GSIW 20-F
Garden Stage Ltd (GSIW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
(Nasdaq Capital Market) |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |||
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | International Financial Reporting Standards as issued | Other ☐ | ||
| by the International Accounting Standards Board ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Table of Contents
i
INTRODUCTION
All share figures and per share price figures in this Annual Report on Form 20-F of the Company for the fiscal year ended March 31, 2026, that are effective prior to March 6, 2026, have not been updated retroactively to reflect the one-for-two hundred (1:200) reverse share split of the Class A Ordinary Shares of the Company, conducted by the Company on March 6, 2026, unless otherwise stated.
Except where the context otherwise requires and for purposes of this annual report only the term:
| ● | “17 Uno BVI” refers to 17 Uno Limited, a company incorporated under the laws of British Virgin Islands; |
| ● | “AE” refers to an account executive, being licensed representative accredited to I Win Securities to carry out regulated activities, who is self-employed and only entitled to share the brokerage income from the clients referred by him/her; |
| ● | “AUM” refers to the amount of assets under management; |
| ● | “BSS” refers to the Broker Supplied System, being a front office solution either developed in-house by the Stock Exchange Participant or a third-party software package acquired from commercial vendors, enabling the Stock Exchange Participant to connect its trading facilities to the Open Gateway to conduct trading; |
| ● | “CAGR” refers to compounded annual growth rate, the year-on-year growth rate over a specific period of time; |
| ● | “China” or the “PRC” refer to the People’s Republic of China, including Hong Kong and Macau; |
| ● | “Class A Ordinary Shares” refers to the Class A ordinary shares, $0.02 par value per share, of the Company, each with one vote per share; |
| ● | “Class B Ordinary Shares” refers to the Class B ordinary shares, $0.0001 par value per share, of the Company, each with 100 votes per share; |
| ● | “Code of Conduct” refers to the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission of Hong Kong; |
| ● | “CUFH” refers to China Union Financial Holding Limited, a company incorporated with limited liability in the British Virgin Islands; |
| ● | “FY 2026”, “FY 2025” “FY2024” are to fiscal year ended March 31, 2026, March 31, 2025 and March 31, 2024, respectively; |
| ● | “Garden Stage” or “Company” are to Garden Stage Limited, an exempted company incorporated with limited liability in the Cayman Islands on August 11, 2022; |
| ● | “HKD” or “HK$” refer to the legal currency of Hong Kong. |
| ● | “HKSCC” refers to the Hong Kong Securities Clearing Company Limited |
| ● | “HKSFC” refers to the Securities and Futures Commission of Hong Kong; |
| ● | “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this annual report only; |
| ● | “I Win Asset Management” refers to I Win Asset Management Limited, a company with limited liability under the laws of Hong Kong; | |
| ● | “I Win Consulting” refers to I Win Consulting Limited, a company with limited liability under the laws of Hong Kong; |
| ● | “I Win Holdings HK” refers to I Win Holdings Limited, a company with limited liability under the laws of Hong Kong; |
| ● | “I Win Securities” refers to I Win Securities Limited, a company with limited liability under the laws of Hong Kong; |
| ● | “Licensed Representative(s)” refers to an individual who is granted a license under section 120(1) or 121(1) of the SFO to carry on one or more than one regulated activity; |
| ● | “Listing Rules” refers to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong, as amended, supplemented or otherwise modified from time to time; |
| ● | “Mainland China” refers to the mainland of the People’s Republic of China; excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this annual report only; |
ii
| ● | “MFBVI” refers to Mental Form (BVI) Limited, a company incorporated in the British Virgin Islands with limited liability; |
| ● | “MFHK” refers to Mental Form (HK) Limited, a company incorporated in Hong Kong with limited liability; |
| ● | “Ordinary Shares” refers to, collectively, the Class A Ordinary Shares and Class B Ordinary Shares; |
| ● | “Open Gateway” refers to a Windows-based device provided by the Stock Exchange and installed at the Stock Exchange Participants’ office to facilitate electronic interface of the Automatic Order Matching and Execution System of the Stock Exchange with front office systems operated by the Stock Exchange Participant; |
| ● | “Operating Subsidiaries” refers to I Win Securities and I Win Asset Management, the indirectly wholly-owned subsidiaries of Garden Stage, unless otherwise specified |
| ● | “PRC government” or “Chinse government” refer to the government of Mainland China for the purposes of this annual report only; |
| ● | “Responsible Officer(s)” or “RO” refers to a Licensed Representative who is also approved as a responsible officer under section 126 of the SFO to supervise one or more than one regulated activity of the licensed corporation to which he/she is accredited; | |
| ● | “RMB”, “Renminbi”, or “CNY” refers to the legal currency of Mainland China; |
| ● | “SEC” refers to the United States Securities and Exchange Commission; |
| ● | “SFO” refers to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time; |
| ● | “Shenyang” refers to Shenyang Mental Aether Technology Company Limited, a company incorporated in the PRC with limited liability; |
| ● | “Stock Exchange” or “SEHK” refers to the Stock Exchange of Hong Kong Limited; |
| ● | “Stock Exchange Trading Right” refers to the right to be eligible to trade on or through the Stock Exchange as a Stock Exchange Participant and entered as such a right in a list, register or roll kept by the Stock Exchange; |
| ● | “Stock Exchange Participant(s)” refers to corporation(s) licensed to carry on Type 1 (dealing in securities) regulated activity under the SFO who, in accordance with the rules of the Stock Exchange, may trade on or through the Stock Exchange and whose name(s) is/are entered in a list, register or roll kept by the Stock Exchange as person(s) who may trade on or through the Stock Exchange; |
| ● | “US$” or “U.S. dollars” refer to the legal currency of the United States; and |
| ● | “we,” “us,” “our,” “the Company” and “Garden Stage” refer to Garden Stage Limited, an exempted company incorporated with limited liability in the Cayman Islands on August 11, 2022, and does not include its subsidiaries, China Union Financial Holding Limited, I Win Consulting Limited, 17 Uno BVI, I Win Holdings HK, I Win Securities, and I Win Asset Management. Where appropriate, we shall refer to the subsidiaries by their legal names, collectively as “our subsidiaries”, or “Operating Subsidiaries” when we refer to our operating entities, as the case may be, and clearly identify the entity in which investors are purchasing an interest; |
Garden Stage is a holding company with operations conducted in Hong Kong through its Operating Subsidiaries, using Hong Kong dollars. The reporting currency is U.S. dollars. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in net income. The conversion of Hong Kong dollars into U.S. dollars are based on the exchange rates set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this annual report were made at an average rate of HKD 7.8039 to USD 1.00, HKD 7.7945 to USD 1.00, and HKD 7.8252 to USD 1.00 for FY 2026, FY 2025 and FY 2024, respectively and a year-end spot rate of HKD 7.8357 to USD 1.00, and HKD 7.7799 to USD 1.00. for FY 2026 and FY 2025, respectively.
We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. We have sought to provide current information in this annual report and believe that the statistics provided in this annual report remain up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.
iii
FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
You can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements include, but are not limited to, statements about:
| ● | future financial and operating results, including revenues, income, expenditures, cash balances and other financial items; |
| ● | our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals; |
| ● | current and future economic and political conditions; |
| ● | our expectations regarding demand for and market acceptance of our subsidiaries’ services; |
| ● | our expectations regarding the expansion of our subsidiaries’ client base; |
| ● | our subsidiaries’ relationships with their business partners; |
| ● | competition in our industries; |
| ● | relevant government policies and regulations relating to our industries; |
| ● | our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business; |
| ● | ability to managing our growth effectively; |
| ● | our capital requirements and our ability to raise any additional financing which we may require; |
| ● | our subsidiaries’ ability to protect their intellectual property rights and secure the right to use other intellectual property that they deem to be essential or desirable to the conduct of their business; |
| ● | the dependence on our senior management and key employees; and |
| ● | our ability to hire and retain qualified management personnel and key employees in order to develop our subsidiaries’ business; |
| ● | overall industry and market performance; |
| ● | other assumptions described in this annual report underlying or relating to any forward-looking statements. |
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information—3.D. Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
iv
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable for annual reports on Form 20-F.
Item 2. Offer Statistics and Expected Timetable
Not applicable for annual reports on Form 20-F.
Item 3. Key Information
Corporate Structure
The following is a list of our subsidiaries as of the date of this annual report.
| Name of Subsidiary | Jurisdiction of Incorporation or Organization | |
| 17 Uno Limited | British Virgin Islands | |
| China Union Financial Holding Limited | British Virgin Islands | |
| I Win Holdings Limited | Hong Kong | |
| I Win Securities Limited | Hong Kong | |
| I Win Asset Management Limited | Hong Kong | |
| I Win Consulting Limited | Hong Kong | |
| Mental Form (BVI) Limited | British Virgin Islands | |
| Mental Form (HK) Limited | Hong Kong | |
| Shenyang Mental Aether Technology Company Limited | PRC |
The following chart illustrates our corporate structure, including our subsidiaries, as of the date of this annual report. The percentages shown on the following chart represent percentages of equity ownership:
Subsidiaries and Business Functions
17 Uno BVI was incorporated under the laws of British Virgin Islands on August 17, 2022. It is the intermediate holding company of I Win Holdings HK.
I Win Holdings HK was incorporated under the laws of Hong Kong on March 25, 2020. It is the holding company of I Win Asset Management and I Win Securities. On June 6, 2022, HKSFC approved I Win Holdings HK to be the substantial shareholder of I Win Securities and I Win Asset Management. On June 24, 2022, I Win Holdings HK acquired 100% of the equity interest of I Win Securities and I Win Asset Management and has become their holding company.
1
I Win Securities was incorporated in accordance with laws of Hong Kong on November 10, 2016. With a registered capital of HKD 19,000,000 (approximately US$2.4 million) currently, I Win Securities is a limited liability corporation licensed with HKSFC to undertake Type 1 (dealing in securities) regulated activity.
China Union Financial Holding Limited (“CUFH”) was incorporated in accordance with laws of British Virgin Islands on June 17, 2016. CUFH is a wholly-owned subsidiary of I Win Securities. CUFH has a share capital of US$1,000 with no operations.
I Win Asset Management was incorporated in accordance with laws of Hong Kong on March 25, 2020. With a registered capital of HKD 900,000 (approximately US$0.1 million) currently, I Win Asset Management is a limited liability corporation licensed with the HKSFC to undertake Type 4 (advising on securities) and Type 9 (asset management) regulated activities.
I Win Consulting was incorporated in accordance with laws of Hong Kong on July 16, 2025. With a registered capital of HKD 1,000 (approximately US$127.00) currently, I Win Consulting is a limited liability corporation created for the purpose of providing general consulting services to our clients.
The Company acquired Mental Form (BVI) Limited (“MFBVI”) and its subsidiary, Mental Form (HK) Limited (“MFHK”) for an aggregate purchase of $10,700,000.00 in November 2025. MFBVI has a share capital of US$10,000 and is an investment holding company with no operations. MFHK has a share capital of HK$1 and principally engaged in selling humanoid robots and providing related services. MFHK did not conduct substantive revenue-generating operations during the year ended March 31, 2026.
Shenyang Mental Aether Technology Company Limited (“Shenyang Mental Aether”) was incorporated in accordance with laws of PRC on December 5, 2025. Shenyang Mental Aether is a wholly-owned subsidiary of the Company. Shenyang Mental Aether has a registered share capital of CNY35,394,500 (approximately US$5.1 million), which CNY13,868,520 (approximately US$2.0 million) was paid-up as of March 31, 2026, and is principally engaged in selling electronic components and providing related services. As of March 31, 2026, no production or sales activities have been conducted by Shenyang Mental Aether.
Although we do not have any material operations in Mainland China, we have an insignificant subsidiary that is incorporated in Mainland China, which has not yet commenced business operations. PRC laws do not currently prohibit direct foreign investment in our subsidiary in Mainland China, and our investors could potentially own equity interests in our subsidiary in Mainland China. Nonetheless, we, together with our subsidiary in Mainland China face risks and uncertainties associated with the complex and evolving PRC laws and regulations, and PRC regulatory authorities could disallow the corporate structure through which we hold our subsidiary in Mainland China, and could extend such prohibition to our Hong Kong operations, which could lead to a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in Mainland China and Hong Kong— Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36 of this Annual Report.
Regulations Related to the PRC
Transfers of Cash to and from Our Subsidiary
Garden Stage has no operations of its own. It conducts all of its operations in Hong Kong through its Operating Subsidiaries, and at present, it also has an subsidiary that is incorporated in Mainland China, which has not commenced business operations. Garden Stage may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Cash is transferred through our organization in the following manner: (i) funds are transferred from Garden Stage, our holding company incorporated in Cayman Islands, to our Operating Subsidiaries in Hong Kong in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating Subsidiaries in Hong Kong to Garden Stage. If Garden Stage intends to distribute dividends to its shareholders, it will depend on payment of dividends from the Operating Subsidiaries to Garden Stage in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Garden Stage to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.
There is no restriction under the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) on the amount of funding that Garden Stage may provide to its subsidiary in Hong Kong (i.e., Garden Stage to Operating Subsidiaries) through loans or capital contributions, provided that such provision of funds is in the best interests of, and of commercial benefit to, Garden Stage. The Operating Subsidiaries are also permitted under the laws of Hong Kong, to provide funding to Garden Stage, through dividend distributions or payments, without restrictions on the amount of the funds.
We can distribute accumulated and realized profits (so far as not previously utilized by distribution or capitalization) available for distribution less its accumulated loss (to the extent that they have not been previously written off in a reduction or reorganization of capital) by dividends from our Operating Subsidiaries in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolutions of directors, authorize and declare a dividend to shareholders from time to time and of an amount they deem fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of our assets will exceed our liabilities, and Garden Stage will be able to satisfy our debts as they fall due in the ordinary course of business. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this annual report.
2
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
Furthermore, as of the date of this annual report, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between Garden Stage and its subsidiaries, across borders and to U.S, investors, nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries, to Garden Stage and U.S. investors and amounts owed. While the laws and regulations of Mainland China have no impact on our ability to transfer cash or assets between Garden Stage and our Operating Subsidiaries or to the investors in the U.S., however, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as our Operating Subsidiaries), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assets by the PRC government on the ability of Garden Stage or our Operating Subsidiaries to transfer cash and/or assets. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Garden Stage or the Operating Subsidiaries to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to entities outside of Hong Kong.
Any limitation, if imposed in the future, on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavourably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless. For a more detailed discussion of how the cash is transferred within our organization. See “Risk Factors — Risks related to Doing Business in Hong Kong and Mainland China — Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36, and “Dividend Policy” on page 146 for further details.
Furthermore, the PRC government has significant authority to intervene or influence the Mainland China operations of an offshore holding company at any time, and such oversight may also extend to companies operating in Hong Kong like us. We cannot assure you that the PRC government will not prevent us from transferring the cash we maintain in Hong Kong outside of PRC, or restrict our ability to deploy our cash into business or to pay dividends. We could also be subject to limitations on the transfer or the use of our cash if we expand our business operations into Mainland China through our PRC subsidiary or conduct our operations in some other ways such that we become subject to PRC laws that regulate these activities. Any limitation on our ability to transfer or use our cash 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. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in Mainland China and Hong Kong— Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36 of this Annual Report.
For fiscal years ended March 31, 2024, 2025, and 2026, and up to the date of this annual report, no transfer of cash or other types of assets has been made between Garden Stage and its Operating Subsidiaries; and Garden Stage, our holding company, has not declared or made any dividends or other distribution to its shareholders in the past, nor has any dividends or distributions been made by our Operating Subsidiaries to Garden Stage. Furthermore, no payments of any kind (including transfers, capital contributions and loans) have been made between Garden Stage and our subsidiaries, or by our Operating Subsidiaries to Garden Stage. For fiscal years ended March 31, 2024, 2025, and 2026, and up to the date of this annual report, our subsidiaries have not declared dividends.
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Operating Subsidiaries by way of dividend payments.
We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See “Risk Factors — Risks related to Doing Business in Hong Kong and Mainland China — “Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36, and the audited combined financial statements and the accompanying footnotes beginning on F-7 of this annual report, for more information.
Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
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On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China, and (ii) Hong Kong.
On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.
On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed.
Our auditor, J&S Associate PLT, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is a firm headquartered in Malaysia and registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards with the last inspection in February 2024. As of the date of this annual report, our auditor is not subject to and not affected by the PCAOB’s December 2021 Determination Report.
However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, which would add uncertainties to our offering, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Item 3. Key Information - 3.D. Risk Factors — Risks Relating to our Ordinary Shares —“The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable to conduct such inspections for two consecutive years, the SEC will prohibit the trading of our shares. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections” on page 37 of this annual report.
Regulatory Development in the PRC
We are a holding company incorporated in the Cayman Islands with all of the operations conducted by our Operating Subsidiaries in Hong Kong. We have also established a wholly-owned subsidiary in Mainland China, which is the only entity in our corporate structure that is incorporated in Mainland China. We do not currently conduct any operations through such subsidiary in Mainland China. We currently do not have nor do we have any plans to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China.
Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Accordingly, we believe that the PRC laws and regulations on cybersecurity, data security, and the oversight and control over overseas securities offerings do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future.
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We are aware that, in recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. This indicated the PRC government’s intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. Since these statements and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, its ability to accept foreign investments, and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.
Although we currently do not have operations in Mainland China, should we expand our operations in Mainland China in the future, we could face legal and operational risks associated with such expansion and operations in Mainland China. The Chinese government has significant authority to exert influence on the ability of a China-based company, such as Shenyang Mental Aether, to conduct its business. Therefore, our investors face potential uncertainty from the PRC government. Changes in China’s economic, political or social conditions or government policies could materially adversely affect Garden Stage and its affiliated entities’ business and results of operations. For example, Garden Stage faces risks associated with PRC governmental authorities’ significant oversight and discretion over the businesses and financing activities of Shenyang, the requirement of regulatory approvals for offerings conducted overseas by and foreign investment in China-based issuers, the use of variable interest entities, the enforcement of anti-monopoly regime, the regulatory oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our subsidiaries’ operations and the value of our ordinary shares, significantly limit or completely hinder our ability and the ability of any holder of our Class A Ordinary Shares or other securities of Garden Stage to offer or continue to offer such securities to investors, or cause the value of such securities to significantly decline. In particular, recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, as well as the PCAOB’s ability to inspect our auditors, may impact our ability to conduct business through Shenyang, accept foreign investments, or be listed on a U.S. or other foreign stock exchange. See “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in Hong Kong and Mainland China – The PRC government may intervene or influence the Mainland China, as well as Hong Kong, operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’ operations in Hong Kong.” on page 30 of this Annual Report and “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in Hong Kong and Mainland China – The enforcement of laws and rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering.” on page 35 of this Annual Report.
Cybersecurity review
On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.
On December 24, 2021, the CSRC together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.
On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that 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. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business in the future.
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Our Operating Subsidiaries may collect and store data (including certain personal information) from their customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). We do not expect the Measures to have an impact on our business or operations, given that (i) our Operating Subsidiaries that we conduct business operations through are incorporated in Hong Kong (ii) we have only one insignificant subsidiary in Mainland China with no direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). We believe that our Operating Subsidiaries in Hong Kong will not be deemed to be an “Operator” required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries through which we conduct operations are incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this annual report, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries has collected is stored in servers located in Hong Kong; and (iv) as of the date of this annual report, our Operating Subsidiaries has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. We believe that our subsidiary in Mainland China will not be deemed to be an “Operator” required to file for cybersecurity review for any offering in the United States, because we do not conduct any operations through such subsidiary. Therefore, we are not covered by the permission requirements from CSRC or CAC.
Data Security Law
The PRC Data Security Law (the “Data Security Law” or “DSL”), which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, DSL applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China which jeopardize the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this annual report, although we do have a subsidiary in Mainland China, we do not have any significant operations or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Therefore, we do not believe that the Data Security Law is applicable to us.
CSRC Filing or approval
On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect at the time of this annual report, we will not be required to submit an application to the CSRC for its approval of our IPO and the continued listing and trading of our Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion.
The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this annual report, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.
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On December 24, 2021, the CSRC, together with other relevant PRC government authorities issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations requires that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.
On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.
Since recent statements, laws and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement of unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. It also remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.
As of the date of this annual report, although we have a subsidiary in Mainland China, we have no significant operations in Mainland China. Our Operating Subsidiaries are located in, and operate in Hong Kong, a special administrative region of the PRC. We believe that the PRC government does not exert direct influence and discretion over the manner we conduct our business activities in Hong Kong, outside of Mainland China, as of the date of this annual report. We do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on listed overseas using VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.
