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TOP Financial Group Ltd

TOP Financial Group LtdTOPEarnings & Financial Report

Nasdaq · Financials · Security & Commodity Brokers, Dealers, Exchanges & Services

Sun Life Financial Inc. is a Canadian financial services company headquartered in Toronto, Ontario. Founded in 1865, it operates internationally in life insurance, wealth management, and asset management. As of 2024, the company manages over CAD$1.3 trillion in assets and serves clients in Canada, the United States, Asia, and other markets.

What changed in TOP Financial Group Ltd's 20-F — 2024 vs 2025

Top changes in TOP Financial Group Ltd's 2025 20-F

460 paragraphs added · 457 removed · 379 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

12 edited+3 added−11 removed126 unchanged
Under the Anti-Money Laundering Guideline, licensed corporations should, among other things: ● take all reasonable measures to ensure that proper safeguards exist to mitigate the risks of money laundering and terrorism financing, or ML/TF, and to prevent a contravention of any requirement; ● establish and implement adequate and appropriate anti-money laundering and counter-financing of terrorism systems; consider the characteristics of the products and services that it offers and the extent to which these are vulnerable to ML/TF abuse; ● consider its delivery/distribution channels and the extent to which these are vulnerable to ML/TF abuse; ● when assessing the customer risk, consider who their customers are, what they do and any other information that may suggest the customer is of higher risk; ● be vigilant where the customer is of such a legal form that enables individuals to divest themselves of ownership of property whilst retaining an element of control over it or the business/industrial sector to which a customer has business connections is more vulnerable to corruption; ● consider risks inherent in the nature of the activity of the customer and the possibility that the transaction may itself be a criminal transaction; and ● pay particular attention to countries or geographical locations of operation with which its customers and intermediaries are connected where they are subject to high levels of organized crime, increased vulnerabilities to corruption and inadequate systems to prevent and detect ML/TF.
Under the Anti-Money Laundering Guideline, licensed corporations should, among other things: ● take all reasonable measures to ensure that proper safeguards exist to mitigate the risks of money laundering and terrorism financing, or ML/TF, and to prevent a contravention of any requirement; 72 ● establish and implement adequate and appropriate anti-money laundering and counter-financing of terrorism systems; consider the characteristics of the products and services that it offers and the extent to which these are vulnerable to ML/TF abuse; ● consider its delivery/distribution channels and the extent to which these are vulnerable to ML/TF abuse; ● when assessing the customer risk, consider who their customers are, what they do and any other information that may suggest the customer is of higher risk; ● be vigilant where the customer is of such a legal form that enables individuals to divest themselves of ownership of property whilst retaining an element of control over it or the business/industrial sector to which a customer has business connections is more vulnerable to corruption; ● consider risks inherent in the nature of the activity of the customer and the possibility that the transaction may itself be a criminal transaction; and ● pay particular attention to countries or geographical locations of operation with which its customers and intermediaries are connected where they are subject to high levels of organized crime, increased vulnerabilities to corruption and inadequate systems to prevent and detect ML/TF.
As of the date of this annual report, we and our subsidiaries were licensed under the HKSFO to conduct the following regulated activities: Company Type of Regulated Activities ZYSL Type 1 and 2 ZYCL Type 4, 5 and 9 Minimum Amount of Paid-Up Share Capital ZYSL HK$10,000,000 ZYCL HK$5,000,000 Minimum Amount of Required Liquid Capital ZYSL Higher of HK$3,000,000 or (1) ZYCL Higher of HK$3,000,000 or (1) Subject to certain exemptions specified under the Securities and Futures (Financial Resources) Rules of Hong Kong (the “FRR”), ZYSL and ZYCL, as securities dealers and asset management companies registered with the HKSFC, are required to maintain minimum paid-up share capital and to maintain minimum amounts of liquid capital in accordance with the FRR.
As of the date of this annual report, we and our subsidiaries were licensed under the HKSFO to conduct the following regulated activities: Company Type of Regulated Activities ZYSL Type 1 and 2 ZYCL Type 4, 5 and 9 Minimum Amount of Paid-Up Share Capital ZYSL HK$41,400,000 ZYCL HK$5,000,000 Minimum Amount of Required Liquid Capital ZYSL Higher of HK$3,000,000 or (1) ZYCL Higher of HK$3,000,000 or (1) Subject to certain exemptions specified under the Securities and Futures (Financial Resources) Rules of Hong Kong (the “FRR”), ZYSL and ZYCL, as securities dealers and asset management companies registered with the HKSFC, are required to maintain minimum paid-up share capital and to maintain minimum amounts of liquid capital in accordance with the FRR.
Esunny agrees to (i) provide remote system operation services and technical support and (ii) provide safe and applicable storage space for our hardware equipment. 57 Epolestar Intelligent Platform V9.0 Licensing Service Contract On May 23, 2017, ZYSL entered into a Licensing Service Contract with Esunny in connection with the use of Epolestar Intelligent Platform V9.0 (“Epolestar”).
Esunny agrees to (i) provide remote system operation services and technical support and (ii) provide safe and applicable storage space for our hardware equipment. 58 Epolestar Intelligent Platform V9.0 Licensing Service Contract On May 23, 2017, ZYSL entered into a Licensing Service Contract with Esunny in connection with the use of Epolestar Intelligent Platform V9.0 (“Epolestar”).
These functions include market analysis, fast trading, stop-loss orders, and arbitrage transaction. 56 Main features of the client software Timely market information. The client software can provide timely market information to investors stably and quickly as the system sources data from high-end data providers in the industry. Indicator analysis.
These functions include market analysis, fast trading, stop-loss orders, and arbitrage transaction. 57 Main features of the client software Timely market information. The client software can provide timely market information to investors stably and quickly as the system sources data from high-end data providers in the industry. Indicator analysis.
There is no condition on the HKSFC license of ZYSL. The following conditions are currently imposed on the HKSFC license of ZYCL: The licensee shall only provide services to professional investors. The term “professional investor” is as defined in the Securities and Futures Ordinance and its subsidiary legislation.
The following conditions are currently imposed on the HKSFC license of ZYCL: The licensee shall only provide services to professional investors. The term “professional investor” is as defined in the Securities and Futures Ordinance and its subsidiary legislation.
(1) In the case of a corporation licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital which means 5% of the aggregate of (i) its adjusted liabilities, (ii) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (iii) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements. 65 Use of proceeds to fulfill requirements under the Financial Resources Rules Currently, neither of ZYSL or ZYCL needs to rely on any of the IPO proceeds to fulfill the requirements under the Financial Resources Rules Nevertheless, ZYSL and ZYCL may use part of the IPO proceeds for its future business development, and its liquidity position under the Financial Resources rules will be strengthened as a result.
(1) In the case of a corporation licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital which means 5% of the aggregate of (i) its adjusted liabilities, (ii) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (iii) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements. 65 Use of proceeds to fulfill requirements under the Financial Resources Rules Currently, neither of ZYSL or ZYCL needs to rely on any of the IPO proceeds to fulfill the requirements under the Financial Resources Rules.
Name of Subsidiary Jurisdiction of Incorporation or Organization ZYAL (BVI) Limited British Virgin Islands ZYCL (BVI) Limited British Virgin Islands ZYFL (BVI) Limited British Virgin Islands ZYIL (BVI) Limited British Virgin Islands ZYNL (BVI) Limited British Virgin Islands ZYPL (BVI) Limited British Virgin Islands ZYSL (BVI) Limited British Virgin Islands ZYTL (BVI) Limited British Virgin Islands ZYXL (BVI) Limited British Virgin Islands Zhong Yang Securities Limited Hong Kong Zhong Yang Capital Limited Hong Kong WIN100 Management Limited British Virgin Islands WIN100 TECH Limited British Virgin Islands WIN100 WEALTH LIMITED British Virgin Islands Winrich Finance Limited Hong Kong TOP ASSET MANAGEMENT PTE.LTD.
Name of Subsidiary Jurisdiction of Incorporation or Organization ZYAL (BVI) Limited British Virgin Islands ZYCL (BVI) Limited British Virgin Islands ZYFL (BVI) Limited British Virgin Islands ZYIL (BVI) Limited British Virgin Islands ZYNL (BVI) Limited British Virgin Islands ZYPL (BVI) Limited British Virgin Islands ZYSL (BVI) Limited British Virgin Islands ZYTL (BVI) Limited British Virgin Islands ZYXL (BVI) Limited British Virgin Islands Zhong Yang Financial Services Limited Hong Kong Zhong Yang Securities Limited Hong Kong Zhong Yang Capital Limited Hong Kong WIN100 Management Limited British Virgin Islands WIN100 TECH Limited British Virgin Islands WIN100 WEALTH LIMITED British Virgin Islands Winrich Finance Limited Hong Kong Winrich Trust Limited Hong Kong TOP 500 SEC PTY LTD Australia TOP ASSET MANAGEMENT PTE.LTD.
Singapore TOP FINANCIAL PTE.LTD. Singapore TOP 500 SEC PTY LTD Australia 73 The following diagram illustrates the corporate structure of TOP Financial Group Limited and its subsidiaries as of the date of this annual report: 74 4.D.
Singapore TOP FINANCIAL PTE.LTD. Singapore TOP Solar Fund SPC. Cayman Islands 73 The following diagram illustrates the corporate structure of TOP Financial Group Limited and its subsidiaries as of the date of this annual report: 74 4.D.
Esunny agreed to (i) provide remote maintenance service and technical support and (ii) protect our commercial information and trade secrets. 2GoTrade We leveraged 2GoTrade to provide access to our clients for security trading. 2GoTrade is developed by 2GoTrade Limited, a Hong Kong company.
Esunny agreed to (i) provide remote maintenance service and technical support and (ii) protect our commercial information and trade secrets. Longbridge Whale We leveraged Longbridge Whale to provide access to our clients for security trading.
Anti-Money Laundering and Counter-Terrorist Financing Licensed corporations are required to comply with the applicable anti-money laundering and counter-terrorist financing laws and regulations in Hong Kong (including Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinary Chapter 615 of the Laws of Hong Kong) as well as the Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (For Licensed Corporations), or Anti-Money Laundering Guideline. 72 The Anti-Money Laundering Guideline provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong.
Anti-Money Laundering and Counter-Terrorist Financing Licensed corporations are required to comply with the applicable anti-money laundering and counter-terrorist financing laws and regulations in Hong Kong (including Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinary Chapter 615 of the Laws of Hong Kong) as well as the Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (For Licensed Corporations), or Anti-Money Laundering Guideline.
Intellectual Property As of the date of this annual report, we had registered one trademark under the jurisdiction of Hong Kong. The trademark application was filed on October 29, 2016 and we received the trademark approval on December 23, 2016. Our trademark is important to us as it distinguishes our brand and services from other competitors in the market.
The trademark application was filed on October 29, 2016 and we received the trademark approval on December 23, 2016. Our trademark is important to us as it distinguishes our brand and services from other competitors in the market. Item 4A. Unresolved Staff Comments None.
Our leased premises are leased from Zhong Yang Securities Limited which has proper authorization from the titleholder to sublease the property. We believe that we will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans.
We believe that we will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans. Intellectual Property As of the date of this annual report, we had registered one trademark under the jurisdiction of Hong Kong.
Removed
It is specialized in providing solutions for complex trading in the HK/China financial market with a simple, yet all-inclusive proposition. The key advantage of the system lies in the manner of low latency, mission-critical technology, and brokerage applications are developed, managed, and operated using an innovative, cloud-centric, proactive service model.
Added
Nevertheless, ZYSL and ZYCL may use part of the IPO proceeds for its future business development, and its liquidity position under the Financial Resources rules will be strengthened as a result. There is no condition on the HKSFC license of ZYSL.
Removed
Being a leading innovator in front- and back-office applications since 2001, 2GoTrade delivers mission-critical trading and processing IT service to a growing mix of institutional and retail brokers. Mobile application The 2GoTrade provides a user-friendly customer experience. The user interface of 2GoTrade contains five major tabs, “List”, “Quote”, “Trading”, “Me” and “Others”. List .
Added
The Anti-Money Laundering Guideline provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong.
Removed
The list tab contains a list of securities that are marked by the client, and the list allows clients to get quick access to the marked securities. Quote . The quote tab provides the real-time market information of the stock, including the sticker, current bid and ask price, trading volume, and historical prices. Trading .
Added
Property, Plant and Equipment Facilities Our principal executive office is located at 101 Cecil Street, #13-05 Tong Eng Building, Singapore 069533, where TOP Asset Management Pte. Ltd., our subsidiary, leased approximately 808 square feet of office space. We pay a monthly rent in the amount of S$5,300 (approximately US$4,120), which includes rent, service charge and goods and services tax.
Removed
The trading tab contains the functions which empower the clients to trade stocks conveniently. The client can choose various means to place orders, including market order, limited price order, and conditional order, among others. Me . The “me” tab stores information of profit and loss, order history, account statement, and account balance, allowing the clients to effectively manage their funds.
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Other . The other tab contains functions allowing clients to customize the system settings and search for legal statements. Desktop application The desktop application has the same functions as that of the mobile version.
Removed
The desktop application allows clients to get access to market information and engage in trading on a larger screen. 58 Material Agreements with 2GoTrade Below is the summary of the material agreements in connection with 2GoTrade: Service Level Agreement On December 12, 2017, ZYSL entered into a Licensing Agreement with 2GoTrade Limited in connection with the real-time brokerage systems “Go.Exchange” and an application service platform “Go.ExchangeVS”.
Removed
This agreement has an initial term of 24 months and has been automatically renewed. Pursuant to the agreement, we have paid a one-time set up fee in the amount of HK$50,000 (approximately US$6,400) and agreed to pay a monthly fee of HK$20,300 (approximately US$2,600).
Removed
Either party may terminate the agreement if the other party breaches any terms of the agreement and does not cure the breach within 30 days after receiving written notice from the non-breaching party.
Removed
If this agreement is terminated due to a breach of ZYSL, ZYSL shall be liable to pay within 30 days of termination an early termination fee to 2GoTrade Limited which is equal to 100% of all then service charges. 2GoTrade Limited granted us a non-transferable and a non-exclusive license to use the systems and services.
Removed
All intellectual property rights therein and in all improvements or enhancements to the equipment, software and materials shall remain the property of 2GoTrade Limited. Longbridge Whale We leveraged Longbridge Whale to provide access to our clients for security trading.
Removed
Property, Plant and Equipment Facilities Our principal executive office is located at Flat 1101, 118 Connaught Road West in Hong Kong, where ZYSL, our subsidiary, leased approximately 189 square meters of office space. We pay an annual rent in the amount of HK$831,600 (approximately US$106,800).

