f) conduct on-going monitoring of activities of its customers to ensure that they are consistent with the nature of business, the risk profile and source of funds, as well as identify transactions that are complex, large or unusual, or patterns of transactions that have no apparent economic or lawful purpose; (g) conduct comprehensive on-going screening against the United Nations watch lists, other relevant money laundering and terrorism financing sources and lists and information provided by the MAS or other relevant authorities in Singapore; and 156 Table of Contents (h) report transactions suspected to contain the proceeds of criminal conduct or that is connected in any way with money laundering, tax evasion or terrorist financing to the Suspicious Transactions Reporting Office and the MAS, and document the basis for its assessment and the decision to report the transaction.
As a CMSL holder and digital payment token service provider, Moomoo Financial Singapore should, among other things: (a) take appropriate steps to identify, assess and update its money laundering and terrorism financing risks in relation to the launch or use of new products, new business practices, new delivery mechanisms, or new or developing technologies, and to ensure that appropriate measures and controls are implemented to mitigate and manage such risks; (b) conduct anti-money laundering and customer due diligence (“CDD”) checks on all new customers (extending to the beneficial owners, connected parties of the customer and persons appointed to act on the customer’s behalf), and update its CDD checks on existing customers from time to time; (c) perform such CDD checks where the licensed corporation first establishes business relations with any customer, where the licensed corporation undertakes any transaction of a value exceeding S$20,000 for any customer who has not otherwise established business relations with it, where there is a suspicion of money laundering or terrorism financing, or where the licensed corporation has doubts about the veracity or adequacy of any information previously obtained; (d) reserve the right to request for such information as deemed necessary to verify the identity, tax status and/or source of payment of a customer in order to comply with any applicable law or regulation of any jurisdiction; (e) implement internal risk management systems, policies, procedures and controls to determine if particular business relations with or transactions for any customer presents a higher risk for money laundering or terrorism financing; (f) conduct on-going monitoring of activities of its customers to ensure that they are consistent with the nature of business, the risk profile and source of funds, as well as identify transactions that are complex, large or unusual, or patterns of transactions that have no apparent economic or lawful purpose; (g) conduct comprehensive on-going screening against the United Nations watch lists, other relevant money laundering and terrorism financing sources and lists and information provided by the MAS or other relevant authorities in Singapore; and 164 Table of Contents (h) report transactions suspected to contain the proceeds of criminal conduct or that is connected in any way with money laundering, tax evasion or terrorist financing to the Suspicious Transactions Reporting Office and the MAS, and document the basis for its assessment and the decision to report the transaction.
Individuals will be liable on conviction to a fine not exceeding S$250,000 or to imprisonment for a term not exceeding 3 years or to both, while non-individuals would be liable on conviction to a fine not exceeding S$500,000. 157 Table of Contents The CDSA also provides for the offence of tipping-off.
Individuals will be liable on conviction to a fine not exceeding S$250,000 or to imprisonment for a term not exceeding 3 years or to both, while non-individuals would be liable on conviction to a fine not exceeding S$500,000. 165 Table of Contents The CDSA also provides for the offence of tipping-off.
They are required to comply with all applicable provisions of the SFO and its subsidiary rules and regulations, as well as the codes and guidelines issued by the HK SFC. 113 Table of Contents Outlined below are some of the key continuing obligations of our licensed corporations under the SFO: ● maintenance of minimum paid-up share capital and liquid capital, and submission of financial resources returns to the HK SFC in accordance with the requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) (“FRR”); ● maintenance of segregated account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong); ● maintenance of segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong); ● issuance of contract notes, statements of account and receipts in accordance with the requirements under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong); ● maintenance of proper records in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); ● 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); ● maintenance of insurance against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong); ● payment of annual fees and submission of annual returns to the HK SFC within one month after each anniversary date of the license; ● notification to the HK SFC of certain changes and events in accordance with the requirements under the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong); ● notification to the HK SFC of any changes in the appointment of MICs or any changes in certain particulars of MICs pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management dated December 16, 2016 issued by the HK SFC; ● compliance with the continuous professional training and related record keeping requirements under the Guidelines on Continuous Professional Training issued by the HK SFC; ● implementation of appropriate policies and procedures relating to client acceptance, client due diligence, record keeping, identification and reporting of suspicious transactions and staff screening, education and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter- Financing of Terrorism (For Licensed Corporations and SFC-licensed Virtual Asset Service Providers) issued by the HK SFC, or the AML/CTF Guideline; ● compliance with the business conduct requirements under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the Securities and Futures Commission, the Fund Manager Code of Conduct and the Fit and Proper Guidelines; 114 Table of Contents ● compliance with employee dealings requirements under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, which requires licensed corporations to implement procedures and policies on employee trading, to actively monitor the trading activities in their employees’ accounts and their related accounts; ● compliance with the Advertising Guidelines Applicable to Collective Investment Schemes Authorized under the Product Codes, the Guidelines on Disclosure of Fees and Charges Relating to Securities Services and other applicable codes, circulars and guidelines issued by the Securities and Futures Commission; and ● compliance with the requirements in relation to provision of order execution, distribution or advisory services in respect of investment products via online platforms under the Guidelines on Online Distribution and Advisory Platforms issued by the Securities and Futures Commission.
Outlined below are some of the key continuing obligations of our licensed corporations under the SFO: ● maintenance of minimum paid-up share capital and liquid capital, and submission of financial resources returns to the HK SFC in accordance with the requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) (“FRR”); ● maintenance of segregated account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong); ● maintenance of segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong); ● issuance of contract notes, statements of account and receipts in accordance with the requirements under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong); ● maintenance of proper records in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); 118 Table of Contents ● 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); ● maintenance of insurance against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong); ● payment of annual fees and submission of annual returns to the HK SFC within one month after each anniversary date of the license; ● notification to the HK SFC of certain changes and events in accordance with the requirements under the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong); ● notification to the HK SFC of any changes in the appointment of MICs or any changes in certain particulars of MICs pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management dated December 16, 2016 issued by the HK SFC; ● compliance with the continuous professional training and related record keeping requirements under the Guidelines on Continuous Professional Training issued by the HK SFC; ● implementation of appropriate policies and procedures relating to client acceptance, client due diligence, record keeping, identification and reporting of suspicious transactions and staff screening, education and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter- Financing of Terrorism (For Licensed Corporations and SFC-licensed Virtual Asset Service Providers) issued by the HK SFC, or the AML/CTF Guideline; ● compliance with the business conduct requirements under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the Securities and Futures Commission, the Fund Manager Code of Conduct and the Fit and Proper Guidelines; ● compliance with employee dealings requirements under the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission, which requires licensed corporations to implement procedures and policies on employee trading, to actively monitor the trading activities in their employees’ accounts and their related accounts; ● compliance with the Advertising Guidelines Applicable to Collective Investment Schemes Authorized under the Product Codes, the Guidelines on Disclosure of Fees and Charges Relating to Securities Services and other applicable codes, circulars and guidelines issued by the Securities and Futures Commission; and ● compliance with the requirements in relation to provision of order execution, distribution or advisory services in respect of investment products via online platforms under the Guidelines on Online Distribution and Advisory Platforms issued by the Securities and Futures Commission.
The requirements for being accepted for registration and remaining registered as a China Connect Clearing Participant are as follows: ● to be a Direct Clearing Participant or a General Clearing Participant; ● to undertake to pay HKSCC such amount of Mainland Settlement Deposit, Mainland Security Deposit, Marks and Collateral as may be specified by HKSCC in accordance with the Operational Procedures of HKSCC in relation to CCASS; and 118 Table of Contents ● to meet all other relevant China Connect Clearing Participant Registration Criteria.
The requirements for being accepted for registration and remaining registered as a China Connect Clearing Participant are as follows: ● to be a Direct Clearing Participant or a General Clearing Participant; ● to undertake to pay HKSCC such amount of Mainland Settlement Deposit, Mainland Security Deposit, Marks and Collateral as may be specified by HKSCC in accordance with the Operational Procedures of HKSCC in relation to CCASS; and ● to meet all other relevant China Connect Clearing Participant Registration Criteria.
We position ourselves as an online retail securities broker based in Hong Kong with an expanded international footprint in Singapore, the United States, Australia, Japan, Canada and Malaysia, as well as strong background and abundant resources in the PRC.
We position ourselves as an online retail securities broker based in Hong Kong with an expanded international footprint in Singapore, the United States, Australia, Japan, Canada, Malaysia and New Zealand, as well as strong background and abundant resources in the PRC.
Foreign investment and domestic investment in industries outside the scope of the Negative List would be treated equally. 129 Table of Contents Pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises, promulgated by the State Council with the latest amendments becoming effective in May 2022, the ultimate foreign equity ownership in a value-added telecommunication services provider must not exceed 50%.
Foreign investment and domestic investment in industries outside the scope of the Negative List would be treated equally. Pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises, promulgated by the State Council with the latest amendments becoming effective in May 2022, the ultimate foreign equity ownership in a value-added telecommunication services provider must not exceed 50%.
The directly accountable person(s) in charge and other directly accountable personnel shall be reprimanded and subject to a fine. 126 Table of Contents As announced by the CSRC on December 30, 2022, the CSRC has initiated inquiries on us regarding our cross-border operations in Mainland China, including the provision of cross-border securities business services for domestic, China-based investors.
The directly accountable person(s) in charge and other directly accountable personnel shall be reprimanded and subject to a fine. As announced by the CSRC on December 30, 2022, the CSRC has initiated inquiries on us regarding our cross-border operations in Mainland China, including the provision of cross-border securities business services for domestic, China-based investors.
The categories of activities regulated under the SFA are set out under Part 1 of the Second Schedule to the SFA as follows: (1) dealing in capital markets products; (2) advising on corporate finance; (3) fund management; (4) real estate investment trust management; 149 Table of Contents (5) product financing; (6) providing credit rating services; and (7) providing custodial services.
The categories of activities regulated under the SFA are set out under Part 1 of the Second Schedule to the SFA as follows: (1) dealing in capital markets products; (2) advising on corporate finance; (3) fund management; (4) real estate investment trust management; (5) product financing; (6) providing credit rating services; and (7) providing custodial services.
CMS101000) and is licensed under the SFA to conduct the following regulated activities: (1) dealing in capital markets products; (2) product financing; and (3) providing custodial services. Under the SFA, “capital markets products” include, amongst others, securities,(1) units in a collective investment scheme, derivatives contracts, and spot foreign exchange contracts for the purposes of leveraged foreign exchange trading.
CMS101000) and is licensed under the SFA to conduct the following regulated activities: (1) dealing in capital markets products; (2) product financing; and (3) providing custodial services. 156 Table of Contents Under the SFA, “capital markets products” include, amongst others, securities,(1) units in a collective investment scheme, derivatives contracts, and spot foreign exchange contracts for the purposes of leveraged foreign exchange trading.
We provide health insurance, medical insurance and work-injury compensation insurance for our Singapore-based and U.S.-based employees, respectively. Our Japanese subsidiary provides social security insurance for our Japan-based employees. Our Australian subsidiary provides professional indemnity insurance, WorkCover insurance and public liability insurance to our Australia-based employees.
We provide health insurance, medical insurance and work-injury compensation insurance for our Singapore-based and U.S.-based employees, respectively. Our Japanese subsidiary provides social security insurance for our Japan-based employees. Our Australian subsidiary provides professional indemnity, WorkCover, medical, and public liability insurance for all Australia-based employees.
(4) The following conditions are currently imposed on Futu Securities in relation to Type 9 regulated activity: (i) the licensee shall not provide a service of managing a portfolio of futures contracts for another person; and (ii) the licensee shall only provide services to “professional investors” as defined under the SFO and its subsidiary legislation.
(4) The following conditions are currently imposed on Futu Securities in relation to Type 9 regulated activity: (i) the licensee shall not provide a service of managing a portfolio of futures contracts for another person; and 113 Table of Contents (ii) the licensee shall only provide services to “professional investors” as defined under the SFO and its subsidiary legislation.
Types of Licensed Insurance Brokers The licensing regime under the IO prescribes two types of licensed insurance brokers: 122 Table of Contents ● licensed insurance broker companies, which is a company that is granted a license to carry out regulated activities and to perform the act of negotiating or arranging an insurance contract as an agent of any policy holder or potential policy holder; and ● licensed technical representatives (broker), which is an individual who is granted a license to carry on regulated activities, as an agent of any licensed insurance broker company.
Types of Licensed Insurance Brokers The licensing regime under the IO prescribes two types of licensed insurance brokers: ● licensed insurance broker companies, which is a company that is granted a license to carry out regulated activities and to perform the act of negotiating or arranging an insurance contract as an agent of any policy holder or potential policy holder; and ● licensed technical representatives (broker), which is an individual who is granted a license to carry on regulated activities, as an agent of any licensed insurance broker company.
