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What changed in Globavend Holdings Ltd's 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Globavend Holdings Ltd's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+346 added−270 removedSource: 20-F (2025-02-12) vs 20-F (2024-01-30)

Top changes in Globavend Holdings Ltd's 2024 20-F

346 paragraphs added · 270 removed · 239 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

82 edited+62 added−1 removed375 unchanged
Biggest changeWhile detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests. 26 Table of Contents In the event that U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence in mainland China, U.S. regulators may not be able to carry out such investigation or evidence collection directly in mainland China under the PRC laws.
Biggest changeWhile detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests.
Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong.
Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong.
We are therefore a “controlled company” as defined under the Nasdaq Stock Market Rules. 50 Table of Contents Under Rule 4350(c) of Nasdaq Capital Market Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors.
We are therefore a “controlled company” as defined under the Nasdaq Stock Market Rules. 33 Table of Contents Under Rule 4350(c) of Nasdaq Capital Market Rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Capital Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● Regulatory developments affecting us or our industry; ● Variations in our revenues, profit, and cash flow; ● Changes in the economic performance or market valuations of other financial services firms; ● Actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● Changes in financial estimates by securities research analysts; ● Detrimental negative publicity about us, our services, our officers, our directors, our Controlling Shareholder, our business partners, or our industry; ● Announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● Additions to or departures of our senior management; ● Litigation or regulatory proceedings involving us, our officers, our directors, or our Controlling Shareholder; ● Release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; ● Sales or perceived potential sales of additional Ordinary Shares. 37 Table of Contents Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following: ● Regulatory developments affecting us or our industry; ● Variations in our revenues, profit, and cash flow; ● Changes in the economic performance or market valuations of other financial services firms; ● Actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; ● Changes in financial estimates by securities research analysts; ● Detrimental negative publicity about us, our services, our officers, our directors, our Controlling Shareholder, our business partners, or our industry; ● Announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings, or capital commitments; ● Additions to or departures of our senior management; ● Litigation or regulatory proceedings involving us, our officers, our directors, or our Controlling Shareholder; ● Release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; ● Sales or perceived potential sales of additional Ordinary Shares. 26 Table of Contents Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
On August 9, 2023, an executive order was issued by President Biden to direct the Department of Treasury to issue regulations to restrict outbound investment in key technology sectors by U.S. persons to China, with a view to bolster U.S. national security and to curtail investment in sectors that may advance China’s military, intelligence, surveillance or cyber-enabled capabilities.
On August 9, 2023, an executive order was issued by former President Biden to direct the Department of Treasury to issue regulations to restrict outbound investment in key technology sectors by U.S. persons to China, with a view to bolster U.S. national security and to curtail investment in sectors that may advance China’s military, intelligence, surveillance or cyber-enabled capabilities.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 28 Table of Contents On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 18 Table of Contents On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023.
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all. 27 Table of Contents On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with PRC-based operating companies (including Hong Kong) before their registration statements will be declared effective.
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all. 17 Table of Contents On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with PRC-based operating companies (including Hong Kong) before their registration statements will be declared effective.
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.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 23 Table of Contents For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in Hong Kong.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. 15 Table of Contents For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in Hong Kong.
Likewise, data privacy breaches by employees and others who access our systems may pose a risk that sensitive customer data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships, and our reputation. 14 Table of Contents While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures, and systems, it is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our systems, information, or other property.
Likewise, data privacy breaches by employees and others who access our systems may pose a risk that sensitive customer data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships, and our reputation. 10 Table of Contents While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures, and systems, it is possible that our business, financial, and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or which we cause third-party service providers to implement, will be sufficient to protect our systems, information, or other property.
As of the date of this annual report, the Company, Globavend BVI, and Globavend HK are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
As of the date of this annual report, the Company, Globavend BVI, Globavend HK and Globavend Warehouse are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations.
In addition, our ability to raise equity and debt financing, which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity, and third-party financing, may become unavailable on terms acceptable to us or at all. 21 Table of Contents Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control.
In addition, our ability to raise equity and debt financing, which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity, and third-party financing, may become unavailable on terms acceptable to us or at all. 14 Table of Contents Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China, and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB. 29 Table of Contents As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China, and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB. 19 Table of Contents As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S.
If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including : ● A limited availability of market quotations for our Ordinary Shares; ● Reduced liquidity for our Ordinary Shares; ● A determination that our Ordinary Shares are “penny stock,” which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; ● A limited amount of news about us and analyst coverage of us; and ● A decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. 41 Table of Contents The U.S.
If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including : ● A limited availability of market quotations for our Ordinary Shares; ● Reduced liquidity for our Ordinary Shares; ● A determination that our Ordinary Shares are “penny stock,” which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; ● A limited amount of news about us and analyst coverage of us; and ● A decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. 28 Table of Contents The U.S.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which, in turn, could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us. 43 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws, and the ability of U.S. authorities to bring actions in the Cayman Islands or Hong Kong may also be limited.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which, in turn, could cause our share price or trading volume to decline and result in the loss of all or a part of your investment in us. 29 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws, and the ability of U.S. authorities to bring actions in the Cayman Islands or Hong Kong may also be limited.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 35 Table of Contents The future of Hong Kong’s position as a major air cargo hub in Asia is uncertain.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 24 Table of Contents The future of Hong Kong’s position as a major air cargo hub in Asia is uncertain.
We cannot guarantee that it will not happen in the future, and if we cannot obtain sufficient cargo space from our suppliers to meet our customers’ demand, in particular during peak seasons, our reputation within the industry could be adversely affected. 7 Table of Contents In addition, these block space agreements are terminable on 60-days’ notice without penalty by either party to the relevant agreement, namely Globavend HK or the relevant air freight carriers.
We cannot guarantee that it will not happen in the future, and if we cannot obtain sufficient cargo space from our suppliers to meet our customers’ demand, in particular during peak seasons, our reputation within the industry could be adversely affected. 6 Table of Contents In addition, these block space agreements are terminable on 60-days’ notice without penalty by either party to the relevant agreement, namely Globavend HK or the relevant air freight carriers.
Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 39 Table of Contents Any lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Ordinary Shares.
Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. 27 Table of Contents Any lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Ordinary Shares.
A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects. 19 Table of Contents In addition, even if we prevail in any litigation or enforcement proceedings against us, we could incur significant legal expenses defending against the claims, even those without merit.
A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects. 13 Table of Contents In addition, even if we prevail in any litigation or enforcement proceedings against us, we could incur significant legal expenses defending against the claims, even those without merit.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. 32 Table of Contents The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. 21 Table of Contents The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
We may need to allocate additional resources to keep updated with these developments, and we may have to make changes to our operations in order to comply with all requirements under the ES Act. 46 Table of Contents 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.
We may need to allocate additional resources to keep updated with these developments, and we may have to make changes to our operations in order to comply with all requirements under the ES Act. 31 Table of Contents 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.
If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. 48 Table of Contents We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. 32 Table of Contents We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. 44 Table of Contents You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.
As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. 30 Table of Contents You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.
The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. 30 Table of Contents Our current auditor is based in the United States and has been inspected by the PCAOB on a regular basis.
The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. 20 Table of Contents Our current auditor is based in the United States and has been inspected by the PCAOB on a regular basis.
Any industrial action or strike by our labor force beyond our control may also cause temporary or prolonged disruption to our business operation. 16 Table of Contents The logistics industry in which we operate is highly fragmented and competitive, and there can be no assurance that we can compete successfully for customers in the future.
Any industrial action or strike by our labor force beyond our control may also cause temporary or prolonged disruption to our business operation. 11 Table of Contents The logistics industry in which we operate is highly fragmented and competitive, and there can be no assurance that we can compete successfully for customers in the future.
Moreover, because even claims without merit can damage our reputation or raise concerns among our clients, we may feel compelled to settle claims at significant cost. Increasing labor costs and labor shortages in our industry may affect our business, financial condition, and results of operations. As of September 30, 2023, Globavend HK had seven employees.
Moreover, because even claims without merit can damage our reputation or raise concerns among our clients, we may feel compelled to settle claims at significant cost. Increasing labor costs and labor shortages in our industry may affect our business, financial condition, and results of operations. As of September 30, 2024, Globavend HK had seven employees.
Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. 36 Table of Contents The trading prices of volatility and wide fluctuations could be due to factors beyond our control.
Such volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. 25 Table of Contents The trading prices of volatility and wide fluctuations could be due to factors beyond our control.
In addition, we cannot assure you that we will be able to obtain access to preferred third-party service providers at attractive rates or that these providers will have adequate capacity available to meet the needs of our customers. 9 Table of Contents Our business is susceptible to disruptions in the business activities of our suppliers of cargo space.
In addition, we cannot assure you that we will be able to obtain access to preferred third-party service providers at attractive rates or that these providers will have adequate capacity available to meet the needs of our customers. 7 Table of Contents Our business is susceptible to disruptions in the business activities of our suppliers of cargo space.
In such circumstances, our capability to undertake relevant work may be directly impacted, and our business may be materially and adversely affected. We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues during the years ended September 30, 2021, 2022 and 2023.
In such circumstances, our capability to undertake relevant work may be directly impacted, and our business may be materially and adversely affected. We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues during the years ended September 30, 2022, 2023 and 2024.
In addition, the carrying value of the related assets may be subject to impairment, which may adversely affect our financial condition and operating results. 12 Table of Contents Our business is substantially dependent on our relationship with our major service suppliers. Changes or difficulties in our relationships with our service suppliers may harm our business and financial results.
In addition, the carrying value of the related assets may be subject to impairment, which may adversely affect our financial condition and operating results. 9 Table of Contents Our business is substantially dependent on our relationship with our major service suppliers. Changes or difficulties in our relationships with our service suppliers may harm our business and financial results.
As at the date of this annual report, we have eight employees. We intend to hire additional staff in Hong Kong and Australia to facilitate our expansion plans. The economy in Hong Kong, Australia and globally has experienced general increases in inflation and labor costs in recent years.
As at the date of this annual report, we have seven employees. We intend to hire additional staff in Hong Kong and Australia to facilitate our expansion plans. The economy in Hong Kong, Australia and globally has experienced general increases in inflation and labor costs in recent years.
On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden.
On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by former President Biden.
Our business is conducted in Hong Kong through our operating subsidiary Globavend HK; our books and records are reported in Hong Kong dollars, which is the currency of Hong Kong; and the financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars.
Our business is conducted in Hong Kong through our operating subsidiary in Hong Kong; our books and records are reported in Hong Kong dollars, which is the currency of Hong Kong; and the financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended September 30, 2023, we have identified certain material weakness in our internal control over financial reporting.
In the course of management’s preparation and our independent registered public accounting firm’s auditing our consolidated financial statements for the year ended September 30, 2024, we have identified certain material weakness in our internal control over financial reporting.
These uncertainties could limit the legal protections available to you. 25 Table of Contents Uncertainties regarding the interpretation and enforcement of PRC laws, rules, and regulations, which could change at any time with little advance notice, could limit the legal protections available to us.
These uncertainties could limit the legal protections available to you. 16 Table of Contents Uncertainties regarding the interpretation and enforcement of PRC laws, rules, and regulations, which could change at any time with little advance notice, could limit the legal protections available to us.
As of the date of this annual report, we have not experienced any failure to detect shipments of illicit or dangerous nature. 10 Table of Contents We may fail to identify referral consignments that carry goods of dangerous or illicit nature.
As of the date of this annual report, we have not experienced any failure to detect shipments of illicit or dangerous nature. 8 Table of Contents We may fail to identify referral consignments that carry goods of dangerous or illicit nature.
A decline in the popularity of e-commerce may adversely affect the business prospects of our customers, and ultimately, our revenue and business prospects may be adversely affected. 17 Table of Contents We may be unable to successfully implement our future business plans and objectives.
A decline in the popularity of e-commerce may adversely affect the business prospects of our customers, and ultimately, our revenue and business prospects may be adversely affected. 12 Table of Contents We may be unable to successfully implement our future business plans and objectives.
If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected. 11 Table of Contents Significant increases in freight rates and charges charged by service providers may affect our business, financial condition, and results of operations.
If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected. Significant increases in freight rates and charges charged by service providers may affect our business, financial condition, and results of operations.
Wai Yiu Yau, our founder, chief executive officer, and chairman of the board, has accumulated over 16 years of experience respectively in the logistics industry. See “Item 6. Directors, Senior Management and Employees.” In particular, Mr. Yau has made significant contribution to our success and has an indispensable value in guiding our future development.
Wai Yiu Yau, our founder, chief executive officer, and chairman of the board, has accumulated over 18 years of experience in the logistics industry. See “Item 6. Directors, Senior Management and Employees.” In particular, Mr. Yau has made significant contribution to our success and has an indispensable value in guiding our future development.
We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. 38 Table of Contents We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have.
We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have.
Risks Related to Our Ordinary Shares If an active trading market does not develop, you may not be able to resell our Ordinary Shares at any reasonable price. An active trading market may not develop or, if developed, may not be sustained for the trading of our Ordinary Shares.
If an active trading market does not develop, you may not be able to resell our Ordinary Shares at any reasonable price. An active trading market may not develop or, if developed, may not be sustained for the trading of our Ordinary Shares.
In the event of a failure to comply, Globavend HK may become subject to fines and other penalties that may have a material adverse effect on our business, operations, and financial condition; may hinder our ability to offer or continue to offer Ordinary Shares to investors; and may cause the value of our Ordinary Shares to significantly decline or be worthless.
In the event of a failure to comply, we may become subject to fines and other penalties that may have a material adverse effect on our business, operations, and financial condition; may hinder our ability to offer or continue to offer Ordinary Shares to investors; and may cause the value of our Ordinary Shares to significantly decline or be worthless.
You may not realize a return on your investment in our Ordinary Shares, and you may even lose your entire investment in our Ordinary Shares. 42 Table of Contents Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
You may not realize a return on your investment in our Ordinary Shares, and you may even lose your entire investment in our Ordinary Shares. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
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. 47 Table of Contents We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
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. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
Our stock price could decline because of such allegations, even if the allegations are false. 33 Table of Contents A downturn in the Hong Kong, mainland China, or global economy, or a change in the economic and political policies of China, could materially and adversely affect our business and financial condition.
Our stock price could decline because of such allegations, even if the allegations are false. A downturn in the Hong Kong, mainland China, or global economy, or a change in the economic and political policies of China, could materially and adversely affect our business and financial condition.