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

231 edited+27 added−10 removed456 unchanged
The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.
The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.
On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application.
If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
In connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we do not believe we are currently required to obtain permissions from or complete any filing with the CSRC, or required to go through cybersecurity review by the CAC, given that (1) our Operating Subsidiaries are incorporated in Hong Kong or the British Virgin Islands and are located in Hong Kong, (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).
In connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we do not believe we are currently required to obtain permissions from or complete any filing with the CSRC, or required to go through cybersecurity review by the CAC, given that (1) our Operating Subsidiaries are incorporated in Hong Kong or the British Virgin Islands and are located in Hong Kong, (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).
There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
If (i) we inadvertently conclude that certain regulatory permissions and approvals are not required or (ii) applicable laws, regulations, or interpretations change in a way that requires us to complete such filings or obtain such approvals in the future, and (iii) we are required to obtain such permissions or approvals in the future, but fail to receive or maintain such permissions or approvals, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
If (i) we inadvertently conclude that certain regulatory permissions and approvals are not required or (ii) applicable laws, regulations, or interpretations change in a way that requires us to complete such filings or obtain such approvals in the future, and (iii) we are required to obtain such permissions or approvals in the future, but fail to receive or maintain such permissions or approvals, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
To expand our services into asset management services, we obtained the relevant HKSFC licenses on in February 2018 through our subsidiary, ZYCL. On March 26, 2020, we carried out a series of transactions to reorganize the legal structure of the Company.
To expand our services into asset management services, we obtained the relevant HKSFC licenses in February 2018 through our subsidiary, ZYCL. On March 26, 2020, we carried out a series of transactions to reorganize the legal structure of the Company.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January 10, 2022.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January 10, 2022.
The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and is subject to further explanation and implementation.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC, the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators shall have a right to see all audit documentation without redaction.
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.
YCM CPA Inc. is headquartered in Irvine, California and has not been inspected by the PCAOB, but according to YCM CPA Inc., it will be inspected by the PCAOB on a regular basis.
YCM CPA Inc. is headquartered in Irvine, California and has not been inspected by the PCAOB, but according to YCM CPA Inc., it will be inspected by the PCAOB on a regular basis.
For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021.
For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021.
On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021.
The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.
On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023.
On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March 31, 2023.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application.
Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application.
There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
If (i) we inadvertently conclude that certain regulatory permissions and approvals are not required or (ii) applicable laws, regulations, or interpretations change in a way that requires us to complete such filings or obtain such approvals in the future, and (iii) we are required to obtain such permissions or approvals in the future, but fail to receive or maintain such permissions or approvals, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
If (i) we inadvertently conclude that certain regulatory permissions and approvals are not required or (ii) applicable laws, regulations, or interpretations change in a way that requires us to complete such filings or obtain such approvals in the future, and (iii) we are required to obtain such permissions or approvals in the future, but fail to receive or maintain such permissions or approvals, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. 6 On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021.
On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. 7 On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021.
If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. 44 In connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we do not believe we are currently required to obtain permissions from or complete any filing with the CSRC, or required to go through cybersecurity review by the CAC, given that (1) our Operating Subsidiaries are incorporated in Hong Kong or the British Virgin Islands and are located in Hong Kong, (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).
If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. 45 In connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we do not believe we are currently required to obtain permissions from or complete any filing with the CSRC, or required to go through cybersecurity review by the CAC, given that (1) our Operating Subsidiaries are incorporated in Hong Kong or the British Virgin Islands and are located in Hong Kong, (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).
We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to pay dividends outside of China, limit our ability to list on stock exchanges outside of China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, may hinder our ability to offer Ordinary Shares to investors in the future and may cause the value of our Ordinary Shares to significantly decline or be worthless.
These regulatory agencies may impose fines and penalties on us, limit our operations, limit our ability to pay dividends outside of China, limit our ability to list on stock exchanges outside of China or offer our securities to foreign investors or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, may hinder our ability to offer Class A Ordinary Shares to investors in the future and may cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
We also depend on various third-party software and cloud-based storage platforms as well as other information technology systems in our business operations. It could take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence, which could affect our ability to process and settle customer transactions.
We also depend on various third-party software and cloud-based storage platforms as well as other information technology systems in our business operations. 36 It could take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence, which could affect our ability to process and settle customer transactions.
Such governmental actions: ● could result in a material change in our operations; ● could hinder our ability to continue to offer securities to investors; and ● may cause the value of our Ordinary Shares to significantly decline or be worthless. 3.A. [Reserved] 3.B. Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 3.C.
Such governmental actions: ● could result in a material change in our operations; ● could hinder our ability to continue to offer securities to investors; and ● may cause the value of our Class A Ordinary Shares to significantly decline or be worthless. 3.A. [Reserved] 3.B. Capitalization and Indebtedness Not applicable for annual reports on Form 20-F. 3.C.
As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices.
As a relatively small-capitalization company with a relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices.
These risks and challenges include our ability to, among other things: ● build a well-recognized and respected brand; ● establish and expand our client base; ● maintain and enhance our relationships with our business partners; ● attract, retain, and motivate talented employees; ● anticipate and adapt to changing market conditions and a competitive landscape; ● manage our future growth; ● ensure that the performance of our products and services meets client expectations; ● maintain or improve our operational efficiency; 21 ● navigate a complex and evolving regulatory environment; ● defend ourselves in any legal or regulatory actions against us; ● enhance our technology infrastructure and maintain the security of our system and the confidentiality of the information provided and utilized across our system; ● avoid and remedy operating errors as a result of human or system errors; ● identify and address conflicts of interest; and ● identify and appropriately manage our related party transactions.
These risks and challenges include our ability to, among other things: ● build a well-recognized and respected brand; ● establish and expand our client base; ● maintain and enhance our relationships with our business partners; ● attract, retain, and motivate talented employees; ● anticipate and adapt to changing market conditions and a competitive landscape; ● manage our future growth; ● ensure that the performance of our products and services meets client expectations; ● maintain or improve our operational efficiency; 22 ● navigate a complex and evolving regulatory environment; ● defend ourselves in any legal or regulatory actions against us; ● enhance our technology infrastructure and maintain the security of our system and the confidentiality of the information provided and utilized across our system; ● avoid and remedy operating errors as a result of human or system errors; ● identify and address conflicts of interest; and ● identify and appropriately manage our related party transactions.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations. at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Ordinary Shares.
However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations. at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Class A Ordinary Shares.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
On May 11, 2023, the SEC ordered a 10-day trading suspension of the Company’s ordinary shares, due to “recent, unusual, and unexplained market activity raising concerns regarding the adequacy and accuracy of publicly-available information, in light of disclosures made concerning TOP’s financial condition and scope of operations.” The trading suspension ended on May 26, 2023.
On May 11, 2023, the SEC ordered a 10-day trading suspension of the Company’s Class A Ordinary Shares, due to “recent, unusual, and unexplained market activity raising concerns regarding the adequacy and accuracy of publicly-available information, in light of disclosures made concerning TOP’s financial condition and scope of operations.” The trading suspension ended on May 26, 2023.
Risk Factors — Risks Relating to Our Ordinary Shares— Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
Risk Factors — Risks Relating to Our Class A Ordinary Shares— Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
In addition, we have not been asked to obtain such permissions or to complete any filing by any PRC authority or received any denial to do so. However, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment by issuers like us.
Risks Relating to our Ordinary Shares ● Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
Risks Relating to our Ordinary Shares ● Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
Risks Relating to our Ordinary Shares Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
Risks Relating to our Ordinary Shares Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for two consecutive years beginning in 2021.
Since the Company’s inception, we have leveraged three third-party trading platforms – Esunny Morning Star Futures and Options as well as 2GoTrade and Longbridge Whale– to create an efficient conduit for the global flow of capital across exchanges around the world, while at the same time maintaining competitive fees.
Since the Company’s inception, we have leveraged three third-party trading platforms – Esunny Morning Star Futures and Options as well as Longbridge Whale– to create an efficient conduit for the global flow of capital across exchanges around the world, while at the same time maintaining competitive fees.
Our ability to compete successfully in the securities brokerage industry depends on a number of factors, such as: ● maintaining and expanding our market position; ● retaining existing customers and attracting and retaining new customers; ● providing easy to use and innovative financial products and services; ● our reputation and the market perception of our brand and overall value; ● maintaining competitive pricing; ● competing in a concentrated competitive landscape; ● optimizing our costs of doing business; ● the effectiveness of our technology (including cybersecurity defenses), products and services; ● deploying a secure and scalable technology and back office platform; ● complying with the differences in regulatory oversight regimes; ● attracting new employees and retaining our existing employees; and ● general economic and industry trends, including customer demand for financial products and services. 33 Our competitive position within the industry could be adversely affected if we were unable to address these factors adequately.
Our ability to compete successfully in the securities brokerage industry depends on a number of factors, such as: ● maintaining and expanding our market position; ● retaining existing customers and attracting and retaining new customers; ● providing easy to use and innovative financial products and services; ● our reputation and the market perception of our brand and overall value; ● maintaining competitive pricing; ● competing in a concentrated competitive landscape; ● optimizing our costs of doing business; ● the effectiveness of our technology (including cybersecurity defenses), products and services; ● deploying a secure and scalable technology and back office platform; ● complying with the differences in regulatory oversight regimes; ● attracting new employees and retaining our existing employees; and ● general economic and industry trends, including customer demand for financial products and services. 34 Our competitive position within the industry could be adversely affected if we were unable to address these factors adequately.
However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.
However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares.
Recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Measures, have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers.
Statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Measures, have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers.
On June 3, 2022, the Company completed its initial public offering on the National Association of Securities Dealers Automated Quotations (“NASDAQ”). In this offering, 5,000,000 Ordinary Shares were issued at a price of US$5.00 per share. The gross proceeds received from the initial public offering totaled US$25 million.
On June 3, 2022, the Company completed its initial public offering on the National Association of Securities Dealers Automated Quotations (“NASDAQ”). In this offering, 5,000,000 Class A Ordinary Shares were issued at a price of US$5.00 per share. The gross proceeds received from the initial public offering totaled US$25 million.
Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain (page 11). ● We may become subject to a variety of PRC laws and other obligations regarding data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations (page 12). ● If the Chinese government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless (page 13). ● The Hong Kong legal system embodies uncertainties which could limit the legal protections available to ZYSL and ZYCL (page 13). ● The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict future takeovers and other transactions (page 13). ● The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions.
Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain (page 12). ● We may become subject to a variety of PRC laws and other obligations regarding data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations (page 13). ● If the Chinese government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless (page 14). ● The Hong Kong legal system embodies uncertainties which could limit the legal protections available to ZYSL and ZYCL (page 14). ● The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict future takeovers and other transactions (page 14). ● The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions.
As of the date of this annual report, we do not expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
As of the date of this annual report, we do not expect to be materially affected by statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
This regulatory requirement may discourage, delay or prevent a change in control of TFGL, which could deprive the holders of our Ordinary Shares the opportunity to receive a premium for their Ordinary Shares as part of a future sale and may reduce the price of our Ordinary Shares upon the consummation of a future proposed business combination.
This regulatory requirement may discourage, delay or prevent a change in control of TFGL, which could deprive the holders of our Class A Ordinary Shares the opportunity to receive a premium for their Class A Ordinary Shares as part of a future sale and may reduce the price of our Class A Ordinary Shares upon the consummation of a future proposed business combination.
On May 11, 2023 the SEC ordered a 10-day trading suspension of our ordinary shares. A repeat suspension could occur. Because our ordinary shares has at times been thinly traded, our ordinary shares may continue to experience price volatility and low liquidity, which could result in substantial losses to investors.
On May 11, 2023 the SEC ordered a 10-day trading suspension of our Class A Ordinary Shares. A repeat suspension could occur. Because our Class A Ordinary Shares has at times been thinly traded, our Class A Ordinary Shares may continue to experience price volatility and low liquidity, which could result in substantial losses to investors.
Products and services Pricing terms Futures contracts in COMEX, CBOT, ASX Transaction fees : US$20.0 per contract Futures contracts in CME, NYMEX, SGX Transaction fees : US$15.0 to 20.0 per contract Futures contracts in HKEX US Gold, CNH to USD Transaction fees : US$10.0 per contract Mini-Hang Seng Index, H-Share Index, Mini H-Share Index, Hang Seng Index Transaction fees : HK$50.0 to 100.0 per contract USD to CNH Transaction fees : US$20.0 per contract Futures contracts in EUREX DAX Performance Index, Mini DAX Performance Index Transaction fees : EUR20.0 per contract Futures contracts in NYBOT Cocoa, Cotton, Coffee, Sugar Transaction fees : US$20.0 per contract 51 Trading Solution Services During the fiscal year ended March 31, 2022, we commenced trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software.
Products and services Pricing terms Futures contracts in COMEX, CBOT, ASX Transaction fees : US$20.0 per contract Futures contracts in CME, NYMEX, SGX Transaction fees : US$15.0 to 20.0 per contract Futures contracts in HKEX US Gold, CNH to USD Transaction fees : US$10.0 per contract Mini-Hang Seng Index, H-Share Index, Mini H-Share Index, Hang Seng Index Transaction fees : HK$50.0 to 100.0 per contract USD to CNH Transaction fees : US$20.0 per contract Futures contracts in EUREX DAX Performance Index, Mini DAX Performance Index Transaction fees : EUR20.0 per contract Futures contracts in NYBOT Cocoa, Cotton, Coffee, Sugar Transaction fees : US$20.0 per contract 52 Trading Solution Services During the fiscal year ended March 31, 2022, we commenced trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software.
Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
Business Overview Overview Our Operating Subsidiaries operate an online brokerage firm in Hong Kong specializing in the trading of local and overseas equities, futures, and options products. Our clients primarily reside in Asia and we are currently focusing on expanding our customer base to Southeast Asian investors.
Business Overview Overview Our Operating Subsidiaries operate an online brokerage firm in Hong Kong specializing in the trading of local and overseas equities, futures, and options products. Our clients primarily reside in Asia and the Operating Subsidiaries are currently focusing on expanding our customer base to Southeast Asian investors.
Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Ordinary Shares. 15 In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenues, profit, and cash flow; ● changes in the economic performance or market valuations of other financial services firms; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our officers, directors, Controlling Shareholder, other beneficial owners, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our officers, directors, or Controlling Shareholder; ● release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and ● sales or perceived potential sales of additional Ordinary Shares.
Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares. 16 In addition to the above factors, the price and trading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenues, profit, and cash flow; ● changes in the economic performance or market valuations of other financial services firms; ● actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our officers, directors, Controlling Shareholder, other beneficial owners, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our officers, directors, or Controlling Shareholder; ● release or expiry of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares; and ● sales or perceived potential sales of additional Class A Ordinary Shares.
While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years.
While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years.
If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and criminal prosecutions. 34 Although we maintain insurance coverage that we believe is reasonable, prudent and adequate for the purpose of our business, it might be insufficient in type or amount to protect us against all losses and costs stemming from security breaches, cyber-attacks and other types of unlawful activity or any resulting disruptions from such events.
If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and criminal prosecutions. 35 Although we maintain insurance coverage that we believe is reasonable, prudent and adequate for the purpose of our business, it might be insufficient in type or amount to protect us against all losses and costs stemming from security breaches, cyber-attacks and other types of unlawful activity or any resulting disruptions from such events.
As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional Ordinary Shares or other securities and our ability to obtain additional financing in the future.
As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future.
A decline in the market price of our ordinary shares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our ordinary shares will develop or be sustained.
A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained.
Further, if we are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Ordinary Shares. For more information see “Item 10. Additional Information—10.E.
Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares. For more information see “Item 10. Additional Information—10.E.
In addition, on September 9, 2021, the sole shareholder of the Company approved and effected an increase of the Company’s authorized share capital from US$50,000, divided into 50,000,000 ordinary shares of a par value of US$0.001 per share, to US$150,000, divided into 150,000,000 ordinary shares of a par value of US$0.001 per share.
In addition, on September 9, 2021, the sole shareholder of the Company approved and effected an increase of the Company’s authorized share capital from US$50,000, divided into 50,000,000 Class A Ordinary Shares of a par value of US$0.001 per share, to US$150,000, divided into 150,000,000 Class A Ordinary Shares of a par value of US$0.001 per share.
The Offering closed on June 3, 2022 and the Ordinary Shares began trading on June 1, 2022 on The Nasdaq Capital Market under the ticker symbol “TOP.” In June 2022, the Company completed its initial public offering of 5,000,000 Ordinary Shares at a price of $5.00 per share.
The Offering closed on June 3, 2022 and the Class A Ordinary Shares began trading on June 1, 2022 on The Nasdaq Capital Market under the ticker symbol “TOP.” In June 2022, the Company completed its initial public offering of 5,000,000 Class A Ordinary Shares at a price of $5.00 per share.
The Chinese government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
The Chinese government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares.
We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of September 30 (the last business day of the second fiscal quarter) (ii) the end of the fiscal year in which we have total annual gross revenues of US$1.235 billion or more during such fiscal year, (iii) the date on which we issue more than US$1 billion in non-convertible debt in a three-year period, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of the initial public offering. 20 We may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company.
We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of September 30 (the last business day of the second fiscal quarter) (ii) the end of the fiscal year in which we have total annual gross revenues of US$1.235 billion or more during such fiscal year, (iii) the date on which we issue more than US$1 billion in non-convertible debt in a three-year period, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of the initial public offering. 21 We may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company.
It may be difficult for us to achieve steady earnings growth on a quarterly basis, which could, in turn, lead to large adverse movements in the price of our Ordinary Shares or increasing volatility in our Ordinary Share price generally.
It may be difficult for us to achieve steady earnings growth on a quarterly basis, which could, in turn, lead to large adverse movements in the price of our Class A Ordinary Shares or increasing volatility in our Ordinary Share price generally.
Our Operating Subsidiaries currently conduct our futures and stock brokerage business through three trading platforms, Esunny for futures trading and 2GoTrade and Longbridge for stock trading, both of which were licensed from third parties. Our proposed CFD trading business will also be conducted through a trading platform licensed from a third party.
Our Operating Subsidiaries currently conduct our futures and stock brokerage business through three trading platforms, Esunny for futures trading and Longbridge for stock trading, both of which were licensed from third parties. Our proposed CFD trading business will also be conducted through a trading platform licensed from a third party.
Our Operating Subsidiaries conduct the futures and stock brokerage business through three trading platforms, Esunny for futures trading, 2GoTrade and Longbridge for stock trading, all of which were licensed from third parties and can be easily accessed through our application, or APP, software, and websites.
Our Operating Subsidiaries conduct the futures and stock brokerage business through three trading platforms, Esunny for futures trading and Longbridge for stock trading, all of which were licensed from third parties and can be easily accessed through our application, or APP, software, and websites.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Hong Kong, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers. 13 There is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Hong Kong, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers. 14 There is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Based upon our current and expected income and assets, as well as projections as to the market price of our Ordinary Shares, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.
Based upon our current and expected income and assets, as well as projections as to the market price of our Class A Ordinary Shares, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.
We believe that with our well-established IT infrastructure and streamlined organizational structure, the account opening process for individual and corporate accounts is smooth and efficient. 49 For the omnibus accounts, we also perform our KYC procedures to the futures commission merchants by obtaining supporting documents including, among others, Identity credentials and address Proof of Significant Controllers and Directors, Addendum to Agreement for Financial Intermediary, Certificate of Incorporation, Licensing Information, Board Minutes, Company Search Result and Annual Return / Certificate of Incumbency.
We believe that with our well-established IT infrastructure and streamlined organizational structure, the account opening process for individual and corporate accounts is smooth and efficient. 50 For the omnibus accounts, we also perform our KYC procedures to the futures commission merchants by obtaining supporting documents including, among others, Identity credentials and address Proof of Significant Controllers and Directors, Addendum to Agreement for Financial Intermediary, Certificate of Incorporation, Licensing Information, Board Minutes, Company Search Result and Annual Return / Certificate of Incumbency.
On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. 14 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong. 15 On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China.
Recent Regulatory Development in the PRC We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Regulatory Development in the PRC We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
However, if we choose to follow the Cayman Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. 18 As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States.
However, if we choose to follow the Cayman Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. 19 As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States.
Recent Regulatory Development in the PRC We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Regulatory Development in the PRC We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment in our Ordinary Shares. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy” for more information.
You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy” for more information.
Although we have not identified any failure to detect material money laundering activities since we commenced our current businesses in 2015, if we fail to fully comply with applicable laws and regulations, the relevant government agencies may impose fines and other penalties on us, which may adversely affect our business. 29 We regularly encounter potential conflicts of interest, and failure to identify and address such conflicts of interest could adversely affect our business.
