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Galaxy Payroll Group Ltd

Galaxy Payroll Group LtdGLXG财报

Nasdaq · 工程、会计、研究、管理服务

What changed in Galaxy Payroll Group Ltd's 20-F — 2024 vs 2025

Top changes in Galaxy Payroll Group Ltd's 2025 20-F

358 paragraphs added · 324 removed · 258 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

41 edited+10 added−3 removed400 unchanged
However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. 28 BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. 28 As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.
This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, former U.S.
This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, U.S.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered. 29 We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 30
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
As auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the PCAOB.
As auditors of companies that are traded publicly in the United States and a firm registered with the PCAOB, our auditor is required to undergo regular inspections by the PCAOB.
We may not achieve comparable or higher level of financial performance in the future as we achieved during June 30, 2024, 2023 and 2022. Our revenue and profit sustainability depend on our ability to maintain our competitiveness through providing high quality services.
We may not achieve comparable or higher level of financial performance in the future as we achieved during June 30, 2025, 2024 and 2023. Our revenue and profit sustainability depend on our ability to maintain our competitiveness through providing high quality services.
However, in connection with the audits of our consolidated financial statements as of June 30, 2024, 2023 and 2022, we and our independent registered public accounting firms identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods.
However, in connection with the audits of our consolidated financial statements as of June 30, 2025, 2024 and 2023, we and our independent registered public accounting firms identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods.
While the HFCAA is not currently applicable to the Company because the Company’s current auditors are subject to PCAOB review, if this changes in the future for any reason, the Company may be subject to the HFCAA. The implications of this regulation if the Company were to become subject to it are uncertain.
While the HFCAA is not currently applicable to the Company because the Company’s current auditors are subject to PCAOB inspection, if this changes in the future for any reason, the Company may be subject to the HFCAA. The implications of this regulation if the Company were to become subject to it are uncertain.
A limited number of our major vendors, however, have contributed a significant portion of our supplies in the past. As of June 30, 2024 and 2023, our top vendor accounted for 100% of the Group’s total account payable.
A limited number of our major vendors, however, have contributed a significant portion of our supplies in the past. As of June 30, 2025 and 2024, our top vendor accounted for 100% of the Group’s total account payable.
Risks relating to the economic, political, legal and social conditions in Hong Kong, Taiwan and Macau. During the years ended June 30, 2024, 2023 and 2022, we also operate our business in Hong Kong, Taiwan and Macau.
Risks relating to the economic, political, legal and social conditions in Hong Kong, Taiwan and Macau. During the years ended June 30, 2025, 2024 and 2023, we also operate our business in Hong Kong, Taiwan and Macau.
In the event that such breach has occurred, our business operation, financial results and reputation would be adversely affected. The Major In-country Partner accounted for over 34%, 35% and 50% of our in-country partner costs throughout the year ended June 30, 2024, 2023 and 2022, respectively.
In the event that such breach has occurred, our business operation, financial results and reputation would be adversely affected. The Major In-country Partner accounted for over 30%, 34% and 35% of our in-country partner costs throughout the year ended June 30, 2025, 2024 and 2023, respectively.
There is no assurance that our major customers will continue to engage us for the provision of our payroll outsourcing services, employment services and consultancy and market research services and/or increase their demand for our services in the future.
There is no assurance that our major customers will continue to engage us for the provision of our payroll outsourcing services and employment services and/or increase their demand for our services in the future.
In addition, we have to retain internal employees with the necessary level of competence, local experience and knowledge of payroll outsourcing services, employment services and consultancy and market research services so as to maintain and develop our business.
In addition, we have to retain internal employees with the necessary level of competence, local experience and knowledge of payroll outsourcing services and employment services so as to maintain and develop our business.
Wu Chunlei, who possess extensive experience in the payroll outsourcing service industry and employment service industry for over 14 and 17 years, respectively, also play an important role in the daily operation of our Group including overseeing the daily operation of our Group and managing and training staff on delivery of services.
Wu Chunlei, who possess extensive experience in the payroll outsourcing service industry and employment service industry for over 15 and 18 years, respectively, also play an important role in the daily operation of our Group including overseeing the daily operation of our Group and managing and training staff on delivery of services.
For the years ended June 30, 2024, 2023 and 2022, our top vendor accounted for 34.4%, 37.9% and 54.3% of the Group’s total in-country partner costs, respectively.
For the years ended June 30, 2025, 2024 and 2023, our top vendor accounted for 30.3%, 34.4% and 37.9% of the Group’s total in-country partner costs, respectively.
The Major In-country Partner accounted for over 34%, 35% and 50% of our in-country partner costs throughout the year ended June 30, 2024, 2023 and 2022 respectively.
The Major In-country Partner accounted for over 30%, 34% and 35% of our in-country partner costs throughout the year ended June 30, 2025, 2024 and 2023 respectively.
For the years ended June 30, 2024, 2023 and 2022, our revenue derived from our channel customers accounted for approximately 63.7%, 74.0% and 55.9% of our revenue, respectively. We entered into master service agreements with more than half of our channel customers for the provision of our payroll outsourcing services and employment services.
For the years ended June 30, 2025, 2024 and 2023, our revenue derived from our channel customers accounted for approximately 62.4%, 63.7% and 74.0% of our revenue, respectively. We entered into master service agreements with more than half of our channel customers for the provision of our payroll outsourcing services and employment services.
For the years ended June 30, 2024, 2023 and 2022, a significant portion of our revenue was derived from a small number of customers. Our five largest customers accounted for approximately HKD22.0 million (US$2.8 million), HKD22.5 million (US$2.9 million) and HKD28.0 million (US$3.6 million), representing approximately 73.0%, 71.4% and 59.7% of our revenue for the same periods, respectively.
For the years ended June 30, 2025, 2024 and 2023, a significant portion of our revenue was derived from a small number of customers. Our five largest customers accounted for approximately HKD18.3 million (US$2.3 million), HKD22.0 million (US$2.8 million), and HKD22.5 million (US$2.9 million), representing approximately 66.7%, 73.0% and 71.4% of our revenue for the same periods, respectively.
A limited number of our major customers, however, have contributed a significant portion of our revenues in the past. As of June 30, 2024, four customers accounted for 29.0%, 23.5%, 21.0% and 18.5%, respectively, of the Group’s total accounts receivable.
A limited number of our major customers, however, have contributed a significant portion of our revenues in the past. As of June 30, 2025, three customers accounted for 50.6%, 16.0% and 15.9%, respectively, of the Group’s total accounts receivable. As of June 30, 2024, four customers accounted for 29.0%, 23.5%, 21.0% and 18.5%, respectively, of the Group’s total accounts receivable.
During the year ended June 30, 2023, our group declared dividends of approximately HKD13.8 million (US$1.8 million) and paid approximately HKD9.9 million (US$1.3 million). During the year ended June 30, 2022, our group declared dividends of approximately HKD14.4 million (US$1.8 million) and paid approximately HKD18.9 million (US$2.4 million).
During the year ended June 30, 2024, our group declared dividends of approximately HKD9.4 million (US$1.2 million) and paid approximately HKD9.5 million (US$1.2 million). During the year ended June 30, 2023, our group declared dividends of approximately HKD13.8 million (US$1.8 million) and paid approximately HKD9.9 million (US$1.3 million).
Our revenue decreased by approximately -4% to approximately HKD30.1 million (US$3.9 million) for the year ended June 30, 2024 from HKD31.5 million (US$4.0 million) for the year ended June 30, 2023.
Our revenue decreased by approximately -9% to approximately HKD27.4 million (US$3.5 million) for the year ended June 30, 2025 from approximately HKD30.1 million (US$3.9 million) for the year ended June 30, 2024.
As of June 30, 2024, 2023 and 2022, we had 6, 7 and 4 seconded employees in Hong Kong, 63, 37 and 11 seconded employees in Taiwan and 3, 3 and 6 seconded employees in Macau employed by our Group directly, respectively.
As of June 30, 2025, 2024 and 2023, we had 13, 6 and 7 seconded employees in Hong Kong, 40, 63 and 37 seconded employees in Taiwan and 2, 3 and 3 seconded employees in Macau employed by our Group directly, respectively.
Our accounts receivable amounted to approximately HKD2.6 million and HKD2.2 million (US$0.3 million and US$0.3 million) as of June 30, 2024 and 2023, respectively. Our accounts receivable turnover days were approximately 29 days and 66 days for the years ended June 30, 2024 and 2023, respectively.
Our accounts receivable amounted to approximately HKD3.6 million and HKD2.6 million (US$0.5 million and US$0.3 million) as of June 30, 2025 and 2024, respectively. Our accounts receivable turnover days were approximately 41 days and 29 days for the years ended June 30, 2025 and 2024, respectively.
Yeung, each has over 15 years of experience in the payroll outsourcing service industry and employment service industry. Prior to founding our Group, they worked in a group of companies engaging in the provision of payroll outsourcing services and employment services. Other than our executive directors, our members of the senior management team, Ms. Lo Ho and Mr.
Prior to founding our Group, they worked in a group of companies engaging in the provision of payroll outsourcing services and employment services. Other than our executive directors, our members of the senior management team, Ms. Lo Ho and Mr.
We recorded revenue of approximately HKD30.1 million, HKD31.5 million and HKD46.9 million (approximately US$3.9 million, US$4.0 million and US$6.0 million), respectively, and net income of approximately HKD5.5 million, HKD9.0 million and HKD22.6 million (approximately US$0.7 million, US$1.1 million and US$2.9 million), respectively, for the years ended June 30, 2024, 2023 and 2022, respectively.
We recorded revenue of approximately HKD27.4 million, HKD30.1 million and HKD31.5 million (approximately US$3.5 million, US$3.9 million and US$4.0 million), respectively, and net (loss) income of approximately HKD(27.6) million, HKD5.5 million and HKD9.0 million (approximately US$(3.5) million, US$0.7 million, and US$1.1 million), respectively, for the years ended June 30, 2025, 2024 and 2023, respectively.
For the year ended June 30, 2022, our top two major customers accounted for 28.2% and 10.6%, respectively, of the Group’s total revenues Although we continually seek to diversify our customer base, we cannot assure you that the proportion of the revenue contribution from these customers to our total revenues will decrease in the near future.
For the year ended June 30, 2023, our top three major customers accounted for 36.4%, 14.7% and 13.4%, respectively, of the Group’s total revenues. Although we continually seek to diversify our customer base, we cannot assure you that the proportion of the revenue contribution from these customers to our total revenues will decrease in the near future.
Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. We are required by the HFCAA to have an auditor that is subject to the inspection by the PCAOB.
Inspections of certain other firms that the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality.
Their extensive knowledge and experience in the provision of payroll outsourcing services, employment services, and consultancy and market research services, as well as their established relationships with our customers and end-users have played a major role in our attainments. Mr. Lao, Mr. But and Mr.
Their extensive knowledge and experience in the provision of payroll outsourcing services and employment services, as well as their established relationships with our customers and end-users have played a major role in our attainments. Mr. Lao, Mr. But and Mr. Yeung, each has over 16 years of experience in the payroll outsourcing service industry and employment service industry.
A decision to declare and pay any dividends would require the approval of our Board and will be at its discretion. In addition, any final dividend for a financial year will be subject to Shareholders’ approval. During the year ended June 30, 2024, our group declared dividends of approximately HKD9.4 million (US$1.2 million) and paid approximately HKD9.5 million (US$1.2 million).
A decision to declare and pay any dividends would require the approval of our Board and will be at its discretion. In addition, any final dividend for a financial year will be subject to Shareholders’ approval. During the year ended June 30, 2025, our group did not declare dividends and paid approximately HKD5.9 million (US$0.7 million).
GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; iii) a lack of independent directors and an audit committee to establish formal risk assessment process and internal control framework; and iv) a lack of an effective control framework in place and critical information technology general controls (“ITGC”) have design deficiencies in areas including logical access, privileged access, IT operations and cybersecurity.
GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and ii) a lack of an effective control framework in place and critical information technology general controls (“ITGC”) have design deficiencies in areas including logical access, privileged access and cybersecurity.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” We will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data. 30 We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” We will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
As of June 30, 2023, our top three customers accounted for 39.5%, 26.7% and 18.2%, respectively, of the Group’s total accounts receivable. For the year ended June 30, 2024, three major customers accounted for 23.3%, 22.1% and 12.8% of the Group’s total revenues.
For the year ended June 30, 2025, three major customers accounted for 23.6%, 18.7% and 13.2%, respectively, of the Group’s total revenues. For the year ended June 30, 2024, three major customers accounted for 23.3%, 22.1% and 12.8% of the Group’s total revenues.
We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of polices and controls in place; iii) appointing independent directors, establishing an audit committee and strengthening corporate government; and iv) setting up an ITGC and system control framework with formal documentation of polices and controls in place.
We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including i) setting up a financial and system control framework with formal documentation of polices and controls in place; and ii) setting up an ITGC and system control framework with formal documentation of polices and controls in place.
Our auditor is headquartered in New York, and is subject to inspection by the PCAOB on a regular basis and is not subject to the determinations announced by the PCAOB on December 16, 2021.
Our auditor is headquartered in China, and is subject to inspection by the PCAOB on a regular basis.
The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S.
The material weakness identified related to i) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S.
Our net income decreased by approximately -39% to approximately HKD5.5 million (approximately US$0.7 million) for the year ended June 30, 2024 from approximately HKD9.0 million (approximately US$1.1 million) for the year ended June 30, 2023, which was primarily attributable to an increase in cost of revenues by HKD0.9 million (US$0.1 million), or 7%, and an increase in selling, general and administration expenses by HKD0.9 million (US$0.1 million), or 11%.
Our net (loss) income decreased by approximately -601% to approximately HKD(27.6) million (approximately US$(3.5 million) for the year ended June 30, 2025 from approximately HKD5.5 million (approximately US$0.7 million) for the year ended June 30, 2024, which was primarily attributable to an increase in cost of revenues by HKD1.8 million (US$0.2 million), or 13%, an increase in research and development expenses by HKD19 million (US$2.4 million), and an increase in selling, general and administration expenses by HKD11.8 million (US$1.5 million), or 131%.
There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.
There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited. The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who hold our Class B Ordinary Shares.
As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer in order to maintain a listing on a U.S. securities exchange. 29 There can be no assurance that we will not be a PFIC for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.
There can be no assurance that we will not be a PFIC for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
During the period of our controlling shareholder possessing controlling or significant ownership of our Ordinary Shares, investors may not be able to affect the outcome of our corporate actions. We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.
The summary consolidated statements of operations and cash flow For the Year Ended June 30, 2022 2023 2024 HKD HKD HKD US$ REVENUE $ 46,915,077 $ 31,466,673 $ 30,124,952 $ 3,858,068 Direct cost of revenues (11,696,317 ) (12,999,672 ) (13,951,669 ) (1,786,774 ) Gross profit 35,218,760 18,467,001 16,173,283 2,071,294 Selling, general and administrative expenses (8,137,263 ) (8,178,103 ) (9,047,204 ) (1,158,665 ) Reversal of provision for (Provision for) credit losses (5,246 ) 61,357 (101,598 ) (13,012 ) Income from operation 27,076,251 10,350,255 7,024,481 899,617 Interest income 5,142 186,390 221,723 28,396 Interest expense (238,742 ) (123,269 ) (34,674 ) (4,441 ) Other income 411,692 402,967 77,762 9,959 INCOME BEFORE INCOME TAXES 27,254,343 10,816,343 7,289,292 933,531 Income tax expenses (4,696,002 ) (1,805,663 ) (1,783,803 ) (228,450 ) NET INCOME $ 22,558,341 $ 9,010,680 $ 5,505,489 $ 705,081 For the Year Ended June 30, 2022 2023 2024 HKD HKD HKD US$ Net cash provided by operating activities $ 11,999,074 $ 16,086,260 $ 6,725,500 $ 861,328 Net cash used in investing activities - (25,303 ) (59,449 ) (7,614 ) Net cash used in financing activities (26,049,749 ) (12,593,994 ) (13,286,626 ) (1,701,603 ) CHANGE IN CASH AND CASH EQUIVALENTS (14,050,675 ) 3,466,963 (6,620,575 ) (847,889 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,003,917 13,971,458 17,449,250 2,234,705 Effect on exchange rate 18,216 10,829 26,453 3,388 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 13,971,458 $ 17,449,250 $ 10,855,128 $ 1,390,204 1 The summary consolidated balance sheet as at June 30, 2023 and 2024 As of June 30, 2023 2024 2024 HKD HKD US$ Assets Current assets: Cash $ 16,436,490 $ 10,855,128 $ 1,390,204 Restricted cash 1,012,760 - - Accounts receivable, net 2,250,289 2,556,073 327,353 Prepayment, deposits and other receivable 4,454,823 2,787,564 357,000 Total current assets $ 24,154,362 $ 16,198,765 $ 2,074,557 Plant and equipment, net $ 258,616 $ 206,653 $ 26,466 Right-of-use assets – operating lease 929,490 2,332,135 298,674 Deferred initial public offering (“IPO”) costs 4,935,602 7,334,123 939,272 Long-term rental deposits - 514,815 65,932 Total non-current assets $ 6,123,708 $ 10,387,726 $ 1,330,344 TOTAL ASSETS $ 30,278,070 $ 26,586,491 $ 3,404,901 Liabilities Current liabilities: Accrued expenses and other payables $ 13,165,562 $ 14,466,134 $ 1,852,661 Account payable 66,076 41,823 5,356 Bank loans, current portion 2,000,740 - - Income tax payable 3,744,802 3,258,920 417,366 Operating lease obligation, current portion 960,101 1,095,621 140,315 Total current liabilities $ 19,937,281 $ 18,862,498 $ 2,415,698 Other liabilities Operating lease obligation, non-current portion $ - $ 1,248,510 $ 159,895 Total other liabilities - 1,248,510 159,895 TOTAL LIABILITIES $ 19,937,281 $ 20,111,008 $ 2,575,593 Commitments and contingencies Shareholders’ equity Ordinary shares, US$0.000625 par value, authorized unlimited number of Ordinary Shares as of June 30, 2024 and 2023; 16,000,000 shares issued and outstanding as of June 30, 2024 and 2023, respectively * $ 77,630 $ 77,630 $ 10,000 Subscription receivable (77,630 ) (77,630 ) (10,000 ) Additional paid-in capital 40,000 40,000 5,123 Retained earnings 10,259,641 6,381,130 817,224 Accumulated other comprehensive income 41,148 54,353 6,961 Total shareholders’ equity $ 10,340,789 $ 6,475,483 $ 829,308 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 30,278,070 $ 26,586,491 $ 3,404,901 * Giving retroactive effect to the 1,600 for 1 share split effected on December 19, 2022. 2 Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable.