With limited exceptions, customers must be provided with an opportunity to opt out of disclosures to third parties. Certain states such as California have imposed additional privacy requirements. 147 Table of Contents Regulation S-P also requires broker-dealers to adopt policies and procedures redesigned to safeguard customer data and records from unauthorized access.
With limited exceptions, customers must be provided with an opportunity to opt out of disclosures to third parties. Certain states such as California have imposed additional privacy requirements. Regulation S-P also requires broker-dealers to adopt policies and procedures redesigned to safeguard customer data and records from unauthorized access.
The requirements of Clearing Participantship are as follows: ● be an Exchange Participant of the Hong Kong Futures Exchange; ● have a liquid capital of not less than the higher of: (a) its required liquid capital under the Securities and Futures (Financial Resources) Rules; or (b) HK$5,000,000; and ● contribute HK$1,500,000 participant deposit to the reserve fund under the rules of HKCC.
The requirements of Clearing Participantship are as follows: ● be an Exchange Participant of the Hong Kong Futures Exchange; ● have a liquid capital of not less than the higher of: 123 Table of Contents (a) its required liquid capital under the Securities and Futures (Financial Resources) Rules; or (b) HK$5,000,000; and ● contribute HK$1,500,000 participant deposit to the reserve fund under the rules of HKCC.
Goods and Services Tax (“ GST ”) GST in Singapore is a consumption tax that is levied on import of goods into Singapore, as well as nearly all supplies of goods and services in Singapore at a prevailing rate of 9% since January 1, 2024.
Goods and Services Tax (“GST”) GST in Singapore is a consumption tax that is levied on import of goods into Singapore, as well as nearly all supplies of goods and services in Singapore at a prevailing rate of 9% since January 1, 2024.
(5) Each of Futu Holdings Limited, Futu Financial Limited, Futu Lending Limited, Futu Network Technology Limited and Futu Securities (Hong Kong) Limited owns 20% of the share capital in Futu Trustee Limited. (6) Moomoo Financial Singapore Pte. Ltd. was formerly known as Futu Singapore Pte.
(6) Each of Futu Holdings Limited, Futu Financial Limited, Futu Lending Limited, Futu Network Technology Limited and Futu Securities (Hong Kong) Limited owns 20% of the share capital in Futu Trustee Limited. (7) Moomoo Financial Singapore Pte. Ltd. was formerly known as Futu Singapore Pte.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. 121 Table of Contents Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) Money lenders and money-lending transactions in Hong Kong are regulated by the Money Lenders Ordinance.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong) Money lenders and money-lending transactions in Hong Kong are regulated by the Money Lenders Ordinance.
The registrations of the Equity Pledge Agreements in relation to the VIEs had been completed. 165 Table of Contents Power of Attorney . The registered shareholders have executed the powers of attorney dated September 30, 2021 (the “Powers of Attorney”).
The registrations of the Equity Pledge Agreements in relation to the VIEs had been completed. 173 Table of Contents Power of Attorney . The registered shareholders have executed the powers of attorney dated September 30, 2021 (the “Powers of Attorney”).
Set out below is a breakdown of our IPO distribution activity as an underwriter during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31 ​ 2022 2023 2024 Number of IPO transactions 42 37 40 ​ We promote global offerings through multiple channels, including targeted push notifications and professional investor roadshows, and keep the lead underwriters updated on the orders placed with us on a daily basis.
Set out below is a breakdown of our IPO distribution activity as an underwriter during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Number of IPO transactions 37 40 ​ 57 ​ We promote global offerings through multiple channels, including targeted push notifications and professional investor roadshows, and keep the lead underwriters updated on the orders placed with us on a daily basis.
On November 15, 2021, the SAMR published the Overseas Anti-monopoly Compliance Guidelines for Enterprises, which is aimed at helping PRC companies establish and strengthen overseas anti-monopoly compliance systems to reduce overseas anti-monopoly compliance risks. On January 22. 2024, the State Council released the Provisions of the State Council on the Threshold for the Filing of Concentration of Undertaking (2024 Revision).
On November 15, 2021, the SAMR published the Overseas Anti-monopoly Compliance Guidelines for Enterprises, which is aimed at helping PRC companies establish and strengthen overseas anti-monopoly compliance systems to reduce overseas anti-monopoly compliance risks. 149 Table of Contents On January 22. 2024, the State Council released the Provisions of the State Council on the Threshold for the Filing of Concentration of Undertaking (2024 Revision).
Moomoo Financial Singapore shall immediately inform MAS of any matter which may adversely affect its financial position to a material extent. 5. Moomoo Financial Singapore shall conduct its business in such a manner as to avoid conflicts of interests, and should such conflicts arise, shall ensure that they are resolved fairly and equitably. 151 Table of Contents 6.
Moomoo Financial Singapore shall immediately inform MAS of any matter which may adversely affect its financial position to a material extent. 5. Moomoo Financial Singapore shall conduct its business in such a manner as to avoid conflicts of interests, and should such conflicts arise, shall ensure that they are resolved fairly and equitably. 6.
In addition, broker-dealers must ensure that all of their email communications relating to the broker-dealer’s business are transmitted using authorized systems and are archived for future access. All required records must be preserved for various periods of time specified in Exchange Act Rule 17a-4.
In addition, broker-dealers must ensure that all of their email communications relating to the broker-dealer’s business are transmitted using authorized systems and are archived for future access. 154 Table of Contents All required records must be preserved for various periods of time specified in Exchange Act Rule 17a-4.
The Companies Registry of Hong Kong is responsible for the administration of the licensing regime for TCSPs. It is an offense for a person to carry on a trust or company service business in Hong Kong without a license. A TCSP license, once granted, will generally be valid for three years.
The Companies Registry of Hong Kong is responsible for the administration of the licensing regime for TCSPs. It is an offense for a person to carry on a trust or company service business in Hong Kong without a license. 125 Table of Contents A TCSP license, once granted, will generally be valid for three years.
The aforementioned “types of capital markets products” refer to each of the following classes: (a) securities; (b) units in a collective investment scheme; 152 Table of Contents (c) exchange-traded derivatives contracts; (d) over-the-counter derivatives contracts; or (e) spot foreign exchange contracts for the purposes of leveraged foreign exchange trading. 16.
The aforementioned “types of capital markets products” refer to each of the following classes: (a) securities; (b) units in a collective investment scheme; (c) exchange-traded derivatives contracts; (d) over-the-counter derivatives contracts; or (e) spot foreign exchange contracts for the purposes of leveraged foreign exchange trading. 16.
On October 17, 2019, we changed our symbol from “FHL” to “FUTU.” In August 2020, we completed a follow-on public offering of ADSs, and raised US$301.8 million in net proceeds after deducting underwriting discounts and offering expenses.
On October 17, 2019, we changed our symbol from “FHL” to “FUTU.” 83 Table of Contents In August 2020, we completed a follow-on public offering of ADSs, and raised US$301.8 million in net proceeds after deducting underwriting discounts and offering expenses.
Under Section 6(1) of the FAA, a person is not to act as a financial adviser in Singapore in respect of any financial advisory services unless he is authorised to do so in respect of that financial advisory service by a financial adviser’s license (“ FAL ”), or is an exempt financial adviser.
Under Section 6(1) of the FAA, a person is not to act as a financial adviser in Singapore in respect of any financial advisory services unless he is authorised to do so in respect of that financial advisory service by a financial adviser’s license (“FAL”), or is an exempt financial adviser.
(4) Mr. Leaf Hua Li and Ms. Lei Li hold 85% and 15% equity interests, respectively, in each of Shenzhen Futu Network Technology Co., Ltd. and Haikou Futu Information Services Co., Ltd. Mr. Li is our founder, chairman of board of directors and chief executive officer. Ms. Lei Li is Mr. Li’s spouse.
Lei Li hold 85% and 15% equity interests, respectively, in each of Shenzhen Futu Network Technology Co., Ltd. and Haikou Futu Information Services Co., Ltd. Mr. Li is our founder, chairman of board of directors and chief executive officer. Ms. Lei Li is Mr. Li’s spouse.
We have established an intelligent risk control platform built on our proprietary algorithms, which is capable of analyzing different types, sources and stages of risks and providing margin ratio adjustment recommendations and early risk warnings. We have also developed AI-based customer service function leveraging our big data analytic s and natural language processing capabilities.
We have established an intelligent risk control platform built on our proprietary algorithms, which is capable of analyzing different types, sources and stages of risks and providing margin ratio adjustment recommendations and early risk warnings. We have also developed AI-based customer service function leveraging our data analytics and natural language processing capabilities.
Regulations on Anti-unfair Competition Law Competition among business operators is generally governed by the Anti-unfair Competition Law of the PRC, or the Anti-unfair Competition Law, which was promulgated by the SCNPC on September 2, 1993 and amended on November 4, 2017 and April 23, 2019 respectively.
Regulations on Anti-unfair Competition Law Competition among business operators is generally governed by the Anti-unfair Competition Law of the PRC, or the Anti-unfair Competition Law, which was promulgated by the SCNPC on September 2, 1993 and amended on November 4, 2017, April 23, 2019 and June 27, 2025, respectively.
The purpose-built nature of our technology enables our platform to be adaptable and we can react quickly to industry and regulatory changes in a highly scalable way. 100 Table of Contents In May 2020, we established a technology committee headed by Mr.
The purpose-built nature of our technology enables our platform to be adaptable and we can react quickly to industry and regulatory changes in a highly scalable way. In May 2020, we established a technology committee headed by Mr.
Failure to comply with the laws and regulations on environmental, social and governance matters may subject us to penalties and adversely affect our business, financial condition and results of operations.” As of the date of this annual report, our business, financial conditions and results of operations had not been materially adversely impacted by ESG risks including those relating to health, work safety, environmental, social or climate-related issues.
Failure to comply with the laws and regulations on environmental, social and governance matters may subject us to penalties and adversely affect our business, financial condition and results of operations.” 103 Table of Contents As of the date of this annual report, our business, financial conditions and results of operations have not been materially adversely impacted by ESG risks including those relating to health, work safety, environmental, social or climate-related issues.
The six Data Protection Principles are: ● Principle 1 — purpose and manner of collection of personal data; ● Principle 2 — accuracy and duration of retention of personal data; ● Principle 3 — use of personal data; ● Principle 4 — security of personal data; ● Principle 5 — information to be generally available; and ● Principle 6 — access to personal data.
The six Data Protection Principles are: ● Principle 1 - purpose and manner of collection of personal data; 126 Table of Contents ● Principle 2 - accuracy and duration of retention of personal data; ● Principle 3 - use of personal data; ● Principle 4 - security of personal data; ● Principle 5 - information to be generally available; and ● Principle 6 - access to personal data.
This feature allows our clients to proactively manage their positions in a timely manner and minimize the forced liquidation being taken. Wealth Management Product Distribution Risk Management We perform due diligence on all investment products and assign risk ratings for each mutual fund, private fund and bond we offer.
This feature allows our clients to proactively manage their positions in a timely manner and minimize the forced liquidation being taken. Wealth Management Product Distribution Risk Management We perform due diligence on all investment products and assign risk ratings for each product we offer.
All broker-dealers in the United States are also required to become members of the Securities Investor Protection Corporation, or the SIPC, which insures customer brokerage accounts against losses (subject to a cap) that result from the broker-dealer becoming bankrupt of experiencing financial trouble. SIPC does not insure against investment losses.
All broker-dealers in the United States are also required to become members of the Securities Investor Protection Corporation, or the SIPC, which insures customer brokerage accounts against losses (subject to a cap) that result from the broker-dealer becoming bankrupt of experiencing financial trouble.
In addition to the obligations above, the PDPA also established a Do-Not-Call Registry (“ DNC Registry ”) under Part 9 of the PDPA, which allows individuals to register their Singapore telephone numbers to opt out of receiving marketing phone calls, mobile text messages and faxes from organizations.
In addition to the obligations above, the PDPA also established a Do-Not-Call Registry (“DNC Registry”) under Part 9 of the PDPA, which allows individuals to register their Singapore telephone numbers to opt out of receiving marketing phone calls, mobile text messages and faxes from organizations.
In addition, we provide API services that allow clients to trade through our platform using their own programs. The trade execution process is entirely online and automated. We aggregate orders simultaneously and form trading instructions which are subsequently delivered to respective exchanges.
In addition, we provide API services that allow clients to trade through our platform using their own programs. 89 Table of Contents The trade execution process is entirely online and automated. We aggregate orders simultaneously and form trading instructions which are subsequently delivered to respective exchanges.
We charge a subscription fee on the private funds in most cases, which will be deducted from clients’ accounts. Along with the subscription payment, we share management fees and, in some cases, incentive fees with the fund houses. 92 Table of Contents ● Structured products. In June 2022, we started to offer structured products on Futubull .
We charge a subscription fee on the private funds in most cases, which will be deducted from clients’ accounts. Along with the subscription payment, we share management fees and, in some cases, incentive fees with the fund houses. ● Structured products . In June 2022, we started to offer structured products on Futubull .