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However, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. In light of PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in PRC can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Permissions required from Hong Kong and PRC authorities
Garden Stage and our Operating Subsidiaries are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the United States and issuing our Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by any relevant authorities. As of the date of this annual report, apart from business registration certificates, Garden Stage and our Operating Subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate our business. Our Hong Kong Operating Subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate its business in Hong Kong, including but not limited to its business registration certificates.
As of the date of this annual report, based on PRC laws and regulations effective as of the date of this annual report, the Company is not required to obtain permissions or approvals from any PRC authorities before listing in the United States, including the filings under the Trial Measure, and to issue our Ordinary Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether listing and/or offerings conducted by Hong Kong-based companies are subject to this regulation; (ii) our Operating Subsidiaries are established and operates in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC; and (iii) although we have one subsidiary in Mainland China, we do not conduct any operations through such subsidiary. Garden Stage and its Operating Subsidiaries are not required to obtain any permissions or approvals from any Chinese authorities to operate their business as of the date of this annual report. No permissions or approvals have been applied for by us or denied by any relevant authority.
In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.
However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Uncertainties still exit, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.
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In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks as those operated in Mainland China, including the ability to offer securities to investors, list their securities on a U.S. or other foreign exchanges, conduct their business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies. Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”)
The mandatory provident fund scheme (“MPF Scheme”) is defined contribution retirement scheme managed by authorised independent trustees. The MPFSO provides that an employer shall participate in an MPF Scheme and make contributions for its employees aged between 18 and 65. Under the MPF Scheme, an employer and its employee are both required to contribute 5% of the employee’s monthly relevant income as mandatory contribution for and in respect of the employee, subject to the minimum and maximum relevant income levels for contribution purposes. The maximum level of relevant income for contribution purposes is currently HK$30,000 per month.
Regulations Related to our Business Operation in Hong Kong
Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong.
Introduction
The Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) including its subsidiary legislation, is the principal legislation regulating the securities and futures industry in Hong Kong, including the regulation of securities and futures markets and leveraged foreign exchange trading, the offering of investments to the public in Hong Kong, and intermediaries and their conduct of regulated activities. In particular, Part V of the SFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.
The SFO is administered by the HKSFC, which is the statutory regulatory body that governs the securities and futures markets and non-bank retail leveraged foreign exchange market in Hong Kong.
In addition, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CWUMPO”) including its subsidiary legislation also provides that the HKSFC is responsible for authorizing the registration of prospectuses for offerings of shares and debentures in Hong Kong and/or granting exemptions from strict compliance with the provisions in the CWUMPO. The SFO provides that the HKSFC is also responsible for authorizing certain securities (including the relevant offering documents) that are not shares or debentures.
The Hong Kong securities market (with respect to listed instruments) is also governed by the rules and regulations introduced and administered by the Stock Exchange of Hong Kong Limited (the “SEHK”).
The HKSFC
The HKSFC is an independent statutory body which administers the SFO and is responsible for regulating the securities and the futures industry in Hong Kong. The HKSFC works to strengthen and protect the integrity and soundness of Hong Kong’s securities and futures markets for the benefit of investors and the industry.
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As set out in the SFO, the HKSFC’s regulatory objectives are:
| ● | to maintain and promote the fairness, efficiency, competitiveness, transparency, and orderliness of the securities and futures industry; |
| ● | to promote understanding by the public of financial services including the operation and functioning of the securities and futures industry; |
| ● | to provide protection for members of the public investing in or holding financial products; |
| ● | to minimize crime and misconduct in the securities and futures industry; |
| ● | to reduce systemic risks in the securities and futures industry; and |
| ● | to assist the Financial Secretary of Hong Kong in maintaining the financial stability of Hong Kong by taking appropriate actions in relation to the securities and futures industry. |
The HKSFC has five operational divisions, which are corporate finance, enforcement, intermediaries (including licensing and intermediaries supervision), investment products, and supervision of markets. The HKSFC is also supported by the corporate affairs and legal services divisions.
Below are some of the participants in the securities market that the HKSFC regulates in achieving the regulatory objectives under the SFO:
| ● | Brokers, investment advisers, fund managers, and intermediaries carrying out the regulated activities as listed in “Licensing Regime Under the SFO — Types of Regulated Activities” below; |
| ● | Listed companies; |
| ● | Hong Kong Exchanges and Clearing Limited; and |
| ● | Market participants (including investors). |
Licensing Regime Under the SFO
The functions of the HKSFC, as a gatekeeper of standards for individuals and corporations seeking approval to enter into the securities and futures markets of Hong Kong, include the following:
| ● | grant licenses to those who are appropriately qualified and can demonstrate their fitness and properness to be licensed under the SFO; |
| ● | maintain online a public register of licensed persons and registered corporations; |
| ● | monitor the ongoing compliance of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations; and |
| ● | initiate policies on licensing issues. |
The HKSFC operates a system of authorizing corporations and individuals (through licenses) to act as financial intermediaries. Under the SFO, a corporation that is not an authorized financial institution and is:
| ● | carrying on a business in a regulated activity (or holding out as carrying on a regulated activity), or; |
| ● | actively marketing, whether in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if provided in Hong Kong, must be licensed by the HKSFC to carry out that regulatory activity, unless one of the exemptions under the SFO applies. |
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In addition to the licensing requirements on corporations, any individual who: (i) performs any regulated function in relation to a regulated activity carried on as a business, or (ii) holds himself out as performing such regulated activity, must be licensed separately under the SFO as a Licensed Representative accredited to his principal.
Types of Regulated Activities
The SFO provides a licensing regime under which a person needs a license to carry on different types of regulated activities as specified in Schedule 5 of the SFO. The different types of regulated activities are set out as follows:
| Type 1: | dealing in securities; | |
| Type 2: | dealing in futures contracts; | |
| Type 3: | leveraged foreign exchange trading; | |
| Type 4: | advising on securities; | |
| Type 5: | advising on futures contracts; | |
| Type 6: | advising on corporate finance; | |
| Type 7: | providing automated trading services; | |
| Type 8: | securities margin financing; | |
| Type 9: | asset management; | |
| Type 10: | providing credit rating services; | |
| Type 11: | dealing in OTC derivative products or advising on OTC derivative products; | |
| Type 12: | providing client clearing services for OTC derivative transactions. |
The amendments to the SFO in relation to Type 11 regulated activity is, as of the date of this annual report, not yet in operation. The day on which the Type 11 regulated activity will come into operation will be appointed by the Hong Kong Secretary for Financial Services and the Treasury by notice published in the Gazette.
The Type 12 regulated activity came into operation on September 1, 2016 pursuant to the Securities and Futures (Amendment) Ordinance 2014 (Commencement) Notice 2016 (L.N. 27 of 2016), in so far as it relates to paragraph (c) of the new definition of “excluded services” in Part 2 of Schedule 5 to the SFO. The licensing requirement with respect to Type 12 regulated activity is, as of the date of this annual report, not yet in operation and the effective date will be appointed by the Hong Kong Secretary for Financial Services and the Treasury by notice published in the Gazette.
As of the date of this annual report, we are licensed under the SFO to conduct the following regulated activities:
| Company | Type of Regulated Activities | |
| I Win Securities Limited (“IWSL”)1 | Type 1 | |
| I Win Asset Management Limited (“IWAML”)2 | Type 4 and Type 9 |
| 1 | There is no condition on the SFC license of IWSL. |
| 2 | The following conditions are currently imposed on the SFC license of IWAML: (a) the licensee shall only provide services to professional investors (the term “professional investor” is as defined in the SFO and its subsidiary legislation); and (b) the licensee shall not hold client assets (the terms “hold” and “client assets” are as defined under the SFO). |
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Licensed Corporation
For application as a licensed corporation, the applicant has to be incorporated in Hong Kong or an overseas company registered with the Companies Registry of Hong Kong. The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities as detailed in its business plan submitted to the HKSFC.
Detailed guidelines to meet the requirements and expectations of the HKSFC are contained in the following publications of the HKSFC:
| ● | the Guidelines on Competence; |
| ● | the Code of Conduct for Persons Licensed by or Registered with the HKSFC (the “Code of Conduct”); |
| ● | the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC; |
| ● | the Corporate Finance Adviser Code of Conduct; and |
| ● | the Fund Manager Code of Conduct. |
Responsible Officer
For each regulated activity conducted by a licensed corporation, it must appoint no less than two responsible officers, at least one of them must be an executive director, to directly supervise the business of such regulated activity. A responsible officer is an individual approved by the HKSFC to supervise the regulated activity or activities of the licensed corporation to which he or she is accredited. The same individual may be appointed to be a responsible officer for more than one regulated activity provided that he/she is fit and proper to be so appointed and there is no conflict in the roles assumed. An “executive director” of a licensed corporation is defined as a director of the corporation who (a) actively participates in; or (b) is responsible for directly supervising, any business of the regulated activities for which the corporation is licensed. Every executive director of the licensed corporation must apply to the HKSFC to become a responsible officer.
Qualification and Experience Required for Being a Responsible Officer
A person who intends to apply to be a responsible officer must demonstrate that he or she fulfils the requirements on both competence and sufficient authority. An applicant should possess appropriate ability, skills, knowledge, and experience to properly manage and supervise the corporation’s regulated activity or activities. Accordingly, the applicant has to fulfil certain requirements on academic and industry qualifications, relevant industry experience, management experience, and local regulatory framework paper as stipulated by the HKSFC.
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Managers-in-Charge of Core Functions (“MICs”)
Senior management is defined by the HKSFC to include directors, responsible officers and managers-in-charge of core functions of a licensed corporation. Pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management (the “Circular”) published by the HKSFC on December 16, 2016, with effect from April 18, 2017, a licensed corporation is required to designate certain individuals as managers-in-charge and provide to the HKSFC information about its MICs and their reporting lines. MICs are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of the following eight core functions of the licensed corporation(“Core Function(s)”):
| ● | overall management oversight; |
| ● | key business lines; |
| ● | operational control and review; |
| ● | risk management; |
| ● | finance and accounting; |
| ● | information technology; |
| ● | compliance; and |
| ● | anti-money laundering and counter-terrorist financing. |
Pursuant to the Circular, each licensed corporation should have at least one fit and proper person who is qualified to act in the capacity so employed or appointed as the MIC for each of its Core Functions. In a licensed corporation, one individual can be appointed as the MIC for more than one Core Function, or several individuals can be appointed as the MIC for one particular Core Function.
To determine whether an individual is a MIC of a particular Core Function, a licensed corporation should take into account the following:
| (1) | whether he or she has apparent or actual authority in relation to the particular Core Function |
An individual is a MIC if he/she:
| (a) | occupies a position within the corporation which is of sufficient authority to enable the individual to exert a significant influence on the conduct of that Core Function; |
| (b) | has authority to make decisions (e.g., assume business risks within pre-set parameters or limits) for that Core Function; |
| (c) | has authority to allocate resources or incur expenditures in connection with the particular department, division or functional unit carrying on that Core Function; and |
| (d) | has authority to represent the particular department, division or functional unit carrying on that Core Function, e.g., in senior management meetings or in meetings with outside parties. |
| (2) | his/her seniority within the licensed corporation |
The HKSFC generally expects that a MIC to:
| (a) | report directly to the board of the licensed corporation, or to the manager-in charge who assumes the overall management oversight function of the licensed corporation; and |
| (b) | be accountable for the performance or achievement of business objectives set by the board of the licensed corporation, or by the manager-in-charge who assumes the overall management oversight function. |
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MIC shall be responsible for, among other things, the following:
| ● | ensuring the maintenance of appropriate standards of conduct and adherence to proper procedures by the licensed corporation; |
| ● | properly managing the risks associated with the business of the licensed corporation, including performing periodic evaluation of its risk management processes; |
| ● | understanding the nature of the business of the licensed corporation, its internal control procedures and its policies on the assumption of risk; |
| ● | understanding the extent of their own authority and responsibilities; |
| ● | managing the anti-money laundering and counter-terrorist financing function; |
| ● | the adequacy and effectiveness of the licensed corporation’s internal control systems, including information management compliance, audit or related reviews, operational controls and risk management; and |
| ● | examining the appropriateness of internal control systems and making any necessary amendments or changes so that they are appropriate for the operations of the licensed corporation’s regulated business activities in Hong Kong. |
The management structure of a licensed corporation (including its appointment of MICs) should be approved by the board of the licensed corporation. The board should ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core function(s) for which he or she is principally responsible.
Licensed Representative
An individual is required to be a licensed representative if he/she performs a regulated function for his/her principal which is a licensed corporation in relation to a regulated activity carried on as a business, or he/she holds out as performing such function.
A person who intends to apply to be a licensed representative must fulfill the competence requirements as prescribed by the HKSFC. An applicant needs to establish that he/she has the requisite basic understanding of the market in which he/she is to work as well as the laws and regulatory requirements applicable to the industry. In assessing his/her competence to be licensed as a representative, the HKSFC will have regard to academic and industry qualification as well as regulatory knowledge. Detailed guidelines are contained in the Guidelines on Competence published by the HKSFC.
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Fit and Proper Requirement
Persons who apply for licenses under the SFO must satisfy and continue to satisfy after the grant of such licenses by the HKSFC that they are fit and proper persons to be so licensed. The Fit and Proper Guidelines issued by the HKSFC under section 399 of the SFO summaries certain matters that the HKSFC will generally consider when determining whether the applicant is a fit and proper person to be licensed under the SFO.
The Fit and Proper Guidelines apply to a number of persons including the following:
| (a) | an individual who applies for license or is licensed under Part V of the SFO; |
| (b) | a licensed representative who applies for approval or is approved as a responsible officer under Part V of the SFO; |
| (c) | a corporation which applies for license or is licensed under Part V of the SFO; |
| (d) | an authorized financial institution which applies for registration or is registered under Part V of the SFO; |
| (e) | an individual whose name is to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong); |
| (f) | an individual who applies to be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). |
Under the Fit and Proper Guidelines, the HKSFC will consider the following matters of the applicant in addition to any other issues as it may consider to be relevant:
| (a) | financial status or solvency; |
| (b) | educational or other qualifications or experience having regard to the nature of the functions to be performed; |
| (c) | ability to carry on the regulated activity concerned competently, honestly, and fairly; and |
| (d) | reputation, character, reliability, and financial integrity of the applicant and other relevant persons as appropriate. |
The HKSFC will consider the above matters in respect of the person (if an individual), the corporation and any of its officers (if a corporation) or the institution, its directors, chief executive, managers and executive officers (if an authorized financial institution).
In addition to the above, the HKSFC may also take into account of the following matters:
| (a) | decisions made by such relevant authorities as stated in section 129(2)(a) of the SFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person; |
| (b) | in the case of a corporation, any information relating to: |
| (i) | any other corporation within the group of companies; or |
| (ii) | any substantial shareholder or officer of the corporation or of any of its group companies; |
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| (c) | in the case of a corporation licensed under section 116 or 117 of the SFO or registered under section of the SFO or an application for such license or registration: |
| (i) | any information relating to any other person who will be acting for or on its behalf in relation to the regulated activity; and |
| (ii) | whether the person has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions; |
| (d) | in the case of a corporation licensed under section 116 or section 117 of the SFO or an application for the license, any information relating to any person who is or to be employed by, or associated with, the person for the purposes of the regulated activity; and |
| (e) | the state of affairs of any other business which the person carries on or proposes to carry on. |
The HKSFC is obliged to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to be licensed. The onus is on the applicant to make out a case that the applicant is fit and proper to be licensed for the regulated activity.
Continuing Obligations of Licensed Corporations
Licensed corporations, licensed representatives, and responsible officers must remain fit and proper as defined under the SFO at all times. They are required to comply with all applicable provisions of the SFO and its subsidiary rules and regulations as well as the codes and guidelines issued by the HKSFC.
Outlined below are some of the key continuing obligations of our licensed corporations under the SFO:
| (a) | maintenance of minimum paid-up share capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) (the “FRR”); |
| (b) | maintenance of segregated account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong) (the “Client Securities Rules”); |
| (c) | maintenance of segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong); |
| (d) | issuance of contract notes, statements of account and receipts in accordance with the requirements under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong); |
| (e) | maintenance of proper records in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); |
| (f) | submission of audited accounts and other required documents in accordance with the requirements under the Securities and Futures (Accounts and Audit) Rules (Chapter 571P of the Laws of Hong Kong); |
| (g) | maintenance of insurance against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong); |
| (h) | payment of annual fees and submission of annual returns to the HKSFC within one month after each anniversary date of the license; |
| (i) | notification to the HKSFC of certain changes and events in accordance with the requirements under the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong); |
| (j) | notification to the HKSFC of any changes in the appointment of MICs or any changes in certain particulars of MICs pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management dated December 16, 2016 issued by the HKSFC; |
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| (k) | compliance with the continuous professional training and related record keeping requirements under the Guidelines on Continuous Professional Training issued by the HKSFC; |
| (l) | implementation of appropriate policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter Financing of Terrorism (For Licensed Corporations) (the “Anti-Money Laundering Guideline”) issued by the HKSFC; |
| (m) | compliance with the business conduct requirements under the Code of Conduct, the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC and other applicable codes, circulars and guidelines issued by the HKSFC; |
| (n) | compliance with employee dealings requirements under the Code of Conduct, which requires licensed corporations to implement procedures and policies on employee trading, to actively monitor the trading activities in their employees’ accounts and their related accounts; and |
| (o) | compliance with the Guidelines on Disclosure of Fees and Charges Relating to Securities Services and other applicable codes, circulars and guidelines issued by the HKSFC from time to time. |
Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong)
Minimum Capital Requirements and the FRR
Licensed corporations are required under section 145 of the SFO to maintain at all times a minimum level of paid-up share capital and liquid capital. Depending on the types of regulated activity that the licensed corporation is applying for, a licensed corporation has to maintain at all times paid-up share capital and liquid capital not less than the specified amounts according to the FRR.
Minimum Paid-up Share Capital
The following table sets out a summary of the key requirements on minimum paid-up share capital under the FRR which are applicable to IWSL and IWAML:
| Company | Type of Regulated Activities | Minimum Amount of Paid-up Share | ||||
| IWSL | Type 1 | HK$ | 10,000,000 | |||
| IWAML | Type 4 and Type 9 | Not applicable | ||||
Minimum amount of required liquid capital
The FRR also requires a licensed corporation to maintain minimum liquid capital. The minimum liquid capital requirements under the FRR that are applicable IWSL and IWAML are the higher of the amount of (a) and (b) below:
| (a) | the amount of: |
| Company | Type of Regulated Activities | Minimum Amount of Required Liquid Capital | ||||
| IWSL | Type 1 | HK$ | 3,000,000 | |||
| IWAML | Type 4 and Type 9 | HK$ | 100,000 | |||
| (b) | in the case of a corporation licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital which means 5% of the aggregate of (i) its adjusted liabilities, (ii) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (iii) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements. |
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Exchange and Clearing Participantship
As of the date of this annual report, IWSL is a participant of the following exchanges or clearing houses:
| Exchange/Clearing House | Type of Participantship | |
| SEHK | Type 1 Participants (Participant ID: 02092) | |
| HKSCC | Direct Clearing Participant Type 1 Participants (Participant ID: B02092) |
Trading Rights
In addition to the licensing requirements under the SFO, the rules promulgated by the SEHK require any person who wishes to trade on or through their respective facilities to hold a trading right (the “Trading Right”). The Trading Right confers on its holder the eligibility to trade on or through the relevant exchange. However, the holding of a Trading Right does not, of itself, permit the holder to actually trade on or through the relevant exchange. In order to do this, it is also necessary for the person to be registered as a participant of the relevant exchange in accordance with its rules.
SEHK Trading Rights is issued by the SEHK at a fee and in accordance with the procedures set out in its rules. Alternatively, SEHK Trading Rights can be acquired from existing Trading Right holders subject to the rules of the SEHK.
As of the date of this annual report, we hold a SEHK Trading Right.
Exchange Participantship
The table below sets out a summary of the requirements for becoming an exchange participant of the SEHK:
| SEHK Participant | ||
| Legal Status: | Being a company limited by shares incorporated in Hong Kong | |
| HKSFC Registration: | Being a licensed corporation qualified to carry out Type 1 regulated activity under the SFO | |
| Trading Right: | Holding a SEHK Trading Right | |
| Financial Standing: | Having good financial standing and integrity | |
| Financial Resources Requirement: | Complying with the minimum capital requirement, liquid capital requirement and other financial resources requirements as specified by the FRR |
Clearing Participantship
An entity must be a SEHK participant before it can become a HKSCC participant.
As of the date of this annual report, we are a SEHK participant (Participant ID: 02092).