The summary consolidated statements of operations and cash flow For the Year Ended June 30, 2023 2024 2025 HKD HKD HKD US$ REVENUE $ 31,466,673 $ 30,124,952 $ 27,429,319 $ 3,494,225 Direct cost of revenues (12,999,672 ) (13,951,669 ) (15,748,088 ) (2,006,151 ) Gross profit 18,467,001 16,173,283 11,681,231 1,488,074 Selling, general and administrative expenses (8,178,103 ) (9,047,204 ) (20,830,556 ) (2,653,608 ) Research and development expenses - - (18,686,290 ) (2,380,449 ) Reversal of provision for (Provision for) credit losses 61,357 (101,598 ) 77,218 9,837 Income (Loss) from operation 10,350,255 7,024,481 (27,758,397 ) (3,536,146 ) Interest income 186,390 221,723 757,385 96,483 Interest expense (123,269 ) (34,674 ) (59,771 ) (7,614 ) Other income 402,967 77,762 27,658 3,523 INCOME (LOSS) BEFORE INCOME TAXES 10,816,343 7,289,292 (27,033,125 ) (3,443,754 ) Income tax expenses (1,805,663 ) (1,783,803 ) (535,588 ) (68,229 ) NET INCOME (LOSS) $ 9,010,680 $ 5,505,489 $ (27,568,713 ) $ (3,511,983 ) For the Year Ended June 30, 2023 2024 2025 HKD HKD HKD US$ Net cash provided by (used in) operating activities $ 16,086,260 $ 6,725,500 $ (27,707,982 ) $ (3,529,724 ) Net cash used in investing activities (25,303 ) (59,449 ) (63,356 ) (8,071 ) Net cash (used in) provided by financing activities (12,593,994 ) (13,286,626 ) 49,269,420 6,276,439 CHANGE IN CASH AND CASH EQUIVALENTS 3,466,963 (6,620,575 ) 21,498,082 2,738,644 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,971,458 17,449,250 10,855,128 1,382,836 Effect on exchange rate 10,829 26,453 (164,499 ) (20,955 ) CASH AND CASH EQUIVALENTS AT END OF YEAR $ 17,449,250 $ 10,855,128 $ 32,188,711 $ 4,100,525 1 The summary consolidated balance sheet as at June 30, 2024 and 2025 June 30, 2024 June 30, 2025 HKD HKD US$ Assets Current assets Cash $ 10,855,128 $ 32,188,711 $ 4,100,525 Accounts receivable, net 2,556,073 3,581,852 456,293 Prepayment, deposits and other receivables, net 2,787,564 1,974,655 251,552 Total current assets 16,198,765 37,745,218 4,808,370 Property and equipment, net 206,653 165,045 21,025 Right-of-use assets – operating lease 2,332,135 1,225,109 156,066 Deferred initial public offering (“IPO”) costs 7,334,123 - - Long-term rental deposit 514,815 - - Total non-current assets 10,387,726 1,390,154 177,091 Total assets $ 26,586,491 $ 39,135,372 $ 4,985,461 Liabilities and shareholders’ equity Current liabilities Accrued expenses and other payables $ 14,466,134 $ 8,071,739 $ 1,028,261 Account payable 41,823 48,622 6,194 Income tax payable 3,258,920 2,678,817 341,255 Operating lease obligation, current portion 1,095,621 945,801 120,486 Total current liabilities 18,862,498 11,744,979 1,496,196 Other liabilities Operating lease obligation, non-current portion 1,248,510 291,151 37,090 Total other liabilities 1,248,510 291,151 37,090 Total liabilities 20,111,008 12,036,130 1,533,286 Commitment and contingencies Shareholders’ equity Ordinary shares, US$0.00625 par value, authorized unlimited number of Ordinary Shares as of June 30, 2024; 1,600,000 shares issued and outstanding as of June 30, 2024 * 77,630 - - Class A Ordinary shares, US$0.00625 par value, unlimited number of shares authorized; 1,801,515 shares issued and 1,441,265 shares outstanding as of June 30, 2025 * - 87,694 11,170 Class B Ordinary shares, US$0.00625 par value, unlimited number of shares authorized; 360,000 shares issued and outstanding as of June 30, 2025 * - 17,550 2,236 Subscription receivable (77,630 ) - - Shares reserved for issuance - (17,562 ) (2,237 ) Additional paid-in capital 40,000 48,293,749 6,152,148 Retained earnings (accumulated deficit) 6,381,130 (21,187,583 ) (2,699,090 ) Accumulated other comprehensive income (loss) 54,353 (94,606 ) (12,052 ) Total shareholders’ equity 6,475,483 27,099,242 3,452,175 Total liabilities and shareholders’ equity $ 26,586,491 $ 39,135,372 $ 4,985,461 * Giving retroactive effect to the 1,600 for 1 share split effected on December 19, 2022.
Removed
While our present auditor is located in the United States and the PCAOB is able to conduct inspections on such auditor and is not among the auditor firms listed on the Determination Report issued by the PCAOB, to the extent this status changes in the future or if the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, trading in our Ordinary Shares could be prohibited under the HFCAA, and as a result our Ordinary Shares could be delisted from Nasdaq. 7 On May 13, 2021, the PCAOB proposed a new rule for implementing the HFCAA.
Added
Number of shares divided as 14,412,500 Class A Ordinary Shares with a par value of US$0.000625 per share (the “Class A Ordinary Shares”) and 3,600,000 Class B Ordinary Shares with a par value of US$0.000625 per share (the “Class B Ordinary Shares”), were approved by the board of directors, and were further approved by the shareholders on March 19, 2025.
Removed
For the year ended June 30, 2023, our top three major customers accounted for 36.4%, 14.7% and 13.4%, respectively, of the Group’s total revenues.
Added
Giving retroactive effect to the 10 for 1 reverse share split effected on September 8, 2025. 2 Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable.
Removed
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data.
Added
We are required by the HFCAA to have an auditor that is subject to the inspection by the PCAOB. 7 On May 13, 2021, the PCAOB proposed a new rule for implementing the HFCAA.
Added
This ownership will limit or preclude your ability to influence corporate matters, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, and that may adversely affect the trading price of our Class A Ordinary Shares.
Added
Each Class B Ordinary Share has fifty votes per share, and our Class A Ordinary Shares have one vote per share.
Added
Because of the fifty-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares.
Added
This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval.
Added
In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our shareholders. As a result, such concentrated control may adversely affect the market price of our Class A Ordinary Shares.
Added
Even if our controlling shareholder were to dispose of certain of its shares of our Class B Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares.
Added
As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer in order to maintain a listing on a U.S. securities exchange.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

120 edited+24 added−18 removed405 unchanged
The initial authorized share capital of our Company is 50,000 Ordinary Shares, par value US$1.00 per share.
The initial authorized share capital of our Company is 50,000 Ordinary Shares, par value US$1.00 per share.
Our directors confirm that we had not experienced any significant problems with the employees or disruption to the operations due to labor disputes nor had we experienced any difficulties in the retention of experienced staff or skilled personnel during the years ended June 30, 2024, 2023 and 2022. 52 PROPERTIES Our Group did not own any real properties and we lease three premises, the details of which are set out below: Location Gross floor area Lessor Lessee Terms of tenure Usage 25th Floor, Ovest, No. 77 Wing Lok Street, Hong Kong 1,943 square feet Independent Third Party* Galaxy Payroll (HK) Two years from May 1, 2022 to April 30, 2024 Office 25th Floor, Ovest, No. 77 Wing Lok Street, Hong Kong 1,943 square feet Independent Third Party* Galaxy Payroll (HK) Two years from May 1, 2024 to April 30, 2026 Office 2901–2903 Aoxinya Building, Caitian South Road, Futian District, Shenzhen, the PRC 219.73 square meters Independent Third Party* Galaxy HR (SZ) Three years from June 1, 2021 to May 31, 2024 Office 2901–2903 Aoxinya Building, Caitian South Road, Futian District, Shenzhen, the PRC 219.73 square meters Independent Third Party* Galaxy HR (SZ) Three years from June 1, 2024 to May 31, 2027 Office 1st Floor, No. 46, Section 2, Wenhua First Road, Linkou District, New Taipei City, Taiwan 463.44 square feet Independent Third Party* Galaxy HR (TW) Two years from November 1, 2023 to October 31, 2025 Office * a person(s) or company(ies) who or which, as far as our directors are aware after having made all reasonable enquiries, is not or are not connected person(s) of our Company.
Our directors confirm that we had not experienced any significant problems with the employees or disruption to the operations due to labor disputes nor had we experienced any difficulties in the retention of experienced staff or skilled personnel during the years ended June 30, 2025, 2024 and 2023. 53 PROPERTIES Our Group did not own any real properties and we lease three premises, the details of which are set out below: Location Gross floor area Lessor Lessee Terms of tenure Usage 25th Floor, Ovest, No. 77 Wing Lok Street, Hong Kong 1,943 square feet Independent Third Party* Galaxy Payroll (HK) Two years from May 1, 2022 to April 30, 2024 Office 25th Floor, Ovest, No. 77 Wing Lok Street, Hong Kong 1,943 square feet Independent Third Party* Galaxy Payroll (HK) Two years from May 1, 2024 to April 30, 2026 Office 2901–2903 Aoxinya Building, Caitian South Road, Futian District, Shenzhen, the PRC 219.73 square meters Independent Third Party* Galaxy HR (SZ) Three years from June 1, 2021 to May 31, 2024 Office 2901–2903 Aoxinya Building, Caitian South Road, Futian District, Shenzhen, the PRC 219.73 square meters Independent Third Party* Galaxy HR (SZ) Three years from June 1, 2024 to May 31, 2027 Office 1st Floor, No. 46, Section 2, Wenhua First Road, Linkou District, New Taipei City, Taiwan 463.44 square feet Independent Third Party* Galaxy HR (TW) Two years from November 1, 2023 to October 31, 2025 Office * a person(s) or company(ies) who or which, as far as our directors are aware after having made all reasonable enquiries, is not or are not connected person(s) of our Company.
The obligation to inform as prescribed in the preceding paragraph may be waived under any of the following circumstances: 1. where notification may be waived in accordance with the law; 2. where the collection of personal data is necessary for the government agency to perform its statutory duties or the non-government agency to fulfill its statutory obligation; 3. where giving notice will prevent the government agency from performing its statutory duties; 4. where giving notice will harm public interests; 5. where the data subject has already known the content of the notification; or 6. where the collection of personal data is for non-profit purposes and clearly has no adverse effect on the data subject.” 69 Regarding the personal data other than those stipulated under Article 6, Article 19 of the PDPA stipulates: “Except for the personal data specified under Paragraph 1, Article 6, the collection or processing of personal data by a non-government agency shall be for specific purposes and on one of the following bases: 1. where it is expressly required by law; 2. where there is a contractual or quasi-contractual relationship between the non-government agency and the data subject, and proper security measures have been adopted to ensure the security of the personal data; 3. where the personal data has been disclosed to the public by the data subject or has been made public lawfully; 4. where it is necessary for statistics gathering or academic research by an academic institution in pursuit of public interests, provided that such data, as processed by the data provider or as disclosed by the data collector, may not lead to the identification of a specific data subject; 5. where consent has been given by the data subject; 6. where it is necessary for furthering public interest; 7. where the personal data is obtained from publicly available sources unless the data subject has an overriding interest in prohibiting the processing or use of such personal data; or 8. where the rights and interests of the data subject will not be infringed upon.
The obligation to inform as prescribed in the preceding paragraph may be waived under any of the following circumstances: 1. where notification may be waived in accordance with the law; 2. where the collection of personal data is necessary for the government agency to perform its statutory duties or the non-government agency to fulfill its statutory obligation; 3. where giving notice will prevent the government agency from performing its statutory duties; 4. where giving notice will harm public interests; 5. where the data subject has already known the content of the notification; or 6. where the collection of personal data is for non-profit purposes and clearly has no adverse effect on the data subject.” 70 Regarding the personal data other than those stipulated under Article 6, Article 19 of the PDPA stipulates: “Except for the personal data specified under Paragraph 1, Article 6, the collection or processing of personal data by a non-government agency shall be for specific purposes and on one of the following bases: 1. where it is expressly required by law; 2. where there is a contractual or quasi-contractual relationship between the non-government agency and the data subject, and proper security measures have been adopted to ensure the security of the personal data; 3. where the personal data has been disclosed to the public by the data subject or has been made public lawfully; 4. where it is necessary for statistics gathering or academic research by an academic institution in pursuit of public interests, provided that such data, as processed by the data provider or as disclosed by the data collector, may not lead to the identification of a specific data subject; 5. where consent has been given by the data subject; 6. where it is necessary for furthering public interest; 7. where the personal data is obtained from publicly available sources unless the data subject has an overriding interest in prohibiting the processing or use of such personal data; or 8. where the rights and interests of the data subject will not be infringed upon.
Any person contravenes such requirement commits an offence and shall be liable on conviction to a fine of HKD10,000 (US$1,280). 57 The section 57 of the EO sets out that an employment agency licensee shall not, directly or indirectly, receive from any person any form of reward, payment, advantage (except the prescribed commission) for having obtained, for obtaining or to obtain employment for that person.
Any person contravenes such requirement commits an offence and shall be liable on conviction to a fine of HKD10,000 (US$1,280). 58 The section 57 of the EO sets out that an employment agency licensee shall not, directly or indirectly, receive from any person any form of reward, payment, advantage (except the prescribed commission) for having obtained, for obtaining or to obtain employment for that person.
Paragraph 1 of Article 6 of the Labor Insurance Act stipulates: “ The following workers above 15 full years and below 65 years of age shall all be insured under this programme as insured persons, with their employers, or the organizations or institutes to which they belong reckoned as the insured units ”; paragraph 3 of the Article stipulates: “ The preceding two provisions apply to employed foreign nationals. ”; Article 9 of the Act also provides: “ An insured person who has any of the following conditions may continue in the insurance coverage: … 4. employees more than 65 years of age who continue to work… ” 71 Foreign Professionals Article 43 of the Employment Service Act stipulates: “ Unless otherwise specified in the Act, no foreign worker may engage in work within the Republic of China should his/her employer have not yet obtained a permit via application therefore. ” Subparagraph 1 of Paragraph 1 of Article 46 of the Act also stipulates: “ Unless otherwise provided in the Act, the work that a foreign worker may be employed to engage in within the Republic of China is limited to the following: 1.
Paragraph 1 of Article 6 of the Labor Insurance Act stipulates: “ The following workers above 15 full years and below 65 years of age shall all be insured under this programme as insured persons, with their employers, or the organizations or institutes to which they belong reckoned as the insured units ”; paragraph 3 of the Article stipulates: “ The preceding two provisions apply to employed foreign nationals. ”; Article 9 of the Act also provides: “ An insured person who has any of the following conditions may continue in the insurance coverage: … 4. employees more than 65 years of age who continue to work… ” 72 Foreign Professionals Article 43 of the Employment Service Act stipulates: “ Unless otherwise specified in the Act, no foreign worker may engage in work within the Republic of China should his/her employer have not yet obtained a permit via application therefore. ” Subparagraph 1 of Paragraph 1 of Article 46 of the Act also stipulates: “ Unless otherwise provided in the Act, the work that a foreign worker may be employed to engage in within the Republic of China is limited to the following: 1.
Please refer to “Reorganization” below in this section for further details. 32 Galaxy Payroll (TW) Galaxy Payroll (TW) was incorporated in Hong Kong on December 31, 2018 as a private company limited by shares. Upon its incorporation, Galaxy Payroll (TW) allotted and issued 10,000 Ordinary Shares, all of which were credited as fully paid and were held by Galaxy (Seychelles).
Please refer to “Reorganization” below in this section for further details. Galaxy Payroll (TW) Galaxy Payroll (TW) was incorporated in Hong Kong on December 31, 2018 as a private company limited by shares. Upon its incorporation, Galaxy Payroll (TW) allotted and issued 10,000 Ordinary Shares, all of which were credited as fully paid and were held by Galaxy (Seychelles).
We believe that our major customers will continue to engage us as their in-country payroll outsourcing and employment service providers, which serve as solid foundation for our Group to further develop a broader customer base. 37 We are capable of providing high quality payroll outsourcing services and employment services to our customers to ensure compliance with local regulations for our end-users.
We believe that our major customers will continue to engage us as their in-country payroll outsourcing and employment service providers, which serve as solid foundation for our Group to further develop a broader customer base. We are capable of providing high quality payroll outsourcing services and employment services to our customers to ensure compliance with local regulations for our end-users.
Pursuant to the Circular of the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies, or the SAFE Notice 13, which was promulgated on February 13, 2015 and partially annulled in December 30, 2019, the foreign exchange registration under domestic direct investment and the foreign exchange registration under overseas direct investment is directly reviewed and handled by banks in accordance with the SAFE Notice 13, and the SAFE and its branches shall perform indirect regulation over the foreign exchange registration via banks. 67 Dividend Distribution According to the PRC Company Law and Foreign Investment Law, our PRC subsidiary, as a foreign-invested enterprise, or FIE, are required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after-tax profits if the aggregate balance of the common reserve has already accounted for over 50% of its registered capital.
Pursuant to the Circular of the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies, or the SAFE Notice 13, which was promulgated on February 13, 2015 and partially annulled in December 30, 2019, the foreign exchange registration under domestic direct investment and the foreign exchange registration under overseas direct investment is directly reviewed and handled by banks in accordance with the SAFE Notice 13, and the SAFE and its branches shall perform indirect regulation over the foreign exchange registration via banks. 68 Dividend Distribution According to the PRC Company Law and Foreign Investment Law, our PRC subsidiary, as a foreign-invested enterprise, or FIE, are required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after-tax profits if the aggregate balance of the common reserve has already accounted for over 50% of its registered capital.
This principle provides for data subjects to have rights of access to and correction of their personal data. 59 Section 58 of the PDPO provides that if personal data are used for any of the purposes referred to in Section 58(1) of the PDPO (which includes but not limited to prevention or detection of crimes, prosecution or detention of offenders and prevention, preclusion or remedying of unlawful or seriously improper conduct or dishonesty or malpractice by persons etc.) (“Exempted Matters”) and the application of the personal data protection principle(s) in relation to such use would be likely to prejudice any of the Exempted Matters, then (i) such personal data are exempted from the provisions of certain data protection principle(s); and (ii) in any proceedings against any person for a contravention of any of those provisions of the PDPO, it shall be a defense if that person shows that he had reasonable grounds for believing that failure to so use the data would have been likely to prejudice any of the Exempted Matters.
This principle provides for data subjects to have rights of access to and correction of their personal data. 60 Section 58 of the PDPO provides that if personal data are used for any of the purposes referred to in Section 58(1) of the PDPO (which includes but not limited to prevention or detection of crimes, prosecution or detention of offenders and prevention, preclusion or remedying of unlawful or seriously improper conduct or dishonesty or malpractice by persons etc.) (“Exempted Matters”) and the application of the personal data protection principle(s) in relation to such use would be likely to prejudice any of the Exempted Matters, then (i) such personal data are exempted from the provisions of certain data protection principle(s); and (ii) in any proceedings against any person for a contravention of any of those provisions of the PDPO, it shall be a defense if that person shows that he had reasonable grounds for believing that failure to so use the data would have been likely to prejudice any of the Exempted Matters.
On December 19, 2022, the Company filed Amended and Restated Charter with the Registrar to increase our authorized shares from 50,000 Ordinary Shares, par value of US$1 per share, to unlimited number of Ordinary Shares, par value of US$0.000625 per share and effectuated a forward split of all issued and outstanding shares at a ratio of 1,600:1. 2.
On December 19, 2022, the Company filed Amended and Restated Charter with the Registrar to increase our authorized shares from 50,000 Ordinary Shares, par value of US$1 per share, to unlimited number of Ordinary Shares, par value of US$0.000625 per share and effectuated a forward split of all issued and outstanding shares at a ratio of 1,600:1.
Employers must as far as reasonably practicable ensure the safety and health in their workplaces by: - providing and maintaining plant and systems of work that are safe and without risks to health; - maintenance of the workplaces in a condition that is safe and without risks to health; - making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances as regards any workplace under the employer’s control; - providing and maintaining means of access to and egress from the workplace that are safe and without any risks to health; - providing all necessary information, instructions, training and supervision to the employee to ensure the safety and health at work; and - providing and maintaining a working environment for the employees that is safe and without risks to health. 60 An employer who fails to comply with any of the above provisions commits an offence and is liable on conviction to a maximum fine of HKD200,000 (US$25,605).
Employers must as far as reasonably practicable ensure the safety and health in their workplaces by: - providing and maintaining plant and systems of work that are safe and without risks to health; - maintenance of the workplaces in a condition that is safe and without risks to health; - making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances as regards any workplace under the employer’s control; - providing and maintaining means of access to and egress from the workplace that are safe and without any risks to health; - providing all necessary information, instructions, training and supervision to the employee to ensure the safety and health at work; and - providing and maintaining a working environment for the employees that is safe and without risks to health. 61 An employer who fails to comply with any of the above provisions commits an offence and is liable on conviction to a maximum fine of HKD200,000 (US$25,605).
For details and biographies of our executive Directors and senior management, please refer to “Directors and Senior Management” in this report. Business Strategies We aim to continue to leverage on our experience in the payroll outsourcing service industry and employment service industry to expand our business operation in the PRC and Hong Kong, with a focus on the PRC market.
For details and biographies of our executive Directors and senior management, please refer to “Directors and Senior Management” in this report. 39 Business Strategies We aim to continue to leverage on our experience in the payroll outsourcing service industry and employment service industry to expand our business operation in the PRC and Hong Kong, with a focus on the PRC market.
Incorporation of Melkweg Holdings Limited Melkweg Holdings Limited was incorporated in the Cayman Islands on October 31, 2019 as an exempted company with members’ limited liability. The initial authorized share capital of Melkweg Holdings Limited is HKD380,000 (US$48,932) divided into 38,000,000 Shares of HKD0.01 (US$0.001) each.