Where the base capital falls below the base capital requirement or where the CMSL holder becomes aware that the base capital will fall below the base capital requirement, the MAS must be notified immediately. 154 Table of Contents Risk Capital Requirements Furthermore, a CMSL holder shall at all times meet the risk-based capital requirement in the SF(FMR)R upon obtaining its license.
Where the base capital falls below the base capital requirement or where the CMSL holder becomes aware that the base capital will fall below the base capital requirement, the MAS must be notified immediately. Risk Capital Requirements Furthermore, a CMSL holder shall at all times meet the risk-based capital requirement in the SF(FMR)R upon obtaining its license.
Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act The Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore (2020 Revised Edition) (“ CDSA ”) criminalizes money laundering and organizes money laundering offences into two main groups: drug-related offences and other criminal offences.
Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act The Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore (2020 Revised Edition) (“CDSA”) criminalizes money laundering and organizes money laundering offences into two main groups: drug-related offences and other criminal offences.
The total assets of Futu Network and the Consolidated Affiliated Entities amounted to HK$847.2 million, HK$687.1 million and HK$483.1 million (US$62.2 million), accounting for 0.8%, 0.7% and 0.3% of our total assets, respectively, as of the end of the same years, taking intercompany transaction offset into consideration.
The total assets of Futu Network and the Consolidated Affiliated Entities amounted to HK$687.1 million, HK$483.1 million and HK$518.8 million (US$66.7 million), accounting for 0.7%, 0.3% and 0.2% of our total assets, respectively, as of the end of the same years, taking intercompany transaction offset into consideration.
Licensing Regime under the Financial Advisers Act For completeness, the provision of financial advisory services is regulated in Singapore under the Financial Advisers Act 2001 (2020 Revised Edition) (“ FAA ”), and its related subsidiary legislation.
Licensing Regime under the Financial Advisers Act For completeness, the provision of financial advisory services is regulated in Singapore under the Financial Advisers Act 2001 (2020 Revised Edition) (“FAA”), and its related subsidiary legislation.
As of the date of this annual report, Futu Securities was licensed under the SFO to conduct the following regulated activities: ​ Regulated Activities by Type of License Futu Securities Type 1 (1) , Type 2, Type 3 (2) , Type 4, Type 5, Type 7 (3) and Type 9 (4) Notes: (1) The following condition is currently imposed on Futu Securities in relation to Type 1 regulated activity: (i) in relation to virtual asset dealing services, the licensee or registered institution shall: only provide such services through operating an omnibus account established and maintained with an SFC-licensed platform.
As of the date of this annual report, Futu Securities and Panthertrade were licensed under the SFO and the AMLO (with respect to Panthertrade) to conduct the following regulated activities: ​ ​ ​ ​ Regulated Activities by Type of License Futu Securities Type 1 (1) , Type 2, Type 3 (2) , Type 4, Type 5, Type 7 (3) and Type 9 (4) Panthertrade (5) ​ Type 1, Type 7 Operating a Virtual Asset Trading Platform under the AMLO Notes: (1) The following condition is currently imposed on Futu Securities in relation to Type 1 regulated activity: (i) in relation to virtual asset dealing services, the licensee or registered institution shall: only provide such services through operating an omnibus account established and maintained with an SFC-licensed platform.
As of December 31, 2024, each client with funded account had on average around HK$310,000 of assets in their brokerage accounts with us. During 2022, 2023 and 2024, we retained on average above 98% of our clients with funded accounts on a quarterly basis.
As of December 31, 2025, each client with funded account had on average around HK$370,000 of assets in their brokerage accounts with us. During 2023, 2024 and 2025, we retained on average above 98% of our clients with funded accounts on a quarterly basis.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe results of operations in any year are not necessarily indicative of our future trends. 178 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ HK$ % HK$ % HK$ US$ % ​ (in thousands, except for percentages) Revenues Brokerage commission and handling charge income 4,007,642 52.6 3,944,779 39.4 6,044,746 778,190 44.5 Interest income 3,214,327 42.2 5,536,422 55.3 6,666,864 858,280 49.1 Other income 392,058 5.2 527,217 5.3 878,515 113,098 6.4 Total revenues 7,614,027 100.0 10,008,418 100.0 13,590,125 1,749,568 100.0 Costs ​ ​ ​ ​ ​ ​ ​ Brokerage commission and handling charge expenses (329,789) (4.4) (249,567) (2.5) (341,238) (43,930) (2.5) Interest expenses (292,503) (3.8) (910,759) (9.0) (1,617,450) (208,228) (11.9) Processing and servicing costs (373,840) (4.9) (375,904) (3.8) (486,783) (62,668) (3.6) Total costs (996,132) (13.1) (1,536,230) (15.3) (2,445,471) (314,826) (18.0) Total gross profit 6,617,895 86.9 8,472,188 84.7 11,144,654 1,434,742 82.0 Operating expenses ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (1,222,077) (16.1) (1,440,893) (14.4) (1,493,620) (192,286) (11.0) Selling and marketing expenses (1) (895,772) (11.8) (710,348) (7.1) (1,409,313) (181,432) (10.4) General and administrative expenses (1) (931,144) (12.1) (1,313,464) (13.1) (1,620,017) (208,558) (11.9) Total operating expenses (3,048,993) (40.0) (3,464,705) (34.6) (4,522,950) (582,276) (33.3) Income from operations ​ 3,568,902 ​ 46.9 ​ 5,007,483 ​ 50.1 ​ 6,621,704 ​ 852,466 ​ 48.7 Others, net (210,295) (2.8) 33,442 0.3 (86,372) (11,119) (0.6) Income before income tax expense and share of loss from equity method investments 3,358,607 44.1 5,040,925 50.4 6,535,332 841,347 48.1 Income tax expense (413,962) (5.5) (748,479) (7.5) (998,342) (128,525) (7.3) Share of loss from equity method investments (17,752) (0.2) (13,497) (0.1) (103,934) (13,380) (0.8) Net income 2,926,893 38.4 4,278,949 42.8 5,433,056 699,442 40.0 Notes: (1) Share-based compensation expenses were allocated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ HK$ HK$ HK$ US$ ​ (in thousands) Research and development expenses 145,226 201,033 230,830 29,717 General and administrative expenses ​ 44,099 ​ 69,560 ​ 81,966 ​ 10,552 Selling and marketing expenses ​ 15,204 ​ 20,238 ​ 22,130 ​ 2,849 Total 204,529 290,831 334,926 43,118 ​ Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues Total revenues were HK$13,590.1 million (US$1,749.6 million), an increase of 35.8% from HK$10,008.4 million in 2023.
Biggest changeThe results of operations in any year are not necessarily indicative of our future trends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Revenues ​ ​ ​ ​ ​ ​ ​ Brokerage commission and handling charge income 3,944,779 39.4 6,044,746 44.5 10,572,744 1,358,388 46.3 Interest income 5,536,422 55.3 6,666,864 49.1 10,441,585 1,341,537 45.7 Other income 527,217 5.3 878,515 6.4 1,832,569 235,449 8.0 Total revenues 10,008,418 100.0 13,590,125 100.0 22,846,898 2,935,374 100.0 Costs ​ ​ ​ ​ ​ ​ ​ Brokerage commission and handling charge expenses (249,567) (2.5) (341,238) (2.5) (606,044) (77,865) (2.7) Interest expenses (910,759) (9.0) (1,617,450) (11.9) (1,757,852) (225,849) (7.7) Processing and servicing costs (375,904) (3.8) (486,783) (3.6) (578,459) (74,321) (2.5) Total costs (1,536,230) (15.3) (2,445,471) (18.0) (2,942,355) (378,035) (12.9) Total gross profit 8,472,188 84.7 11,144,654 82.0 19,904,543 2,557,339 87.1 Operating expenses ​ ​ ​ ​ ​ ​ ​ Research and development expenses (1) (1,440,893) (14.4) (1,493,620) (11.0) (1,908,758) (245,238) (8.4) Selling and marketing expenses (1) (710,348) (7.1) (1,409,313) (10.4) (1,980,486) (254,453) (8.7) General and administrative expenses (1) (1,313,464) (13.1) (1,620,017) (11.9) (1,934,692) (248,570) (8.5) Total operating expenses (3,464,705) (34.6) (4,522,950) (33.3) (5,823,936) (748,261) (25.6) Income from operations ​ 5,007,483 ​ 50.1 ​ 6,621,704 ​ 48.7 ​ 14,080,607 ​ 1,809,078 ​ 61.5 Others, net 33,442 0.3 (86,372) (0.6) (367,448) (47,210) (1.6) Income before income tax expense and share of loss from equity method investments 5,040,925 50.4 6,535,332 48.1 13,713,159 1,761,868 59.9 Income tax expense (748,479) (7.5) (998,342) (7.3) (2,359,633) (303,166) (10.3) Share of loss from equity method investments (13,497) (0.1) (103,934) (0.8) (51,619) (6,632) (0.2) Net Income 4,278,949 42.8 5,433,056 40.0 11,301,907 1,452,070 49.4 Notes: (1) Share-based compensation expenses were allocated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ US$ ​ (in thousands) Research and development expenses 201,033 230,830 226,490 29,099 General and administrative expenses ​ 69,560 ​ 81,966 ​ 88,091 ​ 11,318 Selling and marketing expenses ​ 20,238 ​ 22,130 ​ 28,443 ​ 3,655 Total 290,831 334,926 343,024 44,072 ​ 187 Table of Contents Year ended December 31, 2025 compared to year ended December 31, 2024 Revenues Total revenues were HK$22,846.9 million (US$2,935.4 million), an increase of 68.1% from HK$13,590.1 million in 2024.
Moomoo Financial Inc. and Futu Clearing Inc., our subsidiaries located in the United States, are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act, which requires the maintenance of minimum net capital. Moomoo Financial Singapore Pte.
Futu Clearing Inc. and Moomoo Financial Inc., our subsidiaries located in the United States, are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act, which requires the maintenance of minimum net capital. Moomoo Financial Singapore Pte.
As of the date of this annual report, we launched moomoo , the international version of Futubull , in the United States, Singapore, Australia, Japan, Malaysia and Canada. We believe that our comprehensive offering of financial products and services and our strong technology capability in developing new products and services will allow us to capture new market opportunities.
As of the date of this annual report, we launched Moomoo , the international version of Futubull , in the United States, Singapore, Australia, Japan, Malaysia, Canada and New Zealand. We believe that our comprehensive offering of financial products and services and our strong technology capability in developing new products and services will allow us to capture new market opportunities.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information not necessarily to be indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information not necessarily to be indicative of future results of operations or financial conditions.
We do not have any variable interest in any unconsolidated entity that provides liquidity, capital resources, market risk support or credit support to us or engages in leasing, hedging or product development services with us. 187 Table of Contents Share Repurchase Program In November 2021, our board of directors approved a share repurchase program to repurchase up to US$300 million worth of ADSs until December 31, 2022.
We do not have any variable interest in any unconsolidated entity that provides liquidity, capital resources, market risk support or credit support to us or engages in leasing, hedging or product development services with us. 195 Table of Contents Share Repurchase Program In November 2021, our board of directors approved a share repurchase program to repurchase up to US$300 million worth of ADSs until December 31, 2022.
Futu Network Technology (Shenzhen) Co., Ltd. and Shenzhen Futu are recognized as “High and New Technology Enterprises” and eligible for a preferential income tax rate of 15% with a valid period of three years until 2025 and 2026, respectively. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
Futu Network Technology (Shenzhen) Co., Ltd. and Shenzhen Futu are recognized as “High and New Technology Enterprises” and eligible for a preferential income tax rate of 15% with a valid period of three years until 2028 and 2026, respectively. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.
Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. 169 Table of Contents A.
Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those we describe under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. 177 Table of Contents A.
If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings. ​ 189 Table of Contents
If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings. ​ 197 Table of Contents
Brokerage commission and handling charge income. Brokerage commission and handling charge income HK$6,044.7 million (US$778.2 million), an increase of 53.2% from HK$3,944.8 million in 2023. The increase was mainly due to an increase in trading volume, partially offset by lower blended commission rate. The blended commission rate decreased from 9.3 bps in 2023 to 7.8 bps in 2024.
Brokerage commission and handling charge income HK$6,044.7 million, an increase of 53.2% from HK$3,944.8 million in 2023. The increase was mainly due to an increase in trading volume, partially offset by lower blended commission rate. The blended commission rate decreased from 9.3 bps in 2023 to 7.8 bps in 2024.
For more information regarding the collateralized transactions, see Note 17 to our consolidated financial statements included in this annual report. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.
For more information regarding the collateralized transactions, see Note 15 to our consolidated financial statements included in this annual report. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements.
The increase was mainly driven by higher expenses associated with our securities borrowing and lending business from HK$737.8 million in 2023 to HK$1,373.7 million (US$176.8 million) in 2024, which was also in line with the expansion of securities lending business. Processing and servicing costs .
The increase was mainly driven by higher expenses associated with our securities borrowing and lending business from HK$ 737.8 million in 2023 to HK$ 1,373.7 million in 2024, which was also in line with the expansion of securities lending business . Processing and servicing costs .