We would also continue to enhance our information technology infrastructure and develop intelligent delivery and collection solutions to lower labor involvements and, thus, reduce labor costs. 20 Table of Contents Natural disasters, acts of war, and other catastrophic events may adversely affect our operations.
We would also continue to enhance our information technology infrastructure and develop intelligent delivery and collection solutions to lower labor involvements and, thus, reduce labor costs. Natural disasters, acts of war, and other catastrophic events may adversely affect our operations.
President Donald Trump signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy.
President Donald Trump (in his former presidency) signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy.
House of Representatives approved the HFCA Act. 31 Table of Contents On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirements for companies primarily operating in a “Restrictive Market,” (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirements for companies primarily operating in a “Restrictive Market,” (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
As of the date of this annual report, our directors, officers, and principal shareholders hold in aggregate 11,444,790 of our Ordinary Shares, representing approximately 78.25% of the total voting power.
As of the date of this annual report, our directors, officers, and principal shareholders hold in aggregate 11,444,790 of our Ordinary Shares, representing approximately 76.7% of the total voting power.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of Globavend HK, their respective abilities to accept foreign investments, and the listing of our Ordinary Shares on U.S. or other foreign exchanges.
It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaires in Hong Kong, their respective abilities to accept foreign investments, and the listing of our Ordinary Shares on U.S. or other foreign exchanges.
If the CSRC Filing Rules become applicable to Globavend HK, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to Globavend HK, the business operations of Globavend HK and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future.
If the CSRC Filing Rules become applicable to our subsidiaires in Hong Kong, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our susbidiairies in Hong Kong, our business operations and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future.
If Globavend HK becomes subject to the CAC or CSRC review, we cannot assure you that Globavend HK will be able to comply with the regulatory requirements in all respects, and the current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities.
If any of our subsidiaries in Hong Kong becomes subject to the CAC or CSRC review, we cannot assure you that we will be able to comply with the regulatory requirements in all respects, and the current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities.
There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations and whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our operating subsidiary Globavend HK, located in Hong Kong.
There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations and whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our subsidiaries in Hong Kong.
The enactment of Law of the PRC on Safeguarding the Hong Kong National Security Law could impact Globavend HK. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law (the “Hong Kong National Security Law”).
The enactment of Law of the PRC on Safeguarding the Hong Kong National Security Law could impact our subsidiaries in Hong Kong. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law (the “Hong Kong National Security Law”).
If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S.
If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.
The PRC laws and regulations do not currently have any material impact on transfers of cash from Globavend Holdings to Globavend HK or from Globavend HK to Globavend Holdings, our shareholders, and U.S. investors.
The PRC laws and regulations do not currently have any material impact on transfers of cash from Globavend Holdings to our subsidiaries in Hong Kong or from such subsidiaries to Globavend Holdings, our shareholders, and U.S. investors.
For the year ended September 30, 2023, three customers accounted for 21.9%, 18.1%, and 14.2% of our total revenue. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services from these customers.
For the year ended September 30, 2024, three customers accounted for 18.1%, 16.0%, and 12.6% of our total revenue. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for our services from these customers.
Globavend Holdings is a holding company, and we conduct all our operations in Hong Kong through our operating subsidiary Globavend HK. Hong Kong is a special administrative region of the PRC.
Globavend Holdings is a holding company, and we conduct all our operations in Hong Kong through our operating subsidiary, Globavend HK. Other than Globavend, our other subsidiaries in Hong Kong also include Globavend Warehouse. Hong Kong is a special administrative region of the PRC.
We cannot assure you that our use of such leased properties will not be challenged. In the event that our use of leased properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations.
In the event that our use of leased properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations.
For the year ended September 30, 2021, three major suppliers accounted for 51.2%, 21.1% and 12.8% of our total purchases. Apart from the cargo block space agreements, we generally do not enter into any long-term agreements with our service suppliers. Accordingly, there is no assurance that Globavend HK can maintain stable and long-term business relationships with any service supplier.
For the year ended September 30, 2022, four major suppliers accounted for 26.2%, 14.7%, 14.6%, and 13.1% of our total purchases. Apart from the cargo block space agreements, we generally do not enter into any long-term agreements with our service suppliers. Accordingly, there is no assurance that Globavend HK can maintain stable and long-term business relationships with any service supplier.
A cyberattack may disrupt our operations and compromise the personal data of our customers. We rely on information technology to maintain our electronic systems and database in the course of our business operations. Our suppliers’ and customers’ information, flight schedules, and information on our customers’ goods at our warehouses are electronically recorded in our systems.
We rely on information technology to maintain our electronic systems and database in the course of our business operations. Our suppliers’ and customers’ information, flight schedules, and information on our customers’ goods at our warehouses are electronically recorded in our systems.
If for any reason, our customers no longer require cargo spaces from us at the same level or on similar terms as they have done historically or at all, in the future (for example, in the event of decrease in customers’ end products due to economic downturn), or our customers remove us from their list of nominated logistics services providers, and if we are unable to obtain orders in substitution, or unable to develop new customers, our business may be materially and adversely affected. 8 Table of Contents We rely on our business partners, including air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement certain services to our customers.
If for any reason, our customers no longer require cargo spaces from us at the same level or on similar terms as they have done historically or at all, in the future (for example, in the event of decrease in customers’ end products due to economic downturn), or our customers remove us from their list of nominated logistics services providers, and if we are unable to obtain orders in substitution, or unable to develop new customers, our business may be materially and adversely affected.
The trend of eliminating intermediaries creates disintermediation in our industry and possesses significant risks to our industry, as any significant decrease in demand for our freight forwarding services could negatively impact our business. 13 Table of Contents Our business is dependent on information technology and is subject to cybersecurity risks.
The trend of eliminating intermediaries creates disintermediation in our industry and possesses significant risks to our industry, as any significant decrease in demand for our freight forwarding services could negatively impact our business. Our business is dependent on information technology and is subject to cybersecurity risks. A cyberattack may disrupt our operations and compromise the personal data of our customers.
We derive a significant portion of our revenues from a few major customers. For the year ended September 30, 2021, three customers accounted for 32.0%, 23.2%, and 10.3% of our total revenue. For the year ended September 30, 2022, three customers accounted for 19.3%, 16.4%, and 15.7% of our total revenue.
We derive a significant portion of our revenues from a few major customers. For the year ended September 30, 2022, three customers accounted for 19.3%, 16.4%, and 15.7% of our total revenue. For the year ended September 30, 2023, three customers accounted for 21.9%, 18.1%, and 14.2% of our total revenue.
The summary consolidated statements of operations and cash flow For the years ended September 30, 2021 2022 2023 Net cash provided by operating activities $ 875,086 $ 783,045 $ 2,021,831 Net cash used in investing activities (1,192 ) (9,247 ) (7,455 ) Net cash used in financing activities (222,753 ) (1,244,502 ) (2,017,979 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 651,141 (470,704 ) (3,603 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 377,298 1,028,439 557,735 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,028,439 $ 557,735 $ 554,132 The summary consolidated balance sheet as at As of September 30, 2022 2023 Total Assets $ 2,520,508 $ 4,474,778 Total Liabilities $ (1,621,365 ) $ (3,972,602 ) Total shareholders’ equity $ 899,143 $ 502,176 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 years ended September 30, 2022 2023 2024 Net cash provided by operating activities $ 783,045 $ 2,021,831 $ 326,089 Net cash used in investing activities (9,247 ) (7,455 ) (592,585 ) Net cash (used in) provided by financing activities (1,244,502 ) (2,017,979 ) 2,008,826 NET CHANGE IN CASH AND CASH EQUIVALENTS (470,704 (3,603 ) 1,742,330 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,028,439 557,735 554,132 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 557,735 $ 554,132 $ 2,296,462 The summary consolidated balance sheet as at As of September 30, 2023 2024 Total Assets $ 4,474,778 $ 7,955,214 Total Liabilities $ (3,972,602 ) $ (2,785,688 ) Total shareholders’ equity $ 502,176 $ 5,169,526 Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable.
This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.
Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries.
For the year ended September 30, 2023, four major suppliers accounted for 33.1%, 23.1%, and 13.4% and 10.9% of our total purchases. For the year ended September 30, 2022, four major suppliers accounted for 26.2%, 14.7%, 14.6%, and 13.1% of our total purchases.
For the year ended September 30, 2024, two major suppliers accounted for 45.8% and 10.9% of our total purchases. For the year ended September 30, 2023, four major suppliers accounted for 33.1%, 23.1%, 13.4% and 10.9% of our total purchases.
The following table presents our summary consolidated statements of operations and comprehensive income for the fiscal years ended September 30, 2022 and 2023: Years ended September 30, 2021 2022 2023 Revenue Integrated cross-border logistics services $ 11,993,332 $ 19,444,182 $ 16,872,539 Air freight forwarding services 1,262,748 4,577,014 1,713,989 13,256,080 24,021,196 18,586,528 Cost of revenue 12,271,114 22,615,318 16,680,941 Gross profit 984,966 1,405,878 1,905,587 General and administrative expenses 421,181 588,732 758,726 Income from operation 563,785 817,146 1,146,861 Other income (expense) Interest income 21 108 3,481 Interest expense (78 ) (2,755 ) (1,066 ) Other income 78,622 122,289 120,367 Total other income/(expense), net 78,565 119,642 122,782 Income before income taxes 642,350 936,788 1,269,643 Income tax expenses 77,592 126,561 192,251 Net income 564,758 810,227 1,077,392 6 Table of Contents B.
The following table presents our summary consolidated statements of operations and comprehensive income for the fiscal years ended September 30, 2022, 2023 and 2024: Years ended September 30, 2022 2023 2024 Revenue Integrated cross-border logistics services $ 19,444,182 $ 16,872,539 $ 15,116,783 Air freight forwarding services 4,577,014 1,713,989 1,423,396 24,021,196 18,586,528 16,540,179 Cost of revenue 22,615,318 16,680,941 14,120,777 Gross profit 1,405,878 1,905,587 2,419,402 General and administrative expenses 588,732 758,726 1,079,349 Income from operation 817,146 1,146,861 1,340,053 Other income Interest income 108 3,481 68,205 Interest expense (2,755 ) (1,066 ) (2,393 ) Other income 122,289 120,367 156,953 Total other income, net 119,642 122,782 222,765 Income before income taxes 936,788 1,269,643 1,562,818 Income tax expenses 126,561 192,251 223,810 Net income 810,227 1,077,392 1,339,008 5 Table of Contents B.
We will continue to closely monitor the situation throughout 2024 and beyond. Risks Related to Doing Business in Hong Kong All of our operations are in Hong Kong, a special administrative region of the PRC.
Risks Related to Doing Business in Hong Kong All of our operations are in Hong Kong, a special administrative region of the PRC.
We cannot assure you that all of the required qualifications, licenses, and registrations can be maintained or renewed in a timely manner or at all.
Further, the standards of compliance required may from time to time be subject to changes without substantial advance notice. We cannot assure you that all of the required qualifications, licenses, and registrations can be maintained or renewed in a timely manner or at all.
However, we cannot assure you that these measures may fully address the material weakness in our internal control over financial reporting or that we may not identify additional material weaknesses or significant deficiencies in the future. 40 Table of Contents Section 404 of the Sarbanes-Oxley Act, or Section 404, will require us to include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2024.
Section 404 of the Sarbanes-Oxley Act, or Section 404, will require us to include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending September 30, 2024.
As a result, we cannot predict the effect of future developments in China’s legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. 24 Table of Contents Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.
As a result, we cannot predict the effect of future developments in China’s legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.
Thus, even if we no longer qualify as an emerging growth company, as long as we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. 49 Table of Contents We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” Upon consummation of our initial public offering in November 2023, we have incurred significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” Upon consummation of our initial public offering in November 2023, we have incurred significant legal, accounting, and other expenses as a public company that we did not incur as a private company.
As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are by their very nature uncertain. 22 Table of Contents In addition, these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, which may result in inconsistency with our current policies and practices.
As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are by their very nature uncertain.
There is no assurance that our service providers will at all times perform at a satisfactory level. It may happen that the labels noting the destinations of the cargo fall off and that the air freight carriers mistakenly deliver the cargo to other destinations.
It may happen that the labels noting the destinations of the cargo fall off and that the air freight carriers mistakenly deliver the cargo to other destinations.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. 45 Table of Contents Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions, such as the United States.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
In the event that our rental expenses for our office located in Tsuen Wan increase, our operating expenses will increase and also affect our operating cash flows and, in turn, materially and adversely affect our business, results of operations, and prospects. 18 Table of Contents Furthermore, the leases for the office and warehousing facilities we use could be challenged by third parties or government authorities, which may cause interruptions to our business operations.
In the event that our rental expenses for our office located in Tsuen Wan increase, our operating expenses will increase and also affect our operating cash flows and, in turn, materially and adversely affect our business, results of operations, and prospects.
We maintain business relationships with air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement services to our customers. Customs clearance companies, ground transportation companies, and local delivery service providers are engaged on an as-needed basis, since it is more cost-effective and offers flexibility in cost management.
We rely on our business partners, including air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement certain services to our customers. We maintain business relationships with air freight carriers, customs clearance companies, ground transportation companies, and local delivery service providers to implement services to our customers.
It is essential to our operation as an air freight forwarder for us to maintain certain qualifications, licenses, and registrations.
It is essential to our operation as an air freight forwarder for us to maintain certain qualifications, licenses, and registrations. To maintain such qualifications, licenses, or registrations, we must comply with the relevant requirements imposed by the International Air Transport Association (“ IATA ”).
Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could, in turn, have a material adverse effect on the business outlook of our business. 34 Table of Contents Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our Ordinary Shares.
Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our Ordinary Shares.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeOrganizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: The charts below illustrate our corporate structure and identifies our subsidiaries as of the date of this annual report: Name Background Ownership Globavend BVI - A BVI company 100% owned by Globavend Holdings - Incorporated on May 24, 2023 - Issued share capital of US$2.00 - Intermediate holding company Globavend HK - A Hong Kong company 100% owned by Globavend BVI - Incorporated on June 27, 2016 - Issued share capital of HK$1,000,000 - Engaged in the provision of cross-border logistics and air-freight forwarding services 81 Table of Contents D.