Melkweg Holdings Limited Melkweg Holdings Limited was incorporated in the Cayman Islands on October 31, 2019 as an exempted company with members’ limited liability. The initial authorized share capital of Melkweg Holdings Limited is HKD380,000 (US$48,932) divided into 38,000,000 Shares of HKD0.01 (US$0.001) each.
Securities and Exchange Commission (the “Commission”) on December 28, 2022 (as amended, the “Registration Statement”) was declared effective by the Commission on September 10, 2024. On September 11, 2024, the Company and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “GLXG”. Pursuant to the underwriting agreement with L. F.
Securities and Exchange Commission (the “Commission”) on December 28, 2022 (as amended, the “Registration Statement”) was declared effective by the Commission on September 10, 2024. 36 On September 11, 2024, the Company and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “GLXG”. Pursuant to the underwriting agreement with L. F.
In addition, relevant administration departments of each important industry and sector shall be responsible for formulating the rule of critical information infrastructure determination applicable to their respective industry or sector and determine the critical information infrastructure operators in their industry or sector. 66 Regulations Relating to PRC Taxation Enterprise Income Tax According to the Enterprise Income Tax Law of the PRC (the “EIT Law”) promulgated on March 16, 2007, effective on January 1, 2008, amended on February 24, 2017 and December 29, 2018 and the Implementation Rules of Enterprise Income Tax Law of the PRC (the “Implementation Rules”) effective on January 1, 2008 and amended on April 23, 2019, a uniform income tax rate of 25% for all enterprises in the PRC (including foreign-invested enterprises) and revoke many of the tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises since January 1, 2008.
In addition, relevant administration departments of each important industry and sector shall be responsible for formulating the rule of critical information infrastructure determination applicable to their respective industry or sector and determine the critical information infrastructure operators in their industry or sector. 67 Regulations Relating to PRC Taxation Enterprise Income Tax According to the Enterprise Income Tax Law of the PRC (the “EIT Law”) promulgated on March 16, 2007, effective on January 1, 2008, amended on February 24, 2017 and December 29, 2018 and the Implementation Rules of Enterprise Income Tax Law of the PRC (the “Implementation Rules”) effective on January 1, 2008 and amended on April 23, 2019, a uniform income tax rate of 25% for all enterprises in the PRC (including foreign-invested enterprises) and revoke many of the tax exemption, reduction and preferential treatments applicable to foreign-invested enterprises since January 1, 2008.
The Major In-country Partner During the year ended June 30, 2024 and up to the date of this report, we principally cooperated with the Major In-country Partner in the PRC, China-Key HR Outsourcing Co., Limited, which is an independent third party, on a non-exclusive basis to provide payroll outsourcing services and employment services in the PRC as our executive Directors consider that cooperating with the Major In-country Partner is an efficient way to minimize our business risks and legal risks, is cost-effective and is in the best interest of our Group, having taken into account the qualifications and quality of services provided by the Major In-country Partner and its subsidiaries (which are based in Shanghai, the PRC), the cost of engaging the Major In-country Partner and its subsidiaries and the local knowledge and support of the Major In-country Partner and its subsidiaries.
The Major In-country Partner During the year ended June 30, 2025 and up to the date of this report, we principally cooperated with the Major In-country Partner in the PRC, China-Key HR Outsourcing Co., Limited, which is an independent third party, on a non-exclusive basis to provide payroll outsourcing services and employment services in the PRC as our executive Directors consider that cooperating with the Major In-country Partner is an efficient way to minimize our business risks and legal risks, is cost-effective and is in the best interest of our Group, having taken into account the qualifications and quality of services provided by the Major In-country Partner and its subsidiaries (which are based in Shanghai, the PRC), the cost of engaging the Major In-country Partner and its subsidiaries and the local knowledge and support of the Major In-country Partner and its subsidiaries.
Upon incorporation of Melkweg BVI, on November 5, 2019, Melkweg BVI allotted and issued one share, one share and one share to Pine Mountain, Agapao Investment and JEAN Oceania at US$1.00 each respectively. The shares allotted and issued were credited as fully paid. 4. The subsidiaries of Melkweg BVI A.
Upon incorporation of Melkweg BVI, on November 5, 2019, Melkweg BVI allotted and issued one share, one share and one share to Pine Mountain, Agapao Investment and JEAN Oceania at US$1.00 each respectively. The shares allotted and issued were credited as fully paid. 34 4. The subsidiaries of Melkweg BVI A.
Our established relationships with such channel customers serve as solid foundation for our Group to pursue new business opportunities with them in the PRC. 38 Given the potential market growth in the PRC and the demand from our existing customers for services in the PRC, we plan to focus our expansion plan in the PRC.
Our established relationships with such channel customers serve as solid foundation for our Group to pursue new business opportunities with them in the PRC. Given the potential market growth in the PRC and the demand from our existing customers for services in the PRC, we plan to focus our expansion plan in the PRC.
Also, the PDPA provides that the processing of personal data may only be carried out if the data subject has given their unequivocal consent, or if the processing is necessary to the execution of contracts or contracts in which the data subject is a party or prior to the formation of the contract or declaration of negotiation will be made at his request, to the compliance with legal obligation to which the controller is subject, among others. 68 Further, in accordance with the PDPA, any processing of personal data wholly or partly by automatic means is generally subject to notification to the Office for Personal Data Protection of Macau (“GPDP”), which must be made in writing and within 8 days.
Also, the PDPA provides that the processing of personal data may only be carried out if the data subject has given their unequivocal consent, or if the processing is necessary to the execution of contracts or contracts in which the data subject is a party or prior to the formation of the contract or declaration of negotiation will be made at his request, to the compliance with legal obligation to which the controller is subject, among others. 69 Further, in accordance with the PDPA, any processing of personal data wholly or partly by automatic means is generally subject to notification to the Office for Personal Data Protection of Macau (“GPDP”), which must be made in writing and within 8 days.
Any employer who willfully and without reasonable excuse contravenes such requirement commits an offence and is liable on conviction to a maximum fine of HKD350,000 (US$44,809) and to imprisonment for three years. 56 Under section 24 of the EO, where a contract of employment has been completed, wages and any other sum payable in respect of his contract shall be due to him on the day of the completion of the contract and shall be paid as soon as is practicable but in any case not later than 7 days thereafter.
Any employer who willfully and without reasonable excuse contravenes such requirement commits an offence and is liable on conviction to a maximum fine of HKD350,000 (US$44,809) and to imprisonment for three years. 57 Under section 24 of the EO, where a contract of employment has been completed, wages and any other sum payable in respect of his contract shall be due to him on the day of the completion of the contract and shall be paid as soon as is practicable but in any case not later than 7 days thereafter.
Therefore, our Directors plan to provide payroll outsourcing services to new customers in the PRC directly without engaging in-country partners in the future, which is expected to increase our staff costs. 50 When providing our payroll outsourcing services and employment services in the PRC through our in-country partners, our Directors understood that our end-users were required to enter into separate service agreements with our in-country partners as required by local authorities and banks to establish contractual relationship between the in-country partners and the end-users so as to enable our in-country partners to complete the transactions for payment of salary, social security and housing provident funds on behalf of the end-users.
Therefore, our Directors plan to provide payroll outsourcing services to new customers in the PRC directly without engaging in-country partners in the future, which is expected to increase our staff costs. 51 When providing our payroll outsourcing services and employment services in the PRC through our in-country partners, our Directors understood that our end-users were required to enter into separate service agreements with our in-country partners as required by local authorities and banks to establish contractual relationship between the in-country partners and the end-users so as to enable our in-country partners to complete the transactions for payment of salary, social security and housing provident funds on behalf of the end-users.
As for an end-user, we require the end-user to provide us with its business registration certificate, certificate of incorporation, business license (for PRC company), tax registration certificate (for PRC company), housing provident funds records (for PRC company) and social security certificate (for PRC company) to verify the existence and validity of the entity. 42 Signing of agreement Once the background check is completed, we enter into a master service agreement with our channel customer that engages us for the first time which serves as a framework governing the services provided by our Group in the future for all end-users engaged through that channel customer.
As for an end-user, we require the end-user to provide us with its business registration certificate, certificate of incorporation, business license (for PRC company), tax registration certificate (for PRC company), housing provident funds records (for PRC company) and social security certificate (for PRC company) to verify the existence and validity of the entity. 43 Signing of agreement Once the background check is completed, we enter into a master service agreement with our channel customer that engages us for the first time which serves as a framework governing the services provided by our Group in the future for all end-users engaged through that channel customer.
The Foreign Investment Law and the Regulation apply the administrative system of pre-establishment national treatment plus negative list to foreign investment and clarify the state shall develop a catalogue of industries for encouraging foreign investment to specify the industries, fields, and regions where foreign investors are encouraged and directed to invest, which refers to the Catalogue of Industries for Guiding Foreign Investment Industries (amended in 2020). 63 Regulations Relating to Wholly Foreign-owned Enterprises The Company Law of the People’s Republic of China provides that companies established in the PRC may take the form of company of limited liability or company limited by shares.
The Foreign Investment Law and the Regulation apply the administrative system of pre-establishment national treatment plus negative list to foreign investment and clarify the state shall develop a catalogue of industries for encouraging foreign investment to specify the industries, fields, and regions where foreign investors are encouraged and directed to invest, which refers to the Catalogue of Industries for Guiding Foreign Investment Industries (amended in 2020). 64 Regulations Relating to Wholly Foreign-owned Enterprises The Company Law of the People’s Republic of China provides that companies established in the PRC may take the form of company of limited liability or company limited by shares.
The consideration for the acquisition was satisfied by: (a) the allotment and issue of 1,000 Shares to Pine Mountain, all credited as fully paid, for the acquisition from Pine Mountain; 35 (b) the allotment and issue of 1,000 Shares to Agapao Investment, all credited as fully paid, for the acquisition from Agapao Investment; and (c) the allotment and issue of 999 Shares to JEAN Oceania, all credited as fully paid, for the acquisition from JEAN Oceania.
The consideration for the acquisition was satisfied by: (a) the allotment and issue of 1,000 Shares to Pine Mountain, all credited as fully paid, for the acquisition from Pine Mountain; (b) the allotment and issue of 1,000 Shares to Agapao Investment, all credited as fully paid, for the acquisition from Agapao Investment; and (c) the allotment and issue of 999 Shares to JEAN Oceania, all credited as fully paid, for the acquisition from JEAN Oceania.
In this way, we would be able to provide flexible staffing solutions to our end-users for them to manage their staffing levels according to their business needs, while at the same time limit our potential financial exposures to our seconded employees should our end-users scale down their business or terminate their relationships with us. 47 During the employment period, the seconded employee remains as our Group’s or our in-country partner’s employee but works under the supervision or assignment of our end-user through secondment.
In this way, we would be able to provide flexible staffing solutions to our end-users for them to manage their staffing levels according to their business needs, while at the same time limit our potential financial exposures to our seconded employees should our end-users scale down their business or terminate their relationships with us. 48 During the employment period, the seconded employee remains as our Group’s or our in-country partner’s employee but works under the supervision or assignment of our end-user through secondment.
As with the First Conduct Rule, the Second Conduct Rule also applies even if the undertaking engaging in the conduct is outside of Hong Kong or the conduct is engaged in outside of Hong Kong. 61 Where a person has contravened or been involved in contravention of a competition rule, the Competition Tribunal may impose a pecuniary penalty and make all or any of the orders specified in Schedule 3 of the Competition Ordinance which it considers appropriate, such as, awards of damages, disposal of operations, declare agreements to be void, etc.
As with the First Conduct Rule, the Second Conduct Rule also applies even if the undertaking engaging in the conduct is outside of Hong Kong or the conduct is engaged in outside of Hong Kong. 62 Where a person has contravened or been involved in contravention of a competition rule, the Competition Tribunal may impose a pecuniary penalty and make all or any of the orders specified in Schedule 3 of the Competition Ordinance which it considers appropriate, such as, awards of damages, disposal of operations, declare agreements to be void, etc.
Some of our contracts with customers regarding provision of human resources services governed by the PRC law are mandate contracts under the Civil Code. 64 Pursuant to the Implementing Measures for Labor Dispatch Administrative Licensing, which was promulgated by MOHRSS on June 20, 2013 and became effective on July 1, 2013, to engage in labor dispatch business, an applicant shall apply for administrative licensing in accordance with the law to the competent administrative department of human resources and social security at its domicile.
Some of our contracts with customers regarding provision of human resources services governed by the PRC law are mandate contracts under the Civil Code. 65 Pursuant to the Implementing Measures for Labor Dispatch Administrative Licensing, which was promulgated by MOHRSS on June 20, 2013 and became effective on July 1, 2013, to engage in labor dispatch business, an applicant shall apply for administrative licensing in accordance with the law to the competent administrative department of human resources and social security at its domicile.
The regulations governing overseas Chinese investment and remittance shall apply mutatis mutandis to investment in the Taiwan Area by the Hong Kong or Macau Residents referred to in Article 4, Paragraph 3, of this Act. ” Pursuant to the aforesaid provision, the Ministry of Economic Affairs reviews the investment from Hong Kong or Macau in accordance with the Statute for Investment by Foreign Nationals (“Foreign Investment Statute”). 72 The Foreign Investment Statute sets forth the following: (1) The investor is prohibited from investing in the following industries (“Prohibited Items”): 1.
The regulations governing overseas Chinese investment and remittance shall apply mutatis mutandis to investment in the Taiwan Area by the Hong Kong or Macau Residents referred to in Article 4, Paragraph 3, of this Act. ” Pursuant to the aforesaid provision, the Ministry of Economic Affairs reviews the investment from Hong Kong or Macau in accordance with the Statute for Investment by Foreign Nationals (“Foreign Investment Statute”). 73 The Foreign Investment Statute sets forth the following: (1) The investor is prohibited from investing in the following industries (“Prohibited Items”): 1.
Pursuant to the Regulations on the Administration of Housing Provident Fund effective on April 3, 1999, as amended on March 24, 2002 and March 24, 2019, a unit (including a foreign investment enterprise) shall undertake the registration with the administrative center of housing provident funds and pay the funds for their staff. 65 On July 20, 2018, the General Office of the Communist Party of China and the General Office of the State Council issued the Tax Reform Plan on Reforming the State and Local Tax Collection and Administration Systems, or the Tax Reform Plan.
Pursuant to the Regulations on the Administration of Housing Provident Fund effective on April 3, 1999, as amended on March 24, 2002 and March 24, 2019, a unit (including a foreign investment enterprise) shall undertake the registration with the administrative center of housing provident funds and pay the funds for their staff. 66 On July 20, 2018, the General Office of the Communist Party of China and the General Office of the State Council issued the Tax Reform Plan on Reforming the State and Local Tax Collection and Administration Systems, or the Tax Reform Plan.
Business Overview Overview We are a holding company incorporated in the British Virgin Islands with most of our operations conducted by the Operating Entities in Hong Kong, Taiwan, Macau and the PRC.
B. Business Overview Overview We are a holding company incorporated in the British Virgin Islands with most of our operations conducted by the Operating Entities in Hong Kong, Taiwan, Macau and the PRC.
Galaxy HR (TW) began to provide the employment services in Taiwan starting from July 1, 2020. 45 Reasons for procuring our employment services During the years ended June 30, 2024, 2023 and 2022, the reasons for our end-users to engage us for employment services instead of directly employing candidates themselves mainly include: (i) our employment services take over the role of human resources function in enterprises and cover not only payroll matters but also making the necessary filings when new employees join and existing employees depart and keeping record of employees’ entitlements; (ii) end-users facing internal headcount restrictions may not be able to hire employees directly and we are able to employ candidates for our end-users as their employer of record to support our end-users’ business operation; (iii) end-users do not have a branch office at a particular region and therefore do not have an entity to enter into employment contracts with candidates, thus require our employment services; and (iv) end-users make use of our employment services for short-term contingent labor support.
Galaxy HR (TW) began to provide the employment services in Taiwan starting from July 1, 2020. 46 Reasons for procuring our employment services During the years ended June 30, 2025, 2024 and 2023, the reasons for our end-users to engage us for employment services instead of directly employing candidates themselves mainly include: (i) our employment services take over the role of human resources function in enterprises and cover not only payroll matters but also making the necessary filings when new employees join and existing employees depart and keeping record of employees’ entitlements; (ii) end-users facing internal headcount restrictions may not be able to hire employees directly and we are able to employ candidates for our end-users as their employer of record to support our end-users’ business operation; (iii) end-users do not have a branch office at a particular region and therefore do not have an entity to enter into employment contracts with candidates, thus require our employment services; and (iv) end-users make use of our employment services for short-term contingent labor support.
The managerial officer , liquidator or temporary manager of a company, the promoter, supervisor, inspector, reorganizer or Reorganization supervisor of a company limited by shares acting within the scope of their duties, are also responsible persons of a company .” 70 To summarize, in the case of a company limited by shares, its directors and managerial officers are included in the definition of “responsible person” and thus are liable should they, in the course of conducting business, violate any provisions that cause damage to other persons.
The managerial officer , liquidator or temporary manager of a company, the promoter, supervisor, inspector, reorganizer or Reorganization supervisor of a company limited by shares acting within the scope of their duties, are also responsible persons of a company .” 71 To summarize, in the case of a company limited by shares, its directors and managerial officers are included in the definition of “responsible person” and thus are liable should they, in the course of conducting business, violate any provisions that cause damage to other persons.
Our Directors confirmed that all of our seconded employees have been remunerated in accordance with their contracts with us or our in-country partners and the relevant laws and regulations in Hong Kong, the PRC, Japan, Taiwan, Macau, Australia or other Asian countries (as the case may be) during the years ended June 30, 2024, 2023 and 2022, and up to the date of this report had been complied with.
Our Directors confirmed that all of our seconded employees have been remunerated in accordance with their contracts with us or our in-country partners and the relevant laws and regulations in Hong Kong, the PRC, Japan, Taiwan, Macau, Australia or other Asian countries (as the case may be) during the years ended June 30, 2025, 2024 and 2023, and up to the date of this report had been complied with.
Our Directors consider that the demands for our payroll outsourcing services and employment services are generally not subject to seasonality. 48 CUSTOMERS Our customers are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and employment-related matters for their branch offices in different regions; and (ii) end-users which are mainly multinational companies/organizations that outsource their payroll or employment functions to us directly.
Our Directors consider that the demands for our payroll outsourcing services and employment services are generally not subject to seasonality. 49 CUSTOMERS Our customers are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and employment-related matters for their branch offices in different regions; and (ii) end-users which are mainly multinational companies/organizations that outsource their payroll or employment functions to us directly.
We had obtained all requisite licenses, permits and approvals for our business operations in Hong Kong including the business registration certificates and the employment agency license, and we are not required to obtain any industry-specific license, permit and approval for our provision of payroll outsourcing services in Hong Kong, and based on management belief, we are not required to obtain any industry-specific license, permit and approval for our provision of payroll outsourcing services in Taiwan and Macau and our provision of employment services in Taiwan during the years ended June 30, 2024, 2023 and 2022.
We had obtained all requisite licenses, permits and approvals for our business operations in Hong Kong including the business registration certificates and the employment agency license, and we are not required to obtain any industry-specific license, permit and approval for our provision of payroll outsourcing services in Hong Kong, and based on management belief, we are not required to obtain any industry-specific license, permit and approval for our provision of payroll outsourcing services in Taiwan and Macau and our provision of employment services in Taiwan during the years ended June 30, 2025, 2024 and 2023.
A director who authorized the payment of an unlawful dividend in breach of his duty may be liable to repay to the company under the common law. 62 LAWS AND REGULATIONS RELATING TO OUR BUSINESS IN THE PRC Regulations Relating to Incorporation, Operation and Management of Corporate Entities We conduct business in China through our wholly-owned PRC subsidiary, Galaxy HR (SZ), which falls within the definition of wholly foreign-owned enterprise under PRC laws.
A director who authorized the payment of an unlawful dividend in breach of his duty may be liable to repay to the company under the common law. 63 LAWS AND REGULATIONS RELATING TO OUR BUSINESS IN THE PRC Regulations Relating to Incorporation, Operation and Management of Corporate Entities We conduct business in China through our wholly-owned PRC subsidiary, Galaxy HR (SZ), which falls within the definition of wholly foreign-owned enterprise under PRC laws.