The increase was primarily due to the increase in selling and marketing expenses and general and administrative expenses as a result of our business growth. Research and development expenses . Research and development expenses were HK$1,493.6 million (US$192.3 million), an increase of 3.7% from HK$1,440.9 million in 2023.
The increase was primarily due to the increase in selling and marketing expenses and general and administrative expenses as a result of our business growth . Research and development expenses . Research and development expenses were HK$ 1,493.6 million, an increase of 3.7 % from HK$ 1,440.9 million in 2023.
Our critical accounting estimates are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D. Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2024 for more information on our critical accounting policies.
Our critical accounting estimates are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D. Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2025 for more information on our significant accounting policies.
This legislation resulted in a reduction of the U.S. federal corporate income tax rates from a maximum of 35% to 21%, to which our subsidiaries incorporated in the United States are subject. Singapore Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore.
This legislation resulted in a reduction of the U.S. federal corporate income tax rates from a maximum of 35% to 21%, to which our subsidiaries incorporated in the United States are subject. 185 Table of Contents Singapore Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore.
The difference was primarily due to net increase in loans and advances of HK$17.2 billion (US$2.2 billion), net increase in accounts receivable from clients and brokers of HK$12.3 billion (US$1.6 billion), offset by net increase in accounts payable to clients and brokers of HK$51.7 billion (US$6.7 billion) and net increase in securities sold under agreements to repurchase of HK$2.6 billion (US$0.3 billion).
The difference was primarily due to net increase in loans and advances of HK$17.2 billion, net increase in accounts receivable from clients and brokers of HK$12.3 billion, offset by net increase in accounts payable to clients and brokers of HK$51.7 billion and net increase in securities sold under agreements to repurchase of HK$2.6 billion.
Processing and servicing costs were HK$486.8 million (US$62.7 million), an increase of 29.5% from HK$375.9 million in 2023. The increase was due to higher market information and data fee, and cloud service fee for new markets and products.
Processing and servicing costs were HK$ 486.8 million, an increase of 29.5% from HK$375.9 million in 2023. The increase was due to higher market information and data fee, and cloud service fee for new markets and products.
Interest income was HK$6,666.9 million (US$858.3 million), an increase of 20.4% from HK$5,536.4 million in 2023. The increase in interest income was mainly driven by higher margin financing income due to an increase in daily average margin balance and higher interest income from bank deposits.
Interest income was HK$ 6,666.9 million, an increase of 20.4% from HK$ 5,536.4 million in 2023. The increase in interest income was mainly driven by higher margin financing income due to an increase in daily average margin balance and higher interest income from bank deposits.
Other than the above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.
Other than the above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2025.
Gross profit As a result of the foregoing, our total gross profit increased by 31.5% from HK$8,472.2 million in 2023 to HK$11,144.7 million (US$1,434.7 million) in 2024. Gross profit margin declined from 84.7% in 2023 to 82.0% in 2024. Operating expenses Total operating expenses were HK$4,523.0 million (US$582.3 million), an increase of 30.5% from HK$3,464.7 million in 2023.
Gross profit As a result of the foregoing, our total gross profit increased by 31.5 % from HK$ 8,472.2 million in 2023 to HK$ 11,144.7 million in 2024. Gross profit margin declined from 84.7% in 2023 to 82.0% in 2024. Operating expenses Total operating expenses were HK$ 4,523.0 million, an increase of 30.5 % from HK$ 3,464.7 million in 2023.
As of December 31, 2024, 1.3% of our cash and cash equivalents were held in China, and 0.1% were held by the Consolidated Affiliated Entities. Although we consolidate the results of the Consolidated Affiliated Entities, we only have access to the assets or earnings of the Consolidated Affiliated Entities through the Contractual Arrangements. See “Item 4. Information on the Company—C.
As of December 31, 2025, 1.2% of our cash and cash equivalents were held in China, and 0.1% were held by the Consolidated Affiliated Entities. Although we consolidate the results of the Consolidated Affiliated Entities, we only have access to the assets or earnings of the Consolidated Affiliated Entities through the Contractual Arrangements. See “Item 4. Information on the Company-C.
We will continue to make capital expenditures to meet the expected growth of our business. 186 Table of Contents Loans and Advances Our loans and advances include margin loans and other advances, mainly collateralized by securities and are carried at the amortized cost, net of an allowance for credit losses.
We will continue to make capital expenditures to meet the expected growth of our business. 194 Table of Contents Loans and Advances Our loans and advances include margin loans and other advances, mainly collateralized by securities and insurance policies and are carried at the amortized cost, net of an allowance for credit losses.
Risk Factors—Risks Related to Our Operations in China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.” ​ 177 Table of Contents Pillar Two ​ The Organization of Economic Cooperation and Development has proposed a global minimum tax of 15% on a countryby- country basis (“Pillar Two”).
Risk Factors—Risks Related to Our Operations in China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.” Pillar Two The Organization of Economic Cooperation and Development has proposed a global minimum tax of 15% on a country-by-country basis (“Pillar Two”).
As of December 31, 2024, all of the regulated operating subsidiaries were in compliance with their respective regulatory capital requirements.
As of December 31, 2025, all of the regulated operating subsidiaries were in compliance with their respective regulatory capital requirements.
We have entered into short-term borrowings primarily to support our margin financing business in Hong Kong. Our short-term borrowings bear weighted average interest rates of 3.86%, 5.30% and 4.18% as of December 31, 2022, 2023 and 2024, respectively.
We have entered into short-term borrowings primarily to support our margin financing business in Hong Kong. Our short-term borrowings bear weighted average interest rates of 5.30%, 4.18% and 3.96% as of December 31, 2023, 2024 and 2025, respectively.
This was primarily attributable to higher trading volume. Interest expenses . Interest expenses were HK$1,617.5 million (US$208.2 million), an increase of 77.6% from HK$910.8 million in 2023.
This was primarily attributable to higher trading volume . Interest expenses . Interest expenses were HK$ 1,617.5 million, an increase of 77.6% from HK$910.8 million in 2023.
The increase was primarily attributable to higher fund distribution service income and currency exchange income. Costs Total costs were HK$2,445.5 million (US$314.8 million), an increase of 59.2% from HK$1,536.2 million in 2023. Brokerage commission and handling charge expenses . Brokerage commission and handling charge expenses were HK$341.2 million (US$43.9 million), an increase of 36.7% from HK$249.6 million in 2023.
The increase was primarily attributable to higher fund distribution service income and currency exchange income. Costs Total costs were HK$ 2,445.5 million, an increase of 59.2 % from HK$1,536.2 million in 2023. Brokerage commission and handling charge expenses . Brokerage commission and handling charge expenses were HK$ 341.2 million, an increase of 36.7% from HK$ 249.6 million in 2023.
We also intend to further broaden our financial services footprint and launch new products and services. 171 Table of Contents Our great success in the Hong Kong market laid a solid foundation for our international expansion into various markets.
We also intend to further broaden our financial services footprint and launch new products and services. Our great success in the Hong Kong market laid a solid foundation for our international expansion into various markets.
Interest income derived from securities lending business increased by 28.4% from HK$1,053.3 million in 2023 to HK$1,352.7 million (US$174.1 million) in 2024, which was mainly attributable to the expansion of our securities lending business. Other income . Other income was HK$878.5 million (US$113.1 million), an increase of 66.6% from HK$527.2 million in 2023.
Interest income derived from securities lending business increased by 28.4 % from HK$ 1,053.3 million in 2023 to HK$ 1,352.7 million in 2024, which was mainly attributable to the expansion of our securities lending business . 189 Table of Contents Other income . Other income was HK$ 878.5 million, an increase of 66.6% from HK$ 527.2 million in 2023.
Allowance for credit losses for the stock-pledged loans We extend stock-pledged loans to enterprises, and these loans pledged listed shares as collateral. As of December 31, 2023 and 2024, the gross amount of stock-pledged loans was HK$1,912.6 million and HK$1,907.3 million (US$245.5 million), respectively.
Allowance for credit losses for the stock-pledged loans We extend stock-pledged loans to enterprises, and these loans pledged listed shares as collateral. As of December 31, 2024 and 2025, the gross amount of stock-pledged loans was HK$1,907.3 million and HK$1,907.8 million (US$245.1 million), respectively.
Investing activities Net cash generated from investing activities in 2024 was HK$103.9 million (US$13.4 million), primarily due to the proceeds from disposal of short-term investments of HK$1,509.5 million (US$194.3 million), partially offset by purchase of short-term investments of HK$796.4 million (US$102.5 million), acquisition of long-term investments of HK$440.0 million (US$56.6 million) and purchase of property and equipment and intangible assets of HK$167.5 million (US$21.6 million).
Net cash generated from investing activities in 2024 was HK$103.9 million, primarily due to the proceeds from disposal of short-term investments of HK$1,509.5 million, partially offset by purchase of short-term investments of HK$796.4 million, acquisition of long-term investments of HK$440.0 million and purchase of property and equipment and intangible assets of HK$167.5 million.
The capital expenditures in 2024 were primarily due to the purchase of office equipment, furniture and fixture. We intend to fund our future capital expenditures with our existing cash balance and proceeds from our securities offerings.
The capital expenditures in 2025 were primarily due to the purchase of computers and equipment and office equipment. We intend to fund our future capital expenditures with our existing cash balance and proceeds from our securities offerings.
(3) The brokerage commissions and handling charge income from IPO brokerage declined from HK$21.1 million in 2022 to HK$12.4 million in 2023, and further increased to HK$22.0 million (US$2.8 million) in 2024, which was generally in line with the fluctuation of the IPO market.
(3) The brokerage commissions and handling charge income from IPO brokerage increased from HK$12.4 million in 2023 to HK$22.0 million in 2024, and further increased to HK$166.0 million (US$21.3 million) in 2025, which was generally in line with the fluctuation of the IPO market.
Business Overview—Intellectual Property.” 188 Table of Contents D.
Business Overview—Intellectual Property.” 196 Table of Contents D.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.
In March 2024, our board of directors authorized a new share repurchase program under which our company may repurchase up to US$500 million worth of ADSs, until December 31, 2025. We will fund the repurchases from our existing cash balance.
The share repurchase program expired on December 31, 2025. In November 2025, our board of directors authorized a new share repurchase program under which our company may repurchase up to US$800 million worth of ADSs, until December 31, 2027. We will fund the repurchases from our existing cash balance.
(7) The brokerage commissions and handling charge income in other geographic locations increased from HK$492.9 million in 2022 to HK$747.2 million in 2023, and further increased to HK$1,323.3 million (US$170.4 million) in 2024, which was mainly related to increased number of funded accounts in our new markets, driven by our growing market share and the enrichment of our product and service offerings in these markets.
(7) The brokerage commissions and handling charge income in other geographic locations increased from HK$747.2 million in 2023, to HK$1,323.3 million in 2024, and further increased to HK$2,746.8 million (US$352.9 million) in 2025, which was mainly related to our growing market share, the enrichment of our product and service offerings and increased number of funded accounts in these markets.
We lease our office facilities under non-cancellable operating leases with various expiration dates through March 2035. Capital Expenditures Our capital expenditures are primarily incurred for purchase of property, equipment and intangible assets. Our capital expenditures were HK$90.5 million in 2022, HK$77.8 million in 2023 and HK$167.5 million (US$21.6 million) in 2024.
We lease our office facilities under non-cancellable operating leases with various expiration dates through August 2035. Capital Expenditures Our capital expenditures are primarily incurred for purchase of property, equipment and intangible assets. Our capital expenditures were HK$77.8 million in 2023, HK$167.5 million in 2024 and HK$54.7 million (US$7.0 million) in 2025.
(2) The allowance for credit losses was HK$45.9 million and HK$85.3 million (US$11.0 million) as of December 31, 2023 and 2024, of which HK$5.0 million and nil relate to stock-pledged loans, respectively. Off-Balance Sheet Arrangements We have entered into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients.
(2) The allowance for credit losses was HK$85.3 million and HK$374.6 million (US$48.1 million) as of December 31, 2024 and 2025, of which nil and nil relate to stock-pledged loans, respectively. Off-Balance Sheet Arrangements We have entered into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients.
Our board of directors will review the share repurchase program periodically, and may modify, suspend or terminate the share repurchase program at any time. As of December 31, 2024, we have not repurchased ADSs in open market transactions or otherwise in accordance with the authorization under this share repurchase program.
Our board of directors will review the share repurchase program periodically, and may modify, suspend or terminate the share repurchase program at any time. As of the date of this annual report, we did not repurchase any ADSs in open market transactions or otherwise in accordance with the authorization under this share repurchase program.
(6) The brokerage commissions and handling charge income in Hong Kong declined by 9.0% from HK$3,514.8 million in 2022 to HK$3,197.6 million in 2023, and further increased by 47.7% to HK$4,721.5 million (US$607.8 million) in 2024, which was generally in line with the fluctuations in trading volume.