Biggest changeWai Yiu Yau 100% Globavend Investment Limited (BVI) Other Investors 76.7% 23.3% (11,444,790 Ordinary Shares) (3,414,333 Ordinary Shares) Globavend Holdings Limited (Cayman Islands) 100% Globavend Associates Limited (BVI) 100% 100% Globavend (HK) Limited (Hong Kong) Globavend Warehouse Limited (Hong Kong) Name Background Ownership Globavend BVI - A BVI company 100% owned by Globavend Holdings - Incorporated on May 24, 2023 - Issued share capital of US$2.00 - Intermediate holding company Globavend HK - A Hong Kong company 100% owned by Globavend BVI - Incorporated on June 27, 2016 - Issued share capital of HK$1,000,000 - Engaged in the provision of cross-border logistics and air-freight forwarding services Globavend Warehouse - A Hong Kong company 100% owned by Globavend BVI - Incorporated on September 24, 2024 - Issued share capital of HK$1 - Investment holding company 54 Table of Contents D.
If you are a corporate shareholder (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content. 78 Table of Contents How We May Use a Shareholder’s Personal Data We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
If you are a corporate shareholder (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in us, this will be relevant for those individuals and you should transit the content of this privacy notice to such individuals or otherwise advise them of its content. 52 Table of Contents How We May Use a Shareholder’s Personal Data We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended September 30, 2021, 2022 and 2023, with details set forth below: License/Permit/Approval Holding Entity Issuing Authority Date of Grant Date of Expiry Accredited Cargo Agent Globavend HK International Air Transport Association September 18, 2022 — Regulated Agents Globavend HK Civil Aviation Department, HKSAR August 18, 2020 — Regulations Regulations Related to Our Business Operations in Hong Kong Regulations Related to Our Freight Forwarding Business Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
We have obtained all the necessary licenses, permits, and approvals that are material to our business during the years ended September 30, 2022, 2023 and 2024, with details set forth below: License/Permit/Approval Holding Entity Issuing Authority Date of Grant Date of Expiry Accredited Cargo Agent Globavend HK International Air Transport Association September 18, 2022 — Regulated Agents Globavend HK Civil Aviation Department, HKSAR August 18, 2020 — Regulations Regulations Related to Our Business Operations in Hong Kong Regulations Related to Our Freight Forwarding Business Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
An RA shall also ensure that a consignment of cargo accepted from a known consignor or another RA is: (a) accompanied by a full description of the contents in the shipping documents (e.g. airway bills, cargo manifests), that the RA’s registration code or the known consignor’s code on the shipping documents of the consignment is checked; (b) checked against the description in the shipping documents in respect of the quantity of the cargo tendered and any sign of the package having been tampered with; (c) declared as known cargo by checking the annotation of the tendering RA’s registration code or otherwise stated as unknown cargo on shipping documents in the inter-RA’s handling; and (d) safeguarded from unauthorized interference after it has been received until accepted by the next RA or an airline, or until loaded on to an aircraft. 65 Table of Contents RAs shall also maintain an orderly documentation and record system.
An RA shall also ensure that a consignment of cargo accepted from a known consignor or another RA is: (a) accompanied by a full description of the contents in the shipping documents (e.g. airway bills, cargo manifests), that the RA’s registration code or the known consignor’s code on the shipping documents of the consignment is checked; (b) checked against the description in the shipping documents in respect of the quantity of the cargo tendered and any sign of the package having been tampered with; (c) declared as known cargo by checking the annotation of the tendering RA’s registration code or otherwise stated as unknown cargo on shipping documents in the inter-RA’s handling; and (d) safeguarded from unauthorized interference after it has been received until accepted by the next RA or an airline, or until loaded on to an aircraft. 44 Table of Contents RAs shall also maintain an orderly documentation and record system.
The Commissioner of Inland Revenue must register each business for which a business registration application is made and, as soon as practicable after the prescribed business registration fee and levy are paid, issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. 64 Table of Contents Aviation Security Ordinance (Chapter 494 of the Laws of Hong Kong) The Aviation Security Ordinance is an ordinance that makes provision for the prevention and suppression of acts of violence against civil air transport and connected purposes, and constitute the comprehensive legislation for implementation of the conventions and agreements on aviation security promulgated by the International Civil Aviation Organization (the “ICAO”).
The Commissioner of Inland Revenue must register each business for which a business registration application is made and, as soon as practicable after the prescribed business registration fee and levy are paid, issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. 43 Table of Contents Aviation Security Ordinance (Chapter 494 of the Laws of Hong Kong) The Aviation Security Ordinance is an ordinance that makes provision for the prevention and suppression of acts of violence against civil air transport and connected purposes, and constitute the comprehensive legislation for implementation of the conventions and agreements on aviation security promulgated by the International Civil Aviation Organization (the “ICAO”).
Proprietor includes any person, body corporate, a firm, an occupier and the agent of such an occupier having the management or control of the business carried on in an industrial undertaking for the time being. 70 Table of Contents Section 6A(1) of the FIUO provides that “it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking.” Contravention of such duty is an offence and is liable to a fine of HK$3,000,000 on summary conviction, and HK$10,000,000 on conviction on indictment.
Proprietor includes any person, body corporate, a firm, an occupier and the agent of such an occupier having the management or control of the business carried on in an industrial undertaking for the time being. 47 Table of Contents Section 6A(1) of the FIUO provides that “it shall be the duty of every proprietor of an industrial undertaking to ensure, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking.” Contravention of such duty is an offence and is liable to a fine of HK$3,000,000 on summary conviction, and HK$10,000,000 on conviction on indictment.
Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business. 72 Table of Contents Under section 119A of the Copyright Ordinance, there is a provision against copying service business which imposes criminal liability when a person, for the purpose of or in the course of a copying service business, possess a reprographic copy of a copyright work as published in a book, magazine or periodical, being a copy that is an infringing copy of the copyright work.
Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business. 48 Table of Contents Under section 119A of the Copyright Ordinance, there is a provision against copying service business which imposes criminal liability when a person, for the purpose of or in the course of a copying service business, possess a reprographic copy of a copyright work as published in a book, magazine or periodical, being a copy that is an infringing copy of the copyright work.
We engage (i) air freight carriers for the provision of cargo spaces, (ii) supporting ground transportation companies for the ground transportation services in Australia and New Zealand, (iii) customs clearance companies in Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destination in Australia and New Zealand. 55 Table of Contents Our integrated cross-border logistics services, together with our proprietary all-in-one shipping solution, enable us to provide efficient and customer-oriented services.
We engage (i) air freight carriers for the provision of cargo spaces, (ii) supporting ground transportation companies for the ground transportation services in Australia and New Zealand, (iii) customs clearance companies in Australia and New Zealand for the preparation of freight documentation and arrangement for customs clearance, and (iv) local delivery service providers for dispatching and distributing our customers’ goods to their designated destination in Australia and New Zealand. 38 Table of Contents Our integrated cross-border logistics services, together with our proprietary all-in-one shipping solution, enable us to provide efficient and customer-oriented services.
On May 22, 2023, our ultimate holding company, Globavend Holdings was incorporated under the laws of the Cayman Islands as an exempted company with limited liability, with an authorized share capital of US$50,000 divided into 50,000,000 ordinary shares, par value US$0.001, with 13,125,000 Ordinary Shares issued and allotted to Globavend Investments Limited (“Globavend Investments”), a company incorporated under the laws of the BVI, and wholly-owned by our Controlling Shareholder. 51 Table of Contents On May 24, 2023, Globavend Associates Limited (“Globavend BVI”) was incorporated under the laws of the British Virgin Islands.
On May 22, 2023, our ultimate holding company, Globavend Holdings was incorporated under the laws of the Cayman Islands as an exempted company with limited liability, with an authorized share capital of US$50,000 divided into 50,000,000 ordinary shares, par value US$0.001, with 13,125,000 Ordinary Shares issued and allotted to Globavend Investments Limited (“Globavend Investments”), a company incorporated under the laws of the BVI, and wholly-owned by our Controlling Shareholder. 35 Table of Contents On May 24, 2023, Globavend Associates Limited (“Globavend BVI”) was incorporated under the laws of the British Virgin Islands.
Any person who contravenes section 6C or 6D of the Import and Export Ordinance in respect of any article specified in Part 2 of Schedule 1 or Part 2 of Schedule to the Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) shall be liable to a fine of $500,000 and to imprisonment for two years on summary conviction, or a fine of $2,000,000 and to imprisonment for seven years on conviction on indictment. 74 Table of Contents Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong) Regulation 3 of the Import and Export (Registration) Regulations (“Import and Export Regulations”) sets out exemptions in respect of regulations 4 and 5.
Any person who contravenes section 6C or 6D of the Import and Export Ordinance in respect of any article specified in Part 2 of Schedule 1 or Part 2 of Schedule to the Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) shall be liable to a fine of $500,000 and to imprisonment for two years on summary conviction, or a fine of $2,000,000 and to imprisonment for seven years on conviction on indictment. 49 Table of Contents Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong) Regulation 3 of the Import and Export (Registration) Regulations (“Import and Export Regulations”) sets out exemptions in respect of regulations 4 and 5.
The Montreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) (the “CAO”). 67 Table of Contents The provisions of the Montreal Convention, as set out in Schedule 1A of the CAO, so far as they relate to the rights and liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to the CAO, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective of the nationality of the aircraft performing that carriage.
The Montreal Convention was put into force in Hong Kong under the Carriage by Air Ordinance (Chapter 500 of the Laws of Hong Kong) (the “CAO”). 45 Table of Contents The provisions of the Montreal Convention, as set out in Schedule 1A of the CAO, so far as they relate to the rights and liabilities of carriers, carriers’ servants and agents, passengers, consignors, consignees and other persons, and subject to the CAO, have the force of law in relation to any carriage by air to which the Montreal Convention applies, irrespective of the nationality of the aircraft performing that carriage.
An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. 68 Table of Contents Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance.
An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. 46 Table of Contents Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. 76 Table of Contents Regulations Related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed. 50 Table of Contents Regulations Related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
Our business model principally involves the provision of (i) integrated cross-border logistics services, which include air freight forwarding services offered as an integral part thereof; and (ii) air freight forwarding services, offered as a modularized logistics service segmented from our integrated cross-border logistics services. 53 Table of Contents Our logistics network covers Hong Kong and four cities in Australia, namely Sydney, Melbourne, Brisbane, and Perth, as well as New Zealand.
Our business model principally involves the provision of (i) integrated cross-border logistics services, which include air freight forwarding services offered as an integral part thereof; and (ii) air freight forwarding services, offered as a modularized logistics service segmented from our integrated cross-border logistics services. 36 Table of Contents Our logistics network covers Hong Kong and four cities in Australia, namely Sydney, Melbourne, Brisbane, and Perth, as well as New Zealand.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. 77 Table of Contents Data Protection Act (As Revised) of the Cayman Islands Cayman Islands Data Protection Laws We have certain duties under the Data Protection Act (as revised) of the Cayman Islands (the “DPA”), based on internationally accepted principles of data privacy.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. 51 Table of Contents Data Protection Act (As Revised) of the Cayman Islands Cayman Islands Data Protection Laws We have certain duties under the Data Protection Act (as revised) of the Cayman Islands (the “DPA”), based on internationally accepted principles of data privacy.
Risk Factors — Risks Related to Our Business and Industry —Our insurance coverage may be inadequate to protect us from potential losses.” 63 Table of Contents Intellectual Property As of the date of this annual report, we have registered one trademark in Hong Kong, which we consider to be material to our business: Trademark Place of registration Trademark number Owner Class Expiry date Hong Kong 306075667 Globavend HK 16, 35, 36, 38, 39, 42 October 5, 2032 Licenses and Regulatory Approvals A summary of the laws and regulations applicable to our business and industry is set out in the section headed “Regulation” in this annual report.
Risk Factors — Risks Related to Our Business and Industry —Our insurance coverage may be inadequate to protect us from potential losses.” Intellectual Property As of the date of this annual report, we have registered one trademark in Hong Kong, which we consider to be material to our business: Trademark Place of registration Trademark number Owner Class Expiry date Hong Kong 306075667 Globavend HK 16, 35, 36, 38, 39, 42 October 5, 2032 Licenses and Regulatory Approvals A summary of the laws and regulations applicable to our business and industry is set out in the section headed “Regulation” in this annual report.
Globavend BVI is a wholly owned subsidiary of the Company, which was incorporated for the purposes of acting as intermediary holding companies of the Company’s operating entity, Globavend HK.
Globavend BVI is a wholly owned subsidiary of the Company, which was incorporated for the purposes of acting as intermediary holding company of the Company’s operating entity, Globavend HK.
For the years ended September 30, 2021, 2022 and 2023, we did not experience any failure in our all-in-one shipping solution that caused material disruptions to our operations. We are, however, susceptible to risks relating to failure of our information technology system. For details regarding such risks, refer to “ Item 3. Key Information—D.
For the years ended September 30, 2022, 2023 and 2024, we did not experience any failure in our all-in-one shipping solution that caused material disruptions to our operations. We are, however, susceptible to risks relating to failure of our information technology system. For details regarding such risks, refer to “ Item 3. Key Information—D.
The chart below shows the coverage of our logistics network. 54 Table of Contents Integrated Cross-Border Logistics Services Our integrated cross-border logistics services is our dominant business segment, which involve order processing, parcel consolidation, cross-border transportation (primarily by way of air freight), and air freight forwarding, followed by ground transportation and delivery at destination cities, together with other value-added services.
The chart below shows the coverage of our logistics network. 37 Table of Contents Integrated Cross-Border Logistics Services Our integrated cross-border logistics services is our dominant business segment, which involve order processing, parcel consolidation, cross-border transportation (primarily by way of air freight), and air freight forwarding, followed by ground transportation and delivery at destination cities, together with other value-added services.
Enterprise customers can handily print out the thermal labels so generated and adhere it to packages. 60 Table of Contents Our all-in-one shipping solution can be integrated into customer’s IT systems, typically by way of application programming interface (API), with minimal costs.
Enterprise customers can handily print out the thermal labels so generated and adhere it to packages. 41 Table of Contents Our all-in-one shipping solution can be integrated into customer’s IT systems, typically by way of application programming interface (API), with minimal costs.
Property, Plant and Equipment We do not own any real property. During the years ended September 30, 2021, 2022 and 2023, we leased the following properties to support our business activities and operations: No. Location Gross floor area (sq.m) Rent 1.
Property, Plant and Equipment We do not own any real property. During the years ended September 30, 2022, 2023 and 2024, we leased the following properties to support our business activities and operations: No. Location Gross floor area (sq.m) Rent 1.
For the years ended September 30, 2021, 2022 and 2023, the value of direct bookings for cargo spaces made with air freight carriers and other freight forwarders amounted to approximately US$5.3 million, US$12.3 million and US$7.1 million, respectively.
For the years ended September 30, 2022, 2023 and 2024, the value of direct bookings for cargo spaces made with air freight carriers and other freight forwarders amounted to approximately US$12.3 million, US$7.1 million and US$3.5 million, respectively.