The above share transfer was legally completed and settled on January 10, 2020. 34 B. Galaxy Payroll (TW) and Galaxy HR (TW) Galaxy HR (TW) is a direct wholly-owned subsidiary of Galaxy Payroll (TW).
The above share transfer was legally completed and settled on January 10, 2020. B. Galaxy Payroll (TW) and Galaxy HR (TW) Galaxy HR (TW) is a direct wholly-owned subsidiary of Galaxy Payroll (TW).
Our management team constantly keeps contact with our customers and end-users through emails, telephone calls and physical meetings. During the years ended June 30, 2024, 2023 and 2022, the management team also participated in events to gain exposure to potential new customers. We fully appreciate the maintenance of long-term business relationships and place great emphasis on customer satisfaction.
Our management team constantly keeps contact with our customers and end-users through emails, telephone calls and physical meetings. During the years ended June 30, 2025, 2024 and 2023, the management team also participated in events to gain exposure to potential new customers. We fully appreciate the maintenance of long-term business relationships and place great emphasis on customer satisfaction.
Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence, and shall be liable to a fine of HKD5,000 (US$640) and to imprisonment for one year. 58 Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) The Inland Revenue Ordinance (the “IRO”) imposes a tax on property, earnings and profits in Hong Kong.
Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence, and shall be liable to a fine of HKD5,000 (US$640) and to imprisonment for one year. 59 Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) The Inland Revenue Ordinance (the “IRO”) imposes a tax on property, earnings and profits in Hong Kong.
During the years ended June 30, 2024, 2023 and 2022, our revenue was mainly derived from channel customers. To successfully implement our strategy in expanding our business for our long-term sustainability and growth, it is important for us to enhance customers’ awareness of our Group and services among direct end-users while maintaining our relationships with channel customers concurrently.
During the years ended June 30, 2025, 2024 and 2023, our revenue was mainly derived from channel customers. To successfully implement our strategy in expanding our business for our long-term sustainability and growth, it is important for us to enhance customers’ awareness of our Group and services among direct end-users while maintaining our relationships with channel customers concurrently.
As confirmed by our Directors, during the years ended June 30, 2024, 2023 and 2022, our Group provided employment services in the PRC through our in-country partners for certain overseas end-users which did not have business entities in the PRC and were unable to hire any personnel in the PRC on their own in the absence of a PRC entity.
As confirmed by our Directors, during the years ended June 30, 2025, 2024 and 2023, our Group provided employment services in the PRC through our in-country partners for certain overseas end-users which did not have business entities in the PRC and were unable to hire any personnel in the PRC on their own in the absence of a PRC entity.
As such We intend to enhance our IT system to support our business expansion and increase our operational efficiency by engaging a third-party system developer to (i) develop an ERP system to consolidate the workflows of our payroll operation; and (ii) enhance the security level of our IT system. 39 OUR BUSINESS OPERATIONS We provide in-country payroll outsourcing services and employment services to our customers from diversified industries.
As such We intend to enhance our IT system to support our business expansion and increase our operational efficiency by engaging a third-party system developer to (i) develop an ERP system to consolidate the workflows of our payroll operation; and (ii) enhance the security level of our IT system. 40 OUR BUSINESS OPERATIONS We provide in-country payroll outsourcing services and employment services to our customers from diversified industries.
During the years ended June 30, 2024, 2023 and 2022, our Group did not receive any query or investigation from relevant government authorities in relation to our end-users’ MPF, social security, housing provident funds and individual income tax. For services provided by our Group directly, our Group will be responsible for handling the queries.
During the years ended June 30, 2025, 2024 and 2023, our Group did not receive any query or investigation from relevant government authorities in relation to our end-users’ MPF, social security, housing provident funds and individual income tax. For services provided by our Group directly, our Group will be responsible for handling the queries.
During the years ended June 30, 2024, 2023, 2022 and up to the date of this report, we provides employment services in the PRC through our in-country partners even though our PRC subsidiary is capable of providing employment services directly as seconded employees’ employer of record after obtaining the Labor Dispatch Permit on January 24, 2019 in PRC.
During the years ended June 30, 2025, 2024, 2023 and up to the date of this report, we provides employment services in the PRC through our in-country partners even though our PRC subsidiary is capable of providing employment services directly as seconded employees’ employer of record after obtaining the Labor Dispatch Permit on January 24, 2019 in PRC.
Our division managers are responsible for the day-to-day monitoring of work quality, progress of our client account managers and manage and train staff on delivery of services. Our Directors confirmed that, during the years ended June 30, 2024, 2023 and 2022, there were no material complaints made against us by our customers and end-users.
Our division managers are responsible for the day-to-day monitoring of work quality, progress of our client account managers and manage and train staff on delivery of services. Our Directors confirmed that, during the years ended June 30, 2025, 2024 and 2023, there were no material complaints made against us by our customers and end-users.
Apart from the above, we also provide trainings to our employees and senior officers and encourage reporting of violations so as to reduce the risks of money laundering among our Group. APPROVALS, LICENCES AND PERMITS During the years ended June 30, 2024, 2023 and 2022, we had obtained all requisite licenses, permits and approvals for our business operation.
Apart from the above, we also provide trainings to our employees and senior officers and encourage reporting of violations so as to reduce the risks of money laundering among our Group. APPROVALS, LICENCES AND PERMITS During the years ended June 30, 2025, 2024 and 2023, we had obtained all requisite licenses, permits and approvals for our business operation.
For services provided through our in-country partners, such queries will be handled by our in-country partners. 44 Post-completion record keeping After dispatch of funds to our end-user’s employees, a payment proof will be obtained. We will then file the final payroll report, invoice, payment proof and any other reports to our server for record keeping.
For services provided through our in-country partners, such queries will be handled by our in-country partners. 45 Post-completion record keeping After dispatch of funds to our end-user’s employees, a payment proof will be obtained. We will then file the final payroll report, invoice, payment proof and any other reports to our server for record keeping.
Our employees are also required to back up their important files on a regular basis to the cloud storage which is centralized for local backup purpose. 54 Anti-money laundering Due to the business nature of the provision of payroll outsourcing services and employment services, our Group may become vulnerable to money laundering.
Our employees are also required to back up their important files on a regular basis to the cloud storage which is centralized for local backup purpose. 55 Anti-money laundering Due to the business nature of the provision of payroll outsourcing services and employment services, our Group may become vulnerable to money laundering.
The Provisional Regulations on VAT was promulgated by the State Council on December 13, 1993 which became effective on January 1, 1994 and subsequently amended on November 10, 2008, February 6, 2016 and November 19, 2017. Pursuant to the Provisional Regulations on VAT and its implementation rules, VAT payable is calculated as “output VAT ” minus “input VAT.
The Provisional Regulations on VAT was promulgated by the State Council on December 13, 1993 which became effective on January 1, 1994 and subsequently amended on November 10, 2008, February 6, 2016 and November 19, 2017. Pursuant to the Provisional Regulations on VAT and its implementation rules, VAT payable is calculated as “output VAT” minus “input VAT.
Our management team considers that our service fees charged is in line with the industry norm in the payroll outsourcing service industry and employment service industry. SALES AND MARKETING During the years ended June 30, 2024, 2023 and 2022, our revenue was mainly derived from channel customers, and our business opportunities mainly arose from our existing channel customers’ referral.
Our management team considers that our service fees charged is in line with the industry norm in the payroll outsourcing service industry and employment service industry. SALES AND MARKETING During the years ended June 30, 2025, 2024 and 2023, our revenue was mainly derived from channel customers, and our business opportunities mainly arose from our existing channel customers’ referral.
We also promote our corporate profile and services through participating in marketing events, such as human resources forum, and through the internet, which connects our Group with potential customers. During the years ended June 30, 2024, 2023 and 2022, there were customers approaching our Group through the internet after reviewing our profile on our website.
We also promote our corporate profile and services through participating in marketing events, such as human resources forum, and through the internet, which connects our Group with potential customers. During the years ended June 30, 2025, 2024 and 2023, there were customers approaching our Group through the internet after reviewing our profile on our website.
For payment of service fees, we generally require our customers to settle the payment within 30 to 90 days from the date of invoice. During the years ended June 30, 2024, 2023 and 2022, our customers or end users generally settled our invoices for payroll funds before dispatch of salary to the end-users’ employees.
For payment of service fees, we generally require our customers to settle the payment within 30 to 90 days from the date of invoice. During the years ended June 30, 2025, 2024 and 2023, our customers or end users generally settled our invoices for payroll funds before dispatch of salary to the end-users’ employees.
Seconded employees During the years ended June 30, 2024, 2023 and 2022, our seconded employees were seconded to work in the PRC, Hong Kong, Japan, Taiwan, Macau, Australia and other Asian countries for our end-users. We and our in-country partners have adopted standard forms of employment contracts for our seconded employees.
Seconded employees During the years ended June 30, 2025, 2024 and 2023, our seconded employees were seconded to work in the PRC, Hong Kong, Japan, Taiwan, Macau, Australia and other Asian countries for our end-users. We and our in-country partners have adopted standard forms of employment contracts for our seconded employees.
Over the years ended June 30, 2024, 2023 and 2022, we had solid business relationship with global channels in the payroll outsourcing service market and employment service market. Once business relationship with our channel customers is developed, we normally have steady flow of business from end-users through our channel customers.
Over the years ended June 30, 2025, 2024 and 2023, we had solid business relationship with global channels in the payroll outsourcing service market and employment service market. Once business relationship with our channel customers is developed, we normally have steady flow of business from end-users through our channel customers.
The table below sets out our customers, scope of services, geographical locations of the employees or seconded employees and service fees charged by our Group under each business during the years ended June 30, 2024, 2023 and 2022: Business Customers Scope of Services Service fees Payroll outsourcing services (i) Channels; and (ii) end-users.
The table below sets out our customers, scope of services, geographical locations of the employees or seconded employees and service fees charged by our Group under each business during the years ended June 30, 2025, 2024 and 2023: Business Customers Scope of Services Service fees Payroll outsourcing services (i) Channels; and (ii) end-users.
For employment services, a majority of our end-users during the years ended June 30, 2024, 2023 and 2022 engaged in the IT, retail and trading, industrial, professional institution and education and healthcare industries. We have established stable business relationships with our major customers.
For employment services, a majority of our end-users during the years ended June 30, 2025, 2024 and 2023 engaged in the IT, retail and trading, industrial, professional institution and education and healthcare industries. We have established stable business relationships with our major customers.
We are a payroll outsourcing service, employment service and consultancy and market research service provider based in Hong Kong, providing services to our customers which are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and/or employment-related matters for their branch offices in different regions; (ii) end-users which are mainly multinational companies/organizations that outsource their payroll and/or employment functions to us directly; and (iii) end-users consult us for their future expansion worldwide.
We are a payroll outsourcing service and employment service provider based in Hong Kong, providing services to our customers which are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and/or employment-related matters for their branch offices in different regions; (ii) end-users which are mainly multinational companies/organizations that outsource their payroll and/or employment functions to us directly; and (iii) end-users consult us for their future expansion worldwide.
We have more than seven years of experience in the payroll outsourcing services and employment services industries and our success is attributable to our experienced and strong management team. Each of our executive officers, Mr. Lao, Mr. But and Mr. Yeung, has accumulated over 15 years of experience in the payroll outsourcing service industry and employment service industry.
We have more than seven years of experience in the payroll outsourcing services and employment services industries and our success is attributable to our experienced and strong management team. Each of our executive officers, Mr. Lao, Mr. But and Mr. Yeung, has accumulated over 16 years of experience in the payroll outsourcing service industry and employment service industry.
During the years ended June 30, 2024, 2023 and 2022, end-users of our services included mainly multinational companies/organizations engaging in a wide variety of industries. For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2024, 2023 and 2022 engaged in the retail and trading, industrial, IT, financial and professional services industries.
During the years ended June 30, 2025, 2024 and 2023, end-users of our services included mainly multinational companies/organizations engaging in a wide variety of industries. For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2025, 2024 and 2023 engaged in the retail and trading, industrial, IT, financial and professional services industries.
The Major In-country Partner charged our Group at a fixed fee per seconded employee during the years ended June 30, 2024, 2023 and 2022. We are generally required to settle the service fees on the 15th day of a month.
The Major In-country Partner charged our Group at a fixed fee per seconded employee during the years ended June 30, 2025, 2024 and 2023. We are generally required to settle the service fees on the 15th day of a month.
During years ended June 30, 2024, 2023 and 2022, end-users of our services included mainly multinational companies/engaging in a wide variety of industries. For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2024, 2023 and 2022 engaged in the retail and trading, industrial, IT, financial and professional services industries.
During the years ended June 30, 2025, 2024 and 2023, end-users of our services included mainly multinational companies/engaging in a wide variety of industries. For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2025, 2024 and 2023 engaged in the retail and trading, industrial, IT, financial and professional services industries.
We will then calculate the monthly salaries and other pay items for the employees through our IT system. 43 Generation of payroll report and bank file After updating the particulars on the IT system, we will calculate the amount to be paid to each employee of our end-user through the system.
We will then calculate the monthly salaries and other pay items for the employees through our IT system. 44 Generation of payroll report and bank file After updating the particulars on the IT system, we will calculate the amount to be paid to each employee of our end-user through the system.
Service fees of our employment services The basic service fees of our employment services are generally calculated based on an agreed percentage of the seconded employee’s monthly remuneration package at the currency which the remuneration is paid during the years ended June 30, 2024, 2023 and 2022.
Service fees of our employment services The basic service fees of our employment services are generally calculated based on an agreed percentage of the seconded employee’s monthly remuneration package at the currency which the remuneration is paid during the years ended June 30, 2025, 2024 and 2023.
Service fees of our payroll outsourcing services The service fees of our payroll outsourcing services are generally calculated based on a fixed amount per employee per month during the years ended June 30, 2024, 2023 and 2022 subject to a fixed amount of minimum charge per end-user per month.
Service fees of our payroll outsourcing services The service fees of our payroll outsourcing services are generally calculated based on a fixed amount per employee per month during the years ended June 30, 2025, 2024 and 2023 subject to a fixed amount of minimum charge per end-user per month.
HEALTH AND WORK SAFETY MATTERS Our Directors believe that our business operation does not involve substantial risks relating to health and work safety matters. 51 In view of the outbreak of COVID-19, our Group has formulated our business contingency plan (“BCP”) in February 2020.
HEALTH AND WORK SAFETY MATTERS Our Directors believe that our business operation does not involve substantial risks relating to health and work safety matters. 52 In view of the outbreak of COVID-19, our Group has formulated our business contingency plan (“BCP”) in February 2020.
Country Trademark Application Date Application Number Classes Status Hong Kong August 10, 2022 306032943 35 Approved As of the date of this report, our Group had registered the following domain names: Domain name Registrant Expiry date www.galaxy-hk.com Galaxy Payroll (HK) February 15, 2025 www.huagaobao.cn Galaxy HR (SZ) May 17, 2025 www.galaxy-hk.cn Galaxy HR (SZ) April 14, 2025 As of the date of this report, we were not aware of any dispute or infringement by (i) us of any intellectual property rights owned by third parties; or (ii) any third parties of any intellectual property rights owned or being applied by us. 53 MARKET AND COMPETITION The payroll outsourcing service industry and employment service industry in the PRC and Hong Kong are highly fragmented and competitive with various market participants.
Country Trademark Application Date Application Number Classes Status Hong Kong August 10, 2022 306032943 35 Approved As of the date of this report, our Group had registered the following domain names: Domain name Registrant Expiry date www.galaxy-hk.com Galaxy Payroll (HK) February 15, 2027 www.huagaobao.cn Galaxy HR (SZ) May 17, 2026 www.galaxy-hk.cn Galaxy HR (SZ) April 14, 2026 As of the date of this report, we were not aware of any dispute or infringement by (i) us of any intellectual property rights owned by third parties; or (ii) any third parties of any intellectual property rights owned or being applied by us. 54 MARKET AND COMPETITION The payroll outsourcing service industry and employment service industry in the PRC and Hong Kong are highly fragmented and competitive with various market participants.
Our Directors considered that the percentage of in-country partner costs attributable to the in-country partners to the total revenue derived from the in-country partner for employment services during the years ended June 30, 2024, 2023 and 2022 to be relatively low.
Our Directors considered that the percentage of in-country partner costs attributable to the in-country partners to the total revenue derived from the in-country partner for employment services during the years ended June 30, 2025, 2024 and 2023 to be relatively low.
Our channels Channels are global human resources service providers engaged by companies/organizations to handle payroll and employment-related matters for their branch offices in different regions. 41 Our end-users During the years ended June 30, 2024, 2023 and 2022, we served end-users (both direct and through channels) from different industries for payroll outsourcing services and we served employees of our end-users (both direct and through channels) engaging us for payroll outsourcing services were located in the PRC, Hong Kong, Taiwan, Macau and other Asian countries.
Our channels Channels are global human resources service providers engaged by companies/organizations to handle payroll and employment-related matters for their branch offices in different regions. 42 Our end-users During the years ended June 30, 2025, 2024 and 2023, we served end-users (both direct and through channels) from different industries for payroll outsourcing services and we served employees of our end-users (both direct and through channels) engaging us for payroll outsourcing services were located in the PRC, Hong Kong, Taiwan, Macau and other Asian countries.
For employment services, a majority of our end-users during the years ended June 30, 2024, 2023 and 2022 engaged in the IT, retail and trading, industrial, professional institution and education and healthcare industries.
For employment services, a majority of our end-users during the years ended June 30, 2025, 2024 and 2023 engaged in the IT, retail and trading, industrial, professional institution and education and healthcare industries.
For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2024, 2023 and 2022 engaged in the retail and trading, industrial, IT, financial and professional services industries.
For payroll outsourcing services, a majority of our end-users during the years ended June 30, 2025, 2024 and 2023 engaged in the retail and trading, industrial, IT, financial and professional services industries.
Lafferty & Co., Inc. fully exercised the over-allotment option for the IPO, acquiring 262,500 Ordinary Shares at a price of $4.00 per share and the Company completed the exercise of over-allotment option. 36 B.
Lafferty & Co., Inc. fully exercised the over-allotment option for the IPO, acquiring 262,500 Ordinary Shares at a price of $4.00 per share and the Company completed the exercise of over-allotment option.
During the years ended June 30, 2024, 2023 and 2022, our Group did not adjust our pricing schedule for our payroll outsourcing services with our customers. Employment services (i) Channels; and (ii) end-users.
During the years ended June 30, 2025, 2024 and 2023, our Group did not adjust our pricing schedule for our payroll outsourcing services with our customers. Employment services (i) Channels; and (ii) end-users.
During the years ended June 30, 2024, 2023 and 2022, our customers generally settled our invoices for service fees within the credit period granted by us which was within 30 to 90 days.
During the years ended June 30, 2025, 2024 and 2023, our customers generally settled our invoices for service fees within the credit period granted by us which was within 30 to 90 days.
Upon completion of the said transfers, the entire issued share capital of Galaxy Payroll (HK) was owned by Galaxy (Seychelles). Galaxy Payroll (HK) principally engages in the provision of payroll outsourcing services, employment services and consultancy and market research services in Hong Kong. As part of the Reorganization, Galaxy Payroll (HK) becomes an indirect wholly-owned subsidiary of our Company.
Upon completion of the said transfers, the entire issued share capital of Galaxy Payroll (HK) was owned by Galaxy (Seychelles). Galaxy Payroll (HK) principally engages in the provision of payroll outsourcing services and employment services in Hong Kong. As part of the Reorganization, Galaxy Payroll (HK) becomes an indirect wholly-owned subsidiary of our Company.
Upon completion of the said transfer, the entire issued share capital of Galaxy Payroll (HK) was owned by Galaxy (Seychelles). Galaxy GEO Services principally engages in the provision of employment services in Hong Kong through acting as employers of record of the seconded employees of our end-users.
Upon completion of the said transfer, the entire issued share capital of Galaxy Payroll (HK) was owned by Galaxy (Seychelles). Galaxy Solutions Partner principally engages in the provision of employment services in Hong Kong through acting as employers of record of the seconded employees of our end-users.