(6) The brokerage commissions and handling charge income in Hong Kong increased by 47.7% from HK$3,197.6 million in 2023 to HK$4,721.5 million in 2024, and further increased to HK$7,825.9 million (US$1,005.5 million) in 2025, which was generally in line with the fluctuations in trading volume.
As of December 31, 2022, 2023 and 2024, respectively, our cash and cash equivalents were HK$5,028.9 million, HK$4,937.5 million and HK$11,688.4 million (US$1,504.7 million).
As of December 31, 2023, 2024 and 2025, respectively, our cash and cash equivalents were HK$4,937.5 million, HK$11,688.4 million and HK$10,465.9 million (US$1,344.7 million).
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
The allowance for credit losses for the stock-pledged loans was HK$5.0 million and nil as of December 31, 2023 and 2024, respectively.
The allowance for credit losses for the stock-pledged loans was nil and nil as of December 31, 2024 and 2025, respectively.
Short-term Borrowings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2022 ​ 2023 ​ 2024 ​ HK$ HK$ HK$ US$ ​ (in million) Borrowings from banks (1) : 2,481 5,652 5,702 734 Note: (1) We have unused borrowing facilities of HK$20.0 billion, HK$17.4 billion and HK$18.2 billion (US$2.3 billion) from banks as of December 31, 2022, 2023 and 2024, of which nil, HK$586.2 million and HK$582.2 million (US$75.0 million) are committed, and the remaining are uncommitted, respectively.
Short-term Borrowings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ US$ ​ (in million) Borrowings from banks (1) : 5,652 5,702 12,143 1,560 Note: (1) We have unused borrowing facilities of HK$17.4 billion, HK$18.2 billion and HK$13.9 billion (US$1.8 billion) from banks as of December 31, 2023, 2024 and 2025, of which HK$586.2 million, HK$582.2 million and HK$583.6 million (US$75.0 million) are committed, and the remaining are uncommitted, respectively.
The increase in our trading volume from HK$4.2 trillion in 2023 to HK$7.8 trillion in 2024 was primarily due to strong market sentiments. 179 Table of Contents The table below sets forth the growth of our platform in terms of funded accounts, total client asset balance, and average funded account asset balance as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2023 2024 Funded accounts 1,710,106 2,411,324 Total client asset balance (HK$in billion) 485.6 743.3 Average funded account asset balance (HK$) 283,934 308,237 ​ Interest income .
The table below sets forth the growth of our platform in terms of funded accounts, total client asset balance, and average funded account asset balance as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 Funded accounts 1,710,106 2,411,324 Total client asset balance (HK$ in billion) 485.6 743.3 Average funded account asset balance (HK$) 283,934 308,237 ​ Interest income .
The number of contracts traded for futures brokerage decreased from 20.7 million in 2022 to 19.1 million in 2023, and increased to 24.6 million in 2024.
The number of contracts traded for futures brokerage increased from 19.1 million in 2023 to 24.6 million in 2024, and it further increased to 26.6 million in 2025.
We monitor the collateral level of stock-pledged loans in real time and has the right to liquidate the pledged shares once the collateral level drops below the minimum threshold required for loan repayment.
Stock-pledged loans to enterprise pledged by shares are exposed to credit risk from counterparties who fail to repay the loans. We monitor the collateral level of stock-pledged loans in real time and has the right to liquidate the pledged shares once the collateral level drops below the minimum threshold required for loan repayment.
As a result, Futu Holdings’ ability to pay dividends depends upon dividends paid by our subsidiaries in Hong Kong, Singapore, the United States and the PRC.
We conduct our operations primarily through our subsidiaries in Hong Kong, Singapore, the United States and the PRC, as well as through the Consolidated Affiliated Entities in China. As a result, Futu Holdings’ ability to pay dividends depends upon dividends paid by our subsidiaries in Hong Kong, Singapore, the United States and the PRC.
The brokerage commissions and handling charge income from securities and options brokerage decreased from HK$3,619.0 million in 2022 to HK$3,618.7 million in 2023, and increased to HK$5,602.1 million (US$721.2 million) in 2024. The slight decrease in 2023 was mainly due to lower trading volume that was largely offset by the higher blended commission rates.
The brokerage commissions and handling charge income from securities and options brokerage increased from HK$3,618.7 million in 2023 to HK$5,602.1 million in 2024, and further increased to HK$9,862.0 million (US$1,267.1 billion) in 2025. The increase in 2025 was mainly due to higher trading volume that was partially offset by lower blended commission rates.
The principal non-cash items affecting the difference between our net income and our net cash used in operating activities in 2023 were HK$290.8 million in share-based compensation expenses and HK$110.4 million in amortization of right-of-use assets. Net cash generated from operating activities in 2022 was HK$3.5 billion, as compared to net income of HK$2.9 billion in the same year.
The principal non-cash items affecting the difference between our net income and our net cash used in operating activities in 2023 were HK$290.8 million in share-based compensation expenses and HK$110.4 million in amortization of right-of-use assets.
(2) Annual yield is calculated by dividing revenue for the given period by the applicable average asset balance. (3) The change in annualized yields of bank deposits was mainly attributable to the fluctuation of market interest rates. (4) The annualized yields of margin financing remained relatively stable as a result of our fixed pricing structure for margin financing services.
(2) Annual yield is calculated by dividing revenue for the given period by the applicable average asset balance. (3) The change in annualized yields of bank deposits was mainly attributable to the fluctuation of market interest rates.
In addition, the Cayman Islands does not impose withholding tax on dividend payments. 176 Table of Contents Hong Kong Our subsidiaries incorporated in Hong Kong, such as Futu Securities (Hong Kong) Limited, Futu Financial Limited, Futu Lending Limited, Futu Network Technology Limited and Futu Securities International (Hong Kong) Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong.
Hong Kong Our subsidiaries incorporated in Hong Kong, such as Futu Securities (Hong Kong) Limited, Futu Financial Limited, Futu Lending Limited, Futu Network Technology Limited and Futu Securities International (Hong Kong) Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong.
The decrease in the number of contracts traded for futures brokerage in 2023 was in line with futures market sentiments, and the increase in 2024 was primarily due to our clients’ increasing trading interests in futures products. In addition to trading volume, our brokerage commission and handling charge income is also affected by the commission rate we charge.
The increase in 2025 was primarily due to our clients’ increasing trading interests in futures products. In addition to trading volume, our brokerage commission and handling charge income is also affected by the commission rate we charge.
The increase was primarily due to an increase in headcount for general and administrative personnel, especially in new markets. Income tax expense We had income tax expense of HK$998.3 million (US$128.5 million) in 2024, compared to HK$748.5 million in 2023, primarily due to the 27.9% year-over-year increase in our income before income tax expenses.
Income tax expense We had income tax expense of HK$ 998.3 million in 2024, compared to HK$ 748.5 million in 2023, primarily due to the 27.9% year-over-year increase in our income before income tax expenses.
Financing activities Net cash generated from financing activities in 2024 was HK$70.9 million (US$9.1 million), primarily attributable to the net proceeds of HK$50.7 million (US$6.5 million) from other borrowings and the proceeds from exercise of employee share options of HK$20.2 million (US$2.6 million).
Financing activities Net cash generated from financing activities in 2025 was HK$4,296.8 million (US$552.1 million), primarily attributable to the net proceeds of HK$6,439.9 million (US$827.4 million) from other borrowings and the dividends distribution of HK$2,151.0 million (US$276.4 million). 193 Table of Contents Net cash generated from financing activities in 2024 was HK$70.9 million, primarily attributable to the net proceeds of HK$50.7 million from other borrowings and the proceeds from exercise of employee share options of HK$20.2 million.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ HK$ % HK$ % HK$ US$ % ​ ​ (in thousands, except for percentages) Revenues: Brokerage commission and handling charge income 4,007,642 52.6 3,944,779 39.4 6,044,746 778,190 44.5 Interest income 3,214,327 42.2 5,536,422 55.3 6,666,864 858,280 49.1 Other income 392,058 5.2 527,217 5.3 878,515 113,098 6.4 Total revenues 7,614,027 100.0 10,008,418 100.0 13,590,125 1,749,568 100.0 ​ Brokerage commission and handling charge income Brokerage commission income primarily consists of commissions and execution fees from our clients for whom we act as executing and clearing brokers.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except for percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ Brokerage commission and handling charge income 3,944,779 39.4 6,044,746 44.5 10,572,744 1,358,388 46.3 Interest income 5,536,422 55.3 6,666,864 49.1 10,441,585 1,341,537 45.7 Other income 527,217 5.3 878,515 6.4 1,832,569 235,449 8.0 Total revenues 10,008,418 100.0 13,590,125 100.0 22,846,898 2,935,374 100.0 ​ Brokerage commission and handling charge income Brokerage commission income primarily consists of commissions and execution fees from our clients for whom we act as executing and clearing brokers.
Costs The following table sets forth the components of our costs by amounts and percentages of costs for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ HK$ % HK$ % HK$ US$ % ​ (in thousands, except for percentages) Costs: ​ ​ ​ Brokerage commission and handling charge expenses 329,789 33.1 249,567 16.2 341,238 43,930 14.0 Interest expenses 292,503 29.4 910,759 59.3 1,617,450 208,228 66.1 Processing and servicing costs 373,840 37.5 375,904 24.5 486,783 62,668 19.9 Total costs 996,132 100.0 1,536,230 100.0 2,445,471 314,826 100.0 ​ 175 Table of Contents Brokerage commission and handling charge expenses Brokerage commission and handling charge expenses consist of fees charged by stock exchanges or executing brokers for our use of their clearing and settlement systems and expenses charged by commercial banks or stock exchanges for providing clearing and settlement services in connection with IPO subscriptions.
Costs The following table sets forth the components of our costs by amounts and percentages of costs for the years presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ % ​ ​ ​ HK$ ​ ​ ​ US$ ​ ​ ​ % ​ (in thousands, except for percentages) Costs: ​ ​ ​ ​ ​ ​ ​ Brokerage commission and handling charge expenses 249,567 16.2 341,238 14.0 606,044 77,865 20.6 Interest expenses 910,759 59.3 1,617,450 66.1 1,757,852 225,849 59.7 Processing and servicing costs 375,904 24.5 486,783 19.9 578,459 74,321 19.7 Total costs 1,536,230 100.0 2,445,471 100.0 2,942,355 378,035 100.0 ​ Brokerage commission and handling charge expenses Brokerage commission and handling charge expenses consist of fees charged by stock exchanges or executing brokers for our use of their clearing and settlement systems and expenses charged by commercial banks or stock exchanges for providing clearing and settlement services in connection with IPO subscriptions.
The difference was primarily due to net increases of HK$2.3 billion in accounts payable to clients and brokers and net decrease of HK$2.9 billion in loans and advances, partially offset by net decrease of HK$4.5 billion in securities sold under agreements to repurchase.
The difference was primarily due to net increase in loans and advances of HK$13.9 billion (US$1.8 billion), net increase in accounts receivable from clients and brokers of HK$1.5 billion (US$0.2 billion), net increase in accounts receivable from clearing organizations of HK$2.2 billion (US$0.3 billion), offset by net increase in accounts payable to clients and brokers of HK$44.9 billion (US$5.8 billion) and net increase in securities sold under agreements to repurchase of HK$2.2 billion (US$0.3 billion).
The decrease in our trading volume from HK$4.9 trillion in 2022 to HK$4.2 trillion in 2023 was primarily due to weak market sentiments.
The increase in our trading volume from HK$4.2 trillion in 2023 to HK$7.8 trillion in 2024 was primarily due to strong market sentiments.
The table below sets forth the brokerage commissions and handling charge income by product and geography during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2023 2024 ​ ​ (in thousands) ​ ​ HK$ ​ HK$ ​ HK$ US$ Major types of products ​ Securities and options brokerage (1) ​ 3,619,045 3,618,681 5,602,144 721,210 Futures brokerage (2) ​ 329,218 295,547 392,030 50,469 IPO brokerage (3) ​ 21,123 12,364 22,014 2,834 Others (4) ​ 38,256 18,187 28,558 3,677 Total ​ 4,007,642 3,944,779 6,044,746 778,190 ​ ​ ​ ​ ​ ​ ​ ​ ​ Geographic location (5) ​ Hong Kong (6) ​ 3,514,765 3,197,605 4,721,494 607,837 Others (7) ​ 492,877 747,174 1,323,252 170,353 Total ​ 4,007,642 3,944,779 6,044,746 778,190 Notes: (1) The brokerage commissions and handling charge income from securities and options brokerage declined from HK$3,619.0 million in 2022 to HK$3,618.7 million in 2023, and increased to HK$5,602.1 million (US$721.2 million) in 2024, primarily due to fluctuations in trading volume.