Although we have not identified any failure to detect material money laundering activities since we commenced our current businesses in 2015, if we fail to fully comply with applicable laws and regulations, the relevant government agencies may impose fines and other penalties on us, which may adversely affect our business. 30 We regularly encounter potential conflicts of interest, and failure to identify and address such conflicts of interest could adversely affect our business.
We are not required to and do not carry insurance for futures brokerage business because we are not a participant of the Hong Kong Futures Exchange. Our futures brokers who are a participant of the Hong Kong Futures Exchange are required to have insurant coverage for their business.
We are not required to and do not carry insurance for futures brokerage business because we are not a participant of the Hong Kong Futures Exchange. Our futures brokers who are a participant of the Hong Kong Futures Exchange are required to have insurance coverage for their business.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Our ability to earn commission fees, interest income largely depends on the number of customers on our trading platforms and their trading volume, and the commission rates we charge. It has become increasingly common for online trading platforms to offer free brokerage services.
Our ability to earn commission fees and interest income largely depends on the number of customers on our trading platforms and their trading volume and the commission rates we charge. It has become increasingly common for online trading platforms to offer free brokerage services.
The amount of commissions we charge is largely based on the trading volume, with commission rates varying between US$2.25 to US$50 per lot, based on the per-lot value and the type of product traded, as well as discounts offered to different clients. ii). mark up the bid/offer spreads for CFD products on top of the prices offered by our clients, exchanges or third-party market makers, as the case may be.
The amount of commissions we charge is largely based on the trading volume, with commission rates varying between US$2.25 and US$50 per lot, based on the per-lot value and the type of product traded, as well as discounts offered to different clients. ii). mark up the bid/offer spreads for CFD products on top of the prices offered by our clients, exchanges or third-party market makers, as the case may be.
The decrease was primarily due to higher travel expenses incurred in the year ended March 31, 2023 for celebration of the Company’s listing on NASDAQ in the United States. Professional fees – Professional fees increased by 51.2% from US$1.2 in the year ended March 31, 2023 to US$1.8 million in the year ended March 31, 2024.
The decrease was primarily due to higher travel expenses incurred in the year ended March 31, 2023 for celebration of the Company’s listing on NASDAQ in the United States. Professional fees – Professional fees increased by 51.2% from US$1.2 million in the year ended March 31, 2023 to US$1.8 million in the year ended March 31, 2024.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations. 5.E.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition or results of operations. 91 5.E.
For options trading, we have the capacity to offer options trading services and they are available to our clients. However, there was no revenue generated from options trading services for the relevant periods. 81 Trading gains (losses) We began proprietary trading in US stocks since March 2020, and trading in HK stocks since January 2021.
For options trading, we have the capacity to offer options trading services and they are available to our clients. However, there was no revenue generated from options trading services for the relevant periods. Trading gains (losses) We began proprietary trading in US stocks since March 2020, and trading in HK stocks since January 2021.
We expect to incur expenses in our promotional efforts through different online and offline media/ channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues. 77 We currently pursue a niche market strategy in Hong Kong.
We expect to incur expenses in our promotional efforts through different online and offline media channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues. We currently pursue a niche market strategy in Hong Kong.
Interest income and others During the year ended March 31, 2024, the interest income was comprised of interest income of $0.1 million charged on loans made to a third party, interest income of $0.3 million charged on our clients who traded US stocks, and interests earned on bank deposits.
During the year ended March 31, 2024, the interest income was comprised of interest income of $0.1 million charged on loans made to a third party, interest income of $0.3 million charged on our clients who traded US stocks, and interests earned on bank deposits.
We enable our customers to trade on renowned stock and futures exchanges around the world, including the Chicago Mercantile Exchange (“CME”), Hong Kong Futures Exchange (“HKFE”), The New York Mercantile Exchange (“NYMEX”), The Chicago Board of Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”), Singapore Exchange (“SGX”), Australia Securities Exchange (“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and Osaka Exchange (OSE).
We enable our customers to trade on renowned stock and futures exchanges around the world, including the Chicago Mercantile Exchange (“CME”), Hong Kong Futures Exchange (“HKFE”), The New York Mercantile Exchange (“NYMEX”), The Chicago Board of Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”), Singapore Exchange (“SGX”), Australia Securities Exchange (“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and Osaka Exchange (“OSE”).
Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers, whom we can charge higher commission rates.
Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers who we can charge higher commission rates.
As a provider of brokerage services on chargeable only trading platforms, we are confident that we can differentiate ourselves from our competitors, as we offer low-latency trading platforms, a wide range of products from multiple exchanges, quality customer services and maintain a good relationship with our customers.
As a provider of brokerage services on chargeable-only trading platforms, we are confident that we can differentiate ourselves from our competitors, as we offer low-latency trading platforms, a wide range of products from multiple exchanges, and quality customer services, and we maintain good relationships with our customers.
The difference was primarily attributable to (i) an increase of US$2.6 million in accounts receivable due from customers as a result of increase in revenues from trading solution services and receivables due from customers who held US stocks under the Company’s custodian, (ii) an increase of US$1.5 million in accounts receivable due from a related party who held US stocks under the Company’s custodian, (iii) an increase of US$1.5 million in securities owned, at fair value as we increased investments, and (iv) an increase of US$0.9 million in other assets.
The difference was primarily attributable to (i) an increase of US$2.6 million in accounts receivable due from customers as a result of increase in revenues from trading solution services and receivables due from customers who held US stocks under the Company’s custodian, (ii) an increase of US$1.5 million in accounts receivable due from a related party who held US stocks under the Company’s custodian, (iii) an increase of US$3.9 million in loans receivable from customers, (iv) an increase of US$1.5 million in securities owned, at fair value as we increased investments, and (v) an increase of US$0.9 million in other assets.
This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends.
Although we have not been affected by inflation in the past, we may be affected if Hong Kong and any other jurisdiction where we operate in the future experience higher rates of inflation in the future. 95
Although we have not been affected by inflation in the past, we may be affected if Hong Kong and any other jurisdiction where we operate in the future experience higher rates of inflation in the future. 94
Investing activities Net cash used in investing activities in year ended March 31, 2024 was US$1.3 million, which was comprised of purchase of property and equipment of US$6,063, investments of US$1.7 million in three privately held companies, investment of US$0.5 million to acquire Top 500, and disbursed loans of US$4.0 million to customers which was a new business launched in the year of 2024, partially net off against collection of promissory notes of US$5.0 million.
Investing activities Net cash used in investing activities in year ended March 31, 2025 was US$9.4 million, which was comprised of investments of US$2.4 million in three privately held companies and disbursed loans of US$7.0 million to customers which was a new business launched in the year of 2024. 90 Net cash used in investing activities in year ended March 31, 2024 was US$1.3 million, which was comprised of purchase of property and equipment of US$6,063, investments of US$1.7 million in three privately held companies, investment of US$0.5 million to acquire Top 500, and disbursed loans of US$4.0 million to customers which was a new business launched in the year of 2024, partially net off against collection of promissory notes of US$5.0 million.
Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balances as of March 31, 2024 and 2023 kept stable at US$10.3 million and US$3.5 million, respectively. 5.B. Liquidity and Capital Resources .
Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balances as of March 31, 2025 and 2024 kept stable at US$11.0 million and US$10.3 million, respectively. 5.B. Liquidity and Capital Resources .
In the year ended March 31, 2023, we had 24 revenue-generating accounts in total, including 12 accounts for futures trading, 12 accounts for securities trading, and 10 accounts for trading solution services.
In the year ended March 31, 2023, we had 34 revenue-generating accounts in total, including 12 accounts for futures trading, 12 accounts for securities trading, and 10 accounts for trading solution services.
According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index was an increase of 2.0%, 1.7% and 1.7% for fiscal years ended March 31, 2024, 2023 and 2022, respectively.
According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index was an increase of 1.4%, 2.0% and 1.7% for fiscal years ended March 31, 2025, 2024 and 2023, respectively.
For the years ended March 31, 2024, 2023 and 2022, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime.
For the years ended March 31, 2025, 2024 and 2023, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime.
Most of our customers are professional customers seeking for quality trading platforms to execute their orders timely and accurately rather than cost saving.
Rather than prioritizing cost saving, most of our customers are professional customers seeking quality trading platforms to execute their orders timely and accurately.
Commission expenses accounted for 28.9%, 29.1% and 34.9% of our revenues for the years ended March 31, 2024, 2023 and 2022, respectively. Compensation and benefits Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors.
Commission expenses accounted for 40.1%, 28.9% and 29.1% of our revenues for the years ended March 31, 2025, 2024 and 2023, respectively. Compensation and benefits Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors.
We have established two subsidiaries in Singapore during the year of 2023 and planned to expand to Southeast Asia as the first step in achieving the final goal of becoming the preferred online trading platforms for Asian investors worldwide, including the United States.
We established two subsidiaries in Singapore during 2022 and planned to expand to Southeast Asia as the first step in achieving the final goal of becoming the preferred online trading platforms for Asian investors worldwide, including in the United States.
Net cash used in operating activities in the year ended March 31, 2023 was US$2.2 million, as compared to the net profit of US$3.4 million.
Net cash used in operating activities in the year ended March 31, 2023 was US$6.0 million, as compared to the net profit of US$3.4 million.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 92 5.C. Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Company – D.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 5.C. Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Company – D. Property, Plant and Equipment – Intellectual Property.” 5.D.
Net cash provided by financing activities in the year ended March 31, 2023 was US$22.5 million, which was provided by net proceeds of US$22.7 million raised in IPO, partially offset by payments of US$0.2 million to cancel warrants with the underwriter. No cash flows resulted from financing activities in the year ended March 31, 2022.
Net cash provided by financing activities in the year ended March 31, 2023 was US$22.5 million, which was provided by net proceeds of US$22.7 million raised in IPO, partially offset by payments of US$0.2 million to cancel warrants with the underwriter.
Communications and technology expenses accounted for 9.0%, 8.0% and 5.5% of our revenues for the years ended March 31, 2024, 2023 and 2022, respectively. Occupancy Occupancy expenses are the rental expenses we paid for our office premises, which accounted for around 1.7%, 1.3% and 1.7% of our revenues for the years ended March 31, 2024, 2023 and 2022, respectively.
Communications and technology expenses accounted for 19.4%, 9.0% and 8.0% of our revenues for the years ended March 31, 2025, 2024 and 2023, respectively. Occupancy Occupancy expenses are the rental expenses we paid for our office premises, which accounted for around 3.9%, 1.7% and 1.3% of our revenues for the years ended March 31, 2025, 2024 and 2023, respectively.
Trading solution services fees accounted for 34.0%, 45.3% and 42.3%, respectively, of total revenues during the year ended March 31, 2024, 2023 and 2022. Trading gains from OTC derivative business In November, 2023, we launched OTC derivative business. We subscribed for 50% of the structured note portfolio.
Trading solution services fees accounted for 24.2%, 34.0% and 45.3%, respectively, of total revenues during the year ended March 31, 2025, 2024 and 2023. 79 Trading gains from OTC derivative business In November 2023, we launched OTC derivative business. We subscribed for 50% of the structured note portfolio.
Other service revenues – Other service revenues were stable at US$0.3 million and US$0.3 million in the years ended March 31, 2023 and 2022, respectively. Trading gains – Trading gains were firstly recognized as proprietary trading business started in March 2020.
Other service revenues – Other service revenues were stable at US$0.2 million and US$0.3 million in the years ended March 31, 2025 and 2024, respectively. Trading gains – Trading gains were firstly recognized as proprietary trading business started in March 2020.
Our receivables from broker-dealers and clearing organizations increased by 24.6% from US$3.2 million as of March 31, 2023 to US$4.0 million as of March 31, 2024, mainly due to such daily fluctuations. Securities owned, at fair value Securities owned, at fair value, mainly represented investments in both US stocks, all of which are on S&P500 index, and in HK stocks.
Our receivables from broker-dealers and clearing organizations increased by 200% from US$4.0 million as of March 31, 2024 to US$12.0 million as of March 31, 2025, mainly due to such daily fluctuations. Securities owned, at fair value Securities owned, at fair value, mainly represented investments in both US stocks, all of which are on S&P500 index, and in HK stocks.