Our Directors considered that, during the years ended June 30, 2024, 2023 and 2022, the service fees charged by the Major In-country Partner were determined on an arm’s length basis and on normal commercial terms, and the service fees charged to our Group were comparable to those charged by other entities providing similar services. 49 Other in-country partners Apart from cooperating with the Major In-country Partner, we also, to a much lesser extent, cooperated, on a non-exclusive basis, with seven other in-country partners in the PRC, one in-country partner in Japan, one in-country partner in Taiwan, Thailand and Malaysia, one in-country partner in Australia, one in-country partner in India and Bangladesh, one in-country partner in Indonesia, one in-country partner in Singapore, one in-country partner in Vietnam, one in-country partner in Hong Kong and one in-country partner in Thailand.
Our Directors considered that, during the years ended June 30, 2025, 2024 and 2023, the service fees charged by the Major In-country Partner were determined on an arm’s length basis and on normal commercial terms, and the service fees charged to our Group were comparable to those charged by other entities providing similar services. 50 Other in-country partners Apart from cooperating with the Major In-country Partner, we also, to a much lesser extent, cooperated, on a non-exclusive basis, with seven other in-country partners in the PRC, one in-country partner in Japan, one in-country partner in Taiwan, Thailand and Malaysia, one in-country partner in Australia, one in-country partner in India and Bangladesh, one in-country partner in Indonesia, five in-country partner in Singapore, one in-country partner in Vietnam, one in-country partner in Hong Kong, one in-country partner in Italy and one in-country partner in Thailand.
As of the date of this report, we had obtained the following license which is relevant to our business operation in the PRC : Group member License Issuing authority Commencement date Expiry date Galaxy HR (SZ) Labor Dispatch Operation Permit Human Resources Bureau of Futian District, Shenzhen January 24, 2019 January 23, 2025* Labor Dispatch Operation Permit has a term of three years.
As of the date of this report, we had obtained the following license which is relevant to our business operation in the PRC: Group member License Issuing authority Commencement date Expiry date Galaxy HR (SZ) Labor Dispatch Operation Permit Human Resources Bureau of Futian District, Shenzhen January 24, 2019 January 8, 2028* Labor Dispatch Operation Permit has a term of three years.
During the years ended June 30, 2024, 2023 and 2022, we did not adjust our pricing schedule for our payroll outsourcing services with our customers.
During the years ended June 30, 2025, 2024 and 2023, we did not adjust our pricing schedule for our payroll outsourcing services with our customers.
As part of the Reorganization, Galaxy GEO Services becomes an indirect wholly-owned subsidiary of our Company. Please refer to “Reorganization” below in this section for further details. Galaxy Payroll (China) Galaxy Payroll (China) was incorporated in Hong Kong on October 24, 2017 as a private company limited by shares.
As part of the Reorganization, Galaxy Solutions Partner becomes an indirect wholly-owned subsidiary of our Company. Please refer to “Reorganization” below in this section for further details. Galaxy Payroll (China) Galaxy Payroll (China) was incorporated in Hong Kong on October 24, 2017 as a private company limited by shares.
During the years ended June 30, 2024, 2023 and 2022, we did not adjust our service fees for employment services with our customers. 46 When providing our services, we may accept payment at a currency that is different from the currency which the remuneration is paid to the seconded employees.
During the years ended June 30, 2025, 2024 and 2023, we did not adjust our service fees for employment services with our customers. 47 When providing our services, we may accept payment at a currency that is different from the currency which the remuneration is paid to the seconded employees.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The following table presented the Group’s revenues disaggregated by service line and geographic location of the employees of our customers for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2024 2024 Change Change Revenues HKD HKD US$ HKD % Hong Kong $ 602,599 $ 657,460 $ 84,200 $ 54,861 9 % Macau 277,889 103,844 13,299 (174,045 ) -63 % PRC 10,550,194 7,193,462 921,258 (3,356,732 ) -32 % Taiwan 1,703,697 4,164,541 533,348 2,460,844 144 % Japan 699,535 7,766 995 (691,769 ) -99 % Australia 132,354 43,757 5,604 (88,597 ) -67 % Thailand 40,738 112,902 14,459 72,164 177 % Malaysia 37,928 - - (37,928 ) -100 % Vietnam 60,850 43,103 5,520 (17,747 ) -29 % India 79,809 6,251 801 (73,558 ) -92 % Indonesia 195,607 28,442 3,643 (167,165 ) -85 % Philippines 62,901 33,098 4,239 (29,803 ) -47 % Bangladesh 36,391 42,995 5,506 6,604 18 % Singapore 4,948 65,657 8,409 60,709 1227 % South Korea - 25,841 3,309 25,841 N/A Total employment services 14,485,440 12,529,119 1,604,590 (1,956,321 ) -14 % Hong Kong 842,269 874,768 112,030 32,499 4 % Macau 682,743 459,939 58,904 (222,804 ) -33 % PRC 15,378,972 15,973,129 2,045,660 594,157 4 % Taiwan - 189,707 24,296 189,707 N/A India 77,249 98,290 12,588 21,041 27 % Total payroll outsourcing services 16,981,233 17,595,833 2,253,478 614,600 4 % Total revenues $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % 88 The following table presented the Group’ revenues disaggregated by the timing of revenue recognition for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2024 2024 Change Change HKD HKD US$ HKD % Services transferred over time $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % Total revenues $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % The following table presented the Group’s number of payroll transactions disaggregated by service lines and geographic markets for the years ended June 30, 2024 and 2023: For the years ended June 30 Number of payroll transactions 2023 2024 Change Change Hong Kong 62 91 29 47 % Macau 60 30 (30 ) -50 % PRC 861 765 (96 ) -11 % Taiwan 207 713 506 244 % Japan 26 2 (24 ) -92 % Australia 7 1 (6 ) -86 % Thailand 3 11 8 267 % Malaysia 2 - (2 ) -100 % Vietnam 5 8 3 60 % India 12 1 (11 ) -92 % Indonesia 25 5 (20 ) -80 % Philippines 8 12 4 50 % Bangladesh 8 11 3 38 % Singapore 1 12 11 1100 % South Korea - 3 3 N/A Total employment services 1,287 1,665 378 29 % Hong Kong 1,396 1,321 (75 ) -5 % Macau 1,693 726 (967 ) -57 % PRC 62,199 97,005 34,806 56 % Taiwan - 506 506 N/A India 142 216 74 52 % Total payroll outsourcing services 65,430 99,774 34,344 52 % Total number of payroll transactions 66,717 101,439 34,722 52 % 89 The following table presented the Group’s number of customers disaggregated by service lines and the respective revenue contribution to the Group for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2023 2024 2024 2024 Change Change Number of Customer Revenue (HKD) Number of Customer Revenue (HKD) Revenue (US$) Revenue (HKD) Revenue (%) Direct End-users 36 $ 4,585,505 36 $ 7,563,676 $ 968,671 $ 2,978,171 65 % Indirect end-users referred by the channels 35 9,899,935 22 4,965,443 635,919 (4,934,492 ) -50 % Total employment services 71 14,485,440 58 12,529,119 1,604,590 (1,956,321 ) -14 % End-users 38 3,592,075 42 3,370,482 431,654 (221,593 ) -6 % Indirect end-users referred by the channels 109 13,389,158 114 14,225,351 1,821,824 836,193 6 % Total payroll outsourcing services 147 16,981,233 156 17,595,833 2,253,478 614,600 4 % Total 218 $ 31,466,673 214 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % Total number of customers decreased by 4 (from 218 to 214), total revenues of the Group decreased by HKD1,341,721 or -4% to HKD30,124,952 (US$3,858,068) for the year ended June 30, 2024 from HKD31,466,673 for the year ended June 30, 2023.
The following table presented the Group’s revenues disaggregated by service line and geographic location of the employees of our customers for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2024 2024 Change Change Revenues HKD HKD US$ HKD % Hong Kong $ 602,599 $ 657,460 $ 84,200 $ 54,861 9 % Macau 277,889 103,844 13,299 (174,045 ) -63 % PRC 10,550,194 7,193,462 921,258 (3,356,732 ) -32 % Taiwan 1,703,697 4,164,541 533,348 2,460,844 144 % Japan 699,535 7,766 995 (691,769 ) -99 % Australia 132,354 43,757 5,604 (88,597 ) -67 % Thailand 40,738 112,902 14,459 72,164 177 % Malaysia 37,928 - - (37,928 ) -100 % Vietnam 60,850 43,103 5,520 (17,747 ) -29 % India 79,809 6,251 801 (73,558 ) -92 % Indonesia 195,607 28,442 3,643 (167,165 ) -85 % Philippines 62,901 33,098 4,239 (29,803 ) -47 % Bangladesh 36,391 42,995 5,506 6,604 18 % Singapore 4,948 65,657 8,409 60,709 1227 % South Korea - 25,841 3,309 25,841 N/A Total employment services 14,485,440 12,529,119 1,604,590 (1,956,321 ) -14 % Hong Kong 842,269 874,768 112,030 32,499 4 % Macau 682,743 459,939 58,904 (222,804 ) -33 % PRC 15,378,972 15,973,129 2,045,660 594,157 4 % Taiwan - 189,707 24,296 189,707 N/A India 77,249 98,290 12,588 21,041 27 % Total payroll outsourcing services 16,981,233 17,595,833 2,253,478 614,600 4 % Total revenues $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % 80 The following table presented the Group’ revenues disaggregated by the timing of revenue recognition for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2024 2024 Change Change HKD HKD US$ HKD % Services transferred over time $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % Total revenues $ 31,466,673 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % The following table presented the Group’s number of payroll transactions disaggregated by service lines and geographic markets for the years ended June 30, 2024 and 2023: For the years ended June 30 Number of payroll transactions 2023 2024 Change Change Hong Kong 62 91 29 47 % Macau 60 30 (30 ) -50 % PRC 861 765 (96 ) -11 % Taiwan 207 713 506 244 % Japan 26 2 (24 ) -92 % Australia 7 1 (6 ) -86 % Thailand 3 11 8 267 % Malaysia 2 - (2 ) -100 % Vietnam 5 8 3 60 % India 12 1 (11 ) -92 % Indonesia 25 5 (20 ) -80 % Philippines 8 12 4 50 % Bangladesh 8 11 3 38 % Singapore 1 12 11 1100 % South Korea - 3 3 N/A Total number of employment services 1,287 1,665 378 29 % Hong Kong 1,396 1,321 (75 ) -5 % Macau 1,693 726 (967 ) -57 % PRC 62,199 97,005 34,806 56 % Taiwan - 506 506 N/A India 142 216 74 52 % Total number of payroll outsourcing services 65,430 99,774 34,344 52 % Total number of payroll transactions 66,717 101,439 34,722 52 % 81 The following table presented the Group’s number of customers disaggregated by service lines and the respective revenue contribution to the Group for the years ended June 30, 2024 and 2023: For the years ended June 30 2023 2023 2024 2024 2024 Change Change Number of Customer Revenue (HKD) Number of Customer Revenue (HKD) Revenue (US$) Revenue (HKD) Revenue (%) Direct End-users 36 $ 4,585,505 36 $ 7,563,676 $ 968,671 $ 2,978,171 65 % Indirect end-users referred by the channels 35 9,899,935 22 4,965,443 635,919 (4,934,492 ) -50 % Total employment services 71 14,485,440 58 12,529,119 1,604,590 (1,956,321 ) -14 % End-users 38 3,592,075 42 3,370,482 431,654 (221,593 ) -6 % Indirect end-users referred by the channels 109 13,389,158 114 14,225,351 1,821,824 836,193 6 % Total payroll outsourcing services 147 16,981,233 156 17,595,833 2,253,478 614,600 4 % Total 218 $ 31,466,673 214 $ 30,124,952 $ 3,858,068 $ (1,341,721 ) -4 % Total number of customers decreased by 4 (from 218 to 214), total revenues of the Group decreased by HKD1,341,721 or -4% to HKD30,124,952 (US$3,858,068) for the year ended June 30, 2024 from HKD31,466,673 for the year ended June 30, 2023.
Business Overview—Intellectual Property Rights” Trend Information Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2024 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Business Overview—Intellectual Property Rights” Trend Information Other than as disclosed elsewhere in this document, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Melkweg BVI acquired all the equity interest of the Subsidiaries from the equity holders via certain share exchange agreement on December 12, 2019. 75 Melkweg Cayman acquired all the equity interest of Melkweg BVI from the shareholder via share exchange agreement on January 17, 2020.
Melkweg BVI acquired all the equity interest of the Subsidiaries from the equity holders via certain share exchange agreement on December 12, 2019. Melkweg Cayman acquired all the equity interest of Melkweg BVI from the shareholder via share exchange agreement on January 17, 2020.
It decreased by HKD4,191 or 3%, to HKD164,960 (US$21,126) in the year ended June 30, 2024 from HKD160,769 in the year ended June 30, 2023. There is no material fluctuation during the year. Depreciation The Group incurred depreciation expense for its leasehold improvements, furniture and fixtures and office equipment.
It increased by HKD4,191 or 3%, to HKD164,960 (US$21,126) in the year ended June 30, 2024 from HKD160,769 in the year ended June 30, 2023. There is no material fluctuation during the year. Depreciation The Group incurred depreciation expense for its leasehold improvements, furniture and fixtures and office equipment.
The depreciation expense incurred in the fiscal year 2024 decreased because there are more fully depreciated property and equipment for the year ended June 30, 2024 compared with the same period of 2023. 91 Insurance Insurance cost included professional indemnity for the directors, the medical insurance and employee compensation insurance premiums the Group paid for its employees.
The depreciation expense incurred in the fiscal year 2024 decreased because there are more fully depreciated property and equipment for the year ended June 30, 2024 compared with the same period of 2023. 83 Insurance Insurance cost included professional indemnity for the directors, the medical insurance and employee compensation insurance premiums the Group paid for its employees.
Therefore, the increase in revenue generated in PRC, Taiwan and India offsetting the decrease in revenue generated in Macau resulted in the increase in the amount in respect of overall revenue generated in payroll outsourcing services business. 90 Cost of revenues Cost of revenues included in-country partner costs, net exchange difference, employee compensation, related employee benefits and director’s remuneration.
Therefore, the increase in revenue generated in PRC, Taiwan and India offsetting the decrease in revenue generated in Macau resulted in the increase in the amount in respect of overall revenue generated in payroll outsourcing services business. 82 Cost of revenues Cost of revenues included in-country partner costs, net exchange difference, employee compensation, related employee benefits and director’s remuneration.
On October 15, 2024, the Group closed the sales of an additional 262,500 ordinary shares, representing full exercise of the underwriter’s over-allotment option granted in connection with the Company’s IPO, at the offering price of US$4 per share.
On October 15, 2024, the Group closed the sales of an additional 262,500 ordinary shares, representing full exercise of the underwriter’s over-allotment option granted in connection with the Group’s IPO, at the offering price of US$4 per share.
During the years ended June 30, 2024, 2023 and 2022, we provided payroll outsourcing services in Hong Kong, Macau and Taiwan directly and cooperated with in-country partners to provide payroll outsourcing services in the PRC and India where appropriate.
During the years ended June 30, 2025, 2024 and 2023, we provided payroll outsourcing services in Hong Kong, Macau and Taiwan directly and cooperated with in-country partners to provide payroll outsourcing services in the PRC and India where appropriate.
For the same period in 2023, the Group incurred other expenses in an amount of HKD649,458 which consisted of donation, HKD12,000, advertising, HKD68,17 and sundry expense, HKD141,498. 92 Provision for credit losses We carry accounts receivable at the original invoice amount less a reserve for estimated credit losses.
For the same period in 2023, the Group incurred other expenses in an amount of HKD649,458 which consisted of donation, HKD12,000, advertising, HKD68,17 and sundry expense, HKD141,498. 84 Provision for credit losses We carry accounts receivable at the original invoice amount less a provision for estimated credit losses.
Consequently, to reflect the cumulative effects of the adoption of ASC 326, we recorded the balance of the reserve for credit losses was HKD19,022 as of July 1, 2023. During the year ended June 30, 2024, we recorded HKD101,598 (US$13,012) adjustments for credit losses on the consolidated financial statement related to accounts receivable.
Consequently, to reflect the cumulative effects of the adoption of ASC 326, we recorded the balance of the provision for credit losses was HKD19,022 as of July 1, 2023. During the year ended June 30, 2024, we recorded HKD101,598 (US$13,012) provision for credit losses on the consolidated financial statement related to accounts receivable.
See “Cautionary Statement Regarding Forward-Looking Information”. 74 Overview We are a reputable payroll outsourcing service, employment service and consultancy and market research service provider based in Hong Kong, providing services to our customers which are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and/or employment-related matters for their branch offices in different regions; (ii) end-users which are mainly multinational companies/organizations that outsource their payroll and/or employment functions to us directly; and (iii) end-users consulting us for their future expansion worldwide.
See “Cautionary Statement Regarding Forward-Looking Information”. 75 Overview We are a reputable payroll outsourcing service and employment service provider based in Hong Kong, providing services to our customers which are mainly categorized as (i) channels which are global human resources service providers engaged by companies/organizations to handle payroll and/or employment-related matters for their branch offices in different regions; (ii) end-users which are mainly multinational companies/organizations that outsource their payroll and/or employment functions to us directly; and (iii) end-users consulting us for their future expansion worldwide.
Galaxy Payroll BVI, through the Subsidiaries (together, the “Group” or the “Company”), is engaged in providing payroll outsourcing services, employment services and consultancy and market research services. The Operating Entities in our Group have headquarters in Hong Kong, China, Taiwan, and Macau. Majority of the Group’s business activities are carried out by Galaxy Payroll (HK).
Galaxy Payroll BVI, through the Subsidiaries (together, the “Group” or the “Company”), is engaged in providing payroll outsourcing services and employment services. The Operating Entities in our Group have headquarters in Hong Kong, China, Taiwan, and Macau. Majority of the Group’s business activities are carried out by Galaxy Payroll (HK).
Melkweg BVI is also a holding company holding of all the equity interest of Galaxy Payroll Services Limited (“Galaxy Payroll (HK)”) (which is the holding company of Galaxy Recursos Humanos (Macau) Limitada (“Galaxy HR (Macau)”), Galaxy GEO Services Limited (“Galaxy GEO Services”), Galaxy Payroll (Taiwan) Limited (“Galaxy Payroll (TW)”) (which is the holding company of Galaxy Human Resources Limited (“Galaxy HR (TW)”)) and Galaxy Payroll (China) Limited (“Galaxy Payroll (China)”) (which is the holding company of Galaxy Corporate Management Consultancy (Shenzhen) Limited (“Galaxy HR (SZ)”)) (collectively referred to as the “Subsidiaries”).
Melkweg BVI is also a holding company holding of all the equity interest of Galaxy Payroll Services Limited (“Galaxy Payroll (HK)”) (which is the holding company of Galaxy Recursos Humanos (Macau) Limitada (“Galaxy HR (Macau)”), Galaxy Solutions Partner Limited (“Galaxy Solutions Partner”), Galaxy Payroll (Taiwan) Limited (“Galaxy Payroll (TW)”) (which is the holding company of Galaxy Human Resources Limited (“Galaxy HR (TW)”)) and Galaxy Payroll (China) Limited (“Galaxy Payroll (China)”) (which is the holding company of Galaxy Corporate Management Consultancy (Shenzhen) Limited (“Galaxy HR (SZ)”)) (collectively referred to as the “Subsidiaries”).
Immediately following the effectiveness of the Forward Split, the number of issued and outstanding Ordinary Shares of the Company was 16,000,000.
Immediately following the effectiveness of the Forward Split, the number of issued and outstanding Ordinary Shares of the Group was 16,000,000.
As of June 30, 2024, the reserve for credit losses was HKD120,620 (US$15,448).
As of June 30, 2024, the provision for credit losses was HKD120,620 (US$15,448).
For the year ended June 30, 2023, net cash provided by operating activities of HKD16,086,260 (US$2,052,788) primarily resulted from the net income of HKD9,010,680 (US$1,149,863) as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment, HKD154,457, amortization of right-of-use assets, HKD1,091,600 and reversal of provision for credit losses, HKD61,357.
For the year ended June 30, 2023, net cash provided by operating activities of HKD16,086,260 primarily resulted from the net income of HKD9,010,680 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment, HKD154,457, amortization of right-of-use assets, HKD1,091,600 and reversal of provision for credit losses, HKD61,357.
Cash used in investing activities: For the year ended June 30, 2024, net cash used in investing activities was mainly contributed by purchases of property and equipment, HKD59,449 (US$7,614). 94 For the year ended June 30, 2023, net cash used in investing activities was mainly contributed by purchases of property and equipment, HKD25,303.