The table below sets forth the brokerage commissions and handling charge income by product and geography during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in thousands) ​ ​ HK$ ​ HK$ ​ HK$ ​ ​ ​ US$ Major types of products ​ ​ ​ ​ ​ Securities and options brokerage (1) ​ 3,618,681 5,602,144 9,862,027 1,267,075 Futures brokerage (2) ​ 295,547 392,030 505,737 64,977 IPO brokerage (3) ​ 12,364 22,014 166,007 21,329 Others (4) ​ 18,187 28,558 38,973 5,007 Total ​ 3,944,779 6,044,746 10,572,744 1,358,388 181 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Geographic location (5) ​ ​ ​ ​ ​ Hong Kong (6) ​ 3,197,605 4,721,494 7,825,932 1,005,477 Others (7) ​ 747,174 1,323,252 2,746,812 352,911 Total ​ 3,944,779 6,044,746 10,572,744 1,358,388 Notes: (1) The brokerage commissions and handling charge income from securities and options brokerage increased from HK$3,618.7 million in 2023 to HK$5,602.1 million in 2024, and further increased to HK$9,862.0 million (US$1,267.1 million) in 2025, primarily due to fluctuations in trading volume.
The decrease was mainly due to weak market sentiments. The increase was primarily due to higher client assets and higher trading velocity amid a meaningful rebound in investor sentiment. (2) The number of contracts traded for futures brokerage decreased from 20.7 million in 2022 to 19.1 million in 2023, and increased to 24.6 million in 2024.
The increase was primarily due to higher client assets and higher trading velocity amid improved market conditions. (2) The number of contracts traded for futures brokerage increased from 19.1 million in 2023 to 24.6 million in 2024, and further and increased to 26.6 million in 2025.
The increase in 2024 was mainly due to higher trading volume that was partially offset by lower blended commission rates. The blended commission rate increased from 8.3 bps in 2022 to 9.3 bps in 2023, and decreased to 7.8 bps in 2024. During the past three years, we offered competitive commission rates to drive our growth and profitability.
The blended commission rate decreased from 9.3 bps in 2023 to 7.8 bps in 2024, decreased to 7.2 bps in 2025. During the past three years, we offered competitive commission rates to drive our growth and profitability.
Net cash generated from financing activities in 2023 was HK$2.3 billion, primarily attributable to proceeds of HK$79.6 billion from other borrowings, partially offset by repayment of other borrowings of HK$76.4 billion. 185 Table of Contents Net cash used in financing activities in 2022 was HK$7.0 billion, primarily attributable to repayment of short-term borrowings of HK$74.7 billion and share repurchases of HK$3.1 billion, partially offset by proceeds of HK$70.8 billion from short-term borrowings.
Net cash generated from financing activities in 2023 was HK$2.3 billion, primarily attributable to proceeds of HK$79.6 billion from other borrowings, partially offset by repayment of other borrowings of HK$76.4 billion.
Net income As a result of the foregoing, we had net income of HK$5,433.1 million (US$699.4 million) in 2024, compared to HK$4,278.9 million in 2023, an increase of 27.0%. Year ended December 31, 2023 compared to year ended December 31, 2022 Revenues Total revenues were HK$10,008.4 million in 2023, an increase of 31.4% from HK$7,614.0 million in 2022.
Net income As a result of the foregoing, we had net income increased by 108.0% to HK$11,301.9 million (US$1,452.1 million) from HK$5,433.1 million in 2024. Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues Total revenues were HK$13,590.1 million, an increase of 35.8% from HK$10,008.4 million in 2023. Brokerage commission and handling charge income .
This increase was primarily due to an increase in research and development headcount to support new products and new markets. Selling and marketing expenses . Selling and marketing expenses were HK$1,409.3 million (US$181.4 million), an increase of 98.4% from HK$710.3 million in 2023.
This increase was primarily due to an increase in research and development headcount to support new product s and new markets . Selling and marketing expenses . Selling and marketing expenses were HK$1,409.3 million, an increase of 98.4% from HK$710.3 million in 2023. The increase was mainly due to strong funded accounts growth, partially offset by lower customer acquisition costs.
The principal non-cash items affecting the difference between our net income and our net cash used in operating activities in 2024 were HK$334.9 million (US$43.1 million) in share-based compensation expenses and HK$105.6 million (US$13.6 million) in amortization of right-of-use assets.
The increase in securities sold under agreements to repurchase was mainly attributable to the increased funding demand from margin financing business. The principal non-cash items affecting the difference between our net income and our net cash used in operating activities in 2024 were HK$334.9 million in share-based compensation expenses and HK$105.6 million in amortization of right-of-use assets.
Other advances mainly consist of stock-pledged loans to enterprises which mainly are secured by pledged listed shares as collateral.
Other advances mainly consist of stock-pledged loans and bank loans. Stock-pledged loans to enterprises are mainly secured by pledged listed shares as collateral. Bank loans comprise financing secured by insurance policies provided by borrowers as collateral and unsecured retail loans.
The table below sets forth the interest income based on the underlying interest earning assets during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2023 2024 ​ ​ (in thousands) ​ ​ HK$ ​ HK$ ​ HK$ ​ US$ Interest income from: ​ Bank deposits ​ 986,387 2,482,866 2,840,770 365,716 Margin financing ​ 1,588,569 1,754,056 2,177,686 280,351 Securities lending ​ 499,745 1,053,294 1,352,746 174,150 Others ​ 139,626 246,206 295,662 38,063 Total ​ 3,214,327 5,536,422 6,666,864 858,280 ​ 174 Table of Contents The table below sets forth the average asset balance outstanding and the annualized yield of our major interest earning assets during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2022 2023 2024 ​ ​ (in thousands) ​ ​ HK$ HK$ HK$ US$ Average interest-earning asset balance (1) ​ Bank deposits ​ 61,980,140 55,260,272 63,791,969 8,212,466 Margin financing ​ 25,728,035 29,313,160 37,545,644 4,833,560 ​ ​ ​ ​ ​ ​ ​ ​ ​ Annualized yields (2) ​ Bank deposits (3) ​ 1.59 % 4.49 % 4.45 % Margin financing (4) ​ 6.17 % 5.98 % 5.80 % Notes: (1) Average interest-earning asset balance represents the simple average of month-end balances in a given period.
The table below sets forth the interest income based on the underlying interest earning assets during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in thousands) ​ ​ HK$ ​ HK$ ​ HK$ ​ US$ Interest income from: ​ ​ ​ ​ ​ Bank deposits ​ 2,482,866 2,840,770 3,759,286 482,994 Securities lending ​ 1,053,294 1,352,746 3,413,144 438,521 182 Table of Contents Margin financing ​ 1,754,056 2,177,686 2,955,533 379,727 Others ​ 246,206 295,662 313,622 40,295 Total ​ 5,536,422 6,666,864 10,441,585 1,341,537 ​ The table below sets forth the average asset balance outstanding and the annualized yield of our major interest earning assets during the period presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (in thousands) ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ US$ Average interest-earning asset balance (1) ​ ​ ​ ​ ​ ​ Bank deposits ​ 55,260,272 63,791,969 113,561,498 14,590,405 ​ Margin financing ​ 29,313,160 37,545,644 51,038,644 6,557,456 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annualized yields (2) ​ ​ ​ ​ ​ ​ Bank deposits (3) ​ 4.49 % 4.45 % 3.31 % 3.31 % Margin financing (4) ​ 5.98 % 5.80 % 5.79 % 5.79 % Notes: (1) Average interest-earning asset balance represents the simple average of month-end balances in a given period.
Ltd. ​ 2,718,113 ​ 256,448 ​ 2,461,665 ​ Where the relevant operating subsidiaries do not meet regulatory capital requirements, such subsidiaries may be faced with certain operational restrictions, including cessation of carrying on of business in any or all of the regulated activities permitted under their respective licenses.
Bhd. ​ 491,619 ​ 91,439 ​ 400,180 Moomoo Financial Inc. ​ 423,592 ​ 71,666 ​ 351,926 ​ Where the relevant operating subsidiaries do not meet regulatory capital requirements, such subsidiaries may be faced with certain operational restrictions, including cessation of carrying on of business in any or all of the regulated activities permitted under their respective licenses.
Cash Flows The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ HK$ HK$ HK$ US$ ​ (in thousands) Summary Consolidated Cash Flow Data: ​ ​ Net cash generated from/(used in) operating activities 3,474,931 (6,337,396) 30,996,323 3,990,410 Net cash generated from/(used in) investing activities 93,859 (2,444,418) 103,932 13,380 Net cash (used in)/(generated from) financing activities (7,009,521) 2,307,957 70,851 9,121 Effect of exchange rate changes on cash, cash equivalents and restricted cash (135,196) 66,352 (149,866) (19,293) Net (decrease)/increase in cash, cash equivalents and restricted cash (3,575,927) (6,407,505) 31,021,240 3,993,618 Cash, cash equivalents and restricted cash at beginning of the year 59,291,512 55,715,585 49,308,080 6,347,837 Cash, cash equivalents and restricted cash at end of the year 55,715,585 49,308,080 80,329,320 10,341,455 ​ 184 Table of Contents Operating activities Net cash generated from operating activities in 2024 was HK$31.0 billion (US$4.0 billion), as compared to net income of HK$5.4 billion (US$0.7 billion) in the same year.
Cash Flows The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ HK$ ​ ​ ​ US$ ​ ​ ​ ​ (in thousands) Summary Consolidated Cash Flow Data: ​ ​ ​ ​ ​ Net cash (used in)/ generated from operating activities (6,337,396) 30,996,323 40,788,133 5,240,468 Net cash (used in)/ generated from investing activities (2,444,418) 103,932 (1,783,395) (229,132) Net cash generated from financing activities 2,307,957 70,851 4,296,780 552,051 Effect of exchange rate changes on cash, cash equivalents and restricted cash 66,352 (149,866) 235,916 30,311 Net (decrease)/increase in cash, cash equivalents and restricted cash (6,407,505) 31,021,240 43,537,434 5,593,698 Cash, cash equivalents and restricted cash at beginning of the year 55,715,585 49,308,080 80,329,320 10,320,727 Cash, cash equivalents and restricted cash at end of the year 49,308,080 80,329,320 123,866,754 15,914,425 ​ 192 Table of Contents Operating activities Net cash generated from operating activities in 2025 was HK$40.8 billion (US$5.2 billion), as compared to net income of HK$11.3 billion (US$1.5 billion) in the same year.
Other income Other income primarily consists of (i) enterprise public relations service charge income, (ii) underwriting fee income, (iii) IPO subscription service charge income, (iv) funds distribution service income, (v) currency exchange service income, (vi) market information and data income, and (vii) technology service income.
(4) The annualized yields of margin financing remained relatively stable as a result of our fixed pricing structure for margin financing services. 183 Table of Contents Other income Other income primarily consists of (i) enterprise public relations service charge income, (ii) underwriting fee income, (iii) IPO subscription service charge income, (iv) funds distribution service income, (v) currency exchange service income, (vi) market information and data income, and (vii) technology service income.
Net income As a result of the foregoing, we had net income of HK$4,278.9 million in 2023, compared to HK$2,926.9 million in 2022. B.
Net income As a result of the foregoing, we had net income of HK$ 5,433.1 million in 2024, compared to HK$ 4,278.9 million in 2023 , an increase of 27.0% . 190 Table of Contents B.
We have also been developing and offering innovative solutions for our clients who wish to lend their securities, such as our stock yield enhancement program. Our revenue growth will be affected by our ability to effectively execute these initiatives and increase our margin financing and securities lending balance and interest spread.
We have also been developing and offering innovative solutions for our clients who wish to lend their securities, such as our stock yield enhancement program.
In margin transactions, we extend credit to the client, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the client’s account. Similarly, securities lending agreements are collateralized by deposits of cash or securities. IPO loans are exposed to credit risk from clients who fails to repay the loans upon IPO stock allotment.
Our securities and derivative trades activities are transacted on either a cash or margin basis. In margin transactions, we extend credit to the client, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the client’s account. Similarly, securities lending agreements are collateralized by deposits of cash or securities.
Ability to broaden service offerings and expand in various markets Our results of operations are also affected by our ability to invest in and develop new service offerings and further penetrate our client base.
Our revenue growth will be affected by our ability to effectively execute these initiatives and increase our margin financing and securities lending balance and interest spread. 179 Table of Contents Ability to broaden service offerings and expand in various markets Our results of operations are also affected by our ability to invest in and develop new service offerings and further penetrate our client base.
This amount further increased to HK$7.75 trillion in 2024, primarily due to higher client assets and higher trading velocity amid a meaningful rebound in investor sentiments. 173 Table of Contents (2) The brokerage commissions and handling charge income from futures brokerage declined from HK$329.2 million in 2022 to HK$295.5 million in 2023, and increased to HK$392.0 million (US$50.5 million) in 2024, which was generally in line with the fluctuation of the number of contracts traded for futures brokerage.
(2) The brokerage commissions and handling charge income from futures brokerage increased from HK$295.5 million in 2023 to HK$392.0 million in 2024, and further increased to HK$505.7 million (US$65.0 million) in 2025, which was generally in line with the fluctuation of the number of contracts traded for futures brokerage.