Management believes that we compete favorably with our competitors through our competitive strengths, such as well-established partnerships with customers and our service suppliers, our all-in-one shipping solution system, and a strong capability to provide integrated logistics solutions. 62 Table of Contents Seasonality For the years ended September 30, 2021, 2022 and 2023, there were no specific and obvious seasonality that affected the demand for our services.
Management believes that we compete favorably with our competitors through our competitive strengths, such as well-established partnerships with customers and our service suppliers, our all-in-one shipping solution system, and a strong capability to provide integrated logistics solutions. 42 Table of Contents Seasonality For the years ended September 30, 2022, 2023 and 2024, there were no specific and obvious seasonality that affected the demand for our services.
On April 5, 2023, the Civil Aviation Bill received Royal assent and became the Civil Aviation Act 2023. The new Act will be in force from April 5, 2025. 80 Table of Contents C.
On April 5, 2023, the Civil Aviation Bill received Royal assent and became the Civil Aviation Act 2023. The new Act will be in force from April 5, 2025. 53 Table of Contents C.
As of September 30, 2021, 2022 and 2023, we maintain bank guarantee of $5,128, $232,051 and nil, respectively, with IATA. (ii) Block Space Arrangements We have established a block space agreement with an air freight carrier to secure a committed amount of air cargo spaces for a predetermined period, typically one year, at pre-agreed costs.
As of September 30, 2022, 2023 and 2024, we maintain bank guarantee of $232,051, nil and nil, respectively, with IATA. (ii) Block Space Arrangements We have established a block space agreement with an air freight carrier to secure a committed amount of air cargo spaces for a predetermined period, typically one year, at pre-agreed costs.
Ground transportation companies will also be engaged if customers request for parcel pick-up. 57 Table of Contents We purchase cargo space from our suppliers either through (i) direct booking from air freight carriers, or (ii) block space arrangements.
Ground transportation companies will also be engaged if customers request for parcel pick-up. We purchase cargo space from our suppliers either through (i) direct booking from air freight carriers, or (ii) block space arrangements.
Such block space agreements typically contain clauses requiring us to make payments to air freight carriers for the agreed volume of cargo spaces, irrespective of whether the air cargo spaces have been fully utilized, except when the volume of air cargo spaces available for use on the particular aircraft is less than the agreed volume of cargo space. 58 Table of Contents During the years ended September 30, 2021, 2022 and 2023, we paid an aggregate cost of approximately US$986,858, US$1,340,658 and US$1,219,343, respectively, under our block space agreements.
Such block space agreements typically contain clauses requiring us to make payments to air freight carriers for the agreed volume of cargo spaces, irrespective of whether the air cargo spaces have been fully utilized, except when the volume of air cargo spaces available for use on the particular aircraft is less than the agreed volume of cargo space. 40 Table of Contents During the years ended September 30, 2022, 2023 and 2024, we paid an aggregate cost of approximately US$1,340,658, US$1,219,343 and US$1,286,457, respectively, under our block space agreements.
For the years ended September 30, 2021, 2022 and 2023, we transacted with 9, 10 and 5 air freight suppliers, respectively, comprising air freight carriers and freight forwarders, for the provision of cargo spaces, as well as over 36, 55 and 43 suppliers, respectively, for transport and local delivery-related services.
For the years ended September 30, 2022, 2023 and 2024, we transacted with 10, 5 and 12 air freight suppliers, respectively, comprising air freight carriers and freight forwarders, for the provision of cargo spaces, as well as over 55, 43 and 29 suppliers, respectively, for transport and local delivery-related services.
For the years ended September 30, 2021, 2022 and 2023, our five largest customers accounted for approximately 79.7%, 67.0%, and 69.6% of our revenue, respectively. 56 Table of Contents We do not enter into long-term agreements with our customers, which is in line with industry practice.
For the years ended September 30, 2022, 2023 and 2024, our five largest customers accounted for approximately 67.0%, 69.6% and 63.3% of our revenue, respectively. 39 Table of Contents We do not enter into long-term agreements with our customers, which is in line with industry practice.
For the year ended September 30, 2023, four major suppliers accounted for approximately 33.1%, 23.1%, 13.4% and 10.9% of the total cost of revenue, respectively. For the year ended September 30, 2022, four major suppliers accounted for approximately 26.2%, 14.7%, 14.6%, and 13.1% of the total cost of revenue, respectively.
For the year ended September 30, 2022, four major suppliers accounted for approximately 26.2%, 14.7%, 14.6%, and 13.1% of the total cost of revenue, respectively.
Our proprietary all-in-one shipping solution has been or can be connected to the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) on one end and the transportation management systems (TMS) of our ground transportation service providers on the other end, to facilitate effective logistics management. 59 Table of Contents Our all-in-one shipping solution performs two major functions: (i) a booking management function (BMS), and (ii) a transportation management function.
Our proprietary all-in-one shipping solution has been or can be connected to the customer’s own IT systems (such as enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, booking management systems, or point-of-sale (POS) systems) on one end and the transportation management systems (TMS) of our ground transportation service providers on the other end, to facilitate effective logistics management.
Those Dangerous Goods and any packaging for Dangerous Goods may be forfeited. 66 Table of Contents Additionally, as required under the DGR, staff of a freight forwarder shall not perform the function of processing Dangerous Goods, processing cargo (not containing Dangerous Goods) or handling, loading and storage of cargo unless he/she has completed training programmes which fulfill the requirement under the DGR.
Additionally, as required under the DGR, staff of a freight forwarder shall not perform the function of processing Dangerous Goods, processing cargo (not containing Dangerous Goods) or handling, loading and storage of cargo unless he/she has completed training programmes which fulfill the requirement under the DGR.
Furthermore, where a company commits an offence, every director and every officer concerned in the management of the company may be convicted of the like offence as specified under the DGO.
Furthermore, where a company commits an offence, every director and every officer concerned in the management of the company may be convicted of the like offence as specified under the DGO. Those Dangerous Goods and any packaging for Dangerous Goods may be forfeited.
As an e-commerce logistics provider, we provide integrated cross-border logistics services from Hong Kong to Australia and New Zealand, where we provide customers with a one-stop solution, from parcel consolidation to air freight forwarding, customs clearance, on-carriage parcel transportation, and delivery.
Our customers are primarily enterprise customers, being e-commerce merchants or operators of e-commerce platforms, providing business-to-consumer (B2C) transactions. As an e-commerce logistics provider, we provide integrated cross-border logistics services from Hong Kong to Australia and New Zealand, where we provide customers with a one-stop solution, from parcel consolidation to air freight forwarding, customs clearance, on-carriage parcel transportation, and delivery.
A person shall be treated as a party to any use of the material which infringes the registered trademark if he: (a) applies or causes to be applied a registered trademark or a sign similar to a registered trademark to material which is intended to be used for labelling or packaging goods; as a business paper; or for advertising goods or services; and (b) at the time the trademark or sign was applied to the material, he knew or had reason to believe that its application to the material was not authorized by the owner of the registered trademark or by a licensee. 73 Table of Contents Trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong unless they are also registered under the Trade Marks Ordinance.
A person shall be treated as a party to any use of the material which infringes the registered trademark if he: (a) applies or causes to be applied a registered trademark or a sign similar to a registered trademark to material which is intended to be used for labelling or packaging goods; as a business paper; or for advertising goods or services; and (b) at the time the trademark or sign was applied to the material, he knew or had reason to believe that its application to the material was not authorized by the owner of the registered trademark or by a licensee.
The lease was terminated upon expiry on December 9, 2022. 82 Table of Contents (3) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from February 10, 2019 to February 9, 2021.
The lease was terminated on September 10, 2024. (2) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from December 10, 2021 to December 9, 2022. The lease was terminated upon expiry on December 9, 2022. (3) The premises is owned by Mr.
The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitors will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there. 69 Table of Contents Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) The Occupational Safety and Health Ordinance provides for protection to employees with respect to their safety and health in workplaces.
The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitors will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.
Workshop C1, 15/F, Block C, Tsing Yi Industrial Centre Phase 2, No. 1 – 33 Cheung Tat Road, Tsing Yi, New Territories, Hong Kong (3) 179.21 (approximate) HK$17,000 per month (3) (1) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from September 10, 2021 to September 9, 2023, and extended by another lease agreement for a further lease term from September 10, 2023 to September 9, 2026.
Factory Unit No.914, 9/F, Tsuen Wan Industrial Centre, 220-248 Texaco Road, Tsuen Wan, New Territories, Hong Kong (3) 275.74 (approximate) HK$27,000 per month (1) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from September 10, 2021 to September 9, 2023, and extended by another lease agreement for a further lease term from September 10, 2023 to September 9, 2026.
Any person who, in contravention to the provisions of regulations 4 and 5 of the Import and Export Regulations knowingly or recklessly lodges any declaration with the Commissioner of Customs and Excise that is inaccurate in any material particular shall be liable on summary conviction to a fine of HK$10,000. 75 Table of Contents Regulations and Notices Related to Hong Kong Taxation Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment.
Regulations and Notices Related to Hong Kong Taxation Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment.
Overview We are a holding company incorporated in the Cayman Islands with operations conducted by our operating subsidiary in Hong Kong, Globavend HK. Since June 2023, we have established our principal executive office in Perth, Australia. Founded in 2016, we are emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand.
Our mission is to combine our experience, knowledge, and network with flexibility and agility to provide a one-stop logistics solution to customers and enterprises. Overview We are a holding company incorporated in the Cayman Islands with operations conducted by our operating subsidiary in Hong Kong, Globavend HK. Since June 2023, we have established our principal executive office in Perth, Australia.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates. 79 Table of Contents Contacting the Company For further information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through our website at https://www.globavend.com/ or through phone number (+61) 08 6141 3263.
Contacting the Company For further information on the collection, use, disclosure, transfer or processing of your personal data or the exercise of any of the rights listed above, please contact us through our website at https://www.globavend.com/ or through phone number (+61) 08 6141 3263.
Pricing Strategy Our directors are responsible for determining the price for our integrated cross-border logistics services and freight forwarding services. We adopt a cost-plus approach for our pricing for both lines of businesses.
We believe that our experience in serving e-commerce businesses, combined with our commitment to customer satisfaction, positions us for long-term success in the e-commerce logistics industry. Pricing Strategy Our directors are responsible for determining the price for our integrated cross-border logistics services and freight forwarding services. We adopt a cost-plus approach for our pricing for both lines of businesses.
The penalties for committing an offence under the Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations range from a fine at HK$100,000 to HK$400,000, and imprisonment of up to twelve months. 71 Table of Contents Factories and Industrial Undertakings (Loadshifting Machinery) Regulations (Chapter 59AG of the Laws of Hong Kong) These regulations regulate the use and operation of loadshifting machine.
Depending on the offence, different levels of penalty are imposed for contraventions of these regulations. The penalties for committing an offence under the Factories and Industrial Undertakings (Lifting Appliances and Lifting Gear) Regulations range from a fine at HK$100,000 to HK$400,000, and imprisonment of up to twelve months.
Our business spans Hong Kong and four cities in Australia and in New Zealand through our own business presence and the presence of our service providers. Our customers are primarily enterprise customers, being e-commerce merchants or operators of e-commerce platforms, providing business-to-consumer (B2C) transactions.
Founded in 2016, we are emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand. Our business spans Hong Kong and four cities in Australia and in New Zealand through our own business presence and the presence of our service providers.
Through our high-quality and efficient services and commitment to our customers, we have been able to maintain a close relationship with our them, who, in turn, make referrals for our freight forwarding and related logistics services. 61 Table of Contents In addition to serving our existing customers, we also conduct outreach to potential customers who have no prior business relationship with us, as we seek to diversify and expand our customer base.
We believe that customer loyalty is essential to our success, and we strive to provide high-quality services to maintain our customers’ loyalty. Through our high-quality and efficient services and commitment to our customers, we have been able to maintain a close relationship with our them, who, in turn, make referrals for our freight forwarding and related logistics services.
For the year ended September 30, 2021, three major suppliers accounted for approximately 51.2%, 21.1% and 12.8% of the total cost of revenue, respectively.
For the year ended September 30, 2024, two major suppliers accounted for approximately 45.8% and 10.9% of the total cost of revenue, respectively. For the year ended September 30, 2023, four major suppliers accounted for approximately 33.1%, 23.1%, 13.4% and 10.9% of the total cost of revenue, respectively.
Loadshifting machine used in industrial undertaking as defined in the regulations includes fork-lift truck.
Factories and Industrial Undertakings (Loadshifting Machinery) Regulations (Chapter 59AG of the Laws of Hong Kong) These regulations regulate the use and operation of loadshifting machine. Loadshifting machine used in industrial undertaking as defined in the regulations includes fork-lift truck.
Our principal office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia. Our telephone number is (+61) 08 6141 3263. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.
Globavend Warehouse was incorporated as an investment holding company. Our principal office is located at Office 1401, Level 14, 197 St Georges Tce, Perth, WA 6000, Australia. Our telephone number is (+61) 08 6141 3263.
You can also find information on our website http://www.globavend.com/ . The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. 52 Table of Contents B.
The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. B. Business Overview Our Mission We are an emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor New York, NY 10168. SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov .
Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor New York, NY 10168.
Through our sales and marketing efforts, we target to diversify and expand our customer base, thereby boosting sales performance and fostering a more diversified customer network. We believe that our experience in serving e-commerce businesses, combined with our commitment to customer satisfaction, positions us for long-term success in the e-commerce logistics industry.
In addition to serving our existing customers, we also conduct outreach to potential customers who have no prior business relationship with us, as we seek to diversify and expand our customer base. Through our sales and marketing efforts, we target to diversify and expand our customer base, thereby boosting sales performance and fostering a more diversified customer network.
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Business Overview Our Mission We are an emerging e-commerce logistics provider providing end-to-end logistics solution in Hong Kong, Australia, and New Zealand. Our mission is to combine our experience, knowledge, and network with flexibility and agility to provide a one-stop logistics solution to customers and enterprises.
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On March 15, 2024, we entered into the ELOC Purchase Agreement with the, pursuant to which the Investor has committed to purchase up the ELOC Shares, subject to certain limitations and conditions set forth in the ELOC Purchase Agreement.
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We believe that customer loyalty is essential to our success, and we strive to provide high-quality services to maintain our customers’ loyalty.