Trading gains (losses) – Trading gains/losses were firstly recognized as proprietary trading business started in March 2020. The Company had trading gains of US$0.2 million in the year ended March 31, 2023 as compared to trading losses of US$0.8 million in the year ended March 31, 2022, which was mainly driven by the market condition of the US stock market.
Trading gains – Trading gains were firstly recognized as proprietary trading business started in March 2020. We had trading gains of US$0.1 million in the year ended March 31, 2024 as compared to trading gains of US$0.2 million in the year ended March 31, 2023, which was mainly driven by the market condition of the US stock market.
We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. We recognize the trading solution services as satisfied over the time.
We identify a single performance obligation from the contracts with customers. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. We recognize the trading solution services as satisfied over the time.
Our total registered customer number increased from 292 as of March 31, 2022 to 296 as of March 31, 2023, and further increased to 329 as of March 31, 2024.
Our total registered customer number increased from 296 as of March 31, 2023 to 329 as of March 31, 2024, and further increased to 355 as of March 31, 2025.
Our ability to serve more consolidated accounts, depends on, among other things, our ability to support all aspects of customer verification, record keeping and compliance functions using our technology and human resources.
We intend to invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts. Our ability to serve more consolidated accounts depends on, among other things, our ability to support all aspects of customer verification, record keeping and compliance functions using our technology and human resources.
As of March 31, 2024, we had US$38.7 million in cash, cash equivalents and restricted cash, out of which US$18.2 million was held in U.S. dollars and the rest was held in Hong Kong dollars and other currencies. Our cash, cash equivalents and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.
As of March 31, 2025, we had US$15.2 million in cash, cash equivalents and restricted cash, out of which US$10.5 million was held in U.S. dollars and the rest was held in Hong Kong dollars and other currencies. Our cash, cash equivalents and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.
According to the agreements among the holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, we are entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated, and (2) US common stocks, which are included in Securities owned, at fair value.
According to the agreements among the holders of structured notes, (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, we are entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated.
We had trading gains of US$0.1 million in the year ended March 31, 2024 as compared to trading gains of US$0.2 million in the year ended March 31, 2023, which was mainly driven by the market condition of the US stock market.
We had trading losses of US$1.4 million for the year ended March 31, 2025 as compared to trading gains of US$0.1 million in the year ended March 31, 2024, which was mainly driven by the fluctuating market condition of the US stock market.
(ii) Loans receivable of $4,146,564 arose from loan business. For the year ended March 31, 2024, the Company launched loan business, which was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance The Company disbursed loans to customers for a fixed period and charged interests from the customers.
(ii) Loans receivable arose from loan business, which was approved by Hong Kong Licensing Court under the Money Lenders Ordinance and was launched during the year ended March 31, 2024. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans.
For the year ended March 31, 2024 and 2023, the Company generated revenues of US$2.7 million and US$4.4 million, respectively, from provision of trading solution services to 9 and 10 customers. 84 Trading gains from OTC derivatives business – We launched OTC derivative business in the year ended March 31, 2024.
For the year ended March 31, 2025 and 2024, the Company generated revenues of US$0.8 million and US$2.7 million, respectively, from provision of trading solution services to 6 and 9 customers. 83 Trading gains from OTC derivatives business – We launched OTC derivative business in the year ended March 31, 2024.
On June 3, 2022, the Company completed its initial public offering on the National Association of Securities Dealers Automated Quotations (“NASDAQ”). In this offering, 5,000,000 ordinary shares were issued at a price of $5.00 per share.
On June 3, 2022, the Company completed its initial public offering on the National Association of Securities Dealers Automated Quotations (“NASDAQ”). In this offering, 5,000,000 ordinary shares were issued at a price of $5.00 per share. The gross proceeds received from the initial public offering totaled US$ 25.0 million.
Provision for income taxes consists of taxes currently due plus deferred taxes. The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The charge for taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, and offering services such as asset management, and CFD products.
We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, and by offering services such as asset management, trust services, investor relations and marketing services, corporation and fund consultancy and contract for difference (“CFD”) products.
We recognized trading gains of US$0.1 million from distribution of dividends from the structured note portfolio. Interest income from loan business – We launched loan business in the year ended March 31, 2024. We recognized interest income from loan business, using straight-line method. For the year ended March 31, 2024, we recognized interest income of $0.2 million from loan business.
Trading gains from OTC derivatives business – We launched OTC derivative business in the year ended March 31, 2024. We recognized trading gains of US$0.1 million from distribution of dividends from the structured note portfolio. Interest income from loan business – We launched loan business in the year ended March 31, 2024.
Net cash provided by operating activities in the year ended March 31, 2022 was US$1.6 million, as compared to the net profit of US$3.5 million.
Net cash provided by operating activities in the year ended March 31, 2024 was US$17.9 million, as compared to the net profit of US$1.1 million.
The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: For the Years Ended March 31, 2024 2023 2022 US$ % US$ % US$ % Revenues: Futures brokerage commissions 3,392,853 42.2 4,312,075 44.6 4,287,038 54.9 Trading solution services fees 2,728,732 34.0 4,396,207 45.3 3,309,288 42.3 Trading gains from OTC derivative business 118,974 1.5 - 0.0 - 0.0 Interest income from loan business 236,556 2.9 - 0.0 - 0.0 Structured note subscription fees - 0.0 - 0.0 734,317 9.4 Other service revenues 278,883 3.5 294,083 3.0 280,677 3.6 Trading gains (losses) 121,964 1.5 193,926 2.0 (794,460 ) (10.2 ) Interest income and others 1,159,143 14.4 499,111 5.1 3,535 0.0 Total revenues 8,037,105 100.0 9,695,402 100.0 7,820,395 100.0 Futures brokerage commissions Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers.
The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: For the Years Ended March 31, 2025 2024 2023 US$ % US$ % US$ % Futures brokerage commissions 1,830,241 55.0 3,392,853 42.2 4,312,075 44.6 Trading solution services fees 805,833 24.2 2,728,732 34.0 4,396,207 45.3 Trading gains from OTC derivative business 145,579 4.4 118,974 1.5 - 0.0 Interest income from loan business 832,724 25.0 236,556 2.9 - 0.0 Other service revenues 231,356 6.9 278,883 3.5 294,083 3.0 Trading gains (losses) (1,419,741 ) (42.6 ) 121,964 1.5 193,926 2.0 Interest income and others 903,264 27.1 1,159,143 14.4 499,111 5.1 Total revenues 3,329,256 100.0 8,037,105 100.0 9,695,402 100.0 Futures brokerage commissions Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers.
The following table sets forth a summary of the key requirements under the HK Financial Resources Rules that are applicable to ZYSL and ZYCL: Company Type of regulated activities governed by the HKSFC Minimum amount of paid-up capital Required liquid capital ZYSL Type 1 and 2 $ 1,273,900 $ 383,342 or (i) ZYCL Type 4, 5 and 9 $ 636,950 $ 383,342 or (i) (i) for company licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital, which means 5% of the aggregate of (a) its adjusted liabilities, (b) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (c) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements.
The following table sets forth a summary of the key requirements under the HK Financial Resources Rules that are applicable to ZYSL and ZYCL: Company Type of regulated activities governed by the HKSFC Minimum amount of paid-up capital Required liquid capital ZYSL Type 1 and 2 $ 5,321,000 $ 385,609 or (i) ZYCL Type 4, 5 and 9 $ 642,700 $ 385,609 or (i) (i) for company licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital, which means 5% of the aggregate of (a) its adjusted liabilities, (b) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (c) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements. 89 As of March 31, 2025 and 2024, all of our operating subsidiaries were in compliance with their respective regulatory capital requirements.
Payables to customers Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers.
As of March 31, 2025 and 2024, we had outstanding payables of US$nil and US$6.1 million due to holders of structured notes, respectively. 88 Payables to customers Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers.
In the year ended March 31, 2024, we had 51 revenue-generating accounts in total, including 15 accounts for futures trading, 27 accounts for securities trading and 9 accounts for trading solution services. Our top five customers accounted for 36%, 42% and 22% of our total revenues for the years ended March 31, 2024, 2023 and 2022, respectively.
In the year ended March 31, 2025, we had 52 revenue-generating accounts in total, including 20 accounts for futures trading, 26 accounts for securities trading and 6 accounts for trading solution services. Our top five customers accounted for 49%, 36% and 42% of our total revenues for the years ended March 31, 2025, 2024 and 2023, respectively.
The trading gains (losses) mainly consist of realized and unrealized gains and losses from investment in US stocks, which are included in Securities owned, at fair value. Trading gains make up for 1.5%, 2.0% and negative 10.2% of total revenues for the year ended March 31, 2024, 2023 and 2022.
The trading gains (losses) mainly consist of realized and unrealized gains and losses from investment in US stocks, which are included in Securities owned, at fair value. Trading loss make up for negative 42.6% of total revenues for the year ended March 31, 2025.
Top 500 is subject to a reduced rate of 25% as a “small or medium business” company. 83 Results of Operations Year ended March 31, 2024 compared with year ended March 31, 2023 The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2024 and 2023 as indicated, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
Top 500 is subject to a reduced rate of 25% as a “small or medium business” company. 82 Results of Operations Year ended March 31, 2025 compared with year ended March 31, 2024 The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2025 and 2024 as indicated.
According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers. The principal and interest are repayable upon the maturity of the loans.
Since September 5, 2023, Winrich has engaged in the money lending business. According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers.
The decrease was mainly driven by a decrease of US$0.9 million in futures brokerage service revenues, a decrease of US$1.7 million in trading solution services, net off against an increase of US$0.1 million in trading gains from OTC derivative business, an increase of US$0.1 million in interest income from loan business, and an increase of US$0.7 million in interest income and others.
The decrease was mainly driven by a decrease of US$0.9 million in futures brokerage service revenues, a decrease of US$1.7 million in trading solution services, net off against an increase of US$0.1 million in trading gains from OTC derivative business, an increase of US$0.1 million in interest income from loan business, and an increase of US$0.7 million in interest income and others. 85 Futures brokerage commissions – Futures brokerage commissions decreased by US$0.9 million, or 21.3% from US$4.3 million for the year ended March 31, 2023 to US$3.4 million for the year ended March 31, 2024.
For the years ended March 31, 2024, 2023 and 2022, other service revenues accounted for 3.5%, 3.0% and 3.6% of total revenues, respectively. Revenues generated from margin financing accounted for 3.3% of total revenues during the fiscal years ended March 31, 2024. The margin financing services did not generate any revenue for the years ended March 31, 2023 and 2022.
For the years ended March 31, 2025, 2024 and 2023, other service revenues accounted for 6.9%, 3.5% and 3.0% of total revenues, respectively. Revenues generated from margin financing accounted for 4.7%, 3.3% and 0% of total revenues during the fiscal years ended March 31, 2025, 2024 and 2023, respectively.
Our revenues were US$8.0 million, US$9.7 million and US$7.8 million for the years ended March 31, 2024, 2023 and 2022, respectively. We, through our Operating Subsidiaries, generated net income of US$1.1 million, US$3.4 million and US$3.5 million for the years ended March 31, 2024, 2023 and 2022, respectively.
We, through our Operating Subsidiaries, generated net income of US$1.1 million and US$3.4 million for the years ended March 31, 2024 and 2023, respectively. However, we, through our Operating Subsidiaries, generated net loss of US$6.0 million for the years ended March 31, 2025.
In the year ended March 31, 2022, we had 74 revenue-generating accounts in total, including 16 accounts for futures trading, 15 accounts for securities trading, 34 accounts for structured notes subscriber services and 9 accounts for trading solution services.
In the year ended March 31, 2024, we had 51 revenue-generating accounts in total, including 15 accounts for futures trading, 27 accounts for securities trading and 9 accounts for trading solution services.
Income tax expenses We account for income taxes in accordance with the U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities.
Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred taxes.
The stable futures brokerage commission was caused by an increase in futures contract volume on our platform from 2.64 million for the year ended March 31, 2022 to 2.97 million for the year ended March 31, 2023, partially net off against the decrease in average commission rate over trading volumes from US$1.62 in the year ended March 31, 2022 to US$1.46 for the same period of 2023.
The decrease in futures brokerage commission was caused by a decrease in futures contract volume on our platform from 2.27 million for the year ended March 31, 2024 to 1.11 million for the year ended March 31, 2025, despite an increase in average commission rate over trading volumes from US$1.50 for the year ended March 31, 2024 to US$ 1.64 for the same period of 2025.
We recognized interest income using straight-line method over loan period. Key Components of Results of Operations Revenues Our revenues consist of commissions, trading solution services and other service revenues, trading gains, interest income and others.