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HKSCC
HKSCC has, among others, two categories of participantship: (i) the Direct Clearing Participant; and (ii) the General Clearing Participant. The requirements of Direct Clearing Participantship are as follows:
| (1) | to be an Exchange Participant of the SEHK; |
| (2) | to undertake to (i) sign a participant agreement with HKSCC; (ii) pay to HKSCC an admission fee of HK$50,000 in respect of each SEHK Trading Right held by it; and (iii) pay to HKSCC its contribution to the Guarantee Fund of HKSCC as determined by HKSCC from time to time subject to a minimum cash contribution of the higher of HK$50,000 or HK$50,000 in respect of each SEHK Trading Right held by it; |
| (3) | to open and maintain a single current account with one of the Central Clearing and Settlement System, or CCASS, designated banks and execute authorizations to enable the designated bank to accept electronic instructions from HKSCC to credit or debit the account for CCASS money settlement, including making payment to HKSCC; |
| (4) | to provide a form of insurance to HKSCC as security for liabilities arising from defective securities deposited by it into CCASS, if so required by HKSCC; and |
| (5) | to have a minimum liquid capital of HK$3,000,000. |
As of the date of this annual report, we are a HKSCC participant (Participant ID: B02092).
Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong)
The repledging limit stipulated under section 8A of the Client Securities Rules applies to an intermediary which is licensed for dealing in securities and/or securities margin financing and where the intermediary or an associated entity of such intermediary repledges securities collateral of the intermediary. On each business day, the intermediary shall ascertain the aggregate market value of the repledged securities collateral, which shall be calculated by reference to the respective closing prices of the collateral on that business day.
Pursuant to section 8A of the Client Securities Rules, if the aggregate market value of the repledged securities collateral as calculated above exceeds 140% of the intermediary’s aggregate margin loans on the same business day (the “Relevant Day”), the intermediary shall by the close of business on the next business day following the Relevant Day (the “Specified Time”) withdraw, or causes to be withdrawn, from deposit an amount of repledged securities collateral such that the aggregate market value of the repledged securities collateral at the Specified Time, which is calculated by reference to the respective closing prices on the Relevant Day, does not exceed 140% of the intermediary’s aggregate margin loans as of the close of business on the Relevant Day.
Offence to issue advertisements, invitations or documents relating to investments
Our Group is engaged in, among others, the placing and underwriting services that may involve the marketing of securities. Under section 103(1) of the SFO, the issue of an advertisement, invitation or document which contains an invitation to the public:
| (a) | to enter into or offer to enter into (i) an agreement to acquire, dispose of, subscribe for or underwrite securities; or (ii) a regulated investment agreement or an agreement to acquire, dispose of, subscribe for or underwrite any other structured product; or |
| (b) | to acquire an interest in or participate in, or offer to acquire an interest in or participate in, a collective investment scheme, has to be authorized by the HKSFC under section 105(1) of the SFO, unless specific exemptions apply. |
The specific exemptions include, among others, under section 103(3)(k) of the SFO, if the issue of the advertisement, invitation or document made in respect of securities or structured products, or interests in any collective investment scheme, that are or are intended to be disposed of only to “professional investors” (as defined in Part 1 of Schedule 1 to the SFO).
If a person commits an offence contrary to section 103(1) of the SFO in that he/she issues an advertisement, invitation or document relating to investments without the authorization of the HKSFC and no specific exemptions under the SFO applies, he is liable:
| (a) | on conviction on indictment to a fine of HK$500,000 and to imprisonment for 3 years and, in the case of a continuing offence, to a further fine of HK$20,000 for every day during which the offence continues; or |
| (b) | on summary conviction to a fine of HK$100,000 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine of HK$10,000 for every day during which the offence continues. |
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Obligation for Substantial Shareholders
Under section 132 of the SFO, a person (including a corporation) has to apply for HKSFC’s approval prior to becoming or continuing to be, as the case may be, a substantial shareholder of a corporation licensed under section 116 of the SFO.
A person who has become aware that he has become a substantial shareholder of a licensed corporation without HKSFC’s prior approval should, as soon as reasonably practicable and in any event within three business days after he becomes so aware, apply to the HKSFC for approval to continue to be a substantial shareholder of the licensed corporation.
Employee Dealings
As stated in the Code of Conduct, a registered person should have a policy which has been communicated to employees (including directors other than non-executive directors) in writing on whether employees are permitted to deal for their own accounts in securities. In the event that employees of a registered person are permitted to deal for their own accounts in securities:
| (a) | the written policy should specify the conditions on which employees may deal for their own accounts; |
| (b) | employees should be required to identify all related accounts (including accounts of their minor children and accounts in which the employees hold beneficial interests) and report them to senior management; |
| (c) | employees should generally be required to deal through the registered person or its affiliates; |
| (d) | if the registered person provides services in securities or futures contracts listed or traded on one of the Hong Kong exchanges or in derivatives, including over-the counter derivatives written over such securities, and its employees are permitted to deal through another dealer, in those securities, the registered person and employee should arrange for duplicate trade confirmations and statements of account to be provided to senior management of the registered person; |
| (e) | any transactions for employees’ accounts and related accounts should be separately recorded and clearly identified in the records of the registered person; and |
| (f) | transactions of employees’ accounts and related accounts should be reported to and actively monitored by senior management of the registered person who should not have any beneficial or other interest in the transactions and who should maintain procedures to detect irregularities and ensure that the handling by the registered person of these transactions or orders is not prejudicial to the interests of the registered person’s other clients. |
A registered person should not knowingly deal in securities or futures contracts for another registered person’s employee unless it has received written consent from that registered person.
Supervision by the HKSFC
The HKSFC supervises licensed corporations and intermediaries operating in the market. The HKSFC conducts on-site inspections and off-site monitoring to ascertain and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements, as well as to assess and monitor the financial soundness of intermediaries.
Disciplinary power of the HKSFC
Under Part IX of the SFO, subject to the due process for exercising disciplinary powers laid down in section 198 of the SFO, the HKSFC may exercise any of the following disciplinary actions against a regulated person (including a licensed person or a registered institution) if that person is found to be guilty of misconduct or not fit and proper to be or remain the same type of regulated person (sections 194 and 196 of the SFO):
| (1) | revocation or suspension of all or part of a license or registration in relation to any of the regulated activities for which a regulated person is licensed or registered; |
| (2) | revocation or suspension of the approval granted to a Responsible Officer; |
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| (3) | public or private reprimand on a regulated person; |
| (4) | prohibition of a regulated person from applying to be licensed or registered or to be approved as a Responsible Officer; |
| (5) | prohibition of a regulated person from, among others, applying to be licensed, registered or approved as a Responsible Officer in relation to such regulated activity(ies), for such period as the HKSFC may specify; and |
| (6) | pecuniary penalty of the greater of an amount not exceeding HK$10 million or three times the profit gained or loss avoided as a result of the conduct in question. |
Anti-Money Laundering and Counter-Terrorist Financing
Licensed corporations are required to comply with the applicable anti-money laundering and counter-terrorist financing laws and regulations in Hong Kong as well as the Anti-Money Laundering Guideline.
The Anti-Money Laundering Guideline provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong. Under the Anti-Money Laundering Guideline, licensed corporations should, among other things:
| ● | assess the risks of any new products and services before they are introduced and ensure that appropriate additional measures and controls are implemented to mitigate and manage the risks associated with money laundering and terrorist financing; |
| ● | consider the delivery and distribution channels (which may include sales through online, postal or telephone channels where a non-face-to-face account opening approach is used and business sold through intermediaries) and the extent to which they are vulnerable to abuse for money laundering and terrorist financing; |
| ● | identify the client and verify the client’s identity by reference to any documents, information or data from reliable and independent sources, and take steps from time to time to ensure that the client information obtained is up-to-date and relevant; |
| ● | conduct on-going monitoring of activities of the clients to ensure that they are consistent with the nature of business, the risk profile and source of funds, as well as identify transactions that are complex, large or unusual, or patterns of transactions that have no apparent economic or lawful purpose and which may indicate money laundering and terrorist financing; |
| ● | maintain a database of names and particulars of terrorist suspects and designated parties which consolidates the information from various lists that have been made known to them, as well as conduct comprehensive on-going screening of the client database; and |
| ● | conduct on-going monitoring for identification of suspicious transactions and ensure compliance with their legal obligations of reporting funds or property known or suspected to be proceeds of crime or terrorist property to the Joint Financial Intelligence Unit, a unit jointly run by the Hong Kong Police Force and the Hong Kong Customs & Excise Department to monitor and investigate suspicious financial or money laundering activities. |
We set out below a brief summary of the principal legislation in Hong Kong that is concerned with anti-money laundering and counter-terrorist financing.
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (“AMLO”)
Among other things, the AMLO imposes on certain institutions (which include licensed corporations as defined under the SFO) certain requirements relating to customer due diligence and record-keeping. The AMLO empowers the relevant regulatory authorities to supervise compliance with the requirements under the AMLO. In addition, a financial institution must take all reasonable measures to (1) ensure that proper safeguards exist to prevent contravention of specific provisions in the AMLO, and (2) mitigate money laundering and terrorist financing risks.
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Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong) (“DTROP”)
Among other things, the DTROP contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities by the competent authorities. It is an offense under the DTROP for a person to deal with any property knowing or having reasonable grounds to believe it to represent the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (in whole or in part directly or indirectly) represents the proceeds of drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offense under the DTROP.
Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong) (“OSCO”)
Among other things, the OSCO empowers officers of the Hong Kong Police Force and the Hong Kong Customs & Excise Department to investigate organized crime and triad activities, and confers jurisdiction on the Hong Kong courts to confiscate the proceeds of organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offenses under the OSCO. The OSCO extends the money laundering offense to cover the proceeds from all indictable offenses in addition to drug trafficking.
United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong) (“UNATMO”)
Among other things, the UNATMO stipulates that it is a criminal offense to: (1) provide or collect property (by any means, directly or indirectly) with the intention or knowledge that the property will be used to commit, in whole or in part, one or more terrorist acts; or (2) make any property or financial (or related) services available, by any means, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate, or collect property or solicit financial (or related) services, by any means, directly or indirectly, for the benefit of a person knowing that, or being reckless as to whether, the person is a terrorist or terrorist associate. The UNATMO also requires a person to disclose his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offense under the UNATMO.
Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Chapter 526 of the Laws of Hong Kong) (“WMDO”)
The WMDO provides that it is a criminal offence for a person to provide services to another person where the first-mentioned person believes or suspects, on reasonable grounds, that the services will or may assist the development, production, acquisition or stockpiling of weapons of mass destruction. The provision of services for the purposes of the WMDO covers a wide range of activities. The WMDO also provides for the criminal liability of the director, manager, secretary or other similar officer of a body corporate for offences committed by the body corporate with the consent and connivance of such officials.
Further, the Anti-Money Laundering Guideline sets out the anti-money laundering and counter financing of terrorism statutory and regulatory requirements, and the anti-money laundering and counter financing of terrorism standards which licensed corporations should meet in order to comply with the statutory requirements. It also provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong.
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Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”)
The 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. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:
| ● | Principle 1 — purpose and manner of collection of personal data; |
| ● | Principle 2 — accuracy and duration of retention of personal data; |
| ● | Principle 3 — use of personal data; |
| ● | Principle 4 — security of personal data; |
| ● | Principle 5 — information to be generally available; and |
| ● | Principle 6 — access to personal data. |
Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.
The PDPO also gives data subjects certain rights, inter alia:
| ● | the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; |
| ● | if the data user holds such data, to be supplied with a copy of such data; and |
| ● | the right to request correction of any data they consider to be inaccurate. |
The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. 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.
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Mandatory Provident Fund Scheme Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”)
The MPFSO, including its subsidiary legislation, is the principal legislation to provide the framework for the establishment of a system of privately managed, employment-related mandatory provident fund (“MPF”) schemes to accrue MPF benefits for members of the workforce of Hong Kong when they retire.
As of the date of this annual report, we are in compliance with the MPFSO.
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable for annual reports on Form 20-F.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable for annual reports on Form 20-F.
3.D. Risk Factors
You should carefully consider the following risk factors, together with all of the other information included in this annual report. Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this annual report before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment.
Risks Related to Doing Business in Hong Kong and Mainland China
| ● | All of our operations are in Hong Kong. However, due to the long arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Although we currently operate exclusively in Hong Kong, there is no guarantee that PRC authorities will not expand their regulatory reach in ways that could subject us to additional compliance burdens or restrictions in the future. Our Operating Subsidiaries in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system may not accurately reflect future developments (see page 28 of this annual report). |
| ● | The PRC government may intervene or influence the Mainland China, as well as Hong Kong, operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’ operations in Hong Kong (see page 30 of this annual report). |
| ● | Our subsidiaries’ business, our financial condition and results of operations, and/or the value of our Class A Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to our subsidiaries (see page 30 of this annual report). |
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| ● | If we and/or our subsidiaries were to be required to comply with cybersecurity, data privacy, data protection, or any other PRC laws and regulations related to data and we and/or our subsidiaries cannot comply with such PRC laws and regulations, our subsidiaries’ business, financial condition, and results of operations may be materially and adversely affected (see page 31 of this annual report). |
| ● | If we and/or our subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with future follow-on offerings under PRC laws, we and/or our subsidiaries may be fined or subject to other sanctions, and our subsidiaries’ business and our reputation, financial condition, and results of operations may be materially and adversely affected. (see page 32 of this annual report). |
| ● | If the Chinese government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless (see page 34 of this annual report). |
| ● | The enforcement of laws and rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering (see page 35 of this annual report). |
| ● | There are political risks associated with conducting business in Hong Kong (see page 35 of this annual report). |
| ● | The enactment of the Hong Kong National Security Law could impact our Hong Kong subsidiaries (see page 36 of this annual report). |
| ● | Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares (see page 36 of this annual report). |
| ● | The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict future takeovers and other transactions (see page 37 of this annual report). |
Risks Related to our Class A Ordinary Shares
| ● | The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable to conduct such inspections for two consecutive years, the SEC will prohibit the trading of our shares. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections (see page 37 of this annual report). |
| ● | The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to you. Such volatility, including any stock run-ups, 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 Class A Ordinary Shares (see page 39 of this annual report). |
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| ● | If securities or industry analysts fail to publish research about our business, publish inaccurate or unfavorable reports or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline (see page 41 of this annual report). |
| ● | Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment (see page 41 of this annual report). |
| ● | The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect their market price (see page 41 of this annual report). |
| ● | 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 (see page 42 of this annual report). |
| ● | If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer (see page 42 of this annual report). |
| ● | The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions. Therefore, certain judgments obtained against us by our shareholders may be difficult to enforce in such jurisdictions (see page 42 of this annual report). |
| ● | You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law (see page 43 of this annual report). |
| ● | As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards (see page 44 of this annual report). |
| ● | There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences (see page 44 of this annual report). |
| ● | We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies (see page 45 of this annual report). |
| ● | As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Class A Ordinary Shares less attractive to investors (see page 45 of this annual report). |
| ● | We incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” (see page 46 of this annual report). |
| ● | If we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them (see page 46 of this annual report). |
| ● | If Nasdaq imposes additional listing requirements on foreign private issuers, we may face increased compliance burdens or risks to our continued listing (see page 47 of this annual report). |
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Risks Related to the Industry in Which We Operate
| ● | Our business operations are concentrated in Hong Kong. Unfavorable financial market and economic conditions and material deterioration of the political and regulatory environment in Hong Kong, the PRC, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations (see page 47 of this annual report). |
| ● | We and our Operating Subsidiaries are subject to extensive and evolving regulatory requirements, the non-compliance with which may result in penalties, limitations, and prohibitions on our future business activities or suspension or revocation of our licenses, and consequently may materially and adversely affect our business, financial condition, and results of operations. In addition, we may, from time to time, be subject to regulatory inquiries and investigations by relevant regulatory authorities or government agencies in Hong Kong or other applicable jurisdictions (see page 49 of this annual report). |
| ● | We and our Operating Subsidiaries may not be able to compete successfully in the highly competitive financial service industry in Hong Kong (see page 50 of this annual report). |
Risks Related to our Business and Operation
| ● | We, through our Operating Subsidiaries, have a relatively short operating history compared to some of our established competitors and face significant risks and challenges in a rapidly evolving market, which makes it difficult to effectively assess our future prospects (see page 50 of this annual report). |
| ● | We are subject to market and financial risks arising from our underwriting business if the securities underwritten by us are undersubscribed (see page 52 of this annual report). |
| ● | We rely on a limited number of key customers for our business (see page 52 of this annual report). |
| ● | The commission income from our Operating Subsidiaries’ securities dealing and brokerage service may be volatile, and fluctuate significantly from quarter to quarter, which may result in volatility of the price of our Class A Ordinary Shares (see page 53 of this annual report). |
| ● | We may be subject to substantial risks if the client(s) using our securities dealing and brokerage services default on payments (see page 53 of this annual report). |
| ● | We may have to bear losses resulting from trading errors (see page 53 of this annual report). |
| ● | Other brokerage firms may have a competitive edge over us by offering zero or lower rate of brokerage commission (see page 53 of this annual report). |
| ● | Fraud or misconduct by our directors, officers, employees, agents, AEs, clients, or other third parties could harm our reputation and business and may be difficult to detect and deter (see page 54 of this annual report). |
| ● | We may be subject to litigation, arbitration or other legal proceeding risk (see page 54 of this annual report). |
| ● | Should we experience any event of professional liabilities, such as claims or lawsuits, our financial position and reputation will be adversely affected (see page 54 of this annual report). |
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| ● | If our insurance coverage is insufficient, we may be subject to significant costs and business disruption (see page 54 of this annual report). |
| ● | Any failure to protect our intellectual property could harm our business and competitive position (see page 55 of this annual report). |
| ● | We may be affected by the currency peg system in Hong Kong (see page 55 of this annual report). |
| ● | Increases in labor costs may adversely affect our business and results of operations (see page 56 of this annual report). |
| ● | We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including pandemics, natural disasters, power loss, telecommunications, break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any disruption of our facilities could adversely affect our business and operating results (see page 56 of this annual report). |
| ● | Our business is subject to various cyber-security risks and other operational risks, such as the failure or malfunction of our trading system and/or information technology infrastructure and the failure to maintaining relationships with our vendors, which may cause disruptions to our business operation and tarnish our reputation (see page 57 of this annual report). |
| ● | Failure to comply with data privacy, data protection, or any other laws and regulations related to data privacy and security, or the failure to protect client data or prevent breaches of our information systems, could expose us to liability or reputational damage and materially and adversely affect our business, financial condition, and results of operations (see page 58 of this annual report). |
| ● | Development of our robotics business has required, and may continue to require, significant capital and other expenditures, which we may not recoup (see page 59 of this annual report). |
| ● | We may fail to successfully integrate our acquisitions of MFBVI and MFHK, and may fail to realize the anticipated benefits of such acquisitions. (see page 59 of this annual report). |
Risks Related to Doing Business in Hong Kong
All of our operations are in Hong Kong. However, due to the long arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Although we currently operate exclusively in Hong Kong, there is no guarantee that PRC authorities will not expand their regulatory reach in ways that could subject us to additional compliance burdens or restrictions in the future. Our Operating Subsidiaries in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system may not accurately reflect future developments.
All of our Operating Subsidiaries are located and operate their business in Hong Kong, a special administrative region of the PRC. Whilst we have a subsidiary in Mainland China, we do not operate or conduct any operations through such subsidiary in Mainland China and we are not regulated by any regulator in Mainland China. As a result, the laws and regulations of Mainland China do not currently have any material impact on our business, financial condition and results of operation. Furthermore, except for the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws (as defined below) that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.
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However, due to long arm provisions under current Mainland China laws and regulations, there remains regulatory and legal uncertainty with respect to the potential applicability and implementation of laws and regulations of Mainland China to Hong Kong. As a result, we cannot guarantee that the PRC government may not choose to implement the laws of the Mainland China to Hong Kong and exercise significant direct influence and discretion over the operation of our Operating Subsidiaries in the future and, it will not have a material adverse impact on our business, financial condition and results of operations, due to changes in laws, political environment or other unforeseeable reasons.
In the event that we or our Hong Kong Operating Subsidiaries become subject to the laws and regulations of Mainland China, such laws may also apply to our operations in Hong Kong. As a result, we would face the risks and uncertainties of the Mainland China legal system, including its complex and evolving regulatory environment. Additionally, it remains uncertain whether and how recent PRC government statements and regulatory developments—such as those related to data and cyberspace security and anti-monopoly concerns—would apply to companies like our Operating Subsidiaries and us. Given the substantial operations of our Operating Subsidiaries in Hong Kong, the PRC government may exercise significant oversight over the conduct of business in the region.