For the year ended June 30, 2024, net cash used in investing activities was mainly contributed by purchases of property and equipment, HKD59,449. For the year ended June 30, 2023, net cash used in investing activities was mainly contributed by purchases of property and equipment, HKD25,303.
There is no assurance that the Group will achieve sales of the equity securities or arrange for debt or other financing to fund its growth in case it is necessary, or if the Group is able to do so, there is no guarantee that existing shareholders will not be substantially diluted. 96 Research and Development, Patents and Licenses , etc.
There is no assurance that the Group will achieve sales of the equity securities or arrange for debt or other financing to fund its growth in case it is necessary, or if the Group is able to do so, there is no guarantee that existing shareholders will not be substantially diluted.
Estimated provision for credit losses The Company carries accounts receivable at the original invoice amount less a reserve for estimated credit losses. As of June 30, 2023, the Company recorded an allowance for credit losses related to accounts receivable of HKD19,022.
Estimated provision for credit losses The Group carries accounts receivable at the original invoice amount less a provision for estimated credit losses. As of June 30, 2023, the Group recorded a provision for credit losses related to accounts receivable of HKD19,022.
For the years ended June 30, 2024, 2023 and 2022, we handled approximately 99,800, 65,400 and 62,200 payroll transactions for our payroll outsourcing service customers respectively.
For the years ended June 30, 2025, 2024 and 2023, we handled approximately 103,000, 99,800 and 65,400 payroll transactions for our payroll outsourcing service customers respectively.
As of June 30, 2023 we recorded an allowance for credit losses related to accounts receivable of HKD19,022. We estimated our reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts.
As of June 30, 2023 we recorded a provision for credit losses related to accounts receivable of HKD19,022. We estimated our provision for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forward-looking factors.
Out of this balance, the Group had cash and restricted cash in an amount of HKD10,855,128 (US$1,390,204). 79% of the cash and restricted cash was deposited in financial institutions in Hong Kong Special Administrative Region, and 21% of the cash was deposited in PRC, Macau and Taiwan.
Out of this balance, the Group had cash in an amount of HKD10,855,128. 79% of the cash was deposited in financial institutions in Hong Kong Special Administrative Region, and 21% of the cash was deposited in PRC, Macau and Taiwan. The amount of restricted cash was released in Hong Kong Special Administrative Region since January 2024.
Galaxy Payroll BVI has no substantial operations other than holding all of the outstanding share capital of Melkweg Holdings Limited (“Melkweg Cayman”). Melkweg Cayman is a holding company incorporated on October 31, 2019 under the Companies Act (2021 Revision) of the Cayman Islands.
Melkweg Cayman is a holding company incorporated on October 31, 2019 under the Companies Act (2021 Revision) of the Cayman Islands. Melkweg Cayman has no substantial operations other than holding all of the outstanding share capital of Melkweg Holdings (BVI) Limited (“Melkweg BVI”) which was incorporated under BVI law on November 5, 2019.
The additional ordinary shares were calculated assuming an initial public offering price of US$4.00 per share. 93 The following table sets forth the computation of pro forma basic earnings per share for the year ended June 30, 2024 with applying pro forma adjustment on basic earnings per share: For the year ended June 30, 2024 HKD (except for share data) US$ (except for share data) Net Income $ 5,505,489 $ 705,081 Basic weighted average ordinary shares outstanding* 16,000,000 16,000,000 Earnings per share, basic* $ 0.34 $ 0.04 Pro forma adjustment to reflect ordinary shares sold in the IPO to fund dividend payments in excess of current earnings 124,179 124,179 Basic weighted average ordinary shares outstanding used in computing pro forma net earnings per share* 16,124,179 16,124,179 Pro forma earnings per share, basic* $ 0.34 $ 0.04 * Giving retroactive effect to the 1,600 for 1 share split effected on December 19, 2022.
The additional ordinary shares were calculated assuming an initial public offering price of US$40.00 per share after the retroactive effect of reverse share split on September 8, 2025. 85 The following table sets forth the computation of pro forma basic earnings per share for the year ended June 30, 2024 with applying pro forma adjustment on basic earnings per share: For the year ended June 30, 2024 HKD (except for share data) US$ (except for share data) Net Income $ 5,505,489 $ 705,081 Basic weighted average ordinary shares outstanding* 1,600,000 1,600,000 Earnings per share, basic* $ 3.44 $ 0.44 Pro forma adjustment to reflect ordinary shares sold in the IPO to fund dividend payments in excess of current earnings 12,418 12,418 Basic weighted average ordinary shares outstanding used in computing pro forma net earnings per share* 1,612,418 1,612,418 Pro forma earnings per share, basic* $ 3.41 $ 0.44 * Giving retroactive effect to the 1,600 for 1 share split effected on December 19, 2022.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition and (ii) income taxes.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
Galaxy HR (SZ), Galaxy Payroll (HK), Galaxy HR (TW) and Galaxy HR (Macau) provide payroll outsourcing services in the PRC, Hong Kong, Taiwan and Macau; Galaxy Payroll (HK), Galaxy GEO Services, Galaxy HR (TW) and Galaxy HR (Macau) provide employment services in the PRC, Hong Kong, Japan, Taiwan, Macau, Australia and other Asian countries; and Galaxy Payroll (HK) provides consultancy and market research services in Hong Kong.
Galaxy HR (SZ), Galaxy Payroll (HK), Galaxy HR (TW) and Galaxy HR (Macau) provide payroll outsourcing services in the PRC, Hong Kong, Taiwan and Macau; and Galaxy Payroll (HK), Galaxy Solutions Partner, Galaxy HR (TW) and Galaxy HR (Macau) provide employment services in the PRC, Hong Kong, Japan, Taiwan, Macau, Australia and other Asian countries.
Pursuant to SAB Topic 1:B.3, pro forma earnings per share gives effect to 124,179 additional ordinary shares issued in the IPO that would be necessary to fund the excess of the dividend payment over the current-period earnings of HKD5,505,489 (US$705,081).
Pursuant to SAB Topic 1:B.3, pro forma earnings per share gives effect to 12,418 additional ordinary shares issued in the IPO that would be necessary to fund the excess of the dividend payment over the current-period earnings of HKD5,505,489 (US$705,081) after the retroactive effect of reverse share split on September 8, 2025.
For the three years ended June 30, 2024, 2023 and 2022, we did not incur material costs in research and development. We did not possess any patents. Please refer to “Item 4. Information on the Company—B. Business Overview—Approvals, Licenses, and Permits” and “Item 4. Information on the Company—B.
We did not possess any patents during the three years ended June 30, 2025, 2024 and 2023. Please refer to “Item 4. Information on the Company—B. Business Overview—Approvals, Licenses, and Permits” and “Item 4. Information on the Company—B.
Change in operating activities included an increase in account receivables, HKD407,382 (US$52,172), a decrease in prepayment, deposits and other receivables, HKD1,152,444 (US$147,592), an increase in accrued expenses and other payables, HKD803,937 (US$102,959), a decrease in account payable, HKD24,253 (US$3,106), a decrease in income tax payables, HKD485,882 (US$62,226) and a decrease in lease liabilities, HKD1,159,214 (US$148,459).
Change in operating activities included an increase in account receivables, HKD407,382, a decrease in prepayment, deposits and other receivables, HKD1,152,444, an increase in accrued expenses and other payables, HKD803,937, a decrease in account payable, HKD24,253, a decrease in income tax payables, HKD485,882 and a decrease in lease liabilities, HKD1,159,214.
For the year ended June 30, 2022, no cash used in investing activities. Cash used in financing activities: For the year ended June 30, 2024, net cash used in financing activities, HKD13,286,626 (US$1,701,603) consisted of dividend payment, HKD9,461,001 (US$1,211,660), payment of deferred IPO costs, HKD1,824,885 (US$233,711) and repayments of bank loan, HKD2,000,740 (US$256,232).
For the year ended June 30, 2024, net cash used in financing activities, HKD13,286,626 consisted of dividend payment, HKD9,461,001, payment of deferred IPO costs, HKD1,824,885 and repayments of bank loan, HKD2,000,740.
The amount of restricted cash was released in Hong Kong Special Administrative Region since January 2024. There was no restricted cash balance held in PRC, Taiwan and Macau. The current asset balance also included the following: accounts receivable, net, HKD2,556,073 (US$327,353) and prepayment, deposits and other receivables, net, HKD2,787,564 (US$357,000). Current liabilities as of June 30, 2024 was HKD18,862,498 (US$2,415,698).
There was no restricted cash balance held in Hong Kong, PRC, Taiwan and Macau as of June 30, 2024. The current asset balance also included the following: accounts receivable, net, HKD2,556,073 and prepayment, deposits and other receivables, net, HKD2,787,564. Current liabilities as of June 30, 2024 was HKD18,862,498.
As of June 30, 2024, the reserve for credit losses was HKD120,620 (US$15,448). 79 Year ended June 30, 2023 compared to year ended June 30, 2022 Results of Operations The following table sets forth a summary of the consolidated results of operations of the Group for the periods indicated, both in absolute amount and as a percentage of its total revenues.
Year ended June 30, 2025 compared to year ended June 30, 2024 Results of Operations The following table sets forth a summary of the consolidated results of operations of the Group for the periods indicated, both in absolute amount and as a percentage of its total revenues.
If it determines that its cash requirements exceed its amounts of cash on hand or if it decides to further optimize its capital structure, it may seek to issue additional debt or equity securities or obtain credit facilities or other sources of funding. 95 Contractual Obligations The following table summarized the contractual obligations of the Group as of June 30, 2024: Payments Due by Period Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years Total HKD HKD HKD HKD HKD Contractual Obligations: Operating lease obligation $ 1,095,621 $ 1,248,510 $ - $ - $ 2,344,131 Total contractual obligations $ 1,095,621 $ 1,248,510 $ - $ - $ 2,344,131 Payments Due by Period Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years Total US$ US$ US$ US$ US$ Contractual Obligations: Operating lease obligation $ 140,315 $ 159,895 $ - $ - $ 300,210 Total contractual obligations $ 140,315 $ 159,895 $ - $ - $ 300,210 Future Financings The Group may offer its Ordinary Shares in order to fund its business growth.
If it determines that its cash requirements exceed its amounts of cash on hand or if it decides to further optimize its capital structure, it may seek to issue additional debt or equity securities or obtain credit facilities or other sources of funding. 94 Contractual Obligations The following table summarized the contractual obligations of the Group as of June 30, 2025: Payments Due by Period Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years Total HKD HKD HKD HKD HKD Contractual Obligations: Operating lease obligation $ 980,663 $ 299,984 $ - $ - $ 1,280,647 Total contractual obligations $ 980,663 $ 299,984 $ - $ - $ 1,280,647 Payments Due by Period Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years Total US$ US$ US$ US$ US$ Contractual Obligations: Operating lease obligation $ 124,927 $ 38,215 $ - $ - $ 163,142 Total contractual obligations $ 124,927 $ 38,215 $ - $ - $ 163,142 Future Financings The Group may offer its Ordinary Shares in order to fund its business growth.
Liquidity and Capital Resources The Group financed its daily operations and business development through cash generated from the operations of the Group. As of June 30, 2024 and 2023, its cash and restricted cash balance was HKD10,855,128 (US$1,390,204) and HKD17,449,250, respectively.
Liquidity and Capital Resources The Group financed its daily operations and business development through cash generated from the operations of the Group. As of June 30, 2025 and 2024, its cash and restricted cash balance was HKD32,188,711 (US$4,100,525) and HKD10,855,128, respectively.
Due to its increased effort in collection and the steady business recovery of its clients, the Group received collections HKD2,049,694 (US$261,564) in the subsequent period as of the date this prospectus. The Group factored the customer settlements received for its account receivables in subsequent period when it estimated its provision for doubtful accounts as of June 30, 2023 and 2022.
Due to its increased effort in collection and the steady business recovery of its clients, the Group received collections HKD2,286,873 (US$291,325) in the subsequent period as of the date this report. The Group factored the customer settlements received for its account receivables in subsequent period when it estimated its provision for credit losses as of June 30, 2025 and 2024.
Change in operating activities included a decrease in account receivables due to the temporarily ceased business, consultancy and market research services, HKD6,845,155, an increase in prepayment, deposits and other receivables, HKD325,876, an increase in accrued expenses and other payables, HKD452,847 , a decrease in account payable, HKD39,015, an increase in income tax payables, HKD100,260 and a decrease in lease liabilities, HKD1,142,491.
Change in operating activities included a decrease in account receivables due to the temporarily ceased business, consultancy and market research services, HKD6,845,155, an increase in prepayment, deposits and other receivables, HKD325,876, an increase in accrued expenses and other payables, HKD452,847 , a decrease in account payable, HKD39,015, an increase in income tax payables, HKD100,260 and a decrease in lease liabilities, HKD1,142,491. 93 Cash used in investing activities: For the year ended June 30, 2025, net cash used in investing activities was mainly contributed by purchases of property and equipment, HKD63,356 (US$8,071).
The PRC has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC.
Prior court decisions may be cited for reference but have limited precedential value. 77 The PRC has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC.
Furthermore, changes in the economic, political and social conditions, laws, regulations and policies of the PRC government may have a material and adverse effect on our Group’s business, financial condition, results of operations and future prospects. 77 The PRC’s legal system has inherent uncertainties as to the interpretation and enforcement of PRC laws, which could have a material adverse effect on us Part of our business in the PRC is conducted through our PRC subsidiary.
The PRC’s legal system has inherent uncertainties as to the interpretation and enforcement of PRC laws, which could have a material adverse effect on us Part of our business in the PRC is conducted through our PRC subsidiary. Thus, our operations in the PRC are governed by PRC laws and regulations.
Potential war or terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. 78 INCREASE OF AUTHORIZED SHARES AND FORWARD SHARE SPLIT On December 19, 2022, the Company effectuated a forward split of the Ordinary Shares of the Company at a ratio of 1,600:1 to increase its authorized capital shares from 50,000 Ordinary Shares with a par value of US$1 per share to unlimited number of Ordinary Shares with a par value of US$0.000625 per share (the “Forward Split”).
INCREASE OF AUTHORIZED SHARES AND FORWARD SHARE SPLIT On December 19, 2022, the Group effectuated a forward split of the Ordinary Shares of the Group at a ratio of 1,600:1 to increase its authorized capital shares from 50,000 Ordinary Shares with a par value of US$1 per share to unlimited number of Ordinary Shares with a par value of US$0.000625 per share (the “Forward Split”).
Galaxy Payroll BVI, Melkweg Cayman and Melkweg BVI and all subsidiaries are under common control which results in the consolidation of Melkweg Cayman and Galaxy Payroll BVI at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
Galaxy Payroll BVI, Melkweg Cayman and Melkweg BVI and all subsidiaries are under common control which results in the consolidation of Melkweg Cayman and Galaxy Payroll BVI at carrying value.
The following table set forth a summary of its cash flows for the years indicated: For the years ended June 30, 2022 2023 2024 2024 HKD HKD HKD US$ Net cash provided by operating activities $ 11,999,074 $ 16,086,260 $ 6,725,500 $ 861,328 Net cash used in investing activities - (25,303 ) (59,449 ) (7,614 ) Net cash used in financing activities $ (26,049,749 ) $ (12,593,994 ) $ (13,286,626 ) $ (1,701,603 ) Cash provided by operating activities: For the year ended June 30, 2024, net cash provided by operating activities of HKD6,725,500 (US$861,328) primarily resulted from the net income of HKD5,505,489 (US$705,081) as adjusted for non-cash items and change in operating activities.
The following table set forth a summary of its cash flows for the years indicated: For the years ended June 30, 2023 2024 2025 2025 HKD HKD HKD US$ Net cash provided by (used in) operating activities $ 16,086,260 $ 6,725,500 $ (27,707,982 ) $ (3,529,724 ) Net cash used in investing activities (25,303 ) (59,449 ) (63,356 ) (8,071 ) Net cash (used in) provided by financing activities $ (12,593,994 ) $ (13,286,626 ) $ 49,269,420 $ 6,276,439 Cash provided by (used in) operating activities: For the year ended June 30, 2025, net cash used in operating activities of HKD27,707,982 was primarily resulted from the net loss of HKD27,568,713 (US$3,511,983) as adjusted for non-cash items and change in operating activities.
For the year ended June 30, 2022, net cash provided by operating activities of HKD11,999,074 was primarily resulted from the net income of HKD22,558,341 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment, HKD176,605, amortization of right-of-use assets, HKD1,157,220 and provision for doubtful debts, HKD5,246.
For the year ended June 30, 2024, net cash provided by operating activities of HKD6,725,500 primarily resulted from the net income of HKD5,505,489 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment, HKD110,206, amortization of right-of-use assets, HKD1,128,557 and provision for credit losses, HKD101,598.
The Group believes that its current levels of cash and cash flows from operations will be sufficient to meet its anticipated cash needs for at least the next twelve months. However, it may need additional cash resources in the future if it finds and wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions.
However, it may need additional cash resources in the future if it finds and wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions.
Out of this balance, the Group had cash and restricted cash in an amount of HKD17,449,250. 87% of the cash and restricted cash was deposited in financial institutions in Hong Kong Special Administrative Region, and 13% of the cash was deposited in PRC, Macau and Taiwan.
Out of this balance, the Group had cash in an amount of HKD32,188,711 (US$4,100,525). 92% of the cash was deposited in financial institutions in Hong Kong Special Administrative Region, and 8% of the cash was deposited in PRC, Macau and Taiwan. There was no restricted cash balance held in Hong Kong, PRC, Taiwan and Macau as of June 30, 2025.
A substantial decrease in its net income in the year ended June 30, 2023 resulted from the temporarily ceased provision of consultancy and market research services since July 2022 as previously discussed. 87 Year ended June 30, 2024 compared to year ended June 30, 2023 Results of Operations The following table sets forth a summary of the consolidated results of operations of the Group for the periods indicated, both in absolute amount and as a percentage of its total revenues.
Actual results may differ significantly from these estimates under different assumptions, judgments or conditions. 79 Year ended June 30, 2024 compared to year ended June 30, 2023 Results of Operations The following table sets forth a summary of the consolidated results of operations of the Group for the periods indicated, both in absolute amount and as a percentage of its total revenues.
There is no material fluctuation during the period. Others Other expenses included commission paid to independent third parties, donation to charities and sundry expenses. For the year ended June 30, 2023, the Group incurred other expenses in an amount of HKD649,458 (US$82,878) which consisted of donation, HKD12,000 (US$1,531), advertising, HKD68,179 (US$8,700) and sundry expense, HKD141,498 (US$18,057).
Others Other expenses included commission paid to independent third parties, donation to charities and sundry expenses. For the year ended June 30, 2025, the Group incurred other expenses in an amount of HKD708,626 (US$90,273) which consisted of donation, HKD12,000 (US$1,529), advertising, HKD145,668 (US$18,557) and sundry expense, HKD331,407 (US$42,218).
Melkweg Cayman has no substantial operations other than holding all of the outstanding share capital of Melkweg Holdings (BVI) Limited (“Melkweg BVI”) which was incorporated under BVI law on November 5, 2019.
Galaxy Payroll Group Limited (“Galaxy Payroll BVI”) was incorporated in the British Virgin Islands with limited liability on August 26, 2021. Galaxy Payroll BVI has no substantial operations other than holding all of the outstanding share capital of Melkweg Holdings Limited (“Melkweg Cayman”).
Our actual results may differ from these estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
The Company estimated its reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Consequently, to reflect the cumulative effects of the adoption of ASC 326, the Company recorded the balance of the reserve for credit losses was HKD19,022 as of July 1, 2023.
As of June 30, 2023, we recorded a provision for credit losses related to accounts receivable of HKD19,022. We estimated our provision for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forward-looking factors.
The PRC legal system is based on written statutes and regulations as well as their interpretation by the competent government authorities including the Supreme People’s Court of the PRC. Prior court decisions may be cited for reference but have limited precedential value.
Our PRC subsidiary is generally subject to laws and regulations applicable to foreign investments in the PRC and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes and regulations as well as their interpretation by the competent government authorities including the Supreme People’s Court of the PRC.
The following table set forth a summary of the Group’s working capital as of June 30, 2024 and 2023: As of June 30, 2023 2024 2024 HKD HKD US$ Current assets $ 24,154,362 $ 16,198,765 $ 2,074,557 Current liabilities $ 19,937,281 $ 18,862,498 $ 2,415,698 Working capital $ 4,217,081 $ (2,663,733 ) $ (341,141 ) Current assets as of June 30, 2024 was HKD16,198,765 (US$2,074,557).