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We have registered for resale of the ELOC Shares, together with the Commitment Shares that we have issued to the Investor under and pursuant to the ELOC Purchase Agreement. On September 24, 2024, Globavend Warehouse Limited (“Globavend Warehouse”) was incorporated under the laws of Hong Kong. Globavend Warehouse is a wholly owned subsidiary of Globavend BVI, our intermediary holding company.
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It applies not only to industrial workplaces but also non-industrial.
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SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov . You can also find information on our website http://www.globavend.com/ .
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Depending on the offence, different levels of penalty are imposed for contraventions of these regulations.
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Our all-in-one shipping solution performs two major functions: (i) a booking management function (BMS), and (ii) a transportation management function.
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(2) Globavend HK entered into a lease agreement with an independent third party, pursuant to which Globavend HK leased the premises with a lease term from December 10, 2021 to December 9, 2022.
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Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) The Occupational Safety and Health Ordinance provides for protection to employees with respect to their safety and health in workplaces. It applies not only to industrial workplaces but also non-industrial.
Removed
Globavend HK entered into a new lease agreement with an independent third party in respect to the same premises, pursuant to which Globavend HK leased the premises with a lease term from February 10, 2021 to February 9, 2022, at a monthly rent of HK$16,000. The lease was terminated on September 10, 2021.
Added
Trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong unless they are also registered under the Trade Marks Ordinance.
Added
Any person who, in contravention to the provisions of regulations 4 and 5 of the Import and Export Regulations knowingly or recklessly lodges any declaration with the Commissioner of Customs and Excise that is inaccurate in any material particular shall be liable on summary conviction to a fine of HK$10,000.
Added
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
Added
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: The charts below illustrate our corporate structure and identifies our subsidiaries as of the date of this annual report: Mr.
Added
Wai Yiu Yau, our Controlling Shareholder and was occupied by the Company with free rental from July 1, 2024 to September 30, 2024 and with a monthly rental fee of USD3,462 from October 1, 2024 to September 30, 2025. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

78 edited+32 added−23 removed70 unchanged
Biggest changeOur general and administrative expenses increased by $167,551, or 39.8%, from $421,181 for the year ended September 30, 2021 to $588,732 for the year ended September 30, 2022, mainly due to increase in staff costs and amortization of right-of-use assets. Our staff costs mainly represent staff salaries, contribution to staff retirement benefits and staff welfare for office staff and director.
Biggest changeOur staff costs mainly represent staff salaries, contribution to staff retirement benefits and staff welfare for office staff and director. Staff costs decreased by $19,671, or 5.3%, from $370,826 for the year ended September 30, 2023 to $351,155 for the year ended September 30, 2024.
Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges.
Our last mile carriage and alliance costs mainly represented courier service charges, customs clearance fees and other alliance service charges.
Cayman Islands and British Virgin Islands (“BVI”) The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes.
Cayman Islands and British Virgin Islands (“BVI”) The Company is incorporated in the Cayman Islands and its wholly-owned subsidiary is incorporated in BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes.
Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong. The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
Accordingly, tax expenses records in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong. The Hong Kong profits tax is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
Our net other income was $119,642 for the year ended September 30, 2022, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to decrease in government grants from Employment Support Scheme under the Anti-epidemic Fund, and also, there was no insurance compensation claim from the insurance company for the year ended September 30, 2023, as the Company decided to compensate the loss of its customers directly instead of covering by an insurance policy. 90 Table of Contents The foreign exchange gains of $72,974 and $118,508 for the years ended September 30, 2022 and 2023, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Our net other income was $119,642 for the year ended September 30, 2022, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to decrease in government grants from Employment Support Scheme under the Anti-epidemic Fund, and also, there was no insurance compensation claim from the insurance company for the year ended September 30, 2023, as the Company decided to compensate the loss of its customers directly instead of covering by an insurance policy. 63 Table of Contents The foreign exchange gains of $72,974 and $118,508 for the years ended September 30, 2022 and 2023, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2022 2023 Staff costs $ 383,959 $ 370,826 Audit fees 1,667 171,667 Travel expenses 69,383 45,056 Depreciation Charge and Amortization of right-of-use assets 61,484 50,834 Allowance for expected credit loss 335 44,765 Others 71,904 75,578 $ 588,732 $ 758,726 89 Table of Contents Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, allowance for expected credit loss and other administrative expenses.
General and Administrative Expenses The following table set forth the breakdown of our general and administrative expenses for the periods indicated: Years ended September 30, 2022 2023 Staff costs $ 383,959 $ 370,826 Audit fees 1,667 171,667 Travel expenses 69,383 45,056 Depreciation Charge and Amortization of right-of-use assets 61,484 50,834 Allowance for expected credit loss 335 44,765 Others 71,904 75,578 $ 588,732 $ 758,726 Our general and administrative expenses mainly represented staff costs, audit fees, traveling expenses, depreciation charge, amortization of right-of-use assets, allowance for expected credit loss and other administrative expenses.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from October 1, 2022 to September 30, 2023 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from October 1, 2023 to September 30, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
The decrease in the balance of cash and cash equivalents was mainly due to the net cash generated from operation of $2,021,831 which offset with the dividend paid of $1,474,359 and the payment of offering costs of $543,620 for the year ended September 30, 2023. 97 Table of Contents Accounts Receivable, net Our accounts receivable represented receivables from customers of our logistics and air freight forwarding services.
The decrease in the balance of cash and cash equivalents was mainly due to the net cash generated from operation of $2,021,831 which offset with the dividend paid of $1,474,359 and the payment of offering costs of $543,620 for the year ended September 30, 2023. 66 Table of Contents Accounts Receivable, net Our accounts receivable represented receivables from customers of our logistics and air freight forwarding services.
Our amortization of right-of-use assets mainly represented our operating lease of our Hong Kong office and warehouse on 18 th and 24 th floors of Tsuen Wan Industrial Centre.
Our amortization of right-of-use assets mainly represented our operating lease of our Hong Kong office and warehouse on 9 th , 18 th and 24 th floors of Tsuen Wan Industrial Centre.
Lease liabilities – current Our lease liabilities represented the current portion of the operating lease of our Hong Kong office and warehouse. 99 Table of Contents Effective October 1, 2020, the Company adopted the new lease accounting standard using a modified retrospective transition method, which allows the Company not to recast comparative periods presented in its consolidated financial statements.
Lease liabilities – current Our lease liabilities represented the current portion of the operating lease of our Hong Kong office and warehouse. 67 Table of Contents Effective October 1, 2020, the Company adopted the new lease accounting standard using a modified retrospective transition method, which allows the Company not to recast comparative periods presented in its consolidated financial statements.
Based on our total cash and cash equivalents as of September 30, 2023, the cash inflows from operating activities, we did not experience or identify any material trends or any known demands, commitments, events or uncertainties, in our liquidity, capital resources and results of operations, such as material commitments for capital expenditures and deposit on a short-term basis.
Based on our total cash and cash equivalents as of September 30, 2024, the cash inflows from operating activities, we did not experience or identify any material trends or any known demands, commitments, events or uncertainties, in our liquidity, capital resources and results of operations, such as material commitments for capital expenditures and deposit on a short-term basis.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 107 Table of Contents C. Research and development, patents and licenses, etc. See “Item 4. Information on the Company - B. Business Overview - Information Technology Infrastructure.” D.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 71 Table of Contents C. Research and development, patents and licenses, etc. See “Item 4. Information on the Company - B. Business Overview - Information Technology Infrastructure.” D.
For the year ended September 30, 2022, some warehouse works were contributed by several full-time employees which salaries were incurred in general and administrative expenses. 88 Table of Contents Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products.
For the year ended September 30, 2022, some warehouse works were contributed by several full-time employees which salaries were incurred in general and administrative expenses. 62 Table of Contents Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products.
Our customers are primarily enterprise customers, being e-commerce merchants, or operators of e-commerce platforms, in providing business-to-consumer (B2C) transactions. 83 Table of Contents MAJOR FACTORS AFFECTING OUR FINANCIAL RESULTS The directors believe that the following major factors may affect our revenues and results of operations: Economic conditions in Hong Kong During the years ended September 30, 2021, 2022 and 2023, a large portion of our revenues was generated in Hong Kong.
Our customers are primarily enterprise customers, being e-commerce merchants, or operators of e-commerce platforms, in providing business-to-consumer (B2C) transactions. 55 Table of Contents MAJOR FACTORS AFFECTING OUR FINANCIAL RESULTS The directors believe that the following major factors may affect our revenues and results of operations: Economic conditions in Hong Kong During the years ended September 30, 2022, 2023 and 2024, a large portion of our revenues was generated in Hong Kong.
As of September 30, 2021, 2022 and 2023, a bank provided guarantee of $5,128, $232,051 and nil, respectively, for covering the performance of obligations of the Company. Except the disclosures mentioned above, we have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.
As of September 30, 2022, 2023 and 2024, a bank provided guarantee of $232,051, nil and nil, respectively, for covering the performance of obligations of the Company. Except the disclosures mentioned above, we have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits.
We also received capital injections by our shareholder of nil, $126,923 and nil for the years ended September 30, 2021, 2022 and 2023, respectively.
We also received capital injections by our shareholder of $126,923, nil and nil for the years ended September 30, 2022, 2023 and 2024, respectively.
During the years ended September 30, 2021 and 2022, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expense The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
During the years ended September 30, 2023 and 2024, the foreign currency fluctuations on the Company are not hedged by any currency borrowings or other hedging instruments. Income Tax Expense The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
The estimates were based on a number of factors including historical loss rates and expectations of future conditions, and other factors that may affect our ability to collect from customers. 108 Table of Contents
The estimates were based on a number of factors including historical loss rates and expectations of future conditions, and other factors that may affect our ability to collect from customers.
(5) Change in contract liabilities resulted in a cash outflow of nil for the year ended September 30, 2023 compared to a cash outflow of $24,157 for the same period of 2022, which led to an approximately $24,000 increase in net cash inflow in operating activities.
(5) Change in tax payables resulted in a cash outflow of $13,975 for the year ended September 30, 2022 Change in contract liabilities resulted in a cash outflow of nil for the year ended September 30, 2023 compared to a cash outflow of $24,157 for the same period of 2022, which led to an approximately $24,000 increase in net cash inflow in operating activities.
On May 5, 2023, the World Health Organization (WHO) announced that COVID-19 no longer constitutes a public health emergency of international concern (PHEIC). On May 30, 2023, the Hong Kong government has lowered the response level of COVID-19 from emergency level to alert level. We expect that the adverse effects of COVID-19 will start to diminish in 2023.
On May 5, 2023, the World Health Organization (WHO) announced that COVID-19 no longer constitutes a public health emergency of international concern (PHEIC). On May 30, 2023, the Hong Kong government has lowered the response level of COVID-19 from emergency level to alert level. The adverse effects of COVID-19 started to diminish in 2023.
Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2021, 2022 and 2023, we incurred approximately 52.8%, 47.7% and 54.3% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses.
Historically, our principal exposure to foreign currency fluctuations is mainly with respect to our expenses incurred denominated in Australian dollars and New Zealand dollars. For the years ended September 30, 2022, 2023 and 2024, we incurred approximately 47.7%, 54.3% and 62.0% of our cost of revenue, respectively, denominated in foreign currencies for customs clearance fees and local courier expenses.
The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2022 2023 Average daily number of packages $ 5,890 $ 5,654 Average daily freight weight (kilogram) 2,765 1,896 Average daily number of shipments 3.09 2.81 Average daily revenue per freight weight 19.27 24.38 Our revenue from air freight forwarding services decreased by $2,863,025, or 62.6%, from $4,577,014 for the year ended September 30, 2022 to $1,713,989 for the year ended September 30, 2023.
The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2022 2023 Average daily number of packages $ 5,890 $ 5,654 Average daily freight weight (kilogram) 2,765 2,459 Average daily number of shipments 3.09 3.69 Average daily revenue per freight weight 19.27 18.80 Our revenue from air freight forwarding services decreased by $2,863,025, or 62.6%, from $4,577,014 for the year ended September 30, 2022 to $1,713,989 for the year ended September 30, 2023.
In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI. Hong Kong The Company generated substantially all of its taxable income in the Hong Kong for the years ended September 30, 2021 and 2022.
In addition, dividend payments are not subject to withholdings tax in the Cayman Islands and the BVI. Hong Kong The Company generated substantially all of its taxable income in the Hong Kong for the years ended September 30, 2023 and 2024.
For the years ended September 30, 2021 and 2022, the Company was not considered a taxable Australian company. New Zealand New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income. For the years ended September 30, 2021 and 2022, the Company was not considered a taxable New Zealand company.
For the years ended September 30, 2023 and 2024, the Company was not considered a taxable Australian company. New Zealand New Zealand companies are subject to a corporate income tax rate of 28% on their taxable income. For the years ended September 30, 2023 and 2024, the Company was not considered a taxable New Zealand company.
For the year ended September 30, 2022, our cash used in financing activities was principally for cash payment of dividends. For the year ended September 30, 2023 our cash used in financing activities was principally for cash payment for the offering expenses and dividend.
For the year ended September 30, 2023 our cash used in financing activities was principally for cash payment for the offering expenses and dividend.
Comparison of Year Ended September 30, 2022 and 2023 Years ended September 30, 2022 2023 Changes $ $ $ Revenue Integrated cross-border logistics services 19,444,182 16,872,539 (2,571,643 ) Air freight forwarding services 4,577,014 1,713,989 (2,863,025 ) 24,021,196 18,586,528 (5,434,668 ) Cost of revenue 22,615,318 16,680,941 (5,934,377 ) Gross profit 1,405,878 1,905,587 499,709 General and administrative expenses 588,732 758,726 169,994 Income from operation 817,146 1,146,861 329,715 Other income (expense) Interest income 108 3,481 3,373 Interest expense (2,755 ) (1,066 ) 1,689 Other income 122,289 120,367 (1,922 ) Total other income/(expense), net 119,642 122,782 3,140 Income before income taxes 936,788 1,269,643 332,855 Income tax expenses 126,561 192,251 65,690 Net income 810,227 1,077,392 267,165 86 Table of Contents Year Ended September 30, 2023 Compared to Year Ended September, 2022 Revenues Our revenue decreased by $5,434,668, or 22.6%, from $24,021,196 for the year ended September 30, 2022 to $18,586,528 for the year ended September 30, 2023, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2023.