Key Components of Results of Operations Revenues Our revenues consist of commissions, trading solution services and other service revenues, trading gains, interest income and others.
Futures brokerage commissions – Futures brokerage commissions decreased by US$0.9 million, or 21.3% from US$4.3 million for the year ended March 31, 2023 to US$3.4 million for the year ended March 31, 2024.
Futures brokerage commissions – Futures brokerage commissions decreased by US$1.6 million, or 46.1% from US$3.4 million for the year ended March 31, 2024 to US$1.8 million for the year ended March 31, 2025.
Compensation and benefits expenses accounted for 16.9%, 10.4% and 7.2% of our revenues for the years ended March 31, 2024, 2023 and 2022, respectively. 82 Communications and technology Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services.
Communications and technology Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services.
The increase in professional fees was primarily more professional expenses, such as legal expenses and consulting expenses, was expensed for the year ended March 31, 2024 because these expenses were capitalized before the closing of IPO in June 2022.
The increase in professional fees was primarily more professional expenses, such as legal expenses and consulting expenses, was expensed for the year ended March 31, 2024 because these expenses were capitalized before the closing of IPO in June 2022. 86 Income before income taxes We had an income before income taxes of US$1.0 million and US$3.4 million in the years ended March 31, 2024 and 2023, respectively.
We provide a variety of functions suitable for front-end transaction executions and back-office settlement operations. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee.
We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee.
The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.
The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.
For the year ended March 31, 2024, the Company provided expected credit loss of $11,242 against the receivables due from these customers because the fair value of the stocks were below the receivables due from the customers. As of the date of this report, US$0.48 million, or 21% of the receivable were repaid by the customers.
For the year ended March 31, 2025 and 2024, the Company provided expected credit loss of US$0.2 million and US$11,240 against the receivables due from these customers because the fair value of the stocks were below the receivables due from the customers.
We expect our operating cost and expenses to continue to increase as we provide more innovative and effective products and services. 78 Contract for Difference (“CFD”) We are preparing the launch of CFD products and services in the year of 2025 We expect to generate CFD trading revenues from (i) commissions, (ii) bid/offer spreads, (iii) difference in interest rates.
Contract for Difference (“CFD”) We are preparing the launch of CFD products and services in the year of 2025. We expect to generate CFD trading revenues from (i) commissions, (ii) bid/offer spreads, (iii) difference in interest rates. In particular, we plan to: i). charge commissions for all CFD transactions.
Our ability to maintain and attract new customers principally depends on the quality of our products and services as well as our brand equity.
Our ability to maintain and attract new customers principally depends on the quality of our products and services as well as our brand equity. We expect our operating cost and expenses to continue to increase as we provide more innovative and effective products and services.
The payables to holders of structured note represent outstanding payables due to the holders of structured notes, which was calculated by the principal amount plus gains or minus losses arising from the investments in OTC derivatives business. As of March 31, 2024, we had outstanding payables of US$6.1 million due to holders of structured notes.
The payables to holders of structured note represent outstanding payables due to the holders of structured notes, which was calculated by the principal amount plus gains or minus losses arising from the investments in OTC derivatives business. The Company terminated investments in OTC derivative business and settled the outstanding payables to holders of structure notes.
As compared with the balance as of March 31, 2023, the receivables due from trading solution services decreased by 7% to US$3.5 million as of March 31, 2024. The decrease in the balance as of March 31, 2024 was due to the decrease in revenues from trading solution services during the year ended March 31, 2024.
As compared with the balance as of March 31, 2024, the receivables due from trading solution services decreased by 86% to US$0.5 million as of March 31, 2025.
During the year ended March 31, 2023, the interest income was comprised of interest income of $0.2 million charged on loans made to a third party, interest income of $0.3 million charged on our clients who traded US stocks, and interests earned on bank deposits.
Trading gains make up for 1.5% and 2.0% of total revenues for the year ended March 31, 2024 and 2023. Interest income and others During the year ended March 31, 2025, the interest income was comprised of interest income of $0.3 million charged on our clients who traded US stocks, and interests earned on bank deposits.
Discussion of Certain Balance Sheet Items The following table sets forth selected information from our consolidated balance sheets as of March 31, 2024 and 2023. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.
Year ended March 31, 2024 compared with year ended March 31, 2023 The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2024 and 2023 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.
Expenses The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated: For the Years Ended March 31, 2024 2023 2022 US$ % US$ % US$ % Expenses: Commission expenses 2,324,277 28.9 2,818,124 29.1 2,728,389 34.9 Compensation and benefits 1,361,327 16.9 1,010,460 10.4 562,297 7.2 Communications and technology 719,579 9.0 775,464 8.0 428,445 5.5 Occupancy 133,304 1.7 124,792 1.3 129,064 1.7 Travel and business development 120,114 1.5 188,963 1.9 53,337 0.7 Professional fees 1,825,913 22.7 1,207,552 12.5 271,477 3.5 Allowance for expected credit loss 170,643 2.1 - 0.0 - 0.0 Other administrative expenses 394,101 4.9 140,784 1.5 67,434 0.9 Total expenses 7,049,258 87.7 6,266,139 64.7 4,240,443 54.4 Commission expenses Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners.
During the year ended March 31, 2023, the interest income was comprised of interest income of $0.2 million charged on loans made to a third party, interest income of $0.3 million charged on our clients who traded US stocks, and interests earned on bank deposits. 80 Expenses The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated: For the Years Ended March 31, 2025 2024 2023 US$ % US$ % US$ % Commission expenses 1,336,262 40.1 2,324,277 28.9 2,818,124 29.1 Compensation and benefits 1,746,767 52.5 1,361,327 16.9 1,010,460 10.4 Communications and technology 644,656 19.4 719,579 9.0 775,464 8.0 Occupancy 130,734 3.9 133,304 1.7 124,792 1.3 Travel and business development 57,105 1.7 120,114 1.5 188,963 1.9 Professional fees 586,959 17.6 1,825,913 22.7 1,207,552 12.5 Allowance for expected credit loss 2,679,859 85.3 170,643 2.1 - 0.0 Impairment of long-term investment 256,420 7.7 - 0.0 - 0.0 Other administrative expenses 1,713,738 46.7 394,101 4.9 140,784 1.5 Total expenses 9,152,500 274.9 7,049,258 87.7 6,266,139 64.7 Commission expenses Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners.
Futures brokerage commissions We earn fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information is not disclosed to the third party brokers.
We have no material incremental costs of obtaining contracts with customers that we expect the benefit of those costs to be longer than one year, which need to be recognized as assets. 92 Futures brokerage commissions We earn fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information is not disclosed to the third party brokers.
Income before income taxes We had an income before income taxes of US$1.0 million and US$3.4 million in the years ended March 31, 2024 and 2023, respectively. Our operating margin was 12.3% and 35.4% in the year ended March 31, 2024 and 2023, respectively.
Our operating margin was 12.3% and 35.4% in the year ended March 31, 2024 and 2023, respectively.
We also expect cash segregated for regulatory purposes and payables due to customers on our balance sheet to increase significantly as a result of such growth. We intend to invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts.
With the continuous improvement of our technological infrastructure and compliance capabilities, we are able to serve more consolidated accounts. We also expect cash segregated for regulatory purposes and payables due to customers on our balance sheet to increase significantly as a result of such growth.
Net cash used in investing activities in year ended March 31, 2022 was US$0.4 million, which was fully spent on the purchase of investment properties in Cambodia. Financing activities Net cash provided by financing activities in the year ended March 31, 2024 was US$4.4 million, which was provided by net proceeds of US$4.4 million raised in a registered direct offering.
Financing activities We did not report cash flow provided by or used in financing activities for the year ended March 31, 2025. Net cash provided by financing activities in the year ended March 31, 2024 was US$4.4 million, which was provided by net proceeds of US$4.4 million raised in a registered direct offering.
The increase was mainly because of our promotion in the new service in the year of 2023, leading to an increase in customer base. For the year ended March 31, 2023 and 2022, the Company generated revenues of US$4.4 million and US$3.3 million, respectively, from provision of trading solution services to 10 and 9 customers.
The decrease was mainly because of decreased service requirement from our customers due to underperforming condition in Hong Kong stock market. For the year ended March 31, 2024 and 2023, the Company generated revenues of US$2.7 million and US$4.4 million, respectively, from provision of trading solution services to 9 and 10 customers.
The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application. We identify a single performance obligation from the contracts with customers.
We implement the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customer, which provides no incremental benefit to customer beyond permitting the access and use the hosted application.
As of March 31, 2024 2023 Assets Cash and cash equivalents $ 25,919,945 $ 15,966,421 Restricted cash 12,777,148 1,879,472 Loans receivable 4,654,635 8,855,220 Receivables from broker-dealers and clearing organizations 4,002,982 3,212,777 Receivables from customers 3,510,142 3,773,982 Receivables from customers – a related party 1,548,088 1,523,259 Securities owned, at fair value 946,619 2,741,178 Fixed assets, net 458,503 482,130 Intangible asset, net 63,890 63,695 Right of use assets 59,689 156,656 Long-term investments 2,004,204 256,420 Deposit for long-term investment - 200,000 Available-for-sale investment 991,862 1,000,000 Income tax recoverable 78,111 14,386 Other assets 627,025 158,300 Total assets $ 57,642,843 $ 40,283,896 Liabilities and shareholders’ equity Payable to customers $ 10,256,270 $ 3,500,690 Payable to holders of structured notes 6,139,170 - Payable to customers – related parties - 43,127 Accrued expenses and other liabilities 651,663 688,617 Lease liabilities 64,826 150,139 Total liabilities $ 17,111,938 $ 4,332,573 88 Cash, cash equivalents and restricted cash Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
As of March 31, 2025 2024 Assets Cash and cash equivalents $ 12,227,380 $ 25,919,945 Restricted cash 2,947,556 12,777,148 Receivables from broker-dealers and clearing organizations 12,023,559 4,002,982 Receivables from customers 496,823 3,510,142 Loans receivable, net 12,306,331 4,654,635 Loan receivable due from a related party, net - 1,548,088 Securities owned, at fair value 531,189 946,619 Foreign currency forward contracts - 468,919 Fixed assets, net 434,024 458,503 Intangible assets, net 64,268 63,890 Right-of-use assets 269,664 59,689 Long-term investments 3,647,784 2,004,204 Deposit for long-term investment 500,000 - Available-for-sale investments 968,398 991,862 Income tax recoverable - 78,111 Other assets 382,782 158,106 Total assets $ 46,799,758 $ 57,642,843 Liabilities and shareholders’ equity Payable to customers $ 10,977,549 $ 10,256,270 Payable to holders of structured notes - 6,139,179 Income tax payable 67,775 - Accrued expenses and other liabilities 598,264 651,663 Lease liabilities 270,866 64,826 Total liabilities 11,914,454 17,111,938 Cash, cash equivalents and restricted cash Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
We create value for our customers by providing reliable trading platforms, user-friendly web and app interface, and 24-hour seamless customer support. Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract, and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee.
Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee. Currently our customers are mainly high volume and frequency trading institutional and individual investors.
For the year ended March 31, 2024, we recognized trading gains from OTC derivatives business of USD$0.1 million, accounting for 1.5% of total revenues. Interest income from loan business For the year ended March 31, 2024, we launched the loan business to third party customers. The business was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance.
Interest income from loan business For the year ended March 31, 2024, we launched the loan business to third party customers. The business was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers.
The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
As of March 31, 2024 and 2023, all of our operating subsidiaries were in compliance with their respective regulatory capital requirements. 91 Cash Flows For the Years Ended March 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ 17,875,444 $ (6,031,451 ) $ 1,584,921 Net cash used in investing activities (1,280,863 ) (6,542,863 ) (413,890 ) Net cash provided by financing activities 4,389,992 22,500,871 - Net increase in cash, cash equivalents and restricted cash 20,851,200 9,889,134 1,171,031 Effect of exchange rates on cash, cash equivalents and restricted cash (17,049 ) (37,423 ) (49,748 ) Cash, cash equivalents and restricted cash, beginning of year 17,845,893 7,956,759 6,835,476 Cash, cash equivalents and restricted cash, end of year $ 38,697,093 $ 17,845,893 $ 7,956,759 Operating activities Net cash provided by operating activities in the year ended March 31, 2024 was US$17.9 million, as compared to the net profit of US$1.1 million.
Cash Flows For the Years Ended March 31, 2025 2024 2023 Net cash (used in) provided by operating activities $ (14,471,221 ) $ 17,758,444 $ (6,031,451 ) Net cash used in investing activities (9,361,665 ) (1,280,187 ) (6,542,863 ) Net cash provided by financing activities - 4,389,992 22,500,871 Net change in cash, cash equivalents and restricted cash (23,832,886 ) 20,868,249 9,926,557 Effect of exchange rates on cash, cash equivalents and restricted cash 310,729 (17,049 ) (37,423 ) Cash, cash equivalents and restricted cash, beginning of year 38,697,093 17,845,893 7,956,759 Cash, cash equivalents and restricted cash, end of year $ 15,174,936 $ 38,697,093 $ 17,845,893 Operating activities Net cash used in operating activities in the year ended March 31, 2025 was US$14.5 million, as compared to the net loss of US$6.0 million.