The following table set forth a summary of the Group’s working capital as of June 30, 2025 and 2024: As of June 30, 2024 2025 2025 HKD HKD US$ Current assets $ 16,198,765 $ 37,745,218 $ 4,808,370 Current liabilities $ 18,862,498 $ 11,744,979 $ 1,496,196 Working capital $ (2,663,733 ) $ 26,000,239 $ 3,312,174 Current assets as of June 30, 2025 was HKD37,745,218 (US$4,808,370).
It decreased by HKD774 or 0%, to HKD160,769 (US$20,516) in the year ended June 30, 2023 from HKD161,543 in the year ended June 30, 2022. There is no material fluctuation during the year. Depreciation The Group incurred depreciation expense for its leasehold improvements, furniture and fixtures and office equipment.
Depreciation The Group incurred depreciation expense for its leasehold improvements, furniture and fixtures and office equipment. Depreciation expense decreased by HKD3,306 or -3% to HKD106,900 (US$13,618) in the year ended June 30, 2025 from HKD110,206 in the year ended June 30, 2024.
The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis.
Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs and expenses.
The consolidated financial statements reflect the activities of each of the following entities: Name Background Ownership Principal activities Galaxy Payroll Group Limited (“Galaxy Payroll BVI”) ● Located in the British Virgin Islands (“BVI”) ● Incorporated on August 26, 2021 - Investment holding Melkweg Holdings Limited (“Melkweg Cayman”) ● Located in the Cayman Islands ● Incorporated on October 31, 2019 100% directly owned by Galaxy Payroll BVI Investment holding Melkweg Holdings (BVI) Limited (“Melkweg BVI”) ● Located in the BVI ● Incorporated on November 5, 2019 100% directly owned by Melkweg Cayman Investment holding Galaxy Payroll Services Limited (“Galaxy Payroll (HK)”) ● Located in Hong Kong ● Incorporated on February 21, 2013 100% owned by Melkweg BVI Provision of payroll outsourcing, employment services and consultancy and market research services Galaxy Recursos Humanos (Macau) Limitada (“Galaxy HR (Macau)”) ● Located in Macau ● Incorporated on July 26, 2016 98% owned by Galaxy Payroll (HK) and 2% owned by Galaxy GEO Services Provision of payroll outsourcing services Galaxy Payroll (Taiwan) Limited (“Galaxy Payroll (TW)”) ● Located in Hong Kong ● Incorporated on December 31, 2018 100% owned by Melkweg BVI Investment holding Galaxy Human Resources Limited (“Galaxy HR (TW)”) ● Located in Taiwan ● Incorporated on March 21, 2018 100% owned by Galaxy Payroll (TW) Provision of employment services Galaxy GEO Services Limited (“Galaxy GEO Services”) ● Located in Hong Kong ● Incorporated on February 5, 2013 100% owned by Melkweg BVI Provision of employment services (acting as employer of record) Galaxy Payroll (China) Limited (“Galaxy Payroll (China)”) ● Located in Hong Kong ● Incorporated on October 24, 2017 100% owned by Melkweg BVI Investment holding Galaxy Corporate Management Consultancy (Shenzhen) Limited (“Galaxy HR (SZ)”) ● Located in People’s Republic of China (“PRC”) ● Incorporated on March 7, 2018 100% owned by Galaxy Payroll (China) Provision of payroll outsourcing and employment services Key Factors that Affect Results of Operations Galaxy Payroll Group Limited believes the key factors affecting its financial condition and results of operations include the following: 76 Operating in a highly competitive market Some of our competitors may have advantages over our Group, such as (i) wider geographical coverage, services offerings, technology and security level, enabling them to enjoy higher economies of scale; (ii) better industry reputation and image; and (iii) higher capability in providing value-added services including consulting services and system maintenance and upgrade which are preferable to end-users.
The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements. 76 Key Factors that Affect Results of Operations Galaxy Payroll Group Limited believes the key factors affecting its financial condition and results of operations include the following: Operating in a highly competitive market Some of our competitors may have advantages over our Group, such as (i) wider geographical coverage, services offerings, technology and security level, enabling them to enjoy higher economies of scale; (ii) better industry reputation and image; and (iii) higher capability in providing value-added services including consulting services and system maintenance and upgrade which are preferable to end-users.
There is no material fluctuation during the year. 85 Travelling Travelling represented the travelling expenses for the business purpose. Travelling increased by HKD171,857 or 4130%, to HKD176,018 (US$22,462) in the year ended June 30, 2023 from HKD4,161 in the year ended June 30, 2022.
Office premises expenses decreased by HKD35,395 or -3%, to HKD1,120,629 (US$142,757) in the year ended June 30, 2025 from HKD1,156,024 in the year ended June 30, 2024. There is no material fluctuation during the year. Travelling Travelling represented the travelling expenses for the business purpose.
During the year ended June 30, 2024, we recorded HKD101,598 (US$13,012) adjustments for credit losses on the consolidated financial statement related to accounts receivable.
During the year ended June 30, 2025 and 2024, the Group (revered)/accrued HKD(77,218) (US$(9,837)) and HKD101,598 provision for credit losses on the consolidated financial statement related to accounts receivable respectively. As of June 30, 2025 and 2024, the provision for credit losses was HKD43,402 (US$5,529) and HKD120,620.
This amount was composed of accrued expenses and other payables, HKD14,466,134 (US$1,852,661), account payable, HKD41,823 (US$5,356), income tax payable, HKD3,258,920 (US$417,366) and an operating lease obligation-current portion, HKD1,095,621 (US$140,315). Current assets as of June 30, 2023 was HKD24,154,362.
This amount was composed of accrued expenses and other payables, HKD14,466,134, account payable, HKD41,823, income tax payable, HKD3,258,920 and an operating lease obligation-current portion, HKD1,095,621. The Group believes that its current levels of cash and cash flows from operations will be sufficient to meet its anticipated cash needs for at least the next twelve months.
Therefore, the decrease in revenue generated in Hong Kong and the PRC impacts the decrease in the overall revenue generated in employment services business. Our revenue in respect of payroll outsourcing services increased by approximately HKD969,661 or 6.0%, to approximately HKD16,981,233 (US$2,166,996) for the year ended June 30, 2023 from approximately HKD16,011,572 for the year ended June 30, 2022.
Consequently, the reduction in revenue from PRC and Taiwan has significantly affected the overall revenue generated by our employment services business. Our revenue in respect of payroll outsourcing services decreased by HKD4,280, or 0%, from HKD17,595,833 for the year ended June 30, 2024 to HKD17,600,113 (US$2,242,081) for the year ended June 30, 2025.
Adjustments for non-cash items consisted of depreciation of property and equipment, HKD110,206 (US$14,114), amortization of right-of-use assets, HKD1,128,557 (US$144,533) and provision for credit losses, HKD101,598 (US$13,012).
Adjustments for non-cash items consisted of depreciation of property and equipment, HKD106,900 (US$13,618), amortization of right-of-use assets, HKD1,120,629 (US$142,757) and reversal of provision for doubtful debts, HKD77,218 (US$9,837).
Selling, general and administrative expenses Selling, general and administrative expenses consisted primarily of bank charge, building management fee, depreciation, insurance, Internet and IT service fee, legal and professional fees, meal and entertainment, office premises expenses, travelling, staff cost and others.
Operating Expenses The Group’s total operating expenses increased by HKD30,290,826 from HKD9,148,802 in the year ended June 30, 2024 to HKD39,439,628 (US$5,024,220) in the year ended June 30, 2025, driven by a significant increase in selling, general and administrative expenses and research and development expenses during the current year, offset by the increase in the reversal of provision of credit losses incurred. 89 Selling, general and administrative expenses Selling, general and administrative expenses consisted primarily of bank charge, building management fee, depreciation, insurance, Internet and IT service fee, meal and entertainment, office premises expenses, travelling, staff cost, legal and professional fees and others.
Employee compensation and related payroll benefits consisted of staff salaries, employer’s contribution to pension scheme, staff training, staff allowance and recruitment fee. For the year ended June 30, 2023, cost of revenues was HKD12,999,672 (US$1,658,904), increased by HKD1,303,355 from HKD11,696,317 for the year ended June 30, 2022.
Staff Costs Staff costs consisted of staff salaries, employer’s contribution to pension scheme, staff training, staff allowance, remuneration to independent executive directors, seconded employee costs and recruitment fee. For the year ended June 30, 2025, staff costs were HKD11,192,966 (US$1,425,874), increased by HKD7,489,818 or 202% from HKD3,703,148 in the year ended June 30, 2024.
Depreciation expense decreased by HKD22,148 or 13%, to HKD154,457 (US$19,710) in the year ended June 30, 2023 from HKD176,605 in the year ended June 30, 2022. The depreciation expense incurred in the fiscal year 2023 decreased because there are more fully depreciated property and equipment for the year ended June 30, 2023 compared with the same period of 2022.
The depreciation expense incurred in the fiscal year 2025 decreased because there are fully depreciated property and equipment for the year ended June 30, 2025 compared with the same period of 2024, despite the acquisition of new equipment during the year. 90 Insurance Insurance cost included professional indemnity for the directors, the medical insurance and employee compensation insurance premiums the Group paid for its employees.
Office premises expenses Office premises expenses represented rent paid for the Group’ office facilities in PRC, Hong Kong and Taiwan. Office premises expenses decreased by HKD73,602 or 6%, to HKD1,177,995 (US$150,325) in the year ended June 30, 2023 from HKD1,251,597 in the year ended June 30, 2022.
Building management fee It represented the building management fees paid for its office facilities in PRC, Hong Kong and Taiwan. It decreased by HKD1,102 or -1%, to HKD163,858 (US$20,874) in the year ended June 30, 2025 from HKD164,960 in the year ended June 30, 2024. There is no material fluctuation during the year.
Legal and professional fees Legal and professional fees included service fees paid to solicitors and any other third-party service providers for professional services. The Group incurred legal and professional fees in an amount of HKD2,195,548 (US$280,177) in the year ended June 30, 2023 compared to HKD2,418,649 in the year ended June 30, 2022 with a decline by HKD223,101 or 9%.
The Group incurred legal and professional fees in an amount of HKD5,748,312 (US$732,279) in the year ended June 30, 2025 compared to HKD2,066,956 in the year ended June 30, 2024 with an increase by HKD3,681,356 or 178%.
For the year ended June 30, 2022, the Group recognized interest income, HKD5,142, interest expenses, HKD238,742 and sundry income, HKD411,692. Income tax expense Income tax expense was HKD1,805,663 (US$230,423) for the year ended June 30, 2023, as compared to HKD4,696,002 for the year ended June 30, 2022.
During the year ended June 30, 2024, we recognized interest income, HKD221,723, interest expenses, HKD34,674 and other income, HKD77,762. Income tax expense Income tax expense was HKD535,588 (US$68,229) for the year ended June 30, 2025, as compared to HKD1,783,803 for the year ended June 30, 2024.
Meal and Entertainment Compared to the year ended June 30, 2022, the Group’s meal and entertainment in the year ended June 30, 2023 increased by HKD1,226 or 1%, from HKD191,238 in 2022 to HKD192,464 (US$24,561) in 2023. The increased meal and entertainment expenses incurred are in line with the new business service location development.
Meal and Entertainment Compared to the year ended June 30, 2024, the Group’s meal and entertainment increased by HKD397,006 or 196%, from HKD202,640 in 2024 to HKD599,646 (US$76,388) in 2024.
Removed
In providing consultancy and market research services, our Operating Entities (i) provide consultation for local policy in advanced level and delivery of country profile reports; (ii) deliver general consultation on different topics as well as Q&A session with local experts on a monthly basis. Galaxy Payroll (HK) provides consultancy and market research services in Hong Kong directly.
Added
Furthermore, changes in the economic, political and social conditions, laws, regulations and policies of the PRC government may have a material and adverse effect on our Group’s business, financial condition, results of operations and future prospects.
Removed
The management of the Group reconsidered the business strategy of the consultancy and market research services and temporarily ceased the provision of the services starting from July 2022.
Added
Potential war or terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict.
Removed
The management of the Group plans to restart the provision of consultancy and market research services once the initial public offering is completed and therefore the Group would have sufficient funds to employ manpower to manage the service line. Galaxy Payroll Group Limited (“Galaxy Payroll BVI”) was incorporated in the British Virgin Islands with limited liability on August 26, 2021.
Added
As a result, the Group has raised gross proceeds of $1,050,000 in addition to the previously announced IPO gross proceeds of $7,000,000, before deducting underwriting discounts and offering expenses. 78 REDESIGNATION AND RECLASSIFICATION OF ORDINANRY SHARES On March 19, 2025, the re-designation and re-classification of its ordinary shares into two classes each with a par value of US$0.000625 that (a) all the issued 18,012,500 Ordinary Shares be and are re-designated into 14,412,500 Class A Ordinary Shares each with a par value of US$0.000625 with one vote per share but with all rights and restrictions remaining identical to the Ordinary Shares (the “Class A Ordinary Shares”) on a one-for-one basis and 3,600,000 Class B Ordinary Shares each with a par value of US$0.000625 with fifty votes per share but with all rights and restrictions remaining identical to the Ordinary Shares (the “Class B Ordinary Shares”) on a one-for-one basis, (b) the remaining authorized but unissued Ordinary Shares be and are re-designated into (i) an unlimited number of Class A Ordinary Shares and (ii) an unlimited number of Class B Ordinary Shares on a one-for-one basis and (c) such that the Group will be authorized to issue an unlimited number of shares each with a par value of US$0.000625 divided into (i) an unlimited number of Class A Ordinary Shares and (ii) an unlimited number of Class B Ordinary Shares.
Removed
Thus, our operations in the PRC are governed by PRC laws and regulations. Our PRC subsidiary is generally subject to laws and regulations applicable to foreign investments in the PRC and, in particular, laws applicable to wholly foreign-owned enterprises.
Added
ISSUANCE UNDER EMPLOYEE SHARE OWNERSHIP PLAN On February 26, 2025, the Group had reserved an aggregate of 3,602,500 Class A Ordinary Shares for issuance under its Employee Share Ownership Plan (“ESOP”), which is designed to attract, retain and incentivize employees through equity-based compensation.
Removed
As a result, the Company has raised gross proceeds of $1,050,000 in addition to the previously announced IPO gross proceeds of $7,000,000, before deducting underwriting discounts and offering expenses. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
Added
Class A Ordinary Shares issued upon exercise or vesting of such awards rank pari passu with all other outstanding Class A Ordinary Shares, including voting and dividend rights. The plan is administered by the Compensation Committee, and all grants are subject to vesting conditions and other terms set forth in the 2025 Stock Incentive Plan.
Removed
For the years ended June 30, 2022 2023 HKD % of Revenue HKD US$ % of Revenue Revenues Employment services $ 15,030,032 32 % $ 14,485,440 $ 1,848,505 46 % Payroll outsourcing services 16,011,572 34 % 16,981,233 2,166,996 54 % Consultancy and market research services 15,873,473 34 % - - 0 % Total revenues 46,915,077 100 % 31,466,673 4,015,501 100 % Cost of revenues (11,696,317 ) -25 % (12,999,672 ) (1,658,904 ) -41 % Operating expenses Selling, general and administrative expenses (8,137,263 ) -17 % (8,178,103 ) (1,043,618 ) -26 % (Provision for) reversal of provision for doubtful accounts (5,246 ) 0 % 61,357 7,830 0 % Total operating expenses (8,142,509 ) -17 % (8,116,746 ) (1,035,788 ) -26 % Income from operations 27,076,251 58 % 10,350,255 1,320,809 33 % Interest income 5,142 0 % 186,390 23,785 1 % Interest expense (238,742 ) -1 % (123,269 ) (15,731 ) 0 % Other income 411,692 1 % 402,967 51,423 1 % Income before income taxes 27,254,343 58 % 10,816,343 1,380,286 34 % Income tax expense (4,696,002 ) -10 % (1,805,663 ) (230,423 ) -6 % Net income $ 22,558,341 48 % $ 9,010,680 $ 1,149,863 29 % Revenues For the year ended June 30, 2023, the Group generated its revenues through two revenue streams by the Group’s wholly-owned subsidiaries: employment services and payroll outsourcing services.
Added
During the year ended June 30, 2025, no Class A Ordinary Shares were granted, vested, or exercised by employees, directors, or consultants under 2025 Stock Incentive Plan.
Removed
For the year ended June 30, 2022, the Group generated its revenues through three revenue streams by the Group’s wholly-owned subsidiaries: employment services, payroll outsourcing services and consultancy and market research services. 80 The following table presented the Group’s revenues disaggregated by service line and geographic location of the employees of our customers for the years ended June 30, 2023 and 2022: For the years ended June 30 2022 2023 2023 Change Change Revenues HKD HKD US$ HKD % Hong Kong $ 1,108,019 $ 602,599 $ 76,898 $ (505,420 ) -46 % Macau 169,027 277,889 35,462 108,862 64 % PRC 11,426,534 10,550,194 1,346,322 (876,340 ) -8 % Taiwan 1,623,067 1,703,697 217,411 80,630 5 % Japan 361,826 699,535 89,269 337,709 93 % Australia 116,278 132,354 16,890 16,076 14 % Thailand 64,175 40,738 5,199 (23,437 ) -37 % Malaysia 57,033 37,928 4,840 (19,105 ) -33 % Vietnam 44,782 60,850 7,765 16,068 36 % India 18,444 79,809 10,185 61,365 333 % Indonesia 20,210 195,607 24,962 175,397 868 % Philippines 20,637 62,901 8,027 42,264 205 % Bangladesh - 36,391 4,644 36,391 N/A Singapore - 4,948 631 4,948 N/A Total employment services 15,030,032 14,485,440 1,848,505 (544,592 ) -4 % Hong Kong 2,865,852 842,269 107,483 (2,023,583 ) -71 % Macau 777,858 682,743 87,126 (95,115 ) -12 % PRC 12,355,903 15,378,972 1,962,530 3,023,069 24 % India 11,959 77,249 9,857 65,290 546 % Total payroll outsourcing services 16,011,572 16,981,233 2,166,996 969,661 6 % Hong Kong 15,873,473 - - (15,873,473 ) -100 % Total consultancy and market research services 15,873,473 - - (15,873,473 ) -100 % Total revenues $ 46,915,077 $ 31,466,673 $ 4,015,501 $ (15,448,404 ) -33 % The following table presented the Group’ revenues disaggregated by the timing of revenue recognition for the years ended June 30, 2023 and 2022: For the years ended June 30 2022 2023 2023 Change Change HKD HKD US$ HKD % Services transferred over time $ 40,529,178 $ 31,466,673 $ 4,015,501 $ (9,062,505 ) -22 % Services and deliverables transferred at a point in time 6,385,899 - - (6,385,899 ) -100 % Total revenues $ 46,915,077 $ 31,466,673 $ 4,015,501 $ (15,448,404 ) -33 % 81 The following table presented the Group’s number of payroll transactions disaggregated by service lines and geographic markets for the years ended June 30, 2023 and 2022: For the years ended June 30 Number of payroll transactions 2022 2023 Change Change Hong Kong 131 62 (69 ) -53 % Macau 32 60 28 88 % PRC 1,055 861 (194 ) -18 % Taiwan 164 207 43 26 % Japan 12 26 14 117 % Australia 8 7 (1 ) -13 % Thailand 7 3 (4 ) -57 % Malaysia 7 2 (5 ) -71 % Vietnam 4 5 1 25 % India 2 12 10 500 % Indonesia 2 25 23 1150 % Philippines 2 8 6 300 % Bangladesh - 8 8 N/A Singapore - 1 1 N/A Total employment services 1,426 1,287 (139 ) -10 % Hong Kong 13,280 1,396 (11,884 ) -89 % Macau 1,925 1,693 (232 ) -12 % PRC 46,932 62,199 15,267 33 % India 27 142 115 426 % Total payroll outsourcing services 62,164 65,430 3,266 5 % Hong Kong 151 - (151 ) -100 % Total consultancy and market research services 151 - (151 ) -100 % Total number of payroll transactions 63,741 66,717 2,976 5 % The following table presented the Group’s number of customers disaggregated by service lines and the respective revenue contribution to the Group for the years ended June 30, 2023 and 2022: For the years ended June 30 2022 2022 2023 2023 2023 Change Change Number of Customer Revenue (HKD) Number of Customer Revenue (HKD) Revenue (US$) Revenue (HKD) Revenue (%) Direct End-users 25 $ 2,827,892 36 $ 4,585,505 $ 585,162 $ 1,757,612 62 % Indirect end-users referred by the channels 60 12,202,140 35 9,899,935 1,263,343 (2,302,204 ) -19 % Total employment services 85 15,030,032 71 14,485,440 1,848,505 (544,592 ) -4 % End-users 29 1,998,582 38 3,592,075 458,389 1,593,492 80 % Indirect end-users referred by the channels 147 14,012,990 109 13,389,158 1,708,607 (623,832 ) -4 % Total payroll outsourcing services 176 16,011,572 147 16,981,233 2,166,996 969,661 6 % End-users 7 15,873,473 - - - (15,873,473 ) -100 % Total consultancy and market research services 7 15,873,473 - - - (15,873,473 ) -100 % Total 268 $ 46,915,077 218 $ 31,466,673 $ 4,015,501 $ (15,448,404 ) -33 % 82 Total number of customers decreased by 50 (from 268 to 218), total revenues of the Group decreased by HKD15,448,404 or 33% to HKD31,466,673 (US$4,015,501) for the year ended June 30, 2023 from HKD46,915,077 for the year ended June 30, 2022.