Under the legislation, we are liable to pay a top-up tax for the difference between the Global Anti-Base Erosion Proposal (“GloBE”) effective tax rate for each jurisdiction and the 15% minimum rate. ​ For the year ended December 31, 2024, certain of the our subsidiaries are located in jurisdictions where Pillar Two legislation has been in effect, such as Australia, Canada, Japan.
Under the legislation, we are liable to pay a top-up tax for the difference between the Global Anti-Base Erosion Proposal (“GloBE”) effective tax rate for each jurisdiction and the 15% minimum rate.
Operating Lease Commitments The following table sets forth our operating lease commitments as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total 2025 2026 2027 2028 2029 ​ Thereafter ​ ​ (HK$ in thousands) Operating lease commitments (1) ​ 295,979 151,192 74,025 28,633 6,643 6,750 ​ 28,736 Note: (1) Operating lease commitments consist of the commitments under the lease agreements for our office premises.
Operating Lease Commitments The following table sets forth our operating lease commitments as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by December 31, ​ ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ (HK$ in thousands) Operating lease commitments (1) ​ 646,358 204,431 161,391 122,467 52,834 27,203 ​ 78,032 Note: (1) Operating lease commitments consist of the commitments under the lease agreements for our office premises.
Despite these measures, in the case of market downturn or decline in the prices of the pledged securities, certain clients may inevitably encounter a greater risk of default.
Despite these measures, in the case of market downturn or decline in the prices of the pledged securities, certain clients may inevitably encounter a greater risk of default. Our ability to effectively manage the quality of collateral and to collect loans and advances when due is critical to our business, prospects and financial conditions.
The effective tax rate is 15.5% for the annual reporting period ended December 31, 2024. We have effective tax rates that exceed 15% in all jurisdictions in which it operates, except for Hong Kong, Singapore and Mainland China.
We have effective tax rates that exceed 15% in all jurisdictions in which it operates with assessable profit, except for Hong Kong, British Virgin Islands and Mainland China.

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Biggest changeAs of the Latest Practicable Date, 1,959,506 share options and 19,291,480 restricted share units have been granted and were outstanding under the 2014 Incentive Plan and the 2019 Incentive Plan, excluding awards that were exercised, settled, forfeited or cancelled after the relevant grant dates. 193 Table of Contents The following table summarizes, as of the Latest Practicable Date, the number of Class A ordinary shares underlying outstanding options, restricted share units and other equity awards that we granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ Equity Awards ​ Exercise Price ​ ​ ​ ​ Name ​ Granted ​ (US$/Share) ​ Date of Grant ​ Date of Expiration Leaf Hua Li *(1)(2) ​ — December 24, 2020 December 23, 2030 Arthur Yu Chen ​ *(1) ​ Nominal October 5, 2020, December 16, 2021, December 30, 2022, December 24, 2023 October 4, 2030, December 15, 2031, December 29, 2032, December 23, 2033 Robin Li Xu *(1) ​ Nominal January 2, 2020, December 30, 2022, December 24, 2023 January 1, 2030, December 29, 2032, December 23, 2033 Notes: (1) “*” denotes less than 1% of our total outstanding ordinary shares.
Biggest changeThe following table summarizes, as of the Latest Practicable Date, the number of Class A ordinary shares underlying outstanding options, restricted share units and other equity awards that we granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ Equity Awards ​ Exercise Price ​ ​ ​ ​ Name ​ Granted ​ (US$/Share) ​ Date of Grant ​ Date of Expiration Leaf Hua Li *(1)(2) ​ — December 24, 2020 December 23, 2030 Arthur Yu Chen ​ *(1) ​ Nominal October 5, 2020, December 16, 2021, December 30, 2022, December 24, 2023, April 10, 2025 October 4, 2030, December 15, 2031, December 29, 2032, December 23, 2033, April 9, 2035 Robin Li Xu *(1) ​ Nominal January 2, 2020, December 30, 2022, December 24, 2023, April 10, 2025 January 1, 2030, December 29, 2032, December 23, 2033, April 9, 2035 Notes: (1) “*” denotes less than 1% of our total outstanding ordinary shares. 201 Table of Contents (2) In December 2020, our company granted Mr.
Vic Haixiang Li has served as our independent director since March 2019 and is mainly responsible for providing professional opinion and advice to our board of directors. Mr. Vic Li is the founder and managing partner of VI Ventures, a boutique venture capital fund, and chairman of VI Asset Management. Mr.
Vic Haixiang Li has served as our independent director since March 2019 and is mainly responsible for providing professional opinion and advice to our board of directors. Mr. Vic Li is the founder and managing partner of VI Ventures, a boutique venture capital fund, and chairman and director of VI Asset Management. Mr.
Under the 2019 Incentive Plan, the maximum aggregate number of shares which may be issued pursuant to all awards is a number of up to 2% of the total number of shares issued and outstanding on September 29, 2019 as determined by our board of directors, plus an annual increase on each September 30 during the term of the 2019 Incentive Plan commencing on September 30, 2020, by an amount determined by our board; provided, however, that (i) the total number of shares increased in each year shall not be more than 2% of the total number of shares issued and outstanding on September 29 of the same year and (ii) the aggregate number of shares initially reserved and subsequently increased during the term of the 2019 Incentive Plan shall not be more than 8% of the total number of shares issued and outstanding on September 29 immediately preceding the most recent increase.
Under the 2019 Incentive Plan, the maximum aggregate number of shares which may be issued pursuant to all awards is a number of up to 2% of the total number of shares issued and outstanding on September 29, 2019 as determined by our board of directors, plus an annual increase on each September 30 during the term of the 2019 Incentive Plan commencing on September 30, 2020, by an amount determined by our board; provided, however, that (i) the total number of shares increased in each year shall not be more than 2% of the total number of shares issued and outstanding on September 29 of the same year and (ii) the aggregate number of shares initially reserved and subsequently increased during the term of the 2019 Incentive Plan shall not be more than 8% of the total number of shares issued and outstanding on September 29, 2019 immediately preceding the most recent increase.
(7) Represents (i) 115,802,051 Class B ordinary shares and 33,195,789 Class A ordinary shares held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (ii) 71,024,142 Class A ordinary shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (iii) 1,161,840 Class A ordinary shares represented by 145,230 ADSs held of record by TPP Opportunity GP I, Ltd., an entity controlled by Tencent Holdings Limited; (iv) 5,412,888 Class A ordinary shares represented by 676,611 ADSs held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings Limited; and (v) 176,792 Class A ordinary shares represented by 22,099 ADSs held of record by Distribution Pool Limited, a wholly-owned subsidiary of Tencent Holdings Limited, as reported on the Schedule 13G/A jointly filed by Huang River Investment Limited, Image Frame Investment (HK) Limited, and Tencent Holdings Limited on November 14, 2024.
(6) Represents (i) 115,802,051 Class B ordinary shares and 33,195,789 Class A ordinary shares held of record by Huang River Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (ii) 71,024,142 Class A ordinary shares held of record by Image Frame Investment (HK) Limited, a wholly-owned subsidiary of Tencent Holdings Limited; (iii) 1,161,840 Class A ordinary shares represented by 145,230 ADSs held of record by TPP Opportunity GP I, Ltd., an entity controlled by Tencent Holdings Limited; (iv) 5,412,888 Class A ordinary shares represented by 676,611 ADSs held of record by Tencent Mobility Limited, a wholly-owned subsidiary of Tencent Holdings Limited; and (v) 176,792 Class A ordinary shares represented by 22,099 ADSs held of record by Distribution Pool Limited, a wholly-owned subsidiary of Tencent Holdings Limited, as reported on the Schedule 13G/A jointly filed by Huang River Investment Limited, Image Frame Investment (HK) Limited, and Tencent Holdings Limited on November 14, 2024.
Our Hong Kong subsidiaries are required by the Hong Kong Mandatory Provident Fund Schemes Ordinance to make monthly contributions to the mandatory provident fund scheme in an amount equal to 5% of an employee’s salary subject to the statutory maximum at HK$1,500. 191 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Our Hong Kong subsidiaries are required by the Hong Kong Mandatory Provident Fund Schemes Ordinance to make monthly contributions to the mandatory provident fund scheme in an amount equal to 5% of an employee’s salary subject to the statutory maximum at HK$1,500. 199 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
The nominating and corporate governance committee is responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 195 Table of Contents ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating and corporate governance committee is responsible for, among other things: ● selecting and recommending to the board nominees for election by the shareholders or appointment by the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; ● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Vic Haixiang Li is Suite 7013, 70/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong S.A.R., People’s Republic of China. (6) The business address of Ms. Brenda Pui Man Tam is 932 Weldwood Ct, Los Gatos, CA 95032, the United States of America.
Vic Haixiang Li is Suite 7013, 70/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong S.A.R., People’s Republic of China. (5) The business address of Ms. Brenda Pui Man Tam is 932 Weldwood Ct, Los Gatos, CA 95032, the United States of America.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the Latest Practicable Date by: ● each of our directors and executive officers; and ● each person known to us to own beneficially 5% or more of our ordinary shares.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the Latest Practicable Date by: ● each of our directors and executive officers; and 205 Table of Contents ● each person known to us to own beneficially 5% or more of our ordinary shares.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 202 Table of Contents Compensation Committee .
Zhang received an associate’s degree in marketing from Nanjing University of Science and Technology in June 1994, a master’s degree in business administration from South China University of Technology in June 2009 and an executive master’s degree in business administration from Cheung Kong Graduate School of Business in September 2013. 190 Table of Contents Mr.
Zhang received an associate’s degree in marketing from Nanjing University of Science and Technology in June 1994, a master’s degree in business administration from South China University of Technology in June 2009 and an executive master’s degree in business administration from Cheung Kong Graduate School of Business in September 2013. 198 Table of Contents Mr.
The 2014 Share Incentive Plan expired on October 30, 2024 and no new grants may be made under the plan after this date. 192 Table of Contents 2019 Share Incentive Plan In December 2018, our board of directors approved the 2019 Share Incentive Plan, or the 2019 Incentive Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
The 2014 Share Incentive Plan expired on October 30, 2024 and no new grants may be made under the plan after this date. 2019 Share Incentive Plan In December 2018, our board of directors approved the 2019 Share Incentive Plan, or the 2019 Incentive Plan, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants and promote the success of our business.
As of the date of this annual report, the maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under the 2019 Incentive Plan is 86,662,357. The following paragraphs describe the principal terms of the 2019 Incentive Plan. (1) Types of Awards.
As of the date of this annual report, the maximum aggregate number of Class A ordinary shares which may be issued pursuant to all awards under the 2019 Incentive Plan is 86,662,357. 200 Table of Contents The following paragraphs describe the principal terms of the 2019 Incentive Plan. (1) Types of Awards.
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. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
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. 203 Table of Contents Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. 194 Table of Contents Audit Committee. Our audit committee consists of Ms.
Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Ms.
Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Leaf Hua Li 47 Founder, Chairman of the Board of Directors and Chief Executive Officer Arthur Yu Chen 48 Chief Financial Officer Nineway Jie Zhang 49 Director Shan Lu 49 Director Vic Haixiang Li 51 Independent Director Brenda Pui Man Tam 53 Independent Director Robin Li Xu 41 Senior Vice President ​ Mr.
Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Leaf Hua Li 49 Founder, Chairman of the Board of Directors and Chief Executive Officer Arthur Yu Chen 50 Chief Financial Officer Nineway Jie Zhang 51 Director Shan Lu 51 Director Vic Haixiang Li 53 Independent Director Brenda Pui Man Tam 55 Independent Director Robin Li Xu 43 Senior Vice President ​ Mr.
He is responsible for the overall strategy, research and development, business development and management of our Company. Mr. Li also leads our technology committee to formulate technology development strategies, optimize the existing technology infrastructure and implement large-scale technology projects of our Group. Before founding our company, Mr.
He is responsible for the overall strategy, research and development, business development and management of our Company. Mr. Li also leads our technology committee to formulate technology development strategies, optimize the existing technology infrastructure and implement large-scale technology projects of our Group. Since April 2025, Mr.
A director will cease to be a director automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; or (iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that his office be vacated. 196 Table of Contents Our officers are elected by and serve at the discretion of our board of directors.
A director will cease to be a director automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; or (iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that his office be vacated.
The calculations in the table below are based on 758,267,970 Class A ordinary shares and 355,552,051 Class B ordinary shares outstanding as of the Latest Practicable Date. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 766,003,850 Class A ordinary shares and 355,552,051 Class B ordinary shares outstanding as of the Latest Practicable Date. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
(2) In December 2020, our company granted Mr. Li restricted share units under the 2019 Incentive Plan to acquire 800 Class A ordinary shares for the purpose of testing and experiencing our self-developed ESOP management system. C. Board Practices Board of Directors Our board of directors consists of five directors.
Li restricted share units under the 2019 Incentive Plan to acquire 800 Class A ordinary shares for the purpose of testing and experiencing our self-developed ESOP management system. C. Board Practices Board of Directors Our board of directors consists of five directors.