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

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He graduated from East China Normal University with a postgraduate qualification in International Finance and Chinese Securities Investment in 2004. Mr. Ng is currently a director and executive manager of Lucky Leader Gold Trader Limited. He was the chairperson of Hong Kong Precious Metals Traders Association from 2017 to 2018.
He graduated from East China Normal University with a postgraduate qualification in International Finance and Chinese Securities Investment in 2004. Mr. Ng is currently a director and executive manager of Lucky Leader Gold Trader Limited. He was the chairperson of Hong Kong Precious Metals Traders Association from 2017 to 2018. Mr.
(2) Zhong Yang Holdings (BVI) Limited is a company incorporated in the British Virgin Islands. Junli Yang owns 82.3% of the equity interest in Zhong Yang Holdings (BVI) Limited. Yung Yung Lo holds 6.06% of the equity interest in Zhong Yang Holdings (BVI) Limited. Ji An holds 8.68% of the equity interest in Zhong Yang Holdings (BVI) Limited.
Junli Yang. (2) Zhong Yang Holdings (BVI) Limited is a company incorporated in the British Virgin Islands. Junli Yang owns 82.3% of the equity interest in Zhong Yang Holdings (BVI) Limited. Yung Yung Lo holds 6.06% of the equity interest in Zhong Yang Holdings (BVI) Limited. Ji An holds 8.68% of the equity interest in Zhong Yang Holdings (BVI) Limited.
A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. 100 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
A shareholder may in certain limited exceptional circumstances 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.
Compensation of Directors and Executive Officers For the fiscal year ended March 31, 2024, we paid an aggregate of HK$3,997,885 (US$510,938) as compensation to our directors and executive officers as well as an aggregate of HK$50,770 (US$6,489) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.
Compensation of Directors and Executive Officers For the fiscal year ended March 31, 2025, we paid an aggregate of HK$3,997,885 (US$510,938) as compensation to our directors and executive officers as well as an aggregate of HK$50,770 (US$6,489) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.
The compensation committee will be responsible for, among other things: ● reviewing the total compensation package for our executive officers and making recommendations to the board; ● reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and ● periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. 99 Nominating and Corporate Governance Committee.
The compensation committee will be responsible for, among other things: ● reviewing the total compensation package for our executive officers and making recommendations to the board; ● reviewing the compensation of our non-employee directors and making recommendations to the board with respect to it; and ● periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans. 98 Nominating and Corporate Governance Committee.
Tam received a Bachelor of Business Administration and a Higher Diploma in Business Studies from the Open University of Hong Kong in 2003 and 2001 respectively. 96 Junli Yang has served as a director and as our chairwoman since August 1, 2019. She is the founder of the Company and has extensive experience in various management capacities.
Tam received a Bachelor of Business Administration and a Higher Diploma in Business Studies from the Open University of Hong Kong in 2003 and 2001 respectively. 95 Junli Yang has served as a director and as our chairwoman since August 1, 2019. She is the founder of the Company and has extensive experience in various management capacities.
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 date of this annual report by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our Ordinary Shares on an as-converted basis.
Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Class A Ordinary Shares as of the date of this annual report by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our Class A Ordinary Shares on an as-converted basis.
Each director is not subject to a term of office and holds office until such time as his successor takes office or until the earlier of his death, resignation or removal from office by ordinary resolution or the affirmative vote of a simple majority of the other directors present and voting at a board meeting.
Each director is not subject to a term of office and holds office until such time as his successor takes office or until the earlier of his death, resignation or removal from office by ordinary resolution or the affirmative vote of a simple majority of the other directors present and voting at a board meeting. 6.D.
Jennifer Hoi Ling Tam has served as our Chief Operating Officer since February 1, 2021. She has more than 12 years of marketing and operations experience in the financial service industry. Ms. Tam has been acting as the operation and settlement manager of ZYSL since May 2017.
Jennifer Hoi Ling Tam has served as our Chief Operating Officer since February 1, 2021. She has more than 15 years of marketing and operations experience in the financial service industry. Ms. Tam has been acting as the operation and settlement manager of ZYSL since May 2017.
There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment. 98 Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors, and an investment committee under the management.
There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment. 97 Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors, and an investment committee under the management.
Jian Li, and Hong Chen each owns less than 2% of the equity interest in Zhong Yang Holdings (BVI) Limited. Junli Yang is the sole director of Zhong Yang Holdings (BVI) Limited and has the power to direct the voting and disposition of the Ordinary Shares held by Zhong Yang Holdings (BVI) Limited.
Jian Li, and Hong Chen each owns less than 2% of the equity interest in Zhong Yang Holdings (BVI) Limited. Junli Yang is the sole director of Zhong Yang Holdings (BVI) Limited and has the power to direct the voting and disposition of the Class A Ordinary Shares held by Zhong Yang Holdings (BVI) Limited.
None of our employees are represented by labor unions. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes. 101 6.E.
None of our employees are represented by labor unions. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes. 99 6.E.
Employees We had 11 employees as of March 31, 2024. We enter into individual employment contracts with selected employees to cover matters including non-competition and confidentiality arrangements. We generally formulate our employees’ remuneration package to include salary and benefits. We provide our employees with social security benefits in accordance with all applicable regulations and internal policies.
Employees We had 18 employees as of March 31, 2025. We enter into individual employment contracts with selected employees to cover matters including non-competition and confidentiality arrangements. We generally formulate our employees’ remuneration package to include salary and benefits. We provide our employees with social security benefits in accordance with all applicable regulations and internal policies.
Directors and Senior Management The following table provides information regarding our executive officers and directors as of the date hereof: Name Age Position(s) Ka Fai Yuen 50 Chief Executive Officer and Director Yung Yung Lo 42 Chief Financial Officer Jennifer Hoi Ling Tam 47 Chief Operating Officer Junli Yang 46 Director (Chairwoman) Anthony S.
Directors and Senior Management The following table provides information regarding our executive officers and directors as of the date hereof: Name Age Position(s) Ka Fai Yuen 51 Chief Executive Officer and Director Yung Yung Lo 43 Chief Financial Officer Jennifer Hoi Ling Tam 48 Chief Operating Officer Junli Yang 47 Director (Chairwoman) Anthony S.
Chan 60 Independent Director Mau Chung Ng 66 Independent Director Mei Cai 44 Independent Director Ka Fai Yuen has served as our chief executive officer and as a director since February 1, 2021. Mr. Yuen has more than 20 years of experience in the financial services industry.
Chan 61 Independent Director Mau Chung Ng 67 Independent Director Mei Cai 45 Independent Director Ka Fai Yuen has served as our chief executive officer and as a director since February 1, 2021. Mr. Yuen has more than 20 years of experience in the financial services industry.
Chan served as the CFO of SPI Energy Co. Ltd. (Nasdaq: SPI). From October 2017 to March 2019, Mr. Chan served as the CFO of Helo Corp. (OTC: HLOC). From September 2013 to November 2015, Mr. Chan served as Executive Vice President, Director and Acting CFO of Sino-Global Shipping America, Ltd. Mr.
Chan served as the CFO of Helo Corp. (OTC: HLOC). From September 2013 to November 2015, Mr. Chan served as Executive Vice President, Director and Acting CFO of Sino-Global Shipping America, Ltd. In addition, Mr.
Chan served as the Chief Operating Officer of Alset Inc. (Nasdaq: AEI). In addition Mr. Chan has served as President and Co-founder of CA Global Consulting Inc. since 2014 and as Director of Assurance and Advisory Services of Wei, Wei & Co., LLP, a PCAOB-registered public accounting firm, since February 2020. From July 2019 to January 2020, Mr.
Chan has served as President and Co-founder of CA Global Consulting Inc. since 2014 and as Director of Assurance and Advisory Services of Wei, Wei & Co., LLP, a PCAOB-registered public accounting firm in New York, since February 2020. From November 2021 to November 2024, Mr.
For the fiscal year ended March 31, 2023, we paid an aggregate of HK$2,646,072 (US$339,253) as compensation to our directors and executive officers as well as an aggregate of HK$49,910 (US$6,399) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.
For the fiscal year ended March 31, 2023, we paid an aggregate of HK$2,646,072 (US$339,253) as compensation to our directors and executive officers as well as an aggregate of HK$49,910 (US$6,399) contributions to the MPF.
Chan, Independent Director (Appointee) 9,047 * Mau Chung Ng, Independent Director (Appointee) 9,047 * Mei Cai, Independent Director (Appointee) 9,047 * All Directors and Executive Officers as a Group (7 people) 30,027,141 100 % Principal Shareholders holding 5% or more: Zhong Yang Holdings (BVI) Limited (1)(2) 30,000,000 81.02 % * less than 1% (1) Represents 30,000,000 Ordinary Shares held by Zhong Yang Holdings (BVI) Limited.
Chan, Independent Director 22,735 * - - 22,735 * Mau Chung Ng, Independent Director 22,735 * - - 22,735 * Mei Cai, Independent Director 22,735 * - - 22,735 * All Directors and Executive Officers as a Group (7 people) 20,068,205 74.1 % 10,000,000 100.0 % 520,000,000 98.7 % Principal Shareholders holding 5% or more: Zhong Yang Holdings (BVI) Limited(1)(2) 20,000,000 73.9 % 10,000,000 100.0 % 10,000,000 98.7 % * less than 1% (1) Represents 20,000,000 Class A Ordinary Shares held by Zhong Yang Holdings (BVI) Limited and 10,000,000 Class B Ordinary Shares directly held by Ms.
Cai served as the Director of CN Energy Group Inc., a Nasdaq-listed company in the business of manufactures and supplies wood-based activated carbon. From July 2019 to November 2020, Ms. Cai served as the Chief Financial Officer of China Eco-Materials Group Co. Limited, a company in the business of production and sales of eco-friendly construction material.
Cai has served as the Chief Financial Officer of Jowell Global Ltd., a Nasdaq-listed e-commerce platform. From August 2019 to June 2022, Ms. Cai served as the Director of CN Energy Group Inc., a Nasdaq-listed company in the business of manufactures and supplies wood-based activated carbon. From July 2019 to November 2020, Ms.
For the fiscal year ended March 31, 2022, we paid an aggregate of HK$2,162,426 (US$277,790) as compensation to our directors and executive officers as well as an aggregate of HK$54,000 (US$6,937) contributions to the MPF.
For the fiscal year ended March 31, 2024, we paid an aggregate of HK$3,997,885 (US$510,938) as compensation to our directors and executive officers as well as an aggregate of HK$50,770 (US$6,489) contributions to the MPF.
Chan is a Certified Public Accountant registered with the State of New York and a seasoned executive with over 35 years of professional experience in auditing, financial reporting and business advisory. Since November 2021, Mr. Chan has served as the Chief Financial Officer of Sharing Services Global Corporation (OTC: SHRG) and from February 2022 to March 2024, Mr.
Chan is a Certified Public Accountant registered with the State of New York and a seasoned executive with over 35 years of professional experience in auditing, financial reporting and business advisory. Mr.
Cai graduated from Jiangsu Radio & TV University with a major in Economic Management in December 2003. Family Relationships None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. 97 6.B. Compensation Employment Agreements and Indemnification Agreements We have entered into employment agreements with our senior executive officers.
From December 2006 to November 2013, Ms. Cai served as audit manager at Patrizio & Zhao, LLC. Ms. Cai graduated from Jiangsu Radio & TV University with a major in Economic Management in December 2003. Family Relationships None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. 96 6.B.
From October 2017 to July 22, 2019, Ms. Cai has served as manager of Wealth Financial Services LLC. From December 2013 to September 2017, Ms. Cai served as audit manager at Friedman, LLP. From December 2006 to November 2013, Ms. Cai served as audit manager at Patrizio & Zhao, LLC. Ms.
Cai served as the Chief Financial Officer of China Eco-Materials Group Co. Limited, a company in the business of production and sales of eco-friendly construction material. From October 2017 to July 22, 2019, Ms. Cai has served as manager of Wealth Financial Services LLC. From December 2013 to September 2017, Ms. Cai served as audit manager at Friedman, LLP.
Cai has been serving as Chief Financial Officer of Nuance Biotech Co., Ltd. a biomedical research and development company. From November 2020 to December 2022, Ms. Cai has served as the Chief Financial Officer of Jowell Global Ltd., a Nasdaq-listed e-commerce platform. From August 2019 to June 2022, Ms.
Cai is a seasoned executive with approximately 15 years of professional experience in auditing and financial reporting. Since January 2023, Ms. Cai has been serving as Chief Financial Officer of Nuance Biotech Co., Ltd. a biomedical research and development company. From November 2020 to December 2022, Ms.
Junli Yang may be deemed the beneficial owner of all Ordinary Shares held by Zhong Yang Holdings (BVI) Limited. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable 102
Junli Yang may be deemed the beneficial owner of all Class A Ordinary Shares held by Zhong Yang Holdings (BVI) Limited. (3) Each Class B Ordinary Share is entitled to fifty (50) votes, whereas each Class A Ordinary Share is entitled to one (1) vote. 6.F.
These shares, however, are not included in the computation of the percentage ownership of any other person. Ordinary Shares Beneficially Owned Number % Directors and Executive Officers: Junli Yang, Director (Chairwoman) (2) 30,000,000 (1) 81.02 % Ka Fai Yuen, CEO - - Yung Yung Lo, CFO (2) 1,818,000 4.91 % Jennifer Hoi Ling Tam, COO - - Anthony S.
Class A Ordinary Shares Class B Ordinary Shares Voting Power Beneficially Owned Beneficially Owned Beneficially Owned Number % Number % Number % Directors and Executive Officers: Junli Yang, Director (Chairwoman)(1)(2) 20,000,000 73.9 % 10,000,000 100.0 % 520,000,000 98.7 % Ka Fai Yuen, CEO - - - - - Yung Yung Lo, CFO(2) 1,212,000 4.5 % 606,000 6.1 % 31,512,000 6.0 % Jennifer Hoi Ling Tam, COO - - - - - - Anthony S.
Mei Cai has served as a director and as the chairwoman of our Nominating and Corporate Governance Committee since May 31, 2022. Ms. Cai is a seasoned executive with approximately 15 years of professional experience in auditing and financial reporting. Since January 2023, Ms.
Ng is also now the Honorary Vice-President of Hong Kong Police College (Aberdeen) Staff Club and the Honorary President of the Hong Kong Fire Services Department Community Emergency Responder Honorary Presidents’ Association (Kwai Tsing District). Mei Cai has served as a director and as the chairwoman of our Nominating and Corporate Governance Committee since May 31, 2022. Ms.
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Board Diversity Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: Hong Kong Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — 6.D.
Added
Chan served as the Chief Financial Officer of Sharing Services Global Corporation (OTC: SHRG) and from February 2022 to March 2024, Mr. Chan served as the Chief Operating Officer of Alset Inc. (Nasdaq: AEI). From July 2019 to January 2020, Mr. Chan served as the CFO of SPI Energy Co. Ltd. (Nasdaq: SPI). From October 2017 to March 2019, Mr.
Removed
The calculations in the table below are based on 37,027,141 Ordinary Shares issued and outstanding as of the date of this annual report. All of our shareholders who own our Ordinary Shares have the same voting rights. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
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Compensation Employment Agreements and Indemnification Agreements We have entered into employment agreements with our senior executive officers.
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The calculations in the table below are based on 27,068,205 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report. Each Class B Ordinary Share is entitled to fifty (50) votes, whereas each Class A Ordinary Share is entitled to one (1) vote.
Added
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
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These shares, however, are not included in the computation of the percentage ownership of any other person.
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Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that was required to be recovered pursuant to the Company’s Compensation Recovery Policy during the fiscal year ended March 31, 2025. 100