The laws and regulations in Mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties that may quickly change with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiaries’ operations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of Mainland China laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
The laws, regulations, and other government directives in Mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| ● | delay or impede our development; |
| ● | result in negative publicity or increase our operating costs; |
| ● | require significant management time and attention; |
| ● | cause devaluation of our securities or delisting; and |
| ● | subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business operations. |
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The PRC government may intervene or influence the Mainland China, as well as Hong Kong, operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’ operations in Hong Kong.
As a company mainly conducting business in Hong Kong, a special administrative region of China, our subsidiaries serve clients that include Mainland China residents. As a result, our subsidiaries’ business and our prospects, financial condition, and results of operations may be influenced to a significant degree by political, economic, and social conditions in China generally. The PRC government may intervene or influence the operations in Mainland China of an offshore holding company at any time, as the government deems appropriate to advance regulatory and social objectives and policy positions. For instance, the PRC government has recently published new policies that significantly affected certain industries. If this extended to our subsidiaries’ operations in Hong Kong, could result in a material adverse change to our subsidiaries’ operations. The PRC government has recently indicated an intent to exert more oversight and control over listings conducted overseas and/or foreign investment in issuers based in Mainland China. For instance, on July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities, which emphasized the need to strengthen the supervision over overseas listings by companies in Mainland China. We cannot assure you that the oversight will not be extended to companies operating in Hong Kong like us and any such action may significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’ Hong Kong operations, and damage our reputation.
Our subsidiaries’ business, our financial condition and results of operations, and/or the value of our Class A Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to our subsidiaries.
We have no operations in Mainland China. However, because our Operating Subsidiaries are located and operate in Hong Kong, a special administrative region of the PRC, there is no guarantee that if certain existing or future PRC laws become applicable to our subsidiaries, that such laws will not have a material adverse impact on our subsidiaries’ business, financial condition and results of operations and/or our ability to offer or continue to offer securities to investors.
Except for the Basic Law, national laws of Mainland China (“National Laws”) do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National Laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. PRC laws and regulations relating to data protection, cyber security and the anti-monopoly have not been listed in Annex III and thus they may not apply directly to Hong Kong.
The PRC laws and regulations are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to our subsidiaries, we may be subject to the risks and uncertainties associated with the legal system in mainland China, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.
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We may also become subject to the PRC laws and regulations to the extent our subsidiaries commence business and customer facing operations in mainland China as a result of any future acquisition, expansion or organic growth. There is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded. It remains uncertain how regulatory requirements related to overseas securities offerings and other capital markets activities will be enacted, interpreted, or implemented. It is also uncertain whether the PRC government will introduce additional requirements or expand existing ones to apply to our Operating Subsidiaries in Hong Kong, particularly given the possibility that PRC laws, regulations, or policies could change rapidly in the future. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to exert control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
If we and/or our subsidiaries were to be required to comply with cybersecurity, data privacy, data protection, or any other PRC laws and regulations related to data and we and/or our subsidiaries cannot comply with such PRC laws and regulations, our subsidiaries’ business, financial condition, and results of operations may be materially and adversely affected.
We may be subject to a variety of cybersecurity, data privacy, data protection, and other PRC laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization. These laws and regulations may restrict our subsidiaries’ business activities and require us and/or our subsidiaries to incur increased costs and efforts to comply, and any breach or noncompliance may subject us and/or our subsidiaries to proceedings against such entity(ies), damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our subsidiaries’ business and our financial condition and results of operations.
As the laws and regulations related to cybersecurity, data privacy, and data protection in Mainland China, where our subsidiaries do not have operations, are relatively new and evolving, and their interpretation and application may be uncertain, it is still unclear whether we and/or our subsidiaries may become subject to such new laws and regulations.
The PRC Data Security Law, or the Data Security Law, which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, it applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China which jeopardize the national interest or the public interest of China or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this Annual Report, even though we have a subsidiary in Mainland China, we do not have any operation or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest of China or the rights and interest of any Chinese organization and citizens. Therefore, we do not believe that the Data Security Law is applicable to us.
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On August 20, 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. According to Article 3 of the Personal Information Protection Law, it is applied not only to personal information processing activities carried out in the territory of mainland China but also to personal information processing activities outside the Mainland China for the purpose of offering products or services to domestic natural persons in the territory of Mainland China. The offending entities could be ordered to correct, or to suspend or terminate the provision of services, and face confiscation of illegal income, fines or other penalties. At the present, our subsidiaries’ services are provided in Hong Kong, Cayman Islands, British Virgin Islands and the U.S. rather than in the Mainland China to clients worldwide, including but not limited to clients of Mainland China who visit our offices in these locations, we take the view that we and our subsidiaries are not subject to the Personal Information Protection Law.
On July 7, 2022, the Cyberspace Administration of China (the “CAC”) issued the Measures for Security Assessment of Outbound Data Transfer, or the “Measures,” which took effect on September 1, 2022. According to the Measures, in addition to the self-risk assessment requirement for provision of any data outside Mainland China, a data processor shall apply to the competent cyberspace department for data security assessment and clearance of outbound data transfer in any of the following events: (i) outbound transfer of important data by a data processor; (ii) outbound transfer of personal information by an operator of critical information infrastructure or a data processor which has processed more than one million users’ personal data; (iii) outbound transfer of personal information by a data processor which has made outbound transfers of more than one hundred thousand users’ personal information or more than ten thousand users’ sensitive personal information cumulatively since January 1 of the previous year; (iv) such other circumstances where ex-ante security assessment and evaluation of cross-border data transfer is required by the CAC. As of the date of this Annual Report, we and our subsidiaries have not collected, stored, or managed any personal information in Mainland China. therefore, we believe that the Measures is not applicable to us.
However, given the recency of the issuance of the above PRC laws and regulations related to cybersecurity and data privacy, we and our subsidiaries still face uncertainties regarding the interpretation and implementation of these laws and regulations and we could not rule out the possibility that any PRC governmental authorities may subject us and/or our subsidiaries to such laws and regulations in the future. If they are deemed to be applicable to us and/or our subsidiaries, we cannot assure you that we and our subsidiaries will be compliant with such new regulations in all respects, and we and/or our subsidiaries may be ordered to rectify and terminate any actions that are deemed illegal by the PRC governmental authorities and become subject to fines and other government sanctions, which may materially and adversely affect our subsidiaries’ business and our financial condition and results of operations.
If we and/or our subsidiaries were to be required to obtain any permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection with future follow-on offerings under PRC laws, we and/or our subsidiaries may be fined or subject to other sanctions, and our subsidiaries’ business and our reputation, financial condition, and results of operations may be materially and adversely affected.
The Cybersecurity Review Measures jointly promulgated by the CAC and other relevant PRC governmental authorities on December 28, 2021 required that, among others, “critical information infrastructure” or network platform operators holding over one million users’ personal information to apply for a cybersecurity review before any public offering on a foreign stock exchange. However, this regulation is recently issued and there remain substantial uncertainties about its interpretation and implementation.
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As of the date of this Annual Report, even though we do have a subsidiary in Mainland China, we and our subsidiaries do not have any business operation or maintain any office or personnel in Mainland China. We and our subsidiaries have not collected, stored, or managed any personal information in Mainland China. Based on the assessment conducted by the management, we believe that we and our subsidiaries are not currently required to proactively apply to a cybersecurity review for our IPO or follow-on offerings overseas, on the basis that (i) all but one of our subsidiaries are incorporated in Hong Kong, the British Virgin Islands, and other jurisdictions outside of Mainland China and operate in Hong Kong without any subsidiary or variable interest entities (“VIE”) structure in Mainland China, and we do not maintain any office or personnel in Mainland China; (ii) although one of our subsidiaries is incorporated in Mainland China, it does not conduct any operations; (iii) except for the Basic Law, the National Laws do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation, and National Laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong, and PRC laws and regulations relating to data protection and cyber security have not been listed in Annex III as the date of this Annual Report; (iv) our data processing activities are solely carried out by our overseas entities outside of Mainland China for the purpose of offering products or services in Hong Kong and other jurisdictions outside of Mainland China; (v) we and our subsidiaries do not control more than one millions users’ personal information as of the date of this Annual Report; (vi) as of the date of this Annual Report, we and our subsidiaries have not received any notice of identifying us as critical information infrastructure from any relevant PRC governmental authorities; and (vii) as of the date of this Annual Report, none of us or our subsidiaries have been informed by any PRC governmental authority of any requirement for a cybersecurity review. However, this position may change in the future if we commence operations in Mainland China through our subsidiary in Mainland China.
Additionally, we believe that we and our subsidiaries are compliant with the regulations and policies that have been issued by the CAC to date and there was no material change to these regulations and policies since our IPO. However, regulatory requirements on cybersecurity and data security in Mainland China are constantly evolving and can be subject to varying interpretations or significant changes, which may result in uncertainties about the scope of our responsibilities. Therefore, there can be no assurance that the relevant PRC governmental authorities, including the CAC, would reach the same conclusion as us. We will closely monitor and assess the implementation and enforcement of the Cybersecurity Review Measures. If the Cybersecurity Review Measures mandates clearance of cybersecurity and/or data security regulators and other specific actions to be completed by companies like us, we may face uncertainties as to whether we can meet such requirements timely, or at all.
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which took effect on March 31, 2023. The Trial Measures requires companies in Mainland China that seek to offer and list securities overseas, both directly and indirectly, to fulfill the filing procedures with the CSRC. According to the Trial Measures, the determination of the “indirect overseas offering and listing by companies in Mainland China” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by companies in Mainland China; and (ii) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. On the same day, the CSRC held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (i) on or prior to the effective date of the Trial Measures, companies in Mainland China that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges shall complete the filing before the completion of their overseas offering and listing; and (ii) companies in Mainland China which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges and are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or stock exchange, but have not completed the indirect overseas listing, shall complete the overseas offering and listing before September 30, 2023, and failure to complete the overseas listing within such six-month period will subject such companies to the filing requirements with the CSRC.
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Based on the assessment conducted by the management, we are not subject to the Trial Measures, because we are incorporated in the Cayman Islands and all but one of our subsidiaries are incorporated in Hong Kong, the British Virgin Islands and other regions outside of Mainland China and operate in Hong Kong without any subsidiary or VIE structure in Mainland China, and we do not have any business operations or maintain any office or personnel in mainland China. However, as the Trial Measures and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation and interpretation of the principle of “substance over form”. As of the date of this Annual Report, there have been no material changes to these regulations and policies since our IPO. However, if our offering, including the IPO and future follow-on offerings and listings, is later deemed as “indirect overseas offering and listing by companies in Mainland China” under the Trial Measures, we may need to complete the filing procedures for our offering, including the IPO and future follow-on offerings, and listing. If we are subject to the filing requirements, we cannot assure you that we will be able to complete such filings in a timely manner or even at all.
Since these statements and regulatory actions are new, there is significant uncertainty regarding how the above cybersecurity and overseas listing laws and regulations will be interpreted and enforced. There is no assurance that the relevant PRC governmental authorities would reach the same conclusion as us. If we and/or our subsidiaries are required to obtain approval or fillings from any governmental authorities, including the CAC and/or the CSRC, in connection with the listing or continued listing of our securities on a stock exchange outside of Hong Kong or Mainland China, it is uncertain how long it will take for us and/or our subsidiaries to obtain such approval or complete such filing, and, even if we and our subsidiaries obtain such approval or complete such filing, the approval or filing could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from or complete the necessary filing procedure with the PRC governmental authorities to conduct offerings or list outside of Hong Kong or Mainland China may subject us and/or our subsidiaries to sanctions imposed by the PRC governmental authorities, which could include fines and penalties, suspension of business, proceedings against us and/or our subsidiaries, and even fines on the controlling shareholder and other responsible persons, and our subsidiaries’ ability to conduct our business, our ability to invest into Mainland China as foreign investments or accept foreign investments, or our ability to list on a U.S. or other overseas exchange may be restricted, and our subsidiaries’ business, and our reputation, financial condition, and results of operations may be materially and adversely affected.
If the Chinese government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless.
Recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Measures, have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. It is uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. We could be subject to approval or review of Chinese regulatory authorities to pursue future offerings. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or CAC or filing with the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
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The enforcement of laws and rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering.
As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its domestic affairs, including, but not limited to, the judiciary and courts of last resort, immigration, and customs, public finance, currencies, and extradition. Hong Kong continues using the English common law system. However, if the PRC government attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Subsidiaries’ 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. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.
There are political risks associated with conducting business in Hong Kong.
All of our operations are in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiaries will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.
Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the political arrangement between PRC and Hong Kong and the economic, political and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.
Based on certain recent developments, the U.S. State Department has indicated that it no longer considers Hong Kong to have significant autonomy from China. These developments include the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”), which was issued by the Standing Committee of the PRC National People’s Congress in June 2020. In response, former President Donald Trump signed an executive order and Hong Kong Autonomy Act (the “HKAA”), to remove Hong Kong’s preferential trade status. The HKAA also authorizes 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. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.
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The enactment of the Hong Kong National Security Law could impact our Hong Kong subsidiaries.
On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. 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. President Donald Trump signed the Hong Kong Autonomy Act, or 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. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including former HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted.
On March 19, 2024, the Legislative Council of Hong Kong passed the Safeguarding National Security bill. The Safeguarding National Security Ordinance (effective on March 23, 2024) was enacted according to the Article 23 of the Basic Law of the Hong Kong Special Administrative Region which stipulates that Hong Kong shall enact laws on its own to prohibit any act of treason, secession, sedition, subversion against the central people’s government, or theft of state secrets. The Safeguarding National Security Ordinance mainly covers five types of offences: treason, insurrection, offences in connection with state secrets and espionage, sabotage endangering national security and related activities, and external interference and organizations engaging in activities endangering national security. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA and the Safeguarding National Security Ordinance on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA or the Safeguarding National Security Ordinance, by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.
Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.
We are a holding company incorporated in the Cayman Islands with operations in Hong Kong. Accordingly, most of our cash is maintained in Hong Kong dollars. We rely in part on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds necessary to service any debt we may incur.
There is currently no restriction or limitation under the laws of Hong Kong on the conversion of Hong Kong dollars into foreign currencies and the transfer of currencies out of Hong Kong and the foreign currency regulations of Mainland China do not currently have any material impact on the transfer of cash between us and our Hong Kong subsidiaries. However, there is a possibility that certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to our Hong Kong subsidiaries in the future and the PRC government may prevent our cash maintained in Hong Kong from leaving or restrict the deployment of the cash into our business or for the payment of dividends in the future. Any such controls or restrictions, if imposed in the future and to the extent cash is generated in our Hong Kong subsidiaries and to the extent assets (other than cash) in our business are located in Hong Kong or held by a Hong Kong entity and may need to be used to fund operations outside of Hong Kong, may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Furthermore, there can be no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization, which could result in an inability or prohibition on making transfers or distributions to entities outside of Hong Kong and adversely affect our business.
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Additionally, although we have a subsidiary incorporated in Mainland China, we currently do not conduct any operations through such subsidiary. However, we could also be subject to limitations on the transfer or the use of our cash if we expand our business operations into Mainland China through our PRC subsidiary or conduct our operations in some other ways such that we become subject to PRC laws that regulate these activities.
The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict future takeovers and other transactions.
Section 132 of Securities and Futures Ordinance (Cap. 157 of the laws of Hong Kong) (the “SFO”) requires prior approval from the HKSFC for any company or individual to become a substantial shareholder of a HKSFC-licensed corporation in Hong Kong. Under the SFO, a person will be a “substantial shareholder” of a licensed company if he, either alone or with associates, has an interest in, or is entitled to control the exercise of, the voting power of more than 10% of the total number of issued shares of the licensed corporation, or exercises control of 35% or more of the voting power of a company that controls more than 10% of the voting power of the licensed company. Further, all potential parties who will be the new substantial shareholder(s) of the HKSFC-licensed subsidiaries, which are I Win Securities and I Win Asset Management, are required to seek prior approval from the HKSFC. This regulatory requirement may discourage, delay or prevent a change in control of Garden Stage, which could deprive the holders of our Class A Ordinary Shares the opportunity to receive a premium for their Class A Ordinary Shares as part of a future sale and may reduce the price of our Class A Ordinary Shares upon the consummation of a future proposed business combination.
Risks Related to our Class A Ordinary Shares
The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable to conduct such inspections for two consecutive years, the SEC will prohibit the trading of our shares. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, 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 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”), requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. 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 securities exchange or in the over-the-counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law.
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On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCAA. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.
On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022.
On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in Mainland China and Hong Kong, as required under U.S. law.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in Mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.
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J&S Associate PLT (“J&S”), the independent registered public accounting firm that issues the audit report for the fiscal year ended March 31, 2026, 2025 and 2024 included in this annual report, is currently subject to PCAOB inspections and the PCAOB is thus able to inspect J&S Associate PLT. J&S is headquartered in Malaysia, and has recently been inspected by the PCAOB. Our auditor is not headquartered in Mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Therefore, we believe that, as of the date of this annual report, our auditor is not subject to the PCAOB determinations.
Our ability to retain an auditor subject to PCAOB inspection and investigation, including but not limited to inspection of the audit working papers related to us, may depend on the relevant positions of U.S. and Chinese regulators. With respect to audits of companies with operations in China, such as the Company, there are uncertainties about the ability of our auditor to fully cooperate with a request by the PCAOB for audit working papers in China without the approval of Chinese authorities. Whether the PCAOB will be able to conduct inspections of our auditor, including but not limited to inspection of the audit working papers related to us, in the future is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s, control. If our shares and shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to you. Such volatility, including any stock run-ups, 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 Class A Ordinary Shares.
The trading price of our Class A Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and Mainland China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares.
In addition to the above factors, the price and trading volume of our Class A Ordinary Shares may be highly volatile due to multiple factors, including the following:
| ● | regulatory developments affecting us or our industry; |
| ● | variations in our revenues, profit, and cash flow; |
| ● | the general market reactions and financial market fluctuation due to the continuous Russo-Ukraine and US-Iran conflicts; |
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| ● | changes in the economic performance or market valuations of other financial services firms; political, social and economic conditions of the PRC and Hong Kong; |
| ● | actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; |
| ● | fluctuations of exchange rates among Hong Kong dollar, Renminbi, and the U.S. dollar; |
| ● | changes in financial estimates by securities research analysts; |
| ● | detrimental negative publicity about us, our services, our officers, directors, beneficial owners, our business partners, or our industry; |
| ● | announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; |
| ● | additions to or departures of our senior management; |
| ● | litigation or regulatory proceedings involving us, our officers or directors; |
| ● | release or expiry of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares; and |
| ● | sales or perceived potential sales of additional Class A Ordinary Shares. |
Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.
Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial conditions or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.
In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
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In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial conditions and results of operations.
If securities or industry analysts fail to publish research about our business, publish inaccurate or unfavorable reports or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.
The trading market for our Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Class A Ordinary Shares or publishes inaccurate or unfavorable research about our business, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of the Company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Class A Ordinary Shares to decline.
Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.
Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may, by ordinary resolution, declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. See “Item 8. Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy” for more information.
The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect their market price.
Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The 323,881 Class A Ordinary Shares are freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements.
We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares.
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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.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act regulating trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a biannual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
We qualify as a foreign private issuer. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we will not be required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. We may cease to qualify as a foreign private issuer in the future, and consequently, we would be required to fully comply with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.
The enforcement of foreign civil liabilities in the Cayman Islands and Hong Kong is subject to certain conditions. Therefore, certain judgments obtained against us by our shareholders may be difficult to enforce in such jurisdictions.
We are a company formed under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, except for Mr. Kevin, GUAN, who is a United States national and resident, all of other directors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Hong Kong, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
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There is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.
Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment in personam obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a competent foreign court with jurisdiction to give the judgment, (b) imposes a specific positive obligation on the judgment debtor (such as an obligation to pay a liquidated sum or perform a specified obligation), (c) is final and conclusive, (d) is not in respect of taxes, a fine or a penalty) has not been obtained by fraud; and (f) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are a company formed under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under the Cayman Islands laws are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, the Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
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Shareholders of Cayman Islands companies like us have no general rights under the Cayman Islands laws to inspect corporate records, other than the amended and restated memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. 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.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of our board of directors than they would as public shareholders of a company incorporated in the United States.
As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.
As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market listing standards. However, the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Capital Market listing standards. We follow our home country practices and rely on certain exemptions provided by the Nasdaq Capital Market Rules to a foreign private issuer, including exemptions from the requirements to have:
| ● | shareholder approval for certain events, including the establishment or amendment of certain equity based compensation plans and arrangements and certain transactions involving issuances of 20% or more interest in our company; |
| ● | only independent directors being involved in the selection of director nominees and determination of executive officer compensation; |
| ● | the requirement to hold an annual general meeting of shareholders no later than one year after the end of the company’s fiscal year-end; and |
| ● | regularly scheduled executive sessions of independent directors. |
As a result of our reliance on the corporate governance exemptions available to foreign private issuers, you will not have the same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences.