The increase in net income was predominantly due to increased gross profit. 60 Table of Contents Year Ended September 30, 2023 Compared to Year Ended September, 2022 Comparison of Year Ended September 30, 2022 and 2023 Years ended September 30, 2022 2023 Changes $ $ $ Revenue Integrated cross-border logistics services 19,444,182 16,872,539 (2,571,643 ) Air freight forwarding services 4,577,014 1,713,989 (2,863,025 ) 24,021,196 18,586,528 (5,434,668 ) Cost of revenue 16,621,775 10,521,866 (6,099,909 ) Cost of revenue – related party 5,993,543 6,159,075 165,532 Cost of revenue 22,615,318 16,680,941 (5,934,377 ) Gross profit 1,405,878 1,905,587 499,709 General and administrative expenses 588,732 758,726 169,994 Income from operation 817,146 1,146,861 329,715 Other income (expense) Interest income 108 3,481 3,373 Interest expense (2,755 ) (1,066 ) 1,689 Other income 122,289 120,367 (1,922 ) Total other income, net 119,642 122,782 3,140 Income before income taxes 936,788 1,269,643 332,855 Income tax expenses 126,561 192,251 65,690 Net income 810,227 1,077,392 267,165 61 Table of Contents Year Ended September 30, 2023 Compared to Year Ended September, 2022 Revenues Our revenue decreased by $5,434,668, or 22.6%, from $24,021,196 for the year ended September 30, 2022 to $18,586,528 for the year ended September 30, 2023, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2023.
The increase in net income was predominantly due to increased revenue and gross profit with the expanding business trend in the integrated cross-border logistics services. 96 Table of Contents As of September 30, 2023 Compared to September 30, 2022 The following table set forth our current assets and current liabilities as of the dates indicated: As of September 30, 2022 2023 Changes Current assets Cash and cash equivalents $ 557,735 $ 554,132 $ (3,603 ) Accounts receivable, net 1,111,998 1,429,299 317,301 Deposits and prepayment 11,538 187,400 175,862 Deferred costs - 1,306,441 1,306,441 Contract assets 434,757 543,838 109,081 Total current assets 2,116,028 4,021,110 1,905,082 Current liabilities Accounts payables 1,311,067 2,601,253 1,290,186 Accounts payables – related party 175,479 - (175,479 ) Other payables and accrued liabilities 13,043 1,096,016 1,082,973 Taxes payables 52,314 155,210 102,896 Lease liabilities - current 64,625 39,886 (24,739 ) Total current liabilities 1,616,528 3,892,365 2,275,837 Net current assets $ 499,500 $ 128,745 $ (370,755 ) Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
As of September 30, 2023 Compared to September 30, 2022 The following table set forth our current assets and current liabilities as of the dates indicated: As of September 30, 2022 2023 Changes Current assets Cash and cash equivalents $ 557,735 $ 554,132 $ (3,603 ) Accounts receivable, net 1,111,998 1,429,299 317,301 Deposits and prepayment 11,538 187,400 175,862 Deferred costs - 1,306,441 1,306,441 Contract assets 434,757 543,838 109,081 Total current assets 2,116,028 4,021,110 1,905,082 Current liabilities Accounts payables 1,311,067 2,601,253 1,290,186 Accounts payables – related party 175,479 - (175,479 ) Other payables and accrued liabilities 13,043 1,096,016 1,082,973 Taxes payables 52,314 155,210 102,896 Lease liabilities - current 64,625 39,886 (24,739 ) Total current liabilities 1,616,528 3,892,365 2,275,837 Net current assets $ 499,500 $ 128,745 $ (370,755 ) Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use.
The number of air freight spaces sold decreased from 219 for the year ended September 30, 2022 to 146 for the year ended September 30, 2023. 87 Table of Contents Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2022 2023 Air freight charges $ 12,261,846 $ 7,113,911 Last mile carriage and alliance costs 10,230,017 9,415,448 Warehouse labor costs 79,496 133,437 Packing costs 43,959 18,145 $ 22,615,318 $ 16,680,941 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs.
Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2022 2023 Air freight charges $ 12,261,846 $ 7,113,911 Last mile carriage and alliance costs 10,230,017 9,415,448 Warehouse labor costs 79,496 133,437 Packing costs 43,959 18,145 $ 22,615,318 $ 16,680,941 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs.
For the year ended September 30, 2021, 2022 and 2023, the foreign exchange gains were $30,173, $72,974 and $118,508, respectively. Impact of COVID-19 Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.
For the years ended September 30, 2022, 2023 and 2024, the foreign exchange gains were $72,974, $118,508 and $156,937, respectively. Impact of COVID-19 Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.
These shortages and supply-chain disruptions are significant and widespread. Lockdowns in several countries across the world, labor shortages, robust demand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs and delivery times.
Lockdowns in several countries across the world, labor shortages, robust demand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs and delivery times.
From 2020 to the middle of 2021, COVID-19 vaccination programs had been greatly promoted around the globe, however several types of COVID-19 variants emerged in different parts of the world. 84 Table of Contents Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic.
From 2020 to the middle of 2021, COVID-19 vaccination programs had been greatly promoted around the globe, however several types of COVID-19 variants emerged in different parts of the world. Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic. These shortages and supply-chain disruptions are significant and widespread.
For the year ended September 30, 2023, the bank guarantee requirement has been released and the Company is required to provide bank deposit directly the associated airlines of IATA to secure the purchases of cargo spaces.
For the year ended September 30, 2023, the bank guarantee requirement has been released and the Company is required to provide bank deposit of $320,513 (equivalent to HK$2.5 million) directly to the associated airlines of IATA to secure the purchases of cargo spaces.
(3) Change in accounts payable and accounts payable – related party resulted in a cash inflow of $1,114,707 for the year ended September 30, 2023 compared to a cash inflow of $520,143 for the same period of 2022, which led to an approximately $595,000 increase in net cash inflow in operating activities.
(3) Change in accounts payable and accounts payable – related party resulted in a cash outflow of $324,801 for the year ended September 30, 2024 compared to a cash inflow of $1,114,707 for the same period of 2023, which led to an approximately $1,440,000 increase in net cash outflow in operating activities.
(2) Change in deposits and prepayment resulted in a cash outflow of $175,862 for the year ended September 30, 2023 compared to a cash outflow of $146,442 for the same period of 2022, which led to an approximately $29,000 decrease in net cash inflow in operating activities.
(2) Change in deposits and prepayment resulted in a cash outflow of $78,278 for the year ended September 30, 2024 compared to a cash outflow of $175,862 for the same period of 2023, which led to an approximately $98,000 decrease in net cash outflow in operating activities.
B. Liquidity and Capital Resources For the year ended September 30, 2021, 2022 and 2023, we have financed our operations primarily through cash generated from our business operation and capital contributions by our shareholder. As of September 30, 2021, we had working capital of $1,349,829 as compared to working capital of $499,500 as of September 30, 2022.
Liquidity and Capital Resources For the years ended September 30, 2022, 2023 and 2024, we have financed our operations primarily through cash generated from our business operation and capital contributions by our shareholder. As of September 30, 2022, we had working capital of $499,500 as compared to working capital of $128,745 as of September 30, 2023.
Net Income Our net income increased by 33.0% to $1,077,392 for the year ended September 30, 2023, as compared to $810,227 for the year ended September 30, 2022. The increase in net income was predominantly due to increased gross profit.
Net Income Our net income increased by 33.0% to $1,077,392 for the year ended September 30, 2023, as compared to $810,227 for the year ended September 30, 2022.
The following table sets forth a summary of our cash flows information for the years indicated: Years ended September 30, 2021 2022 2023 Net cash provided by operating activities $ 875,086 $ 783,045 $ 2,021,831 Net cash used in investing activities (1,192 ) (9,247 ) (7,455 ) Net cash used in financing activities (222,753 ) (1,244,502 ) (2,017,979 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 651,141 (470,704 ) (3,603 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 377,298 1,028,439 557,735 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,028,439 $ 557,735 $ 554,132 Operating Activities Our cash inflow from operating activities was principally from the receipt of revenue.
The following table sets forth a summary of our cash flows information for the years indicated: Years ended September 30, 2022 2023 2024 Net cash provided by operating activities $ 783,045 $ 2,021,831 $ 326,089 Net cash used in investing activities (9,247 ) (7,455 ) (592,585 ) Net cash (used in) provided by financing activities (1,244,502 ) (2,017,979 ) 2,008,826 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (470,704 ) (3,603 ) 1,742,330 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,028,439 557,735 554,132 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 557,735 $ 554,132 $ 2,296,462 Operating Activities Our cash inflow from operating activities was principally from the receipt of revenue.
Investing Activities For the years ended September 30, 2021, 2022 and 2023, our cash outflow used in investing activities was principally derived from the purchases of fixtures, furniture and equipment. Financing Activities For the year ended September 30, 2021, our cash used in financing activities was principally for advance to a related party.
Investing Activities For the years ended September 30, 2022, 2023 and 2024, our cash outflow used in investing activities was principally derived from the purchases of fixtures, furniture and equipment. Financing Activities For the year ended September 30, 2022, our cash used in financing activities was principally for cash payment of dividends.
We do not use currency exchange contract to reduce the risk of adverse foreign currency movements, but we believe that our exposure from foreign currency fluctuations is unlikely to be material. Foreign currency fluctuations had a slightly positive impact on net income for the years ended September 30, 2021, 2022 and 2023.
We do not use currency exchange contract to reduce the risk of adverse foreign currency movements, but we would closely monitor our exposure from foreign currency fluctuations. Foreign currency fluctuations had a positive impact on net income for the years ended September 30, 2022, 2023 and 2024.
Our cash outflow used in operating activities was principally for payment of supplier costs and operating expenses. 104 Table of Contents Net cash provided by operating activities was $2,021,831 for the year ended September 30, 2023, compared to net cash provided by operating activities of $783,045 for the year ended September 30, 2022, representing a increase of approximately $1.2m in the net cash inflow in operating activities.
Our cash outflow used in operating activities was principally for payment of supplier costs and operating expenses. 68 Table of Contents Net cash provided by operating activities was $326,089 for the year ended September 30, 2024, compared to net cash provided by operating activities of $2,021,831 for the year ended September 30, 2023, representing a decrease of approximately $1.7 million in the net cash inflow in operating activities.
The number of air freight spaces sold increased from 90 for the year ended September 30, 2021 to 219 for the year ended September 30, 2022.
The number of air freight spaces sold decreased from 219 for the year ended September 30, 2022 to 146 for the year ended September 30, 2023.
(2) Change in deposits and prepayment resulted in a cash outflow of $146,442 for the year ended September 30, 2022 compared to a cash outflow of $26,883 for the same period of 2021, which led to an approximately $120,000 decrease in net cash inflow in operating activities. 105 Table of Contents (3) Change in accounts payable and accounts payable – related party resulted in a cash inflow of $520,143 for the year ended September 30, 2022 compared to a cash inflow of $382,881 for the same period of 2021, which led to an approximately $137,000 increase in net cash inflow in operating activities.
(2) Change in deposits and prepayment resulted in a cash outflow of $175,862 for the year ended September 30, 2023 compared to a cash outflow of $146,442 for the same period of 2022, which led to an approximately $29,000 decrease in net cash inflow in operating activities. 69 Table of Contents (3) Change in accounts payable and accounts payable – related party resulted in a cash inflow of $1,114,707 for the year ended September 30, 2023 compared to a cash inflow of $520,143 for the same period of 2022, which led to an approximately $595,000 increase in net cash inflow in operating activities.
The decrease in net cash provided by operating activities was primarily due to the following major working capital changes: (1) Change in accounts receivable resulted in a cash outflow of $285,640 for the year ended September 30, 2022 compared to a cash outflow of $40,500 for the same period of 2021, which led to an approximately $245,000 decrease in net cash inflow in operating activities.
The decrease in net cash used in operating activities was primarily due to the following major working capital changes: (1) Change in accounts receivable resulted in a cash outflow of $259,743 for the year ended September 30, 2024 compared to a cash outflow of $350,767 for the same period of 2023, which led to an approximately $91,000 decrease in net cash outflow in operating activities.
ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term. 103 Table of Contents The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR minus 2.5%.
The Company’s management believes that the Hong Kong Dollar Best Lending Rate (“BLR”) was the most indicative rate of the Company’s borrowing cost for the calculation of the present value of the lease payments; the rate used by the Company as quoted by the BLR minus 2.5%.
(5) Change in tax payables resulted in a cash outflow of $13,975 for the year ended September 30, 2022 compared to a cash inflow of $55,954 for the same period of 2021, which led to an approximately $70,000 decrease in net cash inflow in operating activities.
(6) Change in tax payables resulted in a cash inflow of $69,228 for the year ended September 30, 2024 compared to a cash inflow of $102,896 for the same period of 2023, which led to an approximately $34,000 decrease in net cash inflow in operating activities.
The effective tax rates on income before income taxes for the years ended September 30, 2021 and 2022 were approximately 12.1% and 13.5%, respectively. 95 Table of Contents Australia Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%.
Australia Australian companies are subject to a corporate income tax rate of 30% on their taxable income, other than those classified as a “base rate company”, which are businesses with revenue of less than A$50 million (US$78 million) that are subject to a reduced corporate income tax rate of 25%.
Net cash provided by operating activities was $783,045 for the year ended September 30, 2022, compared to net cash provided by operating activities of $875,086 for the year ended September 30, 2021, representing a decrease of approximately $92,000 in the net cash inflow in operating activities.
Net cash provided by operating activities was $2,021,831 for the year ended September 30, 2023, compared to net cash provided by operating activities of $783,045 for the year ended September 30, 2022, representing an increase of approximately $1.2 million in the net cash inflow in operating activities.
The increase was mainly due to more in-transit deliveries that has not yet delivered to the customers near the year end 2023. 98 Table of Contents Deferred costs Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the Initial Public Offering (“IPO”) of the Company’s ordinary shares.
Deferred costs Deferred offering costs consist principally of all direct offering costs incurred by the Company, such as underwriting, legal, accounting, consulting, printing, and other registration related costs in connection with the Initial Public Offering (“IPO”) of the Company’s ordinary shares.
(4) Change in contract liabilities resulted in a cash outflow of $24,157 for the year ended September 30, 2022 compared to a cash inflow of $24,157 for the same period of 2021, which led to an approximately $48,000 decrease in net cash inflow in operating activities.
(4) Change in other payables and accrued liabilities resulted in a cash outflow of $98,002 for the year ended September 30, 2024 compared to a cash inflow of $320,152 for the same period of 2023, which led to an approximately $418,000 increase in net cash outflow in operating activities.
Our depreciation charge increased by 78.4% for the year ended September 30, 2022, which was mainly due to the additional computer equipment. 94 Table of Contents Other Income/Expenses Our other income mainly consists of interest income, interest expenses, foreign exchange gain/loss, government grants and insurance claim income.