At the end of each year, based on our overall business performance, we also provide annual performance bonuses to non-executive and non-sales employees based on the achievement of our performance expectations and individual performance assessments.
We have always adhered to sharing performance results with our employees. At the end of each year, based on our overall business performance, we also provide annual performance bonuses to non-executive and non-sales employees based on the achievement of our performance expectations and individual performance assessments.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 199 Table of Contents ​ Not applicable. ​
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ​
Compensation Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2024, we paid an aggregate of HK$60.5 million (US$7.8 million) in cash to our executive officers and directors, and an aggregate of HK$350 thousand (US$45.1 thousand) in cash to our non-executive directors.
Compensation Compensation of Directors and Executive Officers For the fiscal year ended December 31, 2025, we paid an aggregate of HK$67.6 million (US$8.7 million) in cash to our executive officers and directors, and an aggregate of HK$350.0 thousand (US$45.0 thousand) in cash to our non-executive directors.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ Class A Ordinary Class B % of Total % of Aggregate ​ ​ Shares ​ Ordinary Shares ​ Ordinary Shares ​ Voting Power*** Directors and Executive Officers**: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leaf Hua Li (1) 164,086,568 239,750,000 36.3 % 63.0 % Arthur Yu Chen (2) * — * * ​ Nineway Jie Zhang * — * * ​ Shan Lu (3) * — * * ​ Robin Li Xu (4) * — * * ​ Vic Haixiang Li (5) — — — — ​ Brenda Pui Man Tam (6) — — — — ​ All Directors and Executive Officers as a Group 173,169,800 239,750,000 37.1 % 63.1 % Principal Shareholders: ​ ​ ​ ​ ​ Leaf Hua Li (1) 164,086,568 239,750,000 36.3 % 63.0 % Entities affiliated with Tencent (7) 110,971,451 115,802,051 20.4 % 30.8 % * Less than 1% of our total outstanding ordinary shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is 28/F, Unit 1, Building D, Kexing Science Park, 15 Keyuan Road, Technology Park, Nanshan District, Shenzhen, People’s Republic of China. 198 Table of Contents *** For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ ​ ​ Class A Ordinary ​ ​ ​ Class B ​ ​ ​ % of Total ​ ​ ​ % of Aggregate ​ ​ Shares ​ Ordinary Shares ​ Ordinary Shares ​ Voting Power*** Directors and Executive Officers**: ​ ​ ​ ​ ​ ​ ​ ​ ​ Leaf Hua Li (1) 164,086,568 239,750,000 36.0 % 63.0 % Arthur Yu Chen * — * — ​ Nineway Jie Zhang * — * — ​ Shan Lu (2) * — * — ​ Robin Li Xu (3) — — — — ​ Vic Haixiang Li (4) — — — — ​ Brenda Pui Man Tam (5) — — — — ​ All Directors and Executive Officers as a Group 173,132,088 ​ 239,750,000 36.8 % 63.1 % Principal Shareholders: ​ ​ ​ ​ ​ ​ Leaf Hua Li (1) 164,086,568 ​ 239,750,000 36.0 % 63.0 % Entities affiliated with Tencent (6) 110,971,451 ​ 115,802,051 20.2 % 30.8 % * Less than 1% of our total outstanding ordinary shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is 34/F, United Centre, 95 Queensway, Admiralty, Hong Kong S.A.R., People’s Republic of China. *** For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.
To our knowledge, as of the Latest Practicable Date, a total of 604,048,032 Class A ordinary shares are held by one record holder in the United States, representing approximately 54.2% of our total outstanding shares. The holder is The Bank of New York Mellon, the depositary of the ADS program.
To our knowledge, as of the Latest Practicable Date, a total of 611,783,912 Class A ordinary shares are held by one record holder in the United States, representing approximately 54.6% of our total outstanding shares. The holder is JPMorgan Chase Bank, N.A., the depositary of the ADS program.
The following table sets forth the number of our employees as of December 31, 2024 by function: ​ ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, 2024 ​ Number % Functions: ​ ​ Research and development 1,986 59.4 Customer services and operations 423 12.7 General and administration 558 16.7 Marketing 376 11.2 Total 3,343 100.0 ​ We participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance, as required by laws and regulations in each region.
The following table sets forth the number of our employees as of December 31, 2025 by function: ​ ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, 2025 ​ ​ ​ ​ Number ​ ​ ​ % Functions: ​ ​ ​ Research and development 2,034 57.5 Customer services and operations 463 13.1 General and administration 560 15.8 Marketing 483 13.6 Total 3,540 100.0 ​ 204 Table of Contents We participate in various employee social security plans that are organized by municipal and provincial governments, including housing, pension, medical insurance and unemployment insurance, as required by laws and regulations in each region.
Compensation Committee . Our compensation committee consists of Mr. Vic Haixiang Li, Ms. Brenda Pui Man Tam and Mr. Leaf Hua Li. Mr. Vic Haixiang Li is the chairman of our compensation committee. We have determined that Mr. Vic Haixiang Li and Ms.
Our compensation committee consists of Mr. Vic Haixiang Li, Ms. Brenda Pui Man Tam and Mr. Leaf Hua Li. Mr. Vic Haixiang Li is the chairman of our compensation committee. We have determined that Mr. Vic Haixiang Li and Ms. Brenda Pui Man Tam each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
The registered address of each of Lera Ultimate Limited and Lera Infinity Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (2) The business address of Mr. Arthur Yu Chen is 34/F, United Centre, 95 Queensway, Admiralty, Hong Kong S.A.R., People’s Republic of China. (3) The business address of Mr.
The registered address of each of Lera Ultimate Limited and Lera Infinity Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (2) The business address of Mr.
The performance evaluation system provides employees with timely and objective feedback, helping them identify strengths and areas for improvement. This performance management activities in 2024 have covered approximately 95% of our employees.
The performance evaluation system provides employees with timely and objective feedback, helping them identify strengths and areas for improvement. This performance management activities in 2024 have covered approximately 95% of our employees. We will continue to optimize the performance management system, further enhancing employee engagement and management efficiency, providing a solid talent guarantee for our long-term sustainable development.
Shan Lu is Gemdale Viseen Tower, No. 16, Gaoxinnanshi Road, Nanshan District, Shenzhen, People’s Republic of China. (4) The business address of Mr. Robin Li Xu is 1 Raffles Quay, #39-02, North Tower, Singapore. (5) The business address of Mr.
Shan Lu is Gemdale Viseen Tower, No. 16, Gaoxinnanshi Road, Nanshan District, Shenzhen, People’s Republic of China. 206 Table of Contents (3) The business address of Mr. Robin Li Xu is Tower 2 #31-01, Marina Bay Financial Centre, 10 Marina Blvd, Singapore. (4) The business address of Mr.
Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated.
The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated.
Li was also the founder of Tencent Video and led the product design and development of Tencent Video. Mr. Li invented over 10 international and domestic patents while working at Tencent. In 2008, Mr. Li was presented the “Innovative Talent Award” by the municipal government of Shenzhen, Guangdong. Mr.
Li joined Tencent in 2000 and was the 18th founding employee of Tencent. He was an early and key research and development participant of Tencent QQ. Mr. Li was also the founder of Tencent Video and led the product design and development of Tencent Video. Mr. Li invented over 10 international and domestic patents while working at Tencent.
Vic Li is one of the founders and a former senior executive vice president of Tencent. Mr. Li was appointed as a non - executive director of IceCure Medical Ltd (Nasdaq: ICCM) effective on December 23, 2024. Mr.
Vic Li is one of the founders and a former senior executive vice president of Tencent. Mr. Li was appointed as an independent non executive director at AVO Insurance Company Holding Limited since August 2018. Mr.
Li had served in several senior management roles at Tencent, including the head of Tencent’s multi-media business and its innovation center. Mr. Li joined Tencent in 2000 and was the 18th founding employee of Tencent. He was an early and key research and development participant of Tencent QQ. Mr.
Li has served as a non-executive director of Airstar Bank and since October 2025, Mr. Li has also served as the chairman of the board of Airstar Bank. Before founding our company, Mr. Li had served in several senior management roles at Tencent, including the head of Tencent’s multi-media business and its innovation center. Mr.
D. Employees We had a total of 2,784, 3,213 and 3,343 employees as of December 31, 2022, 2023 and 2024, respectively. As of December 31, 2024, 2,601 employees were located in Mainland China, 267 employees were located in Hong Kong, 123 employees were located in the United States, 104 employees were located in Singapore, and 248 employees were located elsewhere.
As of December 31, 2025, 2,559 employees were located in Mainland China, 388 employees were located in Hong Kong, 131 employees were located in the United States, 106 employees were located in Singapore, and 356 employees were located elsewhere.
Li served as an independent director of Boqii Holdings Limited (NYSE: BQ) from October 2020 to April 2023. Mr. Li received his bachelor’s degree in computer science and technology from Hunan University in June 2000. Mr.
In 2008, Mr. Li was presented the “Innovative Talent Award” by the municipal government of Shenzhen, Guangdong. Mr. Li received his bachelor’s degree in computer science and technology from Hunan University in June 2000. Mr.
Removed
Brenda Pui Man Tam each satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Added
As of the Latest Practicable Date, 933,122 share options and 16,682,344 restricted share units have been granted and were outstanding under the 2014 Incentive Plan and the 2019 Incentive Plan, excluding awards that were exercised, settled, forfeited or cancelled after the relevant grant dates.
Removed
We will continue to optimize the performance management system, further enhancing employee engagement and management efficiency, providing a solid talent guarantee for our long-term sustainable development. 197 Table of Contents We have always adhered to sharing performance results with our employees.
Added
Our officers are elected by and serve at the discretion of our board of directors. D. Employees We had a total of 3,213, 3,343 and 3,540 employees as of December 31, 2023, 2024 and 2025, respectively.

Item 7. Management's Discussion & Analysis

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

6 edited+0 added−0 removed1 unchanged
Biggest changeRevenue earned from such services amounted to HK$88.1 thousand (US$11.3 thousand) for the year ended December 31, 2024. Cash deposited by our directors, officers and their spouses for trading purpose were recorded as payables to clients in our consolidated balance sheets and amounted to HK$26.7 million (US$3.4 million) as of December 31, 2024.
Biggest changeCash deposited by our directors, officers and their spouses for trading purpose were recorded as payables to clients in our consolidated balance sheets and amounted to HK$51.5 million (US$6.6 million) as of December 31, 2025. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B.
Organizational Structure—Contractual Arrangements with the VIEs and Their Shareholders.” Transactions with Tencent Tencent has been a principal shareholder of us since October 2014. We purchased software, cloud services, SMS channel services and other services from Tencent in the amount of HK$172.3 million (US$22.2 million) in 2024.
Organizational Structure—Contractual Arrangements with the VIEs and Their Shareholders.” Transactions with Tencent Tencent has been a principal shareholder of us since October 2014. We purchased software, cloud services, SMS channel services and other services from Tencent in the amount of HK$208.3 million (US$26.8 million) in 2025.
As of December 31, 2024, we had amounts due to Tencent of HK$79.1 million (US$10.2 million), primarily consisting of the payable of HK$62.4 million (US$8.0 million) in relation to purchase of cloud equipment and services. Transactions with Airstar Bank Airstar Bank is a wholly owned subsidiary of Gravitation Fintech HK Limited.
As of December 31, 2025, we had amounts due to Tencent of HK$67.1 million (US$8.6 million), primarily consisting of the payable of HK$63.8 million (US$8.2 million) in relation to purchase of cloud equipment and services. 207 Table of Contents Transactions with Airstar Bank Airstar Bank is a wholly owned subsidiary of Gravitation Fintech HK Limited.
We have significant influence over Airstar Bank indirectly through our equity method investment in Gravitation Fintech HK Limited, which became an associate of our Group in May 2024. We earned technology service income from Airstar Bank in the amount of HK$61.0 million (US$7.9 million) in 2024.
We have significant influence over Airstar Bank indirectly through our equity method investment in Gravitation Fintech HK Limited, which became an associate of our Group in May 2024. On September 16, 2025, the Group acquired a controlling stake in Gravitation and its subsidiary, and upon the completion of the transaction, Gravitation and its subsidiary became consolidated subsidiary of the Group.
As of December 31, 2024, we had amounts due from Airstar Bank of HK$61.2 million (US$7.9 million), primarily consisting of the receivable of technology service income. Transactions with Directors and Executive Officers We provide brokerage services to our directors and officers and their spouses.
We earned technology service income from Airstar Bank in the amount of HK$63.3 million (US$8.1 million) from January 1, 2025 to September 16, 2025. Transactions with Directors and Executive Officers We provide brokerage services to our directors and officers and their spouses. Revenue earned from such services amounted to HK$346.4 thousand (US$44.5 thousand) for the year ended December 31, 2025.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable. ​
Compensation.” C. Interests of Experts and Counsel Not applicable. ​

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