We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, as well as projections as to the market price of our Class A Ordinary Shares, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.
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While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our future strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.
If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation—United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and on the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares. For more information see “Item 10. Additional Information—10.E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Class A Ordinary Shares less attractive to investors.
For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.
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We incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”
The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.
Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult or costly for us to find qualified persons to serve on our board of directors or as executive officers as a public company. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
If we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Our securities are listed on the Nasdaq Capital Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria for maintaining our listing, our securities could be subject to delisting.
If our securities are subsequently delisted from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our securities; |
| ● | reduced liquidity with respect to our securities; |
| ● | a determination that our Class A Ordinary Shares is a “penny stock,” which will require brokers trading in our Class A 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 Class A Ordinary Shares; |
| ● | limited amount of news and analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
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If Nasdaq imposes additional listing requirements on foreign private issuers, we may face increased compliance burdens or risks to our continued listing.
Nasdaq has implemented, and may continue to introduce, enhanced listing requirements for foreign private issuers, particularly those with substantial operations in China and Hong Kong. These changes may include heightened corporate governance standards, increased transparency requirements, and stricter compliance with U.S. securities laws and accounting standards. In recent years, Nasdaq has adopted rules imposing additional scrutiny on companies operating in “Restrictive Markets,” which may include Hong Kong and China, and has introduced measures to enhance oversight of the qualifications and independence of auditors, financial reporting accuracy, and the regulatory risks associated with such jurisdictions.
If Nasdaq further expands its listing rules to impose additional obligations on foreign private issuers, we may be required to comply with heightened disclosure requirements regarding government influence, additional audit or compliance measures, or increased corporate governance standards. Such changes could result in significant compliance costs, require adjustments to our internal controls and reporting processes, and impose operational burdens that may divert management’s attention from our core business operations.
Additionally, if we fail to meet any new Nasdaq listing requirements or if our compliance efforts are deemed insufficient, we could face heightened regulatory scrutiny or potential delisting from the exchange. Delisting would significantly impact the liquidity and marketability of our Class A Ordinary Shares, potentially leading to a decline in trading price and restricting our ability to raise capital through public markets. Even if we maintain compliance, the evolving regulatory environment for foreign issuers may create market uncertainty, negatively impacting investor sentiment and our ability to attract institutional investors.
Risks related to the industry in which we operate
Our business operations are concentrated in Hong Kong. Unfavorable financial market and economic conditions and material deterioration of the political and regulatory environment in Hong Kong, the PRC, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations.
Our business operations are carried out in Hong Kong by our Operating Subsidiaries. The results of operations and prospects are highly susceptible to any development of change in government policies, as well as economic, social, political and legal development in Hong Kong. Events with adverse impact on investors’ confidence and risk appetites, such as riots or mass civil disobedience movements and general deterioration of local economy, may lead to a reduction in investment or trading activities and in turn our business performance. Any change in the local economic, social and political environment, which is beyond our control, may lead to prolonged period of sluggish market activities which would in turn have material adverse impact on our business. Economic conditions in Hong Kong are also highly sensitive to conditions in the financial markets, capital market, and economic conditions of the PRC and elsewhere in the world. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in financial market as a whole and have a negative impact on our business, results of operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. Financial markets and economic conditions could be negatively impacted by many factors, both economically and politically, beyond our control, such as inability to access capital markets, control of foreign exchange, changes in exchange rates, rising interest rates or inflation, slowing or negative growth rate, government involvement in allocation of resources, inability to meet financial commitments in a timely manner, terrorism, pandemics such as the Covid-19 pandemic, political uncertainty, the ongoing Russo-Ukrainian War and its results, the outcome of the China-United States trade dispute, civil unrest, fiscal or other economic policy of Hong Kong or other governments, and the timing and nature of any regulatory reform.
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The current heightened tensions in international economic relations, such as the one between the United States and China, may also give rise to uncertainties in global economic conditions and adversely affect general investor confidence. Amid these tensions, the U.S. government has imposed and may impose additional measures on entities in China, including sanctions. The U.S. government has imposed and has continued to propose to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Unfavorable financial market and economic conditions in Hong Kong, the PRC, and elsewhere in the world, and the escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, could negatively affect our clients’ business and materially reduce demand for our services and increase price competition among financial services firms seeking such engagements, and thus could materially and adversely affect our business, financial condition, and results of operations.
Furthermore, the economy of Mainland China differs from the economies of most developed countries in a number of aspects, such as the extent of government intervention, growth rate and control of foreign exchange. Adverse changes in the economic and other policies of the PRC government could have a material and adverse effect on our business, financial position and operations. In particular, the PRC government exerts substantial control over the growth of the domestic economy by means of, among others, resource allocation as well as setting policy on foreign exchange. There is no assurance that China will not implement reforms or policies which may drastically (i) restrict Mainland China investors from investing abroad and in Hong Kong; and/or (ii) restrict Mainland China companies and businesses to access the financial market in Hong Kong. Such reforms or policies may potentially affect the attractiveness of Hong Kong as an alternative venue for Mainland investors to trade securities or Mainland China business to conduct fund-raising exercise, or otherwise diminish the securities and financial market of Hong Kong, given the substantial reliance of Hong Kong financial and securities market on the business and companies based in Mainland China. A portion of our revenue is derived from clients who reside in Mainland China. Any policies which reduce the willingness of our Mainland China clients to trade securities through us or restrict the Mainland China businesses for fund raising or securities offering in Hong Kong, will adversely affect our business and results of operations. Furthermore, if PRC government implements market-oriented reforms involving unprecedented or experimental revision of its economic reform measures, there is no guarantee that adjustments to its policies will not negatively affect our operations and business development.
Lastly, the outbreak of war in Ukraine has already affected global economic and financial markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military action in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our client’s business and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We continuously monitor the situation in Ukraine, however, we cannot predict the progress or outcome of the situation, and it is difficult to assess any potential future impact at this time, as the conflict and governmental reactions are rapidly developing and beyond our control. 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 operations, results of operations, financial condition, liquidity and business outlook of our business.
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We and our Operating Subsidiaries are subject to extensive and evolving regulatory requirements, the non-compliance with which may result in penalties, limitations, and prohibitions on our future business activities or suspension or revocation of our licenses, and consequently may materially and adversely affect our business, financial condition, and results of operations. In addition, we may, from time to time, be subject to regulatory inquiries and investigations by relevant regulatory authorities or government agencies in Hong Kong or other applicable jurisdictions.
The Hong Kong financial market in which the Operating Subsidiaries primarily operate is highly regulated. The business operations of our Operating Subsidiaries are subject to applicable laws, regulations, guidelines, circulars, and other regulatory guidance, and many aspects of our businesses depend on obtaining and maintaining approvals, licenses, permits, or qualifications from the relevant regulators. Serious non-compliance with regulatory requirements could result in investigations and regulatory actions, which may lead to penalties, including reprimands, fines, limitations, or prohibitions on our future business activities or, if significant, suspension or revocation of our licenses. Failure to comply with these regulatory requirements could limit the scope of businesses in which we are permitted to engage. Furthermore, additional regulatory approvals, licenses, permits, or qualifications may be required by relevant regulators in the future, and some of our current approvals, licenses, permits, or qualifications are subject to periodic renewal. Although the Operating Subsidiaries have not been found by any relevant regulators to be in material non-compliance with any regulatory requirements since our Operating Subsidiaries commenced their businesses, any such finding or other negative outcome may affect our ability to conduct business, harm our reputation and, consequently, materially and adversely affect our business, financial condition, results of operations, and prospects.
The Operating Subsidiaries, I Win Securities, and I Win Asset Management, are HKSFC-licensed companies subject to various requirements, such as remaining fit and proper at all times, minimum liquid and paid-up capital requirements, notification requirements, submission of audited accounts, submission of financial resources returns and annual returns, continuous professional training, under the SFO of Hong Kong and its subsidiary legislation and the codes and the guidelines issued by the HKSFC from time to time. If any of these HKSFC licensed companies fails to meet the regulatory capital requirements in Hong Kong, the local regulatory authorities may impose penalties on us or limit the scope of our business, which could, in turn, have a material adverse effect on our financial condition and results of operations. Moreover, the relevant capital requirements may be changed over time or subject to different interpretations by relevant governmental authorities, all of which are out of our control. Any increase in the relevant capital requirements or stricter enforcement or interpretation of the same may adversely affect business activities of our Operating Subsidiaries. Any non-compliance with applicable laws, regulations, guidance or codes or any negative findings made by the regulators may result in (i) fines, deterrent penalties, disciplinary actions against us or our subsidiaries, our Responsible Officers, Licensed Representatives or any of our personnel; or (ii) suspension or revocation of some or all of (a) the registrations or licenses of our Operating Subsidiaries for carrying on business activities; or (b) the approvals or licenses granted to our personnel enabling them to carry out their responsibilities. For instance, conditions may be imposed on the licenses of our Operating Subsidiaries restricting them from carrying on their business, or our Responsible Officers or Licensed Representatives may be banned from the industry for a specific period of time. Accordingly, our business operation, reputation, financial condition and results of operations might be materially and adversely affected.
Further, the HKSFC may amend, supplement and/or modify the requirements on licensed corporations as it considers necessary for the proper regulation of the Hong Kong securities and futures market. Any such change or tightening of regulations and/or requirements on licensed corporations (which may involve an amendment to applicable laws, regulations and guidelines) may (i) require us to incur additional costs for compliance; and (ii) potentially affect our ability to carry on our existing regulated activities.
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From time to time, I Win Securities Limited and I Win Asset Management Limited may be subject to or required to assist in inquiries or investigations by relevant regulatory authorities or government agencies in Hong Kong or other jurisdictions, including the HKSFC, relating to its own activities or activities of third parties such as its clients. The HKSFC conducts on-site reviews and off-site monitoring to ascertain and supervise our business conduct and compliance with relevant regulatory requirements and to assess and monitor, among other things, our financial soundness. We, our directors, or our employees, may be subject to such regulatory inquiries and investigations from time to time, regardless of whether we are the target of such regulatory inquiries and investigations. If any misconduct is identified as a result of inquiries, reviews or investigations, the HKSFC may take disciplinary actions that would lead to revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties against us, our Operating Subsidiaries, Responsible Officers of the Operating Subsidiaries, licensed representatives, directors, or other officers. Any such disciplinary actions taken against us, our Operating Subsidiaries, Responsible Officers, licensed representatives, directors, or other officers may have a material and adverse impact on our business operations and financial results. In addition, our Operating Subsidiaries are subject to statutory secrecy obligations under the SFO of Hong Kong whereby we may not be permitted to disclose details on any HKSFC inquiries, reviews or investigations without the consent of the HKSFC. ISWL, one of our operating subsidiaries, is currently responding to SFC inquiries following a recent SFC review. As at the date of this filing, the review is still on-going.
We and our Operating Subsidiaries may not be able to compete successfully in the highly competitive financial service industry in Hong Kong.
The financial services industry in Hong Kong in which we operate is intensely competitive, highly fragmented, and subject to rapid change, and we expect it to remain so. Our larger competitors may have advantages over us such as having better brand recognition and reputation in the market, larger client base, wider range of value-adding services, stronger human and financial resources, longer operating histories, and operational presence in more geographic locations. We also face competition from local medium and small-sized financial services providers which offer similar range of services. New participants may enter into the market insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses and permits. Some firms may also have resources to expand their operational scale, market share as well as geographical coverage through undertaking mergers and acquisitions.
There is no assurance that we will be able to maintain our competitive strengths even if we are able to respond rapidly to the changing business environment and/or capture new market opportunities. In addition, competition creates an unfavorable pricing environment in the market in which we operate. Our inability to remain competitive could lead to a reduction in our market share (as our clients are not bound to use our services and can freely switch to other service providers and/or decrease their use of our services), and any further intensification of competition in terms of pricing may lead to reduced profit margins. As a result, our operating performance, financial results and prospects may be materially and adversely affected.
Risks Related to our Business and Operations
We, through our Operating Subsidiaries, have a relatively short operating history compared to some of our established competitors and face significant risks and challenges in a rapidly evolving market, which makes it difficult to effectively assess our future prospects.
We, through our Operating Subsidiaries, have a relatively short operating history compared to some of our established competitors. We started to provide the underwriting and placing services through I Win Securities in July 2017, securities dealing and brokerage services in July 2017, and through I Win Asset Management, asset management service in January 2021. Additionally, on November 18, 2025, we incorporated Mental Form (BVI) Limited, or MFBVI and Mental Form (HK) Limited, or MFHK. MFHK is principally engaged in selling humanoid robots and providing related services, and earning licensing fee income from related intellectual properties. We have also incorporated Shenyang Mental Aether in Mainland China on December 5, 2025. Our future revenues and cash flows may fluctuate significantly given our short operating history, rendering it difficult to predict our results of operations and prospects.
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There is no assurance that we will sustain profitability or positive cash flow from our existing operations or from any expanded or new operations, nor that we will be able, upon the completion of the offering, to expand operations beyond our current level. You should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the rapidly evolving market in which we operate and our relatively short operating history. These risks and challenges include our ability to, among other things:
| ● | build a well-recognized I Win brand; |
| ● | maintain and expand our client base; |
| ● | maintain and enhance our relationships with our business and professional parties partners; |
| ● | attract, retain, and motivate employees and AEs; |
| ● | anticipate and adapt to changing market conditions and a competitive landscape; |
| ● | manage our future growth; |
| ● | ensure that the performance of our products and services meets client expectations; |
| ● | maintain or improve our operational efficiency; |
| ● | navigate a complex and evolving regulatory environment; |
| ● | defend ourselves in any legal or regulatory actions against us; |
| ● | enhance our technology infrastructure and maintain the security of our system; |
| ● | avoid and remedy operating errors as a result of human or system errors; and |
| ● | identify and address conflicts of interest; |
If we fail to address any or all of these risks and challenges, our business may be materially and adversely affected. As our business develops and as we respond to competition, we may continue to introduce new service offerings, make adjustments to our existing services, or make adjustments to our business operations in general. Any significant change to our business model that does not achieve expected results could have a material and adverse impact on our financial condition and results of operations. It is therefore difficult to effectively assess our future prospects.
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We are subject to market and financial risks arising from our underwriting business if the securities underwritten by us are undersubscribed.
Placing and underwriting commission was our largest income source for the year ended March 31, 2024, which accounted for approximately 10.84% of our total revenue of the year ended March 31, 2024; the placing and underwriting commission accounted for approximately 2.09% of our total revenue of the year ended March 31, 2025, and 19.82% of our total revenue of the year ended March 31, 2026. Our underwriting service was conducted by I Win Securities, one of our Operating Subsidiaries. Our underwriting services are conducted on a fully underwritten basis, whereby I Win Securities were obliged to take up the undersubscribed securities up to the maximum of our underwriting commitment. I Win Securities has been also involved in several placing exercises as placing agents or sub-placing agents. Depending on the terms of the placing agreements, the placing exercises were either on a fully underwritten basis or on a best-effort basis.
If the securities underwritten by I Win Securities are undersubscribed and we fail to procure subscribers to take up all of the undersubscribed securities, I Win Securities is required to purchase all of the undersubscribed portion for its own account, which would materially and adversely affect our liquidity. If I Win Securities fails to sell the securities it has underwritten, we would incur expenditure, expose ourselves to market risk and capital available to us would be reduced, which may in turn materially and adversely affect our results of operations and financial conditions. Our financial position would also be adversely affected if the underwritten securities so taken up by I Win Securities becomes illiquid and/or their market value drops. Under the FRR, the value of the open position of any underwriting commitment or the market value of the securities purchased by us to fulfil the underwriting obligations would have an impact on our liquid capital. If the liquid capital of our Operating Subsidiaries falls below the minimum requirement under the FRR, our Operating Subsidiaries will be in breach of the FRR resulting in HKSFC suspending our license or imposing conditions in relation to our regulated activities.
In the case of placing of securities on a best-effort basis, if the securities are undersubscribed or if market conditions become volatile, the placing may not be completed in full or may be canceled. The commission from such placing engagements may reduce or in the worst case we may have no commission at all. Moreover, the placing and underwriting commission generated by I Win Securities is directly related to the number of placing and underwriting exercises secured and completed by us and their fund-raising sizes. The placing and underwriting business is subject to various external factors which are beyond our control, including the number and the size of IPOs in the market, and the activeness of the secondary market for fund-raising exercises under the prevailing financial market environment. There is no assurance that the performance of our placing and underwriting business will not be affected by such external factors.
We rely on a limited number of key customers for our business.
Our top five customers accounted for 59%, 88%, and 63% of our total revenues for the years ended March 31, 2026, 2025, and 2024, and the largest customer accounted for 32%, 54%, and 28% of our total revenues, respectively. Therefore, our customers are concentrated, and we rely on a limited number of key customers during each period of our business. Our customer concentration risk is exacerbated due to: a) our reliance on different customers in different periods; b) the fact that the largest customer in the years ended March 31, 2026, 2025, and 2024 was a different customer; and c) the customers for our placing and underwriting services engaged us on a project-by-project basis.
We cannot assure you that our Operating Subsidiaries will be successful in diversifying the customer base, engaging new customers, and reducing our customer concentration risk. For example, the largest customer for the year ended March 31, 2026 engaged us for introducing and referral services, and the largest customer for the year ended March 31, 2025 engaged us for advisory services, and the advisory services is being conducted on project-by-project basis. There is no guarantee that the customer who engaged us for advisory services will continue to retain us for their future business, or whether they will choose our competitor for the equivalent services. Since we are engaged to provide placing and underwriting services on a project-by-project basis, it is unlikely that our top 5 customers who engaged our underwriting and placing services will continue to retain us for their future businesses, and even if they so choose to retain us for their future businesses, the value of transaction mandated by them may be significantly lower than their mandates given to us for prior years. Furthermore, the volume of trading which these customers may decide to trade during any particular period depends on their investment preferences at the time, which may be affected by their outlook and perception of the market as well as factors beyond our control. Any decline in the top customers’ transaction volume would lower our revenues, which would adversely affect our profitability.
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The commission income from our Operating Subsidiaries’ securities dealing and brokerage service may be volatile, and fluctuate significantly from quarter to quarter, which may result in volatility of the price of our Class A Ordinary Shares.
We derived substantial revenue from commission and brokerage income from our securities dealing and brokerage services. For the years ended March 31, 2026, 2025, and 2024, commission and brokerage income from our securities brokerage services amounted to 13.45%, 6.02%, and 28.27% of our total revenue for the corresponding periods. Our brokerage commission and income mainly depend upon the trading volume through our trading system and platform (including our online trading platform). Similar to other broking and financial services firms, trading volume by investors in the stock markets as a whole may continue to be affected by factors such as changes in investors’ sentiment, perception, and confidence in the financial markets, inflation expectation, market conditions, political conditions, natural disasters, riots and acts of war or terrorism. Fluctuations in the trading volume by the clients through our trading platform and services would result in reduced commission and brokerage income, and there is no assurance that we will be able to maintain or improve our relationship with the brokerage clients and they may terminate their respective relationship with us at any time. Our profit may be materially and adversely affected if any of our clients cease to use, or if any of them significantly reduces their use of our services.
We may be subject to substantial risks if the client(s) using our securities dealing and brokerage services default on payments.
During the course of the provision of securities dealing and brokerage services, our clients are required to settle their securities transactions two days after the trade date. If the clients do not have sufficient cash with us to do so, the Operating Subsidiaries are required to settle the same with Central Clearing and Settlement System (the “CCASS”) of the Hong Kong Stock Exchange on behalf of the customers using our own resources. As such, our liquidity position will be adversely affected. Therefore, we need to maintain sufficient resources for the abovementioned settlements and are exposed to potential default in payment by our clients, in which event, our liquidity position may be adversely affected. There is no guarantee that our or our Operating Subsidiaries’ risk management measures could effectively mitigate relevant default risks arising from unexpected events or circumstances. There is also no assurance that the clients will continue to meet their obligations to settle their securities transaction on time, or at all, or that they will not default on their obligations to us as a result of bankruptcy, lack of liquidity or other reasons. In the event the clients fail to meet their payment obligations, our financial conditions and results of operations may be materially and adversely affected.
We may have to bear losses resulting from trading errors.