Our depreciation charge mainly represented depreciation of our fixture, furniture, office equipment and leasehold improvements. Our depreciation charge increased by 413.1% for the year ended September 30, 2024, which was mainly due to the additional logistics equipment and leasehold improvements. Other Income/Expenses Our other income mainly consists of interest income, interest expenses and foreign exchange gain/loss.
(6) Net income of $810,227 in the year ended September 30, 2022 compared net income of $564,758 to the same period of 2021, which led to an approximately $245,000 increase in net cash inflow in operating activities.
(7) Net income of $1,339,008 in the year ended September 30, 2024 compared net income of $1,077,392 to the same period of 2023, which led to an approximately $262,000 increase in net cash inflow in operating activities.
Capital Expenditures The Company did not incur any significant capital expenditure for the years ended September 30, 2021 and 2022 and 2023. 106 Table of Contents Off-Balance Sheet Arrangements For the year ended September 2021 and 2022, the Company is required to provide bank guarantee to IATA in favor of its associated airlines to secure the purchases of cargo spaces.
For the year ended September 30, 2024, the Company has paid a deposit of $462,974 for purchase of property, plant and equipment. 70 Table of Contents Off-Balance Sheet Arrangements For the year ended September 30, 2022, the Company is required to provide bank guarantee to IATA in favor of its associated airlines to secure the purchases of cargo spaces.
Other payables and accrued liabilities The line item consists of accrued payroll expenses, audit fees and other administrative expenses. The balance decreased by $5,415, or 29.3% from $18,458 as of September 30, 2021 to $13,043 as of September 30, 2022, the decrease was mainly due to the decrease of accrued administrative expenses.
Other payables and accrued liabilities The line item consists of accrued payroll expenses, audit fees, other administrative expenses and accrued offering costs. The balance decreased significantly by $860,823, or 78.5% from $1,096,016 as of September 30, 2023 to $235,194 as of September 30, 2024, the decrease was mainly due to the decrease of accrued offering costs and audit expenses.
We will continue to closely monitor the situation throughout 2023 and beyond. 85 Table of Contents RESULTS OF OPERATIONS The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
There was no significant impact on the Company’s business for the year ended September 30, 2023 and 2024. 56 Table of Contents RESULTS OF OPERATIONS The following table summarizes our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
As of September 30, 2022 and 2023, the Company had a banking facility arrangement for a bank guarantee line with maximum amount of HK$3,690,000, which guaranteed by Mr. Wai Yiu Yau, the director of the Company, and secured by bank deposit from time to time charged in the bank’s favor. The outstanding principal as at September 30, 2023 is nil.
Wai Yiu Yau, the director of the Company, and secured by bank deposit from time to time charged in the bank’s favor. The outstanding principal as at September 30, 2024 is nil.
The decrease was mainly due to the decrease in prepayment with suppliers. Contract assets Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only when services have been completed (i.e., shipments have been delivered).
Contract assets Contract assets include billed and unbilled amounts resulting from in-transit shipments, as the Company has an unconditional right to payment only when services have been completed (i.e., shipments have been delivered). Upon completion of the performance obligations, which can vary in duration based upon the method of transport, these amounts become classified within accounts receivable.
Contract assets increased by $109,081 or 25.1% from $434,757 as of September 30, 2022 to $ 543,838 as of September 30, 2023.
Contract assets increased by $109,081 or 25.1% from $434,757 as of September 30, 2022 to $ 543,838 as of September 30, 2023. The increase was mainly due to more in-transit deliveries that has not yet delivered to the customers near the year end 2023.
While our accounts receivable increased from $1,111,998 as of September 30, 2022 to $1,429,299 as of September 30, 2023, our working capital deceased from $499,500 as of September 30, 2022 to $128,745 as of September 30, 2023. The decrease of working capital was mainly due to a dividend paid of $1,474,359 for the year ended September 30, 2023.
While our accounts receivable increased from $1,429,299 as of September 30, 2023 to $1,684,644 as of September 30, 2024, our working capital increased from $128,745 as of September 30, 2023 to $2,670,291 as of September 30, 2024. The increase of working capital was mainly due to a proceed from issuance of ordinary shares during the year ended September 30, 2024.
This balance consists of accounts payable to a related company arising from unsettled courier service fees. As the subsidiary of the Company started to have business with that related party during the year ended September 30, 2022, there was no such balance as of September 30, 2021.
Accounts payable – related party The accounts payable – related party amounted to nil and $1,627,269 as of September 30, 2023 and September 30, 2024, respectively. For the year ended September 30, 2024, this balance consists of accounts payable to a related company arising from unsettled courier service fees.
Our cost of revenue increased by $10,344,204, or 84.3%, from $12,271,114 for the year ended September 30, 2021 to $22,615,318 for the year ended September 30, 2022, mainly due to increase in air freight and courier expenses to fulfill the increased sales transactions. 92 Table of Contents Our air freight charges mainly represented costs of air freight services.
Our cost of revenue decreased by $2,560,164, or 15.3%, from $16,680,941 for the year ended September 30, 2023 to $14,120,777 for the year ended September 30, 2024, mainly due to decrease in air freight and courier expenses to fulfill the decreased sales transactions. Our air freight charges mainly represented costs of air freight services.
The foreign exchange gains of $30,173 and $72,974 for the years ended September 30, 2021 and 2022, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Our net other income was $222,765 for the year ended September 30, 2024, as compared to net other income of $122,782 for the year ended September 30, 2023, primarily due to increase in interest income and foreign exchange gain. 59 Table of Contents The foreign exchange gains of $118,508 and $156,937 for the years ended September 30, 2023 and 2024, respectively, primarily as a result of net variances of the exchange rate between the Australian dollars and Hong Kong dollars on Australian dollar-denominated transactions.
Our air freight charges increased by $6,917,592, or 129.4%, from $5,344,254 for the year ended September 30, 2021 to $12,261,846 for the year ended September 30, 2022, mainly due to the increased sales from both air freight forwarding services and integrated cross-border logistics services during the year ended September 30, 2022.
Our air freight charges decreased by $3,593,641, or 50.5%, from $7,113,911 for the year ended September 30, 2023 to $3,520,270 for the year ended September 30, 2024, mainly due to the decreased sales from both air freight forwarding services and integrated cross-border logistics services and lower air freight rates offered by suppliers during the year ended September 30, 2024.
Cash Flow Our use of cash is primarily related to operating activities, payment of dividends and payment of deferred IPO cost. We have historically financed our operations primarily through our cash flow generated from our operations.
We have historically financed our operations primarily through our cash flow generated from our operations.
We believe that our current cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months following our initial public offering in November 2023.
We believe that our current cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months. As of September 30, 2022, 2023 and 2024, the Company had a banking facility arrangement for a bank guarantee line with maximum amount of HK$3,690,000, which guaranteed by Mr.
The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2021 2022 Average daily number of packages 3,473 5,890 Average daily freight weight (kilogram) 1,732 2,765 Average daily number of shipments 1.87 3.09 Average daily revenue per freight weight $ 18.97 $ 19.27 Our revenue from air freight forwarding services increased by $3,314,266, or 262.5%, from $1,262,748 for the year ended September 30, 2021 to $4,577,014 for the year ended September 30, 2022.
The following table set forth the breakdown of our revenue analysis for integrated cross-border logistics services for the periods indicated: Years ended September 30, 2023 2024 Average daily number of packages $ 5,654 $ 6,135 Average daily freight weight (kilogram) 2,459 1,937 Average daily number of shipments 3.69 3.24 Average daily revenue per freight weight 18.80 21.32 Our revenue from air freight forwarding services decreased by $290,593 or 17.0%, from $1,713,989 for the year ended September 30, 2023 to $1,423,396 for the year ended September 30, 2024, The Company sells air freight spaces to other freight forwarders to earn income through the price differences.
Our last mile carriage and alliance costs increased by $3,362,597, or 49.0%, from $6,867,420 for the year ended September 30, 2021 to $10,230,017 for the year ended September 30, 2022, mainly due to more sales orders from integrated cross-border logistics services. Our warehouse labor costs mainly represented salaries and wages of warehouse staff.
Our last mile carriage and alliance costs increased by $984,338, or 10.5%, from $9,415,448 for the year ended September 30, 2023 to $10,399,786 for the year ended September 30, 2024, mainly due to increase in unit price for last mile carriage and alliance costs. Our warehouse labor costs mainly represented salaries and wages of warehouse staff.
Net Income Our net income increased by 43.5% to $810,227 for the year ended September 30, 2022, as compared to $564,758 for the year ended September 30, 2021.
Net Income Our net income increased by 24.3% to $1,339,008 for the year ended September 30, 2024, as compared to $1,077,392 for the year ended September 30, 2023.
Credit periods for customers are normally within 7 to 90 days after customers have received the services provided by the Company. Our accounts receivable, net increased by $286,162, or 34.7% from $825,836 as of September 30, 2021 to $1,111,998 as of September 30, 2022. The increase was mainly attributable to the increase in revenue near the year end.
Accounts Receivable, net Our accounts receivable represented receivables from customers of our logistics and air freight forwarding services. Credit periods for customers are normally within 7 to 90 days after customers have received the services provided by the Company.
Our revenue from integrated cross-border logistics services increased by $7,450,850, or 62.1%, from $11,993,332, of which $15,121 was derived from a related party for the year ended September 30, 2021, to $19,444,182 for the year ended September 30, 2022. The revenue was derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand.
Our revenue from integrated cross-border logistics services decreased by $1,755,756, or 10.4% from $16,872,539 for the year ended September 30, 2023 to $15,116,783 for the year ended September 30, 2024. The revenue was mainly derived from the integrated cross-border logistics services for delivering goods from Hong Kong to Australia and New Zealand. Logistics revenue is recognized over the logistics time.
The total balance of cash and cash equivalents decreased from $1.0 million as of September 30, 2021 to $0.6 million as of September 30, 2022.
The total balance of cash and cash equivalents increased from $554,132 as of September 30, 2023 to $2,296,462 as of September 30, 2024.
Our travel expenses increased by $17,198, or 33.0%, from $52,185 for the year ended September 30, 2021 to $69,383 for the year ended September 30, 2022 mainly due to increase in travelling activities in 2022 comparing to the impact from the COVID-19 and social distancing measures in the prior year.
Our travel expenses increased by $146,964, or 326.2%, from $45,056 for the year ended September 30, 2023 to $192,020 for the year ended September 30, 2024 mainly due to increase in travelling activities in 2024 comparing to the prior year, in order to maintain better business relationship and investor relationship for the Listing.
An impairment analysis is performed at the end of each year. For the year ended September 30, 2021, there was a reversal of allowance for expected credit loss amounting to $27,054 and a reversal of allowance for expected credit loss for $522 was made of the year ended September 30, 2022.
There was an allowance for expected credit loss amounting to $38,534 made in the year ended September 30, 2023. There was an allowance for expected credit loss amounting to $42,932 made in the year ended September 30, 2024.
The increase was mainly due to more in-transit deliveries that has not yet delivered to the customers near the year end 2022. Accounts payable The accounts payable are derived from logistics and air freight service providers. The accounts payable increased by $344,664, or 35.7% from $966,403 as of September 30, 2021 to $1,311,067 as of September 30, 2022.
Contract assets increased by 353,571 or 65.0% from $543,838 as of September 30, 2023 to $ 897,409 as of September 30, 2024. The increase was mainly due to more in-transit deliveries that has not yet delivered to the customers near the year end 2024. An impairment analysis is performed at the end of each year.
Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2021 2022 Air freight charges $ 5,344,254 $ 12,261,846 Last mile carriage and alliance costs 6,867,420 10,230,017 Warehouse labor costs 44,581 79,496 Packing costs 14,859 43,959 $ 12,271,114 $ 22,615,318 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs.
Cost of Revenue The following table set forth the breakdown of our cost of revenue for the periods indicated: Years ended September 30, 2023 2024 Air freight charges $ 7,113,911 $ 3,520,270 Last mile carriage and alliance costs 9,415,448 10,399,786 Warehouse labor costs 133,437 167,341 Packing costs 18,145 33,380 $ 16,680,941 $ 14,120,777 Our cost of revenue mainly represented air freight charges, last mile carriage and alliance costs, packaging costs and labor costs.
Gross Profit Our gross profit increased by 42.7% to $1,405,878 for the year ended September 30, 2022, from $984,966 for the year ended September 30, 2021. Our gross profit margin decreased to 5.9% for the year ended September 30, 2022, from 7.4% for the year ended September 30, 2021.
Gross Profit Our gross profit increased by 27.0% to $2,419,402 for the year ended September 30, 2024, from $1,905,587 for the year ended September 30, 2023. Our gross profit margin increased to 14.6% for the year ended September 30, 2024, from 10.3% for the year ended September 30, 2023.
The increase in our current liabilities is mainly due to an increase in accounts payables. As of September 30, 2023, we have working capital of $128,745 as compared to working capital of $499,500 as of September 30, 2022.
As of September 30, 2024, we had working capital of $2,670,291 as compared to working capital of $128,745 as of September 30, 2023.
Logistics income is recognized over the logistics time. The increase of revenue in this revenue stream is due to the increase in logistics demand, which drove up both the delivery volume and the average sales price per freight weight, caused by the upward trend of online shopping and increased demand of home delivery.
The decrease of revenue from the integrated cross-border logistics services is due to the higher average sales price per freight weight which driven down sales demand and volume from customers.
Our warehouse labor costs increased by $34,915, or 78.3%, from $44,581 for the year ended September 30, 2021 to $79,496 for the year ended September 30, 2022, mainly due to more part-time workers hired to keep up with the demand. Our packing costs mainly represented packing materials, including boxes and labels, for repacking customers’ products.
Our warehouse labor costs increased by $33,904, or 25.4%, from $133,437 for the year ended September 30, 2023 to $167,341 for the year ended September 30, 2024, mainly due to more part-time workers hired to improve the work efficiency, and the hourly rate for part-time workers has also been increased significantly.