Item 7. Management's Discussion & Analysis

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

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Directors, Senior Management and Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Before September 2022, we leased premises were leased from Zhong Yang Holdings Limited (the Predecessor Parent Company), which is owned by the same group of shareholders as the Controlling Shareholder. Zhong Yang Holdings Limited has proper authorization from the titleholder to sublease the property.
Directors, Senior Management and Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Before September 2022, we leased premises were leased from Zhong Yang Holdings Limited (the Predecessor Parent Company), which is owned by the same group of shareholders as Zhong Yang Holdings (BVI) Limited. Zhong Yang Holdings Limited has proper authorization from the titleholder to sublease the property.
In consideration for such license, WIN100 Tech agreed to pay Ms. Yang $100 in license fee. The agreement was negotiated at arm’s length and was approved by the Board of Directors of the Company. For more details, see “Item 4. Information on the Company—4.B.
Yang $100 in license fee. The agreement was negotiated at arm’s length and was approved by the Board of Directors of the Company. For more details, see “Item 4. Information on the Company—4.B.
On August 11, 2022, WIN100 TECH entered into a license agreement with Ms. Junli Yang, the Chairwoman of the Board of the Company, to document a non-exclusive, non-sublicensable, and non-transferable license granted by Ms. Yang to use a software that supports algorithm trading, order analytics, risk control and technical monitoring which can be integrated with different vendors’ API.
Junli Yang, the Chairwoman of the Board of the Company, to document a non-exclusive, non-sublicensable, and non-transferable license granted by Ms. Yang to use a software that supports algorithm trading, order analytics, risk control and technical monitoring which can be integrated with different vendors’ API. In consideration for such license, WIN100 Tech agreed to pay Ms.
Junli Yang, the Chairwoman of the Board. In addition, during the fiscal year ended March 31, 2021, we generated gross commission income in the amount of $19,959 for futures brokerage services provided to Sunx Global Limited, 95% owned by the Predecessor Parent Company.
In addition, during the fiscal year ended March 31, 2021, we generated gross commission income in the amount of $19,959 for futures brokerage services provided to Sunx Global Limited, 95% owned by the Predecessor Parent Company. The brokerage commission rate charged to Sunx Global Limited is consistent with the standard brokerage commission rate charged to other customers.
The brokerage commission rate charged to Sunx Global Limited is consistent with the standard brokerage commission rate charged to other customers. We are of the opinion that the brokerage services fees received from, and the services provide to, Sunx Global Limited are made in the ordinary course of business and the terms of service were negotiated at arm’s length.
We are of the opinion that the brokerage services fees received from, and the services provide to, Sunx Global Limited are made in the ordinary course of business and the terms of service were negotiated at arm’s length. On August 11, 2022, WIN100 TECH entered into a license agreement with Ms.
During the year ended March 31, 2024, we generated interest income in the amount of $210,568 for margin financing services provided to Mr. Huaixi Yang, an immediate family member of Ms. Junli Yang, the Chairwoman of the Board. 7.C. Interests of Experts and Counsel Not Applicable.
During the year ended March 31, 2025, 2024 and 2023, we generated interest income in the amount of $169,549, $179,217 and $96,801, respectively, from margin financing services, brokerage services, and handling services provided to Mr. Huaixi Yang, an immediate family member of Ms. Junli Yang, the Chairwoman of the Board.
During the fiscal years ended March 31, 2024, 2023 and 2022, we paid rental expenses to the Predecessor Parent Company in the amount of $nil, $54,510 and $119,759, respectively. During the year ended March 31, 2023, we generated interest income in the amount of $96,801 for margin financing services provided to Mr. Huaixi Yang, an immediate family member of Ms.
During the fiscal years ended March 31, 2025, 2024 and 2023, we paid rental expenses to the Predecessor Parent Company in the amount of $nil, $nil and $54,510, respectively.
Added
On July 9, 2025, the Company and ZYNL (BVI) entered into a share purchase agreement with Zhong Yang Financial Services Limited and the sole shareholder of Zhong Yang Financial Services Limited, ZYHL, pursuant to which ZYHL agreed to sell, convey, assign, transfer and deliver to ZYNL (BVI), and ZYNL (BVI) agreed to purchase from ZYHL, 100% of the equity interest in Zhong Yang Financial Services Limited for a total purchase price of HKD500,000 (approximately USD63,750).
Added
ZYHL is a company incorporated under the laws of Hong Kong, of which a family member of Ms. Junli Yang, the Chairwoman of the Board of Directors of the Company, and Ms. Yung Yung Lo, the Chief Financial Officer of the Company, hold 71.50% and 8.30% equity interest, respectively. 7.C. Interests of Experts and Counsel Not Applicable.

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