During the course of providing securities brokerage services, we may have to process and monitor larger number of transactions, which involves complicated operational procedures and requires stable performance of our trading system. Furthermore, the clients can place their orders through the staff (employee) dealers or self-employed AEs, which may involve verbal interaction and manual input. There is no guarantee that our staff dealers or AEs will not inadvertently make trade errors, such as making mistakes when taking client instruction, including but not limited to incorrect input of security name, quantity of the transaction or incorrect buy/sell order or incorrect input of client instruction or client account number. Upon discovery of any trading error, our Operating Subsidiaries have to take immediate actions to rectify the trading error and the relevant client may be dissatisfied and refuse to settle the relevant trade, in which event, we may suffer losses from such trading error. Any loss we suffered resulting from any of the aforesaid trading errors made by our licensed employees or self-employed account executives may not be indemnified by the responsible person and we may have to bear the losses resulting from those trading errors. Hence, in the event that the trading errors are not effectively prevented or controlled, or rectification measures could not cover the loss incurred, our financial results would be materially and adversely affected.
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Other brokerage firms may have a competitive edge over us by offering zero or lower rate of brokerage commission.
Our clients are free to trade in securities in the secondary market with any broker that offers a more favorable rate of brokerage commission. Brokerage firms competing with us in Hong Kong may charge zero or lower rate of brokerage commission to capture a larger market share and attract our clients to use their securities dealing and brokerage services. We cannot assure that our clients who have active securities trading accounts with us will continue to conduct all or any securities trading through such account. In case we are unable to charge a competitive rate of brokerage commission for our securities dealing and brokerage services, we may lose to our competitors for the same clients in the secondary market for securities trading.
Fraud or misconduct by our directors, officers, employees, agents, AEs, clients, or other third parties could harm our reputation and business and may be difficult to detect and deter.
We are subject to a number of obligations and standards arising from our businesses. The violation of these obligations and standards by any of our directors, officers, employees, agents, clients, or other third parties could materially and adversely affect us and our investors. For example, our businesses require that we properly handle confidential information. If our directors, officers, employees, agents, clients, or other third parties were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position, and existing and future business relationships.
We and our Operating Subsidiaries are also subject to the risk of fraud, illegal act, misconduct or other improper activities committed by our directors, employees, agents, clients or other third parties, such as entering into unauthorized transactions, improperly using or divulging inside information, recommending transactions not suitable for our clients, engaging in fraudulent activities, or engaging in improper or illegal. We cannot assure that our procedures and policies would fully prevent or detect illegal or improper activities in our business operations. If illegal or improper activities transpire and we fail to identify them in a timely manner, or at all, we will be in breach of the legal and regulatory requirements in Hong Kong and may be subject to regulatory sanction resulting in financial loss and reputational harm, which would adversely affect our reputation and results of operations.
It is not always possible to detect and deter fraud or misconduct by our directors, officers, employees, agents, clients, business partners, or other third parties. The precautions that we take to detect and prevent such activity may not be effective in all cases. Fraud or misconduct by any of these persons or entities may cause us to suffer significant reputational harm and financial loss or result in regulatory disciplinary actions. The potential harm to our reputation and to our business caused by such fraud or misconduct is impossible to quantify.
We may be subject to litigation, arbitration or other legal proceeding risk.
Operating Subsidiaries, our directors and officers, and employees may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. Claims, lawsuits, and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claim would develop into a lawsuit. Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against us could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, negative publicity regarding claims or judgments made against us may damage our reputation and may result in a material adverse impact on us.
Should we experience any event of professional liabilities, such as claims or lawsuits, our financial position and reputation will be adversely affected.
The services of our Operating Subsidiaries may involve providing professional advices to our customers. Our clients, who rely on our professional advice and suffers loss as a result of our negligence in providing such advice, might claim compensation against us. The key business risk associated with our services is, amongst others, possible claims or lawsuits arising from professional negligence and employee infidelity. Although our Operating Subsidiaries have adopted the relevant internal control measures, there is no assurance that the measures can eliminate all future possible professional negligence and/or employee infidelity. Should we experience any event of professional liabilities, such as claims or lawsuits, it may have an adverse impact on our financial position and reputation.
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If our insurance coverage is insufficient, we may be subject to significant costs and business disruption.
We have limited business insurance coverage. We currently carry limited insurance in connection with our brokerage business covered by the Type 1 license from HKSFC against certain risks in accordance with the requirements under the Securities and Futures (Insurance) Rules of Hong Kong. However, we do not carry business interruption insurance to compensate for losses that could occur to the extent not required. We do not currently carry insurance that covers the other aspects of our business operations. Nor do we currently maintain key man insurance covering our key personnel. We consider our insurance coverage to be reasonable in light of the nature of our business, but we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. 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.
Any failure to protect our intellectual property could harm our business and competitive position.
We, through our Operating Subsidiaries, own and maintain a number of registered domain names (including our website) and, although we do not currently own any registered trademarks other than our company logo, registered in Hong Kong, we may in the future acquire new intellectual property such as trademarks, copyrights, domain names, and know-how. We will rely on a combination of intellectual property laws and contractual arrangements to protect our intellectual property rights. It is possible that third parties may copy or otherwise obtain and use our trademarks without authorization or otherwise infringe on our rights. We may not be able to successfully pursue claims for infringement that interfere with our ability to use our trademarks, website, or other relevant intellectual property or have adverse impact on our brand. We cannot assure you that any of our intellectual property rights would not be challenged, invalidated, or circumvented, or such intellectual property will be sufficient to provide us with competitive advantages. In addition, other parties may misappropriate our intellectual property rights, which would cause us to suffer economic or reputational damages.
Although we and our Operating Subsidiaries have not been subject to any litigation, pending or threatened, alleging infringement of third parties’ intellectual property rights, we cannot assure you that such infringement claims will not be asserted against us or our Operating Subsidiaries in the future. Third parties may own copyrights, trademarks, trade secrets, ticker symbols, internet content, and other intellectual properties that are similar to ours in jurisdictions where we currently have no active operations. If we expand our business to or engage in other commercial activities in those jurisdictions using our own copyrights, trademarks, trade secrets, and internet content, we may not be able to use these intellectual properties or face potential lawsuits from those third parties and incur substantial losses if we fail to defend ourselves in those lawsuits. We have policies and procedures in place to reduce the likelihood that we or our employees may use, develop, or make available any content or applications without the proper licenses or necessary third-party consents. However, these policies and procedures may not be effective in completely preventing the unauthorized posting or use of copyrighted material or the infringement of other rights of third parties.
Intellectual property litigation is expensive and time-consuming and could divert resources and management attention from the operation of our business. If there is a successful claim of infringement, we may be required to alter our services, cease certain activities, pay substantial royalties and damages to, and obtain one or more licenses from third parties. We may not be able to obtain those licenses on commercially acceptable terms, or at all. Any of those consequences could cause us to lose revenues, impair our client relationships and harm our reputation.
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We may be affected by the currency peg system in Hong Kong.
Since 1983, Hong Kong dollars have been pegged to the U.S. dollars within a band of HK$7.75 – 7.85 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.
Increases in labor costs may adversely affect our business and results of operations.
The economy in Hong Kong and globally has experienced general increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong and certain other regions are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to pay various statutory employee benefits, including mandatory provident fund to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to fines and other penalties. We expect that our Operating Subsidiaries’ labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increasing labor costs, our financial condition and results of operations may be adversely affected.
We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including pandemics, natural disasters, power loss, telecommunications, break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any disruption of our facilities could adversely affect our business and operating results.
Our office and facilities, and our Operating Subsidiaries’ business and operation, may be harmed or rendered inoperable by natural or man-made disasters, many of which are beyond our control, including typhoon, flooding, fire, power outages, break-in, vandalism or sabotage, acts of terrorism, criminal acts and similar events, or other public safety concerns, which could result in lengthy interruptions of our business and operations, result in the loss of key information, and cause us to incur additional expenses. While we have taken precautions to safeguard our facilities, any inability to operate our business during such periods could lead to the loss of customers or harm to our reputation. Regardless of the precautions taken, damage to our office and facilities may have a material adverse effect on our business.
If we were to experience a natural or man-made disaster, disruption due to political unrest, or disruption involving electronic communications or other services used by us or third parties with which we conduct business, our operations will partially depend on the availability of our people and office facilities and the proper functioning of our computer, software, telecommunications, transaction processing, and other related systems. A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom we conduct business or a disruption that directly affects our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. The incidence and severity of disasters or other business continuity problems are unpredictable, and our inability to timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputational harm, or legal liability.
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Our business is subject to various cyber-security risks and other operational risks, such as the failure or malfunction of our trading system and/or information technology infrastructure and the failure to maintaining relationships with our vendors, which may cause disruptions to our business operation and tarnish our reputation.
As financial services companies, our Operating Subsidiaries face various cyber-security and other operational risks relating to our businesses on a daily basis. Their operations depend upon the secured processing, storage and transmission of confidential and other information in their information technology infrastructure and they are vulnerable to unauthorized access such as cyber-attacks, distributed denial of service attacks and ransomware attacks, malicious code and computer viruses by activists, hackers, organized crime, foreign state actors and other third parties, or other events that could lead to a security breach. We and our Operating Subsidiaries may also be subject to cyber-attacks involving leak and destruction of sensitive and confidential client information and our proprietary information, which could result from an employee’s or agent’s failure to follow data security procedures or as a result of actions by third parties, including actions by government authorities. As the breadth and complexity of our information technology infrastructure continue to grow, the potential risk of security breaches and cyber-attacks increases. Developing and enhancing new products and services, which is necessary for us to remain competitive, may involve the use or creation of new technologies, which further exposes us to cybersecurity and privacy risks that cannot be completely anticipated and increases the risk of security breaches and cyber-attacks.
While our Operating Subsidiaries have adopted various means to safeguard the integrity of their trading system, computer system and information technology infrastructure, our trading system, computer system, and information technology infrastructure may fail to operate properly or become disabled as a result of events which are beyond our control, events such as human error, natural disasters, power failures, client misuse, computer viruses, cyber-attacks, spam attacks, unauthorized access and data loss or leakage. All of which may cause shutdown or disruption of operations (including data loss or corruption, interruption to our data storage system, delay or cessation in the services provided through our securities dealing and brokerage system and our online trading platform), account takeovers and unauthorized gathering, monitoring, misuse, loss, total destruction and disclosure of data and confidential information of ours, our clients, our employees or other third parties, or otherwise materially disrupt our or our clients’ or other third parties’ network access or business operations. The occurrence of one or more of such events could jeopardize the confidentiality of information processed, stored and transmitted through our computer systems and networks or otherwise disrupt our operations, which could result in reputational damage, disputes with clients and relevant parties, and financial losses. For example, our Operating Subsidiaries rely heavily on the BSS to execute our securities trading orders, and to execute and process our clients’ instructions accurately and promptly. The connection to the BSS is provided by a vendor recognized by the Stock Exchange. The BSS may be vulnerable to disruptions such as computer viruses, cyber-attacks and spam attacks leading to data corruption and interruptions, delay or cessation in executing clients’ trading instructions which could have a material adverse effect on our business, results of operations and prospects operation. Any cyber-attack may also jeopardize the security of stored confidential information (such as client data or trading records) and cause losses to us. In the event of a system failure of the BSS system, all clients’ instructions will have to be transacted through a standalone system managed by our staff dealer. This would likely lead to a delay or failure in the execution of our clients’ instructions as BSS system can accommodate multiple users while the back-up terminal can only be accessed by one user at a time.
Our Operating Subsidiaries also depend on various third-party software and platforms as well as other information technology systems provided by our information technology vendor in our business operations. These systems, including third-party systems, may fail to operate properly or become disabled because of tampering or a breach of our network security systems or otherwise, including for reasons beyond our control. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation, and adversely affect our businesses. There is no guarantee that we are able to maintain our existing relationship with the information technology vendor of our trading system, software system or information technology infrastructure. In the event that any vendor is unable or unwilling to continue to provide existing services to our Operating Subsidiaries, our Operating Subsidiaries may not be able to replace them with service providers of equivalent expertise in a timely manner and thus resulting in disruption to our business operations.
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The occurrence of any disruption to the trading system, computer system and/or other information technology infrastructure may render us unable to meet client requirements in a timely and efficient manner, and/or lead to unauthorized disclosure of personal information or any other unexpected associated losses and damages. As a result, our and our Operating Subsidiaries’ reputation may be tarnished and we may also face complaints, disciplinary action by regulatory authorities, and legal proceedings being brought against us or our Operating Subsidiaries (which can be costly and time-consuming to defend and which may significantly divert the efforts and resources of our management personnel away from our usual business operations) and may potentially result in us having to pay damages. This could materially and adversely affect our financial condition, prospects and results of operations.
Failure to comply with data privacy, data protection, or any other laws and regulations related to data privacy and security, or the failure to protect client data or prevent breaches of our information systems, could expose us to liability or reputational damage and materially and adversely affect our business, financial condition, and results of operations.
As the financial services company, in providing their services to clients, our Operating Subsidiaries manage, utilize and store sensitive and confidential client data, including personal data. As a result, we may be subject to a variety of data privacy, data protection, cybersecurity, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties. These laws and regulations may restrict our and our Operating Subsidiaries’ business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.
If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. In addition, vulnerabilities of our external service providers and other third parties could also pose security risks to client information and data. Although we have taken steps to reduce the risk of such threats, the risk and exposure to a cyber-attack or related breach remains heightened due to the evolving nature of these threats, our routine transmission of sensitive information to third parties, the current global economic and political environment, external extremist parties and other developing factors. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, regulatory fines, and damage to our reputation and could have adverse effects on our results of operations. Any actual or perceived breach of the security of our technology, or media reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers, could damage our reputation, expose us to the risk of litigation and liability, disrupt our operations, increase our costs with respect to investigations and remediation, reduce our revenues as a result of the theft of intellectual property, and otherwise adversely affect our business. Further, any actual or perceived security breach or cyber-attack directed at other financial institutions or financial services companies, whether or not we are impacted, could lead to a general loss of customer confidence in the use of technology to conduct financial transactions, which could negatively impact us. The occurrence of any of these events could have adverse effects on our business and results of operations.
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We also face risk related to external fraud involving the misappropriation and use of clients’ user-names, passwords or other personal information to gain access to their accounts. This could occur from the compromise of clients’ personal electronic devices or as a result of a data security breach at an unrelated company where clients’ personal information is taken and then made available to fraudsters. This risk has grown in recent years due to the increased sophistication and activities of organized crime and other external parties. Losses in client accounts reimbursed under our asset protection guarantee against unauthorized account activity (through no fault of the client) could have adverse effects on our business, financial condition and results of operations.
New lines of business or new services may subject us to additional risks.
From time to time, we may implement new lines of business or offer new services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved and profitability targets may not prove feasible. External factors, such as compliance with regulations, competition and shifting market preferences, may also impact the successful implementation of a new line of business or a new service. Our personnel and technology systems may fail to adapt to the changes in such new areas or we may fail to effectively integrate new services into our existing operations and we may lack experience in managing new lines of business or new services. In addition, we and our subsidiaries may be unable to proceed with the operations as planned or compete effectively due to different competitive landscapes in these new areas. Even if we expand our businesses into new jurisdictions or areas, the expansion may not yield intended profitable results. Furthermore, any new line of business and/or new service could have a significant impact on the effectiveness of our internal control system. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition.
Development of our robotics business has required, and may continue to require, significant capital and other expenditures, which we may not recoup.
We have made, and intend to continue to make, capital investments to develop and launch our robotics business. We plan to make further capital investments related to our robotics business in the future. Our robotics related investment plans are subject to change, and will depend, in part, on market demand for humanoid robots, the competitive landscape for provision of such services and the development of competing technologies. There is no assurance of the success of our entry into the robotics business as there may not be sufficient demand for our humanoid robots, as a result of competition or otherwise, to permit us to recoup or profit from our robotics related capital investments.
We may fail to successfully integrate our acquisitions of MFBVI and MFHK, and may fail to realize the anticipated benefits of such acquisitions.
In November 3, 2025, we completed the acquisition of 100% of MFBVI, which in turn, holds 100% of MFHK. While we are hoping to benefit from a range of synergies from this acquisition, we may not be able to integrate this new business and assets and may fail to realize the expected benefits in the near term, or at all. MFHK operates in a highly competitive robotics industry. Its business success will depend, in part, on market demand for its products and services. Our business and financial condition may be adversely affected if the business of MFHK fails or we fail to manage our investment in MFHK successfully.
We have identified material weaknesses in our internal control over financial reporting. If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud.
We are a public company in the United States subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 and the rules and regulations of Nasdaq Capital Market. Section 404 of the Sarbanes-Oxley Act, or Section 404, 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. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse report if it is not satisfied with our internal control or the level at which our control is documented, designed, operated, or reviewed, or if it interprets relevant requirements differently from us.
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In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain proper and effective of our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
Our management has completed an assessment of the effectiveness of our internal control over financial reporting. In the course of preparing our consolidated financial statements as of and for each of the three years ended March 31, 2026, 2025, and 2024, we identified material weaknesses in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to our lack of financial reporting and accounting personnel with understanding of U.S. GAAP to address complex U.S. GAAP technical issues, related disclosures in accordance with U.S. GAAP.
To remediate our identified material weaknesses, we have implemented several measures to improve our internal control over financial reporting, including engaging qualified financial and accounting advisory team and relevant staff with working experience in U.S. GAAP and SEC reporting requirements to strengthen our financial reporting function and establishing a comprehensive policy and procedure manual.
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. See also “Item 15. Controls and Procedures” of this annual report.
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Item 4. Information on the Company
4.A. History and Development of the Company
Corporate History
Garden Stage Limited was incorporated on August 11, 2022 in the Cayman Islands under Cayman Islands law. Prior to the Reorganization as described below, we historically conducted our business through I Win Holdings Limited (“I Win Holdings HK”), a company incorporated under the laws of Hong Kong, and its subsidiaries, namely, I Win Securities Limited (“I Win Securities”) and I Win Asset Management Limited (“I Win Asset Management”), both incorporated under the laws of Hong Kong.
On November 10, 2016, I Win Securities was established as a company with limited liability under the laws of Hong Kong and commenced our securities brokerage and underwriting and placing business. I Win Securities was licensed by the HKSFC to undertake Type 1 (dealing in securities) regulated activity on July 19, 2017. To expand our services into asset management services, on March 25, 2020, I Win Asset Management has been established as a company with limited liability under the laws of Hong Kong. I Win Asset Management obtained the relevant HKSFC licenses to undertake Type 4 (advising on securities) and Type 9 (asset management) regulated activities on January 25, 2021.
I Win Securities has one wholly-owned subsidiary, China Union Financial Holding Limited (“CUFH”) which is a company incorporated in the British Virgin Islands on June 17, 2016. CUFH has a share capital of US$1,000 with no operations.
On March 25, 2020, I Win Holdings HK was also incorporated under the laws of Hong Kong as the holding company of I Win Securities and I Win Asset Management.
On June 6, 2022, HKSFC approved I Win Holdings HK to become the holding company of I Win Securities and I Win Asset Management. Subsequently, pursuant to the June 6, 2022 HKSFC approval, on June 24, 2022, I Win Holdings HK acquired 100% of the equity interest of I Win Securities and I Win Asset Management and became their holding company.
Pursuant to the Reorganization in April 2023 as described below, Garden Stage Limited became the holding company of I Win Holdings HK and its subsidiaries. Upon completion of the Reorganization, our group of companies comprises Garden Stage Limited, 17 Uno Limited (“17 Uno BVI”), I Win Holdings HK, I Win Securities, and I Win Asset Management.
The Reorganization
We refer to all these following events as the “Reorganization”. The share numbers under this subsection have not been retroactively amended to reflect the share consolidation effected on March 6, 2026.
As part of the Reorganization, on August 11, 2022, we formed Garden Stage. Upon the incorporation of Garden Stage Limited on August 11, 2022, Garden Stage Limited issued 1 ordinary share to Oriental Moon Tree Limited, for a consideration of US$1.00.
On August 17, 2022, the wholly-owned British Virgin Islands subsidiary of Garden Stage, 17 Uno BVI was then incorporated on August 17, 2022, as the proposed intermediate holding of I Win Holdings HK as part of the Reorganization.
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On November 21, 2022, Garden Stage executed a shareholder resolution to change the par value of the Ordinary Shares from US$1.00 to $0.0001, a 10,000 for 1 share subdivision (“Share Subdivision”). Upon the Share Subdivision, the one issued and outstanding Ordinary Share held by Oriental Moon Tree Limited was sub-divided into 10,000 Ordinary Shares of par value of US$0.0001 each. Pursuant to such resolution, the authorized share capital of Garden Stage Limited was US$50,000 divided into 500,000,000 Ordinary Shares with a nominal or par value of US$0.0001 each, in accordance with section 13 of the Cayman Islands Companies Act.