Removed
Year Ended September 30, 2022 Compared to Year Ended September, 2021 Comparison of Year Ended September 30, 2021 and 2022 Years ended September 30, 2021 2022 Changes $ $ $ Revenue Integrated cross-border logistics services 11,993,332 19,444,182 7,450,850 Air freight forwarding services 1,262,748 4,577,014 3,314,266 13,256,080 24,021,196 10,765,116 Cost of revenue 12,271,114 22,615,318 10,344,204 Gross profit 984,966 1,405,878 420,912 General and administrative expenses 421,181 588,732 167,551 Income from operation 563,785 817,146 253,361 Other income (expense) Interest income 21 108 87 Interest expense (78 ) (2,755 ) (2,677 ) Other income 78,622 122,289 43,667 Total other income/(expense), net 78,565 119,642 41,077 Income before income taxes 642,350 936,788 294,438 Income tax expenses 77,592 126,561 48,969 Net income 564,758 810,227 245,469 91 Table of Contents Revenues Our revenue increased by $10,765,116, or 81.2%, from $13,256,080 for the year ended September 30, 2021 to $24,021,196 for the year ended September 30, 2022, primarily due to the increase in the integrated cross-border logistics services and air freight forwarding services in 2022.
Added
Comparison of Year Ended September 30, 2023 and 2024 Years ended September 30, 2023 2024 Changes $ $ $ Revenue Integrated cross-border logistics services 16,872,539 15,116,783 (1,755,756 ) Air freight forwarding services 1,713,989 1,423,396 (290,593 ) 18,586,528 16,540,179 (2,046,349 ) Cost of revenue Cost of revenue – third party 10,521,866 7,223,445 (3,298,421 ) Cost of revenue – related party 6,159,075 6,897,332 738,257 16,680,941 14,120,777 (2,560,164 ) Gross profit 1,905,587 2,419,402 513,815 General and administrative expenses 758,726 1,079,349 320,623 Income from operation 1,146,861 1,340,053 193,192 Other income Interest income 3,481 68,205 64,724 Interest expense (1,066 ) (2,393 ) (1,327 ) Other income 120,367 156,953 36,586 Total other income, net 122,782 222,765 99,983 Income before income taxes 1,269,643 1,562,818 293,175 Income tax expenses 192,251 223,810 31,559 Net income 1,077,392 1,339,008 261,616 57 Table of Contents Year Ended September 30, 2024 Compared to Year Ended September, 2023 Revenues Our revenue decreased by $2,046,349, or 11.0%, from $18,586,528 for the year ended September 30, 2023 to $16,540,179 for the year ended September 30, 2024, primarily due to the decrease in the integrated cross-border logistics services and air freight forwarding services in 2024.

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Biggest changeThe registered address of Globavend Investments Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, BVI. 119 Table of Contents At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
Biggest changeAt each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; 113 Table of Contents ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee will be responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; 74 Table of Contents ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 115 Table of Contents Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption. 76 Table of Contents Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), but we are required to comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management. 114 Table of Contents Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs, or other similar arrangements; and ● selecting a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management. 75 Table of Contents Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr.
Board Diversity Matrix Country of Principal Executive Offices Australia Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 111 Table of Contents Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
Board Diversity Matrix Country of Principal Executive Offices Australia Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 73 Table of Contents Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 3 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 B.
We believe Globavend HK maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended September 30, 2021, 2022 and 2023.
We believe Globavend HK maintains a good working relationship with its employees, and it has not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the years ended September 30, 2022, 2023 and 2024.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 117 Table of Contents D.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 77 Table of Contents D.
He has received a Bachelor of Commerce Degree in Accounting and Finance and Master of Applied Finance, both from Monash University of Australia, in December 2005 and December 2006, respectively. 109 Table of Contents Ms. San Man Leng (“Ms. Leng”) , Independent Director Ms. Leng has served as an independent director since November 2, 2023. Ms.
He has received a Bachelor of Commerce Degree in Accounting and Finance and Master of Applied Finance, both from Monash University of Australia, in December 2005 and December 2006, respectively. 72 Table of Contents Ms. San Man Leng (“Ms. Leng”) , Independent Director Ms. Leng has served as an independent director since November 2, 2023. Ms.
He is a member of the Certified Public Accountants Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants since January 2011 and September 2018, respectively and has over 15 years of experience in the related fields of finance, auditing, accounting, corporate governance practices, and company secretarial matters.
He is a member of the Certified Public Accountants Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants since January 2011 and September 2018, respectively and has over 18 years of experience in the related fields of finance, auditing, accounting, corporate governance practices, and company secretarial matters.
Wai Yiu Yau is the founder of the Company and has been its director and chairman of the Board since May 2023. He is also the founder and director of Globavend HK since its inception in June 2016 and has over 15 years of experience in the logistics industry. Prior to the setting up of Globavend HK, Mr.
Wai Yiu Yau is the founder of the Company and has been its director and chairman of the Board since May 2023. He is also the founder and director of Globavend HK since its inception in June 2016 and has over 18 years of experience in the logistics industry. Prior to the setting up of Globavend HK, Mr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive officers Age Position Mr. Wai Yiu Yau 40 Founder, Chairman of the Board and Chief Executive Officer Mr.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive officers Age Position Mr. Wai Yiu Yau 41 Founder, Chairman of the Board and Chief Executive Officer Mr.
Cheung”) , Independent Director Mr. Cheung has served as an independent director since November 2, 2023. Mr. Cheung is also a member of the compensation committee, the nominating and corporate governance committee and the audit committee. Mr. Cheung has over 13 years’ experience in logistics field including international business expansion, cross-border transactions and corporate governance. He has been serving S.F.
Cheung has served as an independent director since November 2, 2023. Mr. Cheung is also a member of the compensation committee, the nominating and corporate governance committee and the audit committee. Mr. Cheung has over 14 years’ experience in logistics field including international business expansion, cross-border transactions and corporate governance. He has been serving S.F.
Cheung Fan — — All directors and executive officers as a group 11,444,790 78.25 % Principal Shareholders: % Globavend Investments Limited (3) 11,444,790 78.25 % Notes: (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
Cheung Fan — — All directors and executive officers as a group 11,444,790 76.7 % Principal Shareholders: % Globavend Investments Limited (3) 11,444,790 76.7 % Notes: (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
These shares, however, are not included in the computation of the percentage ownership of any other person. See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers. Directors and Executive Officers: (1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares (2) Mr. Wai Yiu Yau (3) 11,444,790 78.25 % Mr.
These shares, however, are not included in the computation of the percentage ownership of any other person. See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers. Directors and Executive Officers: (1) Number of Ordinary Shares Approximate percentage of outstanding Ordinary Shares (2) Mr. Wai Yiu Yau (3) 11,444,790 76.7 % Mr.
Yau is also eligible to participate in our standard employee benefit plan, including but not limited to retirement plan, life insurance plan, health insurance plan and travel/holiday plan. 116 Table of Contents Mr. Yau’s employment agreement may be terminated by us with or without cause. If we terminate Mr. Yau’s employment agreement without cause, we shall give Mr.
Yau is also eligible to participate in our standard employee benefit plan, including but not limited to retirement plan, life insurance plan, health insurance plan and travel/holiday plan. Mr. Yau’s employment agreement may be terminated by us with or without cause. If we terminate Mr. Yau’s employment agreement without cause, we shall give Mr.
The following table sets out a breakdown of our employees by function: As of September 30, 2021 As of September 30, 2022 As of September 30, 2023 Management 1 1 1 Administration and human resources - 1 1 Accounting and finance 1 1 1 Supply-chain management 1 1 1 Warehouse management (1) 5 5 3 Total 8 9 7 (1) Includes full-time employees but excludes part-time employees.
The following table sets out a breakdown of our employees by function: As of September 30, 2022 As of September 30, 2023 As of September 30, 2024 Management 1 1 1 Administration and human resources 1 1 1 Accounting and finance 1 1 2 Supply-chain management 1 1 1 Warehouse management (1) 5 3 2 Total 9 7 7 (1) Includes full-time employees but excludes part-time employees.
He receives a Bachelor of Laws Degree and Postgraduate Certificate in Laws from the Chinse University of Hong Kong in 2012 and 2013, respectively. We believe Mr. Shin is qualified to serve as our director based on his extensive experience in corporate law and practice as well as his legal background. 110 Table of Contents Mr. Fan Cheung (“Mr.
He receives a Bachelor of Laws Degree and Postgraduate Certificate in Laws from the Chinse University of Hong Kong in 2012 and 2013, respectively. We believe Mr. Shin is qualified to serve as our director based on his extensive experience in corporate law and practice as well as his legal background. Mr. Fan Cheung (“Mr. Cheung”) , Independent Director Mr.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of our shares. 118 Table of Contents The calculations in the table below are based on 14,625,000 Ordinary Shares outstanding as of the date of this annual report.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of our shares. 78 Table of Contents The calculations in the table below are based on 14,931,123 Ordinary Shares outstanding as of the date of this annual report.
We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of September 30, 2023, we had no outstanding equity awards. 112 Table of Contents C.
We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of September 30, 2024, we had no outstanding equity awards. C.
Compensation For the year ended September 30, 2023, we paid an aggregate of US$85,000 (including salaries, bonus and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to contribute amounts equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Compensation For the year ended September 30, 2024, we paid an aggregate of US$72,532 (including salaries, bonus and mandatory provident fund) to our directors. Our Hong Kong subsidiary is required by law to contribute amounts equal to certain percentages of each employee’s salary for his or her mandatory provident fund.
Tsz Ngo Yu 38 Chief Financial Officer Ms. San Man Leng 46 Independent Director Mr. Ho Chuen Shin 34 Independent Director Mr. Fan Cheung 39 Independent Director Mr. Wai Yiu Yau (“Mr. Yau”) , Founder, Chairman of the Board and Chief Executive Officer Mr.
Tsz Ngo Yu 39 Chief Financial Officer Ms. San Man Leng 47 Independent Director Mr. Ho Chuen Shin 35 Independent Director Mr. Fan Cheung 40 Independent Director Mr. Wai Yiu Yau (“Mr. Yau”) , Founder, Chairman of the Board and Chief Executive Officer Mr.
Employees As of September 30, 2023, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia. As of September 30, 2022, Globavend HK employed a total number of nine full-time employees in Hong Kong.
Employees As of September 30, 2024, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia. As of September 30, 2023, we had seven full-time employees, six of whom are based in Hong Kong and one of whom is based in Australia.
(2) Based on 14,625,000 Ordinary Shares outstanding as at the date of this annual report. (3) Represents 11,444,790 Ordinary Shares held by Globavend Investments Limited, a company incorporated under the laws of the BVI, wholly owned by Mr. Yau.
(2) Based on 14,931,123 Ordinary Shares outstanding as at the date of this annual report. (3) Represents 11,444,790 Ordinary Shares held by Globavend Investments Limited, a company incorporated under the laws of the BVI, wholly owned by Mr. Yau. The registered address of Globavend Investments Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, BVI.
Globavend HK had a total of eight full-time employees as of September 30, 2021, all of whom were stationed in Hong Kong.
As of September 30, 2022, Globavend HK employed a total number of nine full-time employees in Hong Kong.

Item 7. Management's Discussion & Analysis

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

4 edited+3 added−1 removed1 unchanged
Biggest changeWai Yiu Yau 226,484 - - As of September 30, 2021 2022 2023 US$ US$ US$ Prepayment: Panaicia Pty Ltd - - 155,093 Prezario UNO Pty Ptd - - 14,741 As of September 30, 2021 2022 2023 US$ US$ US$ Accounts payable – related party: Panaicia Pty Ltd - 175,479 - Transactions with related parties For the years ended September 30, 2021 2022 2023 Related Party Nature of transaction US$ US$ US$ FC Output Limited Integrated cross-border logistics services income 15,121 - - Panaicia Pty Ltd Freight charge expenses - 5,922,909 5,526,462 Prezario UNO Pty Ltd Freight charge expenses - 70,634 632,613 Mr.
Biggest changeTransactions with related parties For the years ended September 30, 2022 2023 2024 Related Party Nature of transaction US$ US$ US$ Panaicia Pty Ltd Last mile carriage expenses 5,922,909 5,526,462 6,462,561 Prezario UNO Pty Ltd Last mile carriage expenses 70,634 632,613 434,771 Mr. Wai Yiu Yau Rental expense - - 8,308 Mr.
Chun Lin Yau Salary expenses 16,769 16,769 - Ms. Lai Ching Ng Salary expenses 16,769 16,769 - 121 Table of Contents Names and relationship of related parties Existing Relationship with the Company Panaicia Pty Ltd Sole director and sole shareholder is one of the shareholders Mr. Wai Yiu Yau.
Wai Yiu Yau Interest income - - 5,030 Mr. Chun Lin Yau Salary expenses 16,769 - - Ms. Lai Ching Ng Salary expenses 16,769 - - 80 Table of Contents Names and relationship of related parties Existing Relationship with the Company Panaicia Pty Ltd Sole director and sole shareholder is one of the shareholders Mr. Wai Yiu Yau.
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 past three fiscal years up to the date of this annual report: 120 Table of Contents Balances with related parties As of September 30, 2021 2022 2023 US$ US$ US$ Amount due from a director: 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 past three fiscal years up to the date of this annual report: 79 Table of Contents Balances with related parties As of September 30, 2022 2023 2024 US$ US$ US$ Deposit and prepayment – related parties: Panaicia Pty Ltd - 155,093 - Prezario UNO Pty Ptd - 14,741 - Mr.
Lai Ching Ng Mother of one of the shareholders, Mr. Wai Yiu Yau C. Interests of Experts and Counsel Not applicable.
Prezario UNO Pty Ltd Sole shareholder is the spouse of one of the shareholders Mr. Wai Yiu Yau. Mr. Chun Lin Yau Father of one of the shareholders, Mr. Wai Yiu Yau Ms. Lai Ching Ng Mother of one of the shareholders, Mr. Wai Yiu Yau C. Interests of Experts and Counsel Not applicable.
Removed
Prezario UNO Pty Ltd Sole shareholder is the spouse of one of the shareholders Mr. Wai Yiu Yau. FC Output Limited One of the directors and shareholders is one of the shareholders Mr. Wai Yiu Yau. Mr. Chun Lin Yau Father of one of the shareholders, Mr. Wai Yiu Yau Ms.
Added
Wai Yiu Yau (note) - - 600,000 As of September 30, 2022 2023 2024 US$ US$ US$ Accounts payable – related party: Panaicia Pty Ltd 175,479 - 1,563,137 Prezario UNO Pty Ptd - - 64,133 As of September 30, 2022 2023 2024 US$ US$ US$ Amount due to a director: Mr.
Added
Wai Yiu Yau - - 8,586 Note: As of September 30, 2024, a deposit of $600,000 was paid to Mr. Wai Yiu Yau, a director of the Company, for the Company’s exclusivity to acquire the warehouse and office at Tsuen Wan Industrial Centre, of which an operating lease has been entered into with the Company.
Added
The deposit was refundable upon the termination of arrangement. Imputed interest was calculated by interest rate of 3.375% over the lease term of 15 months.

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