Added
REVERSE SHARE SPLIT On September 8, 2025, the Group has been unanimously approved a consolidation of all issued and unissued ordinary shares at a ratio of ten (10) shares to one (1) share of the same class (the “Share Consolidation”) and the Share Consolidation was effective.

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Item 6. [Reserved]

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

26 edited+6 added−2 removed59 unchanged
The compensation committee is responsible for, among other things: ● reviewing and approving the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the board with respect to the compensation of our directors; ● reviewing periodically and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. 102 Nominating and Corporate Governance Committee.
The compensation committee is responsible for, among other things: ● reviewing and approving the total compensation package for our most senior executive officers; ● approving and overseeing the total compensation package for our executives other than the most senior executive officers; ● reviewing and recommending to the board with respect to the compensation of our directors; ● reviewing periodically and approving any long-term incentive compensation or equity plans; ● selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and ● reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. 101 Nominating and Corporate Governance Committee.
The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. 101 Board Diversity We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural and education background, ethnicity, and length of service.
The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. 100 Board Diversity We seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our board, including, but not limited to, gender, skills, age, professional experience, knowledge, cultural and education background, ethnicity, and length of service.
Ho Fu Billy Wong , aged 50, was appointed as our independent non-executive Director on September 10, 2024, and he is also the chairman of nominating and corporate governance committee and a member of audit committee and compensation committee. Mr. Wong has over 25 years of finance related experience.
Ho Fu Billy Wong , aged 51, was appointed as our independent non-executive Director on September 10, 2024, and he is also the chairman of nominating and corporate governance committee and a member of audit committee and compensation committee. Mr. Wong has over 25 years of finance related experience.
Xiao Liang Li, aged 40, was appointed as our independent non-executive Director on September 10, 2024, and he is also the chairman of compensation committee and a member of nominating and corporate governance committee and audit committee. Mr. Li has over 14 years of management, finance related experience.
Xiao Liang Li, aged 41, was appointed as our independent non-executive Director on September 10, 2024, and he is also the chairman of compensation committee and a member of nominating and corporate governance committee and audit committee. Mr. Li has over 14 years of management, finance related experience.
He became a certified financial planner of the Institute of Financial Planners of Hong Kong in March 2009. Yeung, Wai Cheung, aged 54, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director and Chief Financial Officer on December 11, 2019.
He became a certified financial planner of the Institute of Financial Planners of Hong Kong in March 2009. Yeung, Wai Cheung, aged 55, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director and Chief Financial Officer on December 11, 2019.
Wu obtained the degree of Bachelor degree in Public Administration from Shanghai Normal University in the PRC in July 2005 and the degree of Master of Human Resources Management from Hong Kong Baptist University in Hong Kong in November 2016. Yin Lung Wong, aged 30, joined our Group in July 2020 as a financial controller. Mr.
Wu obtained the degree of Bachelor degree in Public Administration from Shanghai Normal University in the PRC in July 2005 and the degree of Master of Human Resources Management from Hong Kong Baptist University in Hong Kong in November 2016. Yin Lung Wong, aged 31, joined our Group in July 2020 as a financial controller. Mr.
Lao has over 15 years of experience in the payroll outsourcing service and employment service industry. Prior to founding our Group, Mr. Lao worked at various companies in the United States with a focus in software development from 1997 to 2005. From April 2006 to February 2013, Mr.
Lao has over 16 years of experience in the payroll outsourcing service and employment service industry. Prior to founding our Group, Mr. Lao worked at various companies in the United States with a focus in software development from 1997 to 2005. From April 2006 to February 2013, Mr.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. 103 Duties of Directors Under BVI law, our directors have a duty to act honestly, in good faith and with a view to our best interests.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. 102 Duties of Directors Under BVI law, our directors have a duty to act honestly, in good faith and with a view to our best interests.
Wong worked at Deloitte Touche Tohmatsu where he was involved in providing audit services for initial public offering projects and providing audit and corporate advisory services to private companies and companies listed on the Stock Exchange. 100 Mr.
Wong worked at Deloitte Touche Tohmatsu where he was involved in providing audit services for initial public offering projects and providing audit and corporate advisory services to private companies and companies listed on the Stock Exchange. 99 Mr.
Ms. Lo is primarily responsible for overseeing the daily operation in Hong Kong. Ms. Lo has over 14 years of experience in the payroll outsourcing service and employment service industry. Prior to joining our Group, Ms.
Ms. Lo is primarily responsible for overseeing the daily operation in Hong Kong. Ms. Lo has over 15 years of experience in the payroll outsourcing service and employment service industry. Prior to joining our Group, Ms.
Yiu Kong Kenneth But, aged 56, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director and chief operating officer on December 11, 2019.
Yiu Kong Kenneth But, aged 57, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director and chief operating officer on December 11, 2019.
Wong is primarily responsible for the overall financial management, reporting and day-to-day financial administration of our Group. Mr. Wong has over 7 years of experience in accounting. Prior to joining our Group, Mr.
Wong is primarily responsible for the overall financial management, reporting and day-to-day financial administration of our Group. Mr. Wong has over 8 years of experience in accounting. Prior to joining our Group, Mr.
Chunlei Wu, aged 42, joined our Group in August 2014 as a senior client account manager. Mr. Wu is primarily responsible for overseeing the daily operation in the PRC. Mr. Wu has over 17 years of experience in the payroll outsourcing service and employment service industry. Prior to joining our Group, Mr. Wu worked at Pioneer Speakers (Shanghai) Co.
Chunlei Wu, aged 43, joined our Group in August 2014 as a senior client account manager. Mr. Wu is primarily responsible for overseeing the daily operation in the PRC. Mr. Wu has over 18 years of experience in the payroll outsourcing service and employment service industry. Prior to joining our Group, Mr. Wu worked at Pioneer Speakers (Shanghai) Co.
Yeung has over 15 years of experience in the payroll outsourcing service and employment service industry. Prior to founding our Group, Mr.
Yeung has over 16 years of experience in the payroll outsourcing service and employment service industry. Prior to founding our Group, Mr.
He resigned from his position of our executive Director of the Company on December 1, 2022. He is also a director of Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy GEO Services and Galaxy Payroll (China). Mr. Yeung is mainly responsible for overall management of financial affairs of our Group. Mr.
He resigned from his position of our executive Director of the Company on December 1, 2022. He is also a director of Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy Solutions Partner and Galaxy Payroll (China). Mr. Yeung is mainly responsible for overall management of financial affairs of our Group. Mr.
He is also a director of all of the subsidiaries of our Group, namely, Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy GEO Services, Galaxy Payroll (China), Galaxy HR (Macau), Galaxy HR (TW) and Galaxy HR (SZ). Mr. Lao is responsible for overall management, strategic planning, business development and client relationship. Mr.
He is also a director of all of the subsidiaries of our Group, namely, Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy Solutions Partner, Galaxy Payroll (China), Galaxy HR (Macau), Galaxy HR (TW) and Galaxy HR (SZ). Mr. Lao is responsible for overall management, strategic planning, business development and client relationship. Mr.
He obtained degree of Master of Business Administration from the University of Hong Kong in 2021. 99 SENIOR MANAGEMENT The table below shows certain information in respect of members of our senior management: Name Age Position within our Group Principal roles and responsibilities Relationship with other Director(s) and/or senior management Ho Lo 40 Division manager Responsible for overseeing the daily operation in Hong Kong None Chunlei Wu 42 Division manager Responsible for overseeing the daily operation in the PRC None Yin Lung Wong 30 Financial controller Responsible for the overall financial management, reporting, and day-to-day financial administration of our Group None Ho Lo, aged 40, joined our Group in August 2014 as a senior client account manager.
He obtained degree of Master of Business Administration from the University of Hong Kong in 2021. 98 SENIOR MANAGEMENT The table below shows certain information in respect of members of our senior management: Name Age Position within our Group Principal roles and responsibilities Relationship with other Director(s) and/or senior management Ho Lo 41 Division manager Responsible for overseeing the daily operation in Hong Kong None Chunlei Wu 43 Division manager Responsible for overseeing the daily operation in the PRC None Yin Lung Wong 31 Financial controller Responsible for the overall financial management, reporting, and day-to-day financial administration of our Group None Ho Lo, aged 41, joined our Group in August 2014 as a senior client account manager.
He was qualified as a certified public accountant of the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) in September 2001 and is currently a practicing certified public accountant of the HKICPA. 98 Kam Kong Lau , aged 52, is an experienced professional in the field of accounting and financial consultancy.
He was qualified as a certified public accountant of the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) in September 2001 and is currently a practicing certified public accountant of the HKICPA. 97 Kam Kong Lau , aged 53, is an experienced professional in the field of accounting and financial consultancy.
He is also a director of Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy GEO Services, Galaxy Payroll (China) and Galaxy HR (Macau). Mr. But is mainly responsible for overall management of compliance matters of our Group. Mr. But has over 15 years of experience in the payroll outsourcing service and employment service industry.
He is also a director of Melkweg Cayman, Melkweg BVI, Galaxy Payroll (HK), Galaxy Payroll (TW), Galaxy Solutions Partner, Galaxy Payroll (China) and Galaxy HR (Macau). Mr. But is mainly responsible for overall management of compliance matters of our Group. Mr. But has over 16 years of experience in the payroll outsourcing service and employment service industry.
Directors and Executive officers Age Position Wai Hong Lao 53 Executive Director, Chairman and Chief Executive Officer Yiu Kong Kenneth But 56 Executive Director and Chief Operating Officer Wai Cheung Yeung 54 Chief Financial Officer Kam Kong Lau 52 Independent director Ho Fu Billy Wong 50 Independent director Xiao Liang Li 40 Independent director 97 The following is a brief biography of each of the executive officers and directors or director appointees listed above: Wai Hong Lao, aged 53, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director, the chairman of our Board and chief executive officer on December 11, 2019.
Directors and Executive officers Age Position Wai Hong Lao 54 Executive Director, Chairman and Chief Executive Officer Yiu Kong Kenneth But 57 Executive Director and Chief Operating Officer Wai Cheung Yeung 55 Chief Financial Officer Kam Kong Lau 53 Independent director Ho Fu Billy Wong 51 Independent director Xiao Liang Li 41 Independent director 96 The following is a brief biography of each of the executive officers and directors or director appointees listed above: Wai Hong Lao, aged 54, one of the founders of our Group, was appointed as our Director on October 31, 2019 and was re-designated as our executive Director, the chairman of our Board and chief executive officer on December 11, 2019.
Compensation For years ended June 30, 2024, 2023 and 2022, we paid an aggregate of HKD6,277,005 (US$801,016), HKD7,598,012 (US$973,942) and HKD6,501,546 (US$829,670) respectively, in cash (including salaries and mandatory provident fund) to our directors. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our executive officers or Directors.
Compensation For years ended June 30, 2025, 2024 and 2023, we paid an aggregate of HKD13,833,353 (US$1,762,233), HKD6,277,005 (US$801,016) and HKD7,598,012 (US$973,942) respectively, in cash (including salaries and mandatory provident fund) to our directors. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our executive officers or Directors.
Wai Cheung Yeung, holds 2,400,000 shares of the Company’s Ordinary Shares through JEAN Oceania Limited, as the sole beneficiary. (5) Mr. Hai Hong Lao has the control over Pine Mountain Holdings Limited. (6) Mr. Yiu Kong Kenneth But has the control over Agapao Investment Holding Limited. (7) Mr. Wong Tin Fat has the control over LUCKY PARTNER ENTERPRISES LIMITED.
Wai Cheung Yeung, holds 120,000 shares of the Company’s Class A Ordinary Shares and 120,000 shares of Class B Ordinary Shares through JEAN Oceania Limited, as the sole beneficiary. (5) Mr. Wai Hong Lao has the control over Pine Mountain Holdings Limited. (6) Mr. Yiu Kong Kenneth But has the control over Agapao Investment Holding Limited. (7) Mr.
Holders of our Ordinary Shares are entitled to one vote per share and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. 104 We have determined beneficial ownership in accordance with the rules of the SEC.
All holders of Class A and Class B Ordinary Shares vote together as a single class on all matters submitted to a shareholder vote, unless otherwise required by law. We have determined beneficial ownership in accordance with the rules of the SEC.
(2) Mr. Wai Hong Lao, holds 2,400,000 shares of the Company’s Ordinary Shares through Pine Mountain Holdings Limited, as the sole beneficiary. (3) Mr. Yiu Kong Kenneth But, holds 2,400,000 shares of the Company’s Ordinary Shares through Agapao Investment Holding Limited, as the sole beneficiary. (4) Mr.
(2) Mr. Wai Hong Lao, holds 120,000 shares of the Company’s Class A Ordinary Shares and 120,000 shares of Class B Ordinary Shares through Pine Mountain Holdings Limited, as the sole beneficiary. (3) Mr.
Share Ownership The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this report by our officers, directors, and 5% or greater beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Ordinary Shares.
Share Ownership The following table sets forth information regarding the beneficial ownership of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this report by our officers, directors, and 5% or greater beneficial owners of Class A Ordinary Shares and Class B Ordinary Shares.
Directors and executive officers(1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares Directors and executive officers Wai Hong Lao (2) 2,400,000 13.3 % Yiu Kong Kenneth But (3) 2,400,000 13.3 % Wai Cheung Yeung (4) 2,400,000 13.3 % Kam Kong Lau — — Ho Fu Billy Wong — — Xiao Liang Li — — All directors and executive officers (6 individuals) 7,200,000 40.0 % 5% or greater shareholders Pine Mountain Holdings Limited (5) 2,400,000 13.3 % Agapao Investment Holding Limited (6) 2,400,000 13.3 % LUCKY PARTNER ENTERPRISES LIMITED (7) 960,000 5.3 % JEAN Oceania Limited (8) 2,400,000 13.3 % FIRST START INTERNATIONAL LIMITED (9) 960,000 5.3 % VALUE CLASSIC GLOBAL LIMITED (10) 960,000 5.3 % Notes: (1) The business address for our directors and executive officers is 25 th Floor, Ovest, 77 Wing Lok Street, Sheung Wan, Hong Kong.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him or her, subject to applicable community property laws. 103 Ordinary Shares Beneficially Owned as of June 30, 2025 * Approximate Class A Ordinary Shares Class B Ordinary Shares Total ordinary shares percentage of aggregate Directors and executive officers (1) Number Approximate % Number Approximate % Number Approximate % voting power** Directors and executive officers Wai Hong Lao (2) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % Yiu Kong Kenneth But (3) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % Wai Cheung Yeung (4) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % Kam Kong Lau — — — — — — — Ho Fu Billy Wong — — — — — — — Xiao Liang Li — — — — — — — All directors and executive officers (6 individuals) 360,000 25.0 % 360,000 100 % 720,000 40.0 % 94.4 % 5% or greater shareholders Pine Mountain Holdings Limited (5) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % Agapao Investment Holding Limited (6) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % JEAN Oceania Limited (7) 120,000 8.3 % 120,000 33.3 % 240,000 13.3 % 31.5 % VALUE CLASSIC GLOBAL LIMITED (8) 96,000 6.7 % — — 96,000 5.3 % 0.5 % Notes: (1) The business address for our directors and executive officers is 25 th Floor, Ovest, 77 Wing Lok Street, Sheung Wan, Hong Kong.
Removed
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him or her, subject to applicable community property laws.
Added
There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares are entitled to one vote per share and fifty votes per share respectively.
Removed
(8) Mr. Wai Cheung Yeung has the control over JEAN Oceania Limited. (9) Mr. TSE Joseph has the control over FIRST START INTERNATIONAL LIMITED. (10) Mr. Wong Tai Kuen has the control over VALUE CLASSIC GLOBAL LIMITED. 105 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Added
Yiu Kong Kenneth But, holds 120,000 shares of the Company’s Class A Ordinary Shares and 120,000 shares of Class B Ordinary Shares through Agapao Investment Holding Limited, as the sole beneficiary. (4) Mr.
Added
Wai Cheung Yeung has the control over JEAN Oceania Limited. (8) Mr.
Added
Wong Tai Kuen has the control over VALUE CLASSIC GLOBAL LIMITED. * For each person or group included in this table, percentage of ownership is calculated by dividing the number of shares beneficially owned by such person or group by the number of ordinary shares being outstanding, 1,801,265, (consisting of 1,441,265 Class A Ordinary Shares and 360,000 Class B Ordinary Shares) as of June 30, 2025.
Added
Giving retroactive effect to the 10 for 1 reverse share split effected on September 8, 2025. ** For each person or group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group the voting power of all of ordinary shares as a single class. 104 F.
Added
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.

Item 7. Management's Discussion & Analysis

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

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Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the years ended June 30, 2024, 2023, 2022 and up to the date of this report: List of Related Parties Name Relationship Noah Trust (Asia) Limited Mr.
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the years ended June 30, 2025, 2024, 2023 and up to the date of this report: List of Related Parties Name Relationship Noah Trust (Asia) Limited Mr.
For the years ended June 30, Nature of 2022 2023 2024 Name of related parties Relationship transactions HKD HKD HKD US$ Noah Trust (Asia) Limited Mr. Kenneth But being one of its directors Payroll outsourcing service fee income $ 6,000 $ 6,000 $ 6,000 $ 768 Nebula 360 Services Limited Raymond, brother of Mr.
For the years ended June 30, Nature of 2023 2024 2025 Name of related parties Relationship transactions HKD HKD HKD US$ Noah Trust (Asia) Limited Mr. Kenneth But being one of its directors Payroll outsourcing service fee income $ 6,000 $ 6,000 $ 6,000 $ 764 Nebula 360 Services Limited Raymond, brother of Mr.
Lao, being the director Employment service fee expense $ - $ - $ 23,460 $ 3,000 Policies and Procedures for Related-Party Transactions Our board of directors has created an audit committee that is tasked with reviewing and approving all related-party transactions. C. Interests of Experts and Counsel Not applicable.
Lao, being the director Employment service fee expense $ - $ 23,460 $ 46,749 $ 6,000 Policies and Procedures for Related-Party Transactions Our board of directors has created an audit committee that is tasked with reviewing and approving all related-party transactions. C. Interests of Experts and Counsel Not applicable.
Lao, being the director 106 Balance with a related party: As of June 30, 2023 2024 2024 HKD HKD US$ Prepayment to a related party: Nebula 360 Services Limited $ - $ 78,086 $ 10,000 Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this report.
Lao, being the director Balance with a related party: As of June 30, 2024 2025 2025 HKD HKD US$ Prepayment to a related party: Nebula 360 Services Limited $ 78,086 $ - $ - Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this report. 105 Transactions with related parties: On November 1, 2019, Noah Trust (Asia) Limited (“Noah”), of which Mr.
Transactions with related parties: On November 1, 2019, Noah Trust (Asia) Limited (“Noah”), of which Mr. Yiu Kong Kenneth But (“Mr. Kenneth But”) being one of its directors, signed a service agreement with the Company.
Yiu Kong Kenneth But (“Mr. Kenneth But”) being one of its directors, signed a service agreement with the Company.