Since I Win Securities and I Win Asset Management are HKSFC-licensed corporations, prior approval from the HKSFC is required for any company or individual to become a holding company or the substantial shareholder of an HKSFC-licensed corporation. On September 2, 2022, the New Substantial Shareholder Application was submitted to the HKSFC, in which 17 Uno BVI, Garden Stage, and Oriental Moon Tree are to become the substantial shareholders of I Win Securities and I Win Asset Management. The HKSFC approvals were obtained on January 26, 2023 (the “January 26 HKSFC approval”).
Pursuant to the January 26, 2023 HKSFC approval, the Reorganization was completed in April 2023. Pursuant to the Reorganization, on April 3, 2023, Garden Stage acquired, through 17 Uno BVI, all of the issued equity interests of I Win Holdings HK, from the existing shareholders of I Win Holdings HK, namely, Courageous Wealth Limited, Lobster Financial Holdings Limited, Capital Hero Global Limited, Smark Holding Limited, and Gulu Gulu Limited, in cash consideration of HK$1,000 in aggregate. In April 2023, in connection with the Reorganization, Garden Stage Limited allotted and issued:
| (a) | additional 80,000 Ordinary Shares at the par value of US$0.0001 to Oriental Moon Tree Limited on April 3, 2023; and |
| (b) | additional 11,385,000 Ordinary Shares at the par value of US$0.0001 to Oriental Moon Tree Limited on April 20, 2023. |
Upon completion of the Reorganization, I Win Securities and I Win Asset Management, our Operating Subsidiaries, have become the indirect wholly-owned subsidiaries of Garden Stage through 17 Uno BVI and I Win Holding HK.
Pre-IPO Investment
On July 22, 2022, I Win Holdings HK entered into Investment Agreement with State Wisdom Holdings Limited (“State Wisdom Holdings”), as varied by the Supplemental Investment Agreement entered into on November 22, 2022 and a further Supplemental Investment Agreement entered into on April 3, 2023. Pursuant to aforesaid agreements, State Wisdom Holdings acquired Ordinary Shares representing 5% of the entire issued share capital of Garden Stage Limited upon and at the time of the completion of the Reorganization, at a subscription consideration of HK$3,120,000 (approximately US$397,454), and I Win Holdings HK shall procure Garden Stage Limited to allot and issue the corresponding amount of Ordinary Shares of Garden Stage Limited to State Wisdom Holdings.
On July 22, 2022, I Win Holdings HK entered into Investment Agreement with Bliss Tone Limited (“Bliss Tone”), as varied by the Supplemental Investment Agreement entered into on November 22, 2022 and a further Supplemental Investment Agreement entered into on April 3, 2023. Pursuant to Investment Agreements, Bliss Tone acquired Ordinary Shares of representing 5% of the entire issued share capital of Garden Stage Limited upon and at the time of the completion of the Reorganization, at a subscription consideration of HK$3,120,000 (approximately US$397,454), and I Win Holdings HK shall procure Garden Stage Limited to allot and issue the corresponding amount of Ordinary Shares of Garden Stage Limited to Bliss Tone.
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According to Investment Agreements and Supplemental Investment Agreements between I Win Holdings HK, Bliss Tone, and State Wisdom Holdings, as part of the Reorganization, Garden Stage allotted and issued:
| (a) | 5,000 Ordinary Shares to State Wisdom Holdings on April 3, 2023; |
| (b) | 5,000 Ordinary Shares to Bliss Tone on April 3, 2023; |
| (c) | 632,500 Ordinary Shares to State Wisdom Holdings on April 20, 2023; and |
| (d) | 632,500 Ordinary Shares to Bliss Tone on April 20, 2023. |
The subscription of Ordinary Shares by State Wisdom Holdings and Bliss Tone were completed on April 20, 2023.
The Initial Public Offering
On December 5, 2023, the Company closed its initial public offering of 2,500,000 Ordinary Shares at a public offering price of US$4.00 per Ordinary Share on the National Association of Securities Dealers Automated Quotations (“Nasdaq”); and the underwriters to the Company’s initial public offering had exercised the Over-Allotment Option in full to purchase an additional 375,000 Ordinary Shares, on December 4, 2023, prior to the closing of the initial public offering. The gross proceeds received from the initial public offering totaled US$11.5 million. Company’s Ordinary Shares began trading on December 1, 2023 on the Nasdaq Capital Market under the ticker symbol “GSIW.”
Together with Company’s initial public offering, Bliss Tone Limited, State Wisdom Holdings Limited, and Oriental Moon Tree Limited, the existing shareholders of the Company, have registered the resale of up to 1,750,000 Ordinary Share pursuant to the registration statement on Form F-1 initially filed by the Company with the SEC on June 30, 2023 (File No. 333-273053), which was declared effective on November 30, 2023. Of which, Bliss Tone offered to sell 637,500 Ordinary Shares, State Wisdom Holdings Limited offered to sell 637,500 Ordinary Shares, and Oriental Moon Tree Limited offered to sell 475,500 Ordinary Shares.
Registered Direct Offerings
April 8, 2025 Registered Direct Offering
On April 7, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (“April 8 Registered Direct Offering”), 4,806,450 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), at a purchase price of $0.31 per share. The Company’s April 8 Registered Direct Offering closed on April 8, 2025. The Company received approximately $1,489,999.50 in gross proceeds from April 8, Registered Direct Offering, before deducting estimated offering expenses. The Company intends to use the net proceeds from April 8 Registered Direct Offering for working capital and general corporate purposes.
April 9, 2025 Registered Direct Offering
On April 7, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 9 Registered Direct Offering”), 3,193,550 ordinary shares of the Company, par value $0.0001 per share, at a purchase price of $0.31 per share. The Company’s April 9 Registered Direct Offering closed on April 9, 2025. The Company received approximately $990,000.05 in gross proceeds from the April 9 Registered Direct Offering, before deducting estimated offering expenses. The Company intends to use the net proceeds from the April 9 Registered Direct Offering for working capital and general corporate purposes.
June 2025 Registered Direct Offering
On June 16, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “June 2025 Registered Direct Offering”), 6,100,000 ordinary shares of the Company, par value $0.0001 per share, at a purchase price of $0.60 per share. The Company’s June 2025 Registered Direct Offering closed on June 17, 2025. The Company received approximately $3,660,000 in gross proceeds from the June 2025 Registered Direct Offering, before deducting estimated offering expenses. The Company intends to use the net proceeds from the June 2025 Registered Direct Offering for working capital and general corporate purposes.
July 2025 Registered Direct Offering
On July 24, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “July 2025 Registered Direct Offering”), 35,553,820 ordinary shares of the Company, par value $0.0001 per share and 2,852,525 pre-funded warrants to purchase Ordinary Shares issuable upon exercise of pre-funded warrants, at a purchase price of $0.11 per share. The Company’s July 2025 Registered Direct Offering closed on July 25, 2025. The Company received approximately $4,224,698 gross proceeds from the July 2025 Registered Direct Offering, before deducting estimated offering expenses and assuming the exercise of all the Pre-Funded Warrants for cash. The Company intends to use the net proceeds from the July 2025 Registered Direct Offering for working capital and general corporate purposes.
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2025 Equity Incentive Plan
In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2025 Plan, we are authorized to issue an aggregate of 5,900,000 Ordinary Shares.
Recent Developments
September 2025 Registered Direct Offering
On September 12, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “September 2025 Registered Direct Offering”), 144,117,647 ordinary shares of the Company, par value US$0.0001 per share, at a purchase price of US$0.034 per share.
The September 2025 Registered Direct Offering closed on September 15, 2025. The Company received approximately $4,900,000 net proceeds from the September 2025 Registered Direct Offering, after deducting estimated offering expenses. The Company intends to use the net proceeds from the September 2025 Registered Direct Offering for working capital and general corporate purposes.
Re-Designation and Re-Classification of Shares
The share numbers under this subsection have not been retroactively amended to reflect the share consolidation effected on March 6, 2026.
On September 18, 2025, the Company held its extraordinary general meeting of shareholders (the “EGM”). Amongst others, it was resolved at the EGM that the Company’s authorized share capital be redesignated by taking the following steps, such that the authorized share capital of the Company be changed from US$50,000 divided into 500,000,000 shares of par value US$0.0001 each to US$50,000 divided into (i) 490,750,000 Class A Ordinary Shares of a par value of US$0.0001 each and (ii) 9,250,000 Class B Ordinary Shares of a par value of US$0.0001 each:
| (a) | 9,250,000 issued and outstanding Ordinary Shares held by Oriental Moon Tree Limited will be redesignated as issued and outstanding Class B Ordinary Shares on a one for one basis; |
| (b) | 64,781,345 issued and outstanding Ordinary Shares of the Company will be redesignated as issued and outstanding Class A Ordinary Shares on a one for one basis; and |
| (c) | 425,968,655 authorized but unissued Ordinary Shares of the Company will be redesignated as authorized but unissued Class A Ordinary Shares on a one for one basis. |
The re-designation and re-classification was effective on the Nasdaq Capital Market on February 12, 2026.
Appointment of Executive Director
On September 27, 2025, the board of directors of the Company appointed Raymond Wai Lok Fong as an executive director of the Company. In connection with Mr. Fong’s appointment as executive director, the Company and Mr. Fong entered into an executive directorship agreement (the “Directorship Agreement”) on September 29, 2025. Pursuant to the Directorship Agreement, Mr. Fong will receive an annual regular Board fee in the amount of $96,000 payable by the Company in equal quarterly installments. Additionally, Mr. Fong will receive a one-time signing bonus in the amount of $300,000 payable by the Company within one month after the execution of the Directorship Agreement. The agreement imposes certain duties and customary confidentiality obligations on Mr. Fong customary for agreements of this nature. Mr. Fong is also expected to abide by and follow the Company’s code of business conduct and ethics.
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Acquisition of Mental Form (BVI) Limited
On November 3, 2025, the Company entered into share purchase agreements with certain investors named thereto, pursuant to which the Company agreed to purchase and acquire, 10,000 ordinary shares of Mental Form (BVI) Limited, par value $1.00 per ordinary share at an aggregate purchase price of $10,700,000.00, comprising of cash consideration of $5,000,000 and $5,700,000 in shares being issued. The closing of the transaction took place on November 18, 2025.
January 2026 Private Placements
On January 12, 2026, the Company entered into a securities purchase agreement with certain investors for a private placement offering (the “January 2026 Private Placement”) of 47,961,631 Class A ordinary shares of the Company, par value US$0.0001 per share (the “Class A Ordinary Shares”) at the subscription price of US$0.1251 per Class A Ordinary Share. The total amount of gross proceeds from the Private Placement will be US$6 million. The investors have agreed to a 60-day lock-up restriction with the Company. The January 2026 Private Placement was closed on February 5, 2026, where the Company received gross proceeds of US$6 million from the investors, and issued a total of 47,961,631 Class A Ordinary Shares to such investors on February 2, 2026. The Company intends to use the proceeds from the Private Placement for general corporate purposes.
Share Consolidation of Class A Ordinary Shares
On March 6, 2026, the share consolidation of Class A Ordinary Shares became effective, pursuant to which the authorized, issued and outstanding Class A were consolidated at 200 for 1 ratio. As a result of the share consolidation, the Company had 2,453,750 Class A Ordinary Shares authorized, par value of US$0.02 per Class A Ordinary Share. There had been on change to the authorized or issued Class B Ordinary Shares.
Corporate Structure
The following chart illustrates our corporate structure, including our subsidiaries, as of the date of this Annual Report. The percentages shown on the following chart represent percentages of equity ownership:
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Subsidiaries and Business Functions
17 Uno BVI was incorporated under the laws of British Virgin Islands on August 17, 2022. It is the intermediate holding company of I Win Holdings HK.
I Win Holdings HK was incorporated under the laws of Hong Kong on March 25, 2020. It is the holding company of I Win Asset Management and I Win Securities. On June 6, 2022, HKSFC approved I Win Holdings HK to be the substantial shareholder of I Win Securities and I Win Asset Management. On June 24, 2022, I Win Holdings HK acquired 100% of the equity interest of I Win Securities and I Win Asset Management and has become their holding company.
I Win Securities was incorporated in accordance with laws of Hong Kong on November 10, 2016. With a registered capital of HKD 19,000,000 (approximately US$2.4 million) currently, I Win Securities is a limited liability corporation licensed with HKSFC to undertake Type 1 (dealing in securities) regulated activity.
China Union Financial Holding Limited, or CUFH was incorporated in accordance with laws of British Virgin Islands on June 17, 2016. CUFH is a wholly-owned subsidiary of I Win Securities. CUFH has a share capital of US$1,000 with no operations.
I Win Asset Management was incorporated in accordance with laws of Hong Kong on March 25, 2020. With a registered capital of HKD 900,000 (approximately US$0.1 million) currently, I Win Asset Management is a limited liability corporation licensed with the HKSFC to undertake Type 4 (advising on securities) and Type 9 (asset management) regulated activities.
I Win Consulting was incorporated in accordance with laws of Hong Kong on July 16, 2025. With a registered capital of HKD 1,000 (approximately US$127.00) currently, I Win Consulting is a limited liability corporation created for the purpose of providing general consulting services to our clients.
The Company acquired Mental Form (BVI) Limited, or MFBVI, and its subsidiary, Mental Form (HK) Limited or MFHK, for an aggregate purchase of $10,700,000.00 in November 2025. MFBVI has a share capital of US$10,000 and is an investment holding company with no operations. MFHK has a share capital of HK$1 and principally engaged in selling humanoid robots and providing related services. MFHK did not conduct substantive revenue-generating operations during the year ended March 31, 2026.
Shenyang Mental Aether was incorporated in accordance with laws of PRC on December 5, 2025. Shenyang Mental Aether is a wholly-owned subsidiary of the Company. Shenyang Mental Aether has a registered share capital of CNY35,394,500 (approximately $5.1 million), which CNY13,868,520 (approximately $2.0 million) was paid-up as of March 31, 2026, and is principally engaged in selling electronic components and providing related services. As of March 31, 2026, no production or sales activities have been conducted by Shenyang Mental Aether.
Although we do not have any material operations in Mainland China or any variable interest entities in place, we have an insignificant subsidiary that is incorporated in Mainland China, which has not yet commenced business operations. PRC laws do not currently prohibit direct foreign investment in our subsidiary in Mainland China, and our investors could potentially own equity interests in our subsidiary in Mainland China. Nonetheless, we, together with our subsidiary in Mainland China face risks and uncertainties associated with the complex and evolving PRC laws and regulations, and PRC regulatory authorities could disallow the corporate structure through which we hold our subsidiary in Mainland China, and could extend such prohibition to our Hong Kong operations, which could lead to a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in Mainland China and Hong Kong— Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36 of the annual report.
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Emerging Growth Company Status
As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our IPO; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Foreign Private Issuer Status
We are incorporated in the Cayman Islands, and more than 50 percent of our outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime. In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance requirements.
Corporate Information
Our principal executive office is located at 30th Floor, China Insurance Group Building, 141 Des Voeux Road Central, Central, Hong Kong. Our telephone number at this address is +852 2688 6333. Our registered office in the Cayman Islands is located at the offices of International Corporation Services Ltd., P.O. Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our websites are https://www.iwinsec.com and http://www.gardenstage-ky.com. The information contained on our website is not a part of this annual report.
B. Business Overview
Overview
We, through our Operating Subsidiaries, are a Hong Kong-based financial services provider principally engaged in the provision of (i) placing and underwriting services; (ii) securities dealing and brokerage services; (iii) asset management services; (iv) investment advisory services; (v) due diligence services; and (vi) introduction and referral services. Our operation is carried out through our wholly-owned Operating Subsidiaries: a) I Win Securities, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the SFO in Hong Kong, and b) I Win Asset Management, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. I Win Securities is the Stock Exchange Participant and holds one Stock Exchange Trading Right. I Win Securities is a participant of the HKSCC.
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The table below sets forth the licenses obtained by our Operating Subsidiaries under the jurisdiction of Hong Kong.
| License type and trading right | Entity name | |
| HKSFC Type 1 License – Dealing in securities | I Win Securities | |
| HKSFC Type 4 License – Advising on securities | I Win Asset Management | |
| HKSFC Type 9 License – Asset management | I Win Asset Management | |
| Stock Exchange Participants (Participant ID: 02092) | I Win Securities | |
| HKSCC Participants (Participant ID: B02092) | I Win Securities |
The service offerings of our Operating Subsidiaries mainly comprise the following:
| ● | Underwriting and Placing Services I Win Securities acts as (i) book runner, lead manager, or underwriter of listing applicants in IPOs or other fundraising activities; and (ii) placing agent of listed companies in connection with their issuance or sale of securities, in return for underwriting and/or placing commission. I Win Securities also charges investors a brokerage commission when they subscribe for or acquire securities in respect of offerings of listed issuers who engaged I Win Securities to provide placing and underwriting services in respect of the relevant securities. Our revenue derived from our underwriting and placing services accounted for 19.82%, 2.09%, and 10.84% of our total revenue for the years ended March 31, 2026, 2025, and 2024, respectively. |
| ● | Securities Dealing and Brokerage Services: I Win Securities provides securities dealing and brokerage services for trading in securities on the Hong Kong Stock Exchange and in other overseas markets. I Win Securities also acts as an intermediary between buyers and sellers of securities listed on the Main Board and GEM of the Hong Kong Stock Exchange and facilitate the clients’ trading of securities listed on selected overseas stock exchanges, including the United States, in return for brokerage commission income. Ancillary to I Win Securities’ securities brokerage and dealing services, I Win Securities also provides nominee services, custodian services, scrip handling services and handling services for corporate actions to our brokerage clients. At the same time, I Win Securities also facilitates the subscriptions to IPOs and secondary placings, either conducted by Hong Kong issuers who engage I Win Securities for placing and underwriting services or conducted by other financial services providers in Hong Kong. For the years ended March 31, 2026, 2025, and 2024, 31.45%, 8.36%, and 37.35% of our total revenue, respectively was derived from our securities dealing and brokerage services. |
| ● | Advisory Services: We provide investment advisory services to our clients through I Win Securities, which is licensed with the SFC to carry on type 4 (advising on securities) regulated activity. We act as investment advisors to our clients and provide them with (i) investment advice incidental to our securities trading services; and (ii) investment consultancy and advisory whereby we render investment research and financial and investment related advisory services to our customers in return for a fixed monthly fee. Advisory fees accounted for 5.39%, 0.19%, and 29.88% of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively. |
| ● | Asset Management Services: I Win Asset Management offers discretionary account management and fund management services that cater to different investment objectives of our Operating Subsidiaries’ clients. Our asset management services accounted for 6.8%, 1.1%, and nil of our total revenue for the years ended March 31, 2026, 2025, and 2024, respectively. |
| ● | Due Diligence Services: We introduced a new due diligence service during the year ended March 31, 2025. We engage in distinct due diligence service agreements with our customers, providing them with due diligence reports in return for a one-time fixed due diligence service fee. Due diligence service fees accounted for nil, 1.46%, and nil of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively. | |
| ● | Introducing and Referral Income: We derive introducing and referral income from the introduction of customers to other financial service providers or other interested parties. We charge an introducing and referral income structured as a fixed lump sum or monthly fee basis. with amounts contractually determined based on the nature and scope of the referral arrangement as identified in the contract. Introducing and referral income accounted for 33.03%, 85.65%, and 18.81% of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively. |
Our revenues were US$7.3 million, US$5.5 million, and US$1.4 million for the years ended March 31, 2026, 2025, and 2024, respectively. We recorded net loss of US$13.8 million, US$4.3 million, and US$4.6 million for the years ended March 31, 2026, 2025, and 2024, respectively. We plan to keep our business growing by strengthening the securities brokerage, underwriting and placement services and develop our asset management business and margin financing services. Our diversified business portfolio allows our Operating Subsidiaries to create synergies between our business lines, generate new business opportunities for each business segment and provide integrated financial services to clients.
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Competitive Strengths
A proven and experienced management team consisting of industry veterans
Our Operating Subsidiaries have a team of experienced and competent professionals consisting of industry veterans in Hong Kong’s financial services industry with substantial expertise and experience in formulating business strategies, monitoring and supervising compliance matters, overseeing financial condition and performance, and managing, executing and supervising our operations with an aim to provide services to our clients in a reliable, efficient and professional manner. Mr. Ngan Sammy SHUM, our Director, who is also the Responsible Officer and the member of the senior management of the Operating Subsidiaries, possesses over 18 years of experience in the financial services industry, including private wealth, asset management and compliance. He is also well-connected with various high-net-worth clients and family offices in Mainland China and Hong Kong. Mr. Sze Ho, CHAN, our Chief Executive Officer and Mr. Wai Lok Raymond, FONG, our Executive Director are also the Responsible Officer and the member of the senior management of the Operating Subsidiaries. They are also well-connected with various high-net-worth clients and family offices in Mainland China and Hong Kong.
Leveraging on our industry veteran’s experience and networks in the financial industry, we believe that our Operating Subsidiaries are able to respond promptly and appropriately to the ever-changing market conditions and environment as well as continue to expand our client base. Further, our Operating Subsidiaries have an experienced team of licensed representatives who are responsible for carrying out our regulated activities, together with our professional staff who carry out requisite business functions (including compliance, risk management, finance, accounting, and settlement). Together with our senior management team, our staffs of our Operating Subsidiaries enable us to implement our business strategies, provide quality services to the clients, manage our compliance and risks, identify and capture business opportunities, maintain relationships with existing clients, and procure prospective clients.
Established and strong relationship with our clients and stable client base
We benefit from the extensive business networks and stable client relationship of our Operating Subsidiaries which have over the years assisted our Operating Subsidiaries in gaining market exposure and brand recognition in Hong Kong. Through these networks and contacts, our Operating Subsidiaries have established a solid and stable client base which we believe will continue to grow.
We believe that the growth of the client base is not materially attributable to the use of price competition measures or the undertaking of aggressive advertising or marketing campaigns, but through fostering and maintaining relationships with the client network of our Operating Subsidiaries, which are developed through the provision of reliable and personalized services by our experienced account executives, staff dealers, and management over the years, building our brand’s reputation and understanding the clients’ needs and requirements. We believe that, through maintaining good relationships with our Operating Subsidiaries’ existing clients, client referrals through the word-of-mouth of the clients who were satisfied with our Operating Subsidiaries’ services are critical to our continuous growth.
We believe that over the years, the I Win brand has become a recognized brand within the securities industry in Hong Kong and this is largely attributable to a number of factors including, but not limited to, (i) the ability of our Operating Subsidiaries to provide personalized services through our understanding of the clients’ needs in the constantly evolving financial landscape; (ii) the reasonableness and competitiveness of fees and commissions that our Operating Subsidiaries charge for their services; and (iii) the reliability of operating systems of our Operating Subsidiaries and qualified staff capable of satisfying clients’ needs. We believe that these attributes will continue to assist us in growing our Operating Subsidiaries’ client base.
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Synergies among our different lines of services which generate diversified and stable sources of revenue
We believe that the complementary nature of our Operating Subsidiaries’ different lines of business creates synergy and enables us to generate a diversified and stable source of income. Our Operating Subsidiaries can leverage on their existing pool of securities trading clients when acting as book-runner, lead manager, underwriter or placing agent in placing and underwriting engagements in that the securities trading services act as a channel for procuring suitable investors to subscribe for securities offered under placing and underwriting projects undertaken by our Operating Subsidiaries. With the growth of our placing and underwriting business, we believe that there will be growing demand for our Operating Subsidiaries’ securities trading services from clients who would like to benefit from trading opportunities gained through access to allocations granted to our Operating Subsidiaries (for subscriptions and acquisitions of securities) under placing and underwriting projects undertaken.
The asset management services of I Win Asset Management provide professional insights and investment advice for the clients to allocate their asset portfolios and diversify their investment risk. Each of the high-net-worth clients is served by our experienced and professional account manager who is able to readily render personalized service, and we are ready to provide support when needed. Our Operating Subsidiaries are committed to providing progressive, pragmatic, and quality asset management plans with regular analyses of market trends, along with flexible wealth management solutions to help clients to broaden their investment horizons. The asset management services further enhance the growth of our securities brokerage and financing services, especially amongst the high-net-worth clients, which allow our Operating Subsidiaries to create cross-selling opportunities, optimize client service coverage and grow a group of a loyal high-net-worth client base to achieve business growth.
Growth Strategies
Strengthening our placing and underwriting services
The placing and underwriting business is the core competence of our Operating Subsidiaries. We intend to further market position of our Operating Subsidiaries to capitalize on opportunities arising from sustainable growth in the Hong Kong capital market by (i) extending our Operating Subsidiaries’ industry networks; (ii) exploring business opportunities, in particular, to take up more significant values or to participate in a more significant manner (in terms of underwriting and placing amounts) in respect of project engagements; and (iii) expanding the placing and underwriting team of I Win Securities through the recruitment of additional staff, including Responsible Officer of directors grade with extensive securities and equity capital markets experience and network and staff dealers, respectively, with equity capital market and finance experience.
Expanding our securities dealing and brokerage market presence in relation to the United States exchanges
We have observed a significant increase in client’s demand for securities trading in U.S. exchanges. Currently, we do not have any trading rights in the United States. Instead, we have engaged ViewTrade Securities, Inc. (“ViewTrade”), a securities broker-dealer in the U.S., as the primary external broker for carrying out the trades in the U.S. exchanges, for our Operating Subsidiaries to provide U.S. securities trading and brokerage services to our clients. As the institutional client of ViewTrade, we are required to pay commissions and fees to ViewTrade at agreed rates for orders we placed with them on behalf of our Operating Subsidiaries’ clients. In turn, our Operating Subsidiaries charge the clients a markup on commissions and fees on top of the amounts our Operating Subsidiaries are required to pay to external brokers. However, we believe the external broker arrangement is insufficient to maintain our pricing competitiveness against other securities brokerage firms who may offer lower or even zero rate of brokerage commission to our Operating Subsidiaries’ current or potential clients.
We plan to establish long-term partnership and collaboration with suitable licensed financial institutions, brokerage firms, and asset management firms in the United States, through joint-venture or strategic partnership, to obtain a more favorable commission and fees arrangement from our partners in the United States. Additionally, we plan to commence our U.S. exchanges securities and brokerage services, instead of relying on external brokers, by obtaining the relevant licenses and trading rights in the United States, either applying for those licenses by establishing U.S. offices and recruiting suitable personnel locally in the U.S., or through business acquisition.
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Developing our securities margin financing services
We have been observing an increase in client’s demand to provide margin financing to facilitate their purchase of securities listed on the Stock Exchange and short-term IPO financing for subscription of shares, on a margin basis. Margin financing refers to the provision of funds by a securities brokerage firm, like I Win Securities, whereby the funds borrowed from a securities brokerage firm to be used for carrying out margin trading on a leveraged basis, and the relevant securities purchased form the collateral to secure the repayment of the loan granted by the securities brokerage firm.
Although our Operating Subsidiaries have received the approval from the HKSFC on November 12, 2020 to provide the margin financing services, we decided not to commence such services due to the capital requirements under the FRR and the HKSFC, as the ability for our Operating Subsidiaries to commence the margin financing services and the size and operation of such are limited by our capital resources and our level of bank borrowings, which are subject to the capital requirements under the FRR by the SFC. Furthermore, as per SFC’s Guidelines for Securities Margin Financing Activities (“Margin Financing Guideline”), licensed brokers like I Win Securities, are required not to over-leverage themselves in conducting margin financing activities. In particular, the margin loans-to-capital multiple benchmarks should be restricted to five or less, i.e., the licensed broker may not provide margin loans exceeding five times its capital (including shareholders’ funds and any outstanding subordinated loans approved by the SFC).
We now intend to commence the securities and IPO financing business and expand the customer base which will trade securities with I Win Securities on a margin basis with an aim to increase our interest income. We intend to enlarge our capital resources, while in compliant with Margin Financing Guideline and FRR. With the expansion of margin book of our Operating Subsidiaries (i.e. increase the amount of share capital which may be utilized for the purpose of granting margin loans), we intend to enhance the size and volume of margin loans our Operating Subsidiaries may be able to extend to our clients. Coupled with the expansion in the margin financing services, securities dealing and brokerage service of our Operating Subsidiaries is expected to be more active as customers are required to trade through their accounts with us when utilizing our securities and IPO financing services. We also envision that establishing the margin financing service will create synergies with our Operating Subsidiaries’ asset management services, which provide our high-net-worth individual clients who have strong demand for financing services, thereby creating more cross-selling opportunities.
Enhancing and developing our asset management business
We aim to develop the asset management business by diversifying the types of asset management schemes to satisfy the needs of different clients. We plan to enhance our Operating Subsidiaries’ research capabilities to better serve the asset management team, high-net-worth individual clients and institutional investors by continuously recruiting qualified research analysts to support the investment decision-making and investment management processes of the asset management team. We will expand the breadth and depth of research of listed companies in relevant key areas, to provide quality research reports to our operation team and client, ultimately increasing investment return and the AUM of the I Win Growth SPC fund and discretionary accounts under management. We believe that by achieving strong returns for the clients, our Operating Subsidiaries can attract more AUM from our existing or potential clients. We also anticipate that growth in the asset management services will lead to organic growth in our securities broking services. We envision, with the proper development of the asset management business, we will gradually achieve a sound growth of the total size of the assets under management by I Win Asset Management, generating more asset management fees and performance-based incentive income, so as to broaden our revenue base in the long run.
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Developing our robotics business
We intend to develop our robotics business through production activities and sale of robots to third party customers by our Operating Subsidiaries. We intend to further market position of our Operating Subsidiaries to capitalize on opportunities arising from growth in the robotics market by (i) extending our Operating Subsidiaries’ industry networks; (ii) expanding the operation team of robotics business through the recruitment of experienced staff.
Enhancing our IT systems
With the rapid development of financial technology, we believe our clients are putting significant value to the use of technology as a consideration when they select brokerage and other intermediary service providers, other than the commission rate. We believe that the continued enhancement of the Operating Subsidiaries’ IT systems and infrastructure and the optimization of IT resources are important for fostering our business growth.
We plan to upgrade our Operating Subsidiaries’ portfolio management system and trading system to further streamline the efficiency, convenience, and comprehensiveness of our trading system and provide our clients with a user-friendly interface to ensure that they can securely manage their wealth portfolios with ease. Furthermore, with our ongoing objective to remain competitive and to facilitate the expansion of service offering, we are evaluating the implementation of the following initiatives: (i) subscribing to a new integrated system comprising both portfolio management and risk management functions, including but not limited to features such as managing security, redundancy, disaster recovery and database administration as well as providing market data (such as corporate actions, massive correlation, dividend tables, and volatility datasets); (ii) subscribing to a new clients’ relationship management system with the aim of enhancing client satisfaction; (iii) subscribing to a new business continuity planning service (which includes data management and cloud storage archiving) and co-location service as a back-up workplace in case there is any disruption to our office; and (iv) subscribing to the financial and market data vendors, such as the Bloomberg Terminal, to enhance our analytical and research capabilities to support the asset management and placing and underwriting services of our Operating Subsidiaries.
Our Services and Business Model
Our Operating Subsidiaries are financial services providers in Hong Kong engaging in the provision of (i) placing and underwriting services; (ii) securities brokerage and dealing services; (iii) asset management services; (iv) advisory services; (v) due diligence services; and (vi) introduction and referral services.
Placing and Underwriting Services
I Win Securities, which is licensed under the SFO to carry on Type 1 (dealing in securities) regulated activity as defined under the SFO, participates in different kinds of fund-raising exercises for companies listed on the Hong Kong Stock Exchange by acting as the joint-bookrunner, lead manager, co-lead manager, underwriter, sub-underwriter, sub-agent, placing agent or sub-placing agent. Those fund-raising exercises included placing and IPO of shares of newly-listed companies, placing of new shares of listed companies under general mandate or specific mandate, top-up placement of shares of listed companies, issue of new shares of listed companies by way of rights issue or open offer and unlisted debt securities by listed companies. In addition to acting for listed companies on the Stock Exchange, I Win Securities is engaged as placing agents for listed companies to place bulk volume of securities in the secondary market. During the course of providing the placing and underwriting services, I Win Securities may engage sub-placing agents or sub-underwriters, to form placing and/or underwriting syndicates.
For the underwriting exercise, I Win Securities generally underwrites IPOs on a fully underwritten basis, by which I Win Securities is obliged to take up or procure the applications of any unsubscribed shares offered by the issuer in the IPO up to our maximum underwriting commitment, as agreed with the lead bookrunner or manager and the issuer in the relevant underwriting agreement, in the event of any under-subscription of shares in the relevant share offer. For placing exercises, I Win Securities usually agrees with the contracting party to place a number of securities on an agreed price on a best-effort basis within a period of time. I Win Securities charges a commission for acting as a placing agent, a sub-placing agent or a sub-agent in a fund-raising exercise based on the aggregate placing price of the number of securities successfully placed by I Win Securities to its placees or sub-agents. The placing commission rates are subject to negotiation on a case-by-case basis with the listing applicants or listed issuer and is generally determined with reference to, among other matters, the type of securities offered, fundraising size, market condition and prevailing market rate.
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For acting as a bookrunner, a lead manager, a co-lead manager, a co-manager, an underwriter or a sub-underwriter in a fund-raising exercise, our commission is based on the underwriting commitment and the aggregate offer price of the number of securities underwritten by I Win Securities. The underwriting commissions are typically either a pre-determined fixed fee or a fixed percentage of the aggregate offer price of the number of securities underwritten. Depending on the role under various fund-raising exercises, I Win Securities collects commission either from the listed companies, the shareholders of the listed companies or our immediate distributors of the fund-raising exercises. I Win Securities also charges investors a brokerage commission when they subscribe for or acquire securities in respect of offerings of listed issuers who engaged I Win Securities to provide placing and underwriting services in respect of the relevant securities.
I Win Securities completed 7, 5, and 8 placing and underwriting exercises for the financial years ended March 31, 2026, 2025, and 2024 respectively. For the years ended March 31, 2026, 2025, and 2024, fee and commission income from our placing and underwriting service amounted to approximately US$1.44 million, US$0.114 million, and US$0.153 million, respectively, representing approximately 19.82%, 2.09%, and 10.84% of our total revenue for the respective years.
For the years ended March 31, 2026, 2025, and 2024, none of the underwriting projects in which I Win Securities participated was undersubscribed, and therefore we were not required to take up any unsubscribed offer shares.
Commissions and Fees
The placing and underwriting commission, which may be a fixed fee or a fee charged as a percentage of the fundraising size, is determined on a case-by-case basis after arm’s length negotiations with each client and/or among the members of the underwriting syndicate, based on various factors including but not limited to, the proposed fund raising size, proposed pricing and valuation of the offering, prevailing market conditions and sentiments, target types and geographical locations of investors, perceived market response to and demand for the offering, the expected amount of time and resources required for performing our roles and duties in the book building process, the business and financial performance of the relevant listing applicant or listed issuers, number of underwriters and/or placing agents involved and number of shares to be placed or underwritten by us. Therefore, the commission rates for the placing and underwriting projects may vary to a wide extent. The placing and underwriting commission earned by I Win Securities ranged from 0.20% to 4.77% of the fund-raising size and/or the aggregate offer price of the number of securities placed and/or underwritten by I Win Securities, which we consider was in line with the market rates and market practice.
Operational Procedures
Deal origination: the underwriting projects generally originate from networks of the Operating Subsidiaries’ management, referrals from professional parties or existing clients. The management of I Win Securities discusses with the clients about fund raising proposals including alternatives of fund raising methods, proposed fund-raising size, terms and structure, pricing basis, target investors, use of proceeds, and timetable. The staff of I Win Securities will also perform preliminary due diligence on the clients before accepting the engagement.
Engagement: the pre-engagement KYC checklist detailing the findings from the due diligence will be reviewed and approved by the management committee. The approval process takes into consideration a number of aspects concerning the project including the deal size, tentative timetable, estimated income attributable to us, commission rate, underwriting commitment, risk exposure, financial resources requirement and benefits under the engagement. If approval for engagement is granted, I Win Securities will, in conjunction with the underwriters’ legal advisers, review and comment on the underwriting agreement, which will typically be signed on or before the date of the prospectus (in the case of public offer underwriting agreement) and on or about the date of price determination (in the case of placing underwriting agreement).
Deal execution: in execution of the projects, I Win Securities will mainly perform the following tasks: (i) forming the underwriting syndicate and liaising and coordinating with each syndicate member; (ii) arranging the marketing and book-building process; (iii) monitoring the FRR compliance and any market, credit and liquidity risks on an ongoing basis; (iv) reviewing and executing underwriting documentation; (v) enquiring the independence of the relevant investors; (vi) monitoring dispatch of the prospectus, refund cheques and share certificates; and (vii) monitoring the project.
Completion: I Win Securities are responsible for monitoring the settlement of all underwriting transactions and retaining all of the internal records and files in accordance with our internal control policy and the relevant laws and regulations. Debit notes for our commissions will be issued to the clients in accordance with the payment terms set out in the engagement letter or the underwriting agreement.
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Securities Brokerage and Dealing Services
The securities brokerage, dealing and trading services are provided through I Win Securities, which is licensed under the SFO to carry on Type 1 (dealing in securities) regulated activity as defined under the SFO. As of the date of the annual report, the securities trading service is comprised of a team of 9 staff dealers (7 of which are also the Responsible Officers of I Win Securities) and 8 self-employed Account Executives (“AE”), all of whom were licensed under the SFO. For the years ended March 31, 2026, 2025, and 2024, brokerage commission and other related ancillary services fees income generated from our securities trading business was approximately US2.29 million, US$0.46 million, US$0.53 million, respectively, representing approximately 31.45%, 8.36%, and 37.35% of our total revenue for the respective years.
I Win Securities offers securities trading services, including dealing and brokerage services for trading of securities on the Hong Kong Stock Exchange and on other overseas exchanges. I Win Securities also facilitates subscriptions to IPOs and secondary placings, either conducted by Hong Kong issuers who engage our placing and underwriting services or conducted by other financial services providers in Hong Kong, such as investment banks and other securities brokerage firms. I Win Securities also provides ancillary services related to the securities brokerage and dealing services, including the provision of nominee services (to assist clients with the collection of share certificates or dividends), custodian services, scrip handling services and handling services for corporate actions.
I Win Securities is a Stock Exchange Participant with requisite trading rights which allow us to execute trades, as an intermediary, of securities listed on the Hong Kong Stock Exchange. In order to facilitate the trading by our Operating Subsidiaries’ clients of securities listed on U.S. stock exchanges, I Win Securities has also established arrangements with various external brokers in the U.S. who possess requisite trading rights with the U.S. stock exchanges which enable our Operating Subsidiaries to arrange relevant trades through them. Our Operating Subsidiaries maintain securities trading accounts with such external brokers and are required to pay brokerage commissions and fees to them for orders we placed with them on behalf of our clients. Our Operating Subsidiaries do not conduct actual brokerage activities in the U.S. stock exchanges.
Trading Accounts
The clients must maintain a securities trading account with our Operating Subsidiaries before they may place any securities trading orders with us. After opening a securities trading account, the client may place trading orders (i) by phone; (ii) onsite at our office premises by submitting an order ticket; or (iii) through an online trading platform, which can be accessed by web browser through our website at www.iwinsec.com or by mobile device application.
The securities trading account holders are provided with their own usernames and passwords to log into our Operating Subsidiaries’ online trading platform for carrying out trading activities. Other than placing securities trading orders, the online trading platform also allows the clients to trace the transaction status and account balances on a real-time basis and review their transaction histories for the past twelve months. For those trading orders placed by phone, all relevant phone communications with the customers are recorded by our telephone recording system as our Operating Subsidiaries’ internal control measures.
Types of Account
As of March 31, 2026, 2025 and 2024, we had a total of 4,707, 4,145 and 2,313 trading accounts comprising 4,338, 3,871 and 2,133 trading accounts of retail clients (including individual and joint accounts) and 369, 274 and 215 trading accounts of institutional and corporate clients. As of March 31, 2026, out of all our trading accounts, 346 were active accounts. The active account being clients whose accounts recorded at least one trading activity, for purchase and/or sale of securities, broking transaction, in the past twelve months.
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All trade orders placed by the clients are managed by our Operating Subsidiaries’ self-employed Account Executives (“AE”) or staff dealers. The staff dealers are full-time employees of I Win Securities and are entitled to a fixed monthly salary, statutory employee benefit, and certain staff dealers are also entitled to a portion of the brokerage commission generated from trades in Referred Accounts of clients referred by them, in addition to the fixed monthly salary and benefit. The AEs are mainly responsible for sourcing clients and handling client relationship, serving and handling the Referred Accounts under their own portfolio, as well as processing trading orders for their own clients. The AEs are self-employed rather than employees of our Operating Subsidiaries, and are engaged on a commission basis (i.e. entitled to a portion of commissions generated from Referred Accounts of clients sourced and referred to our Operating Subsidiaries exclusively by them), and are not entitled to contractual fixed remuneration such as fixed monthly salary or statutory employee benefits. The engagement of AEs on a self-employed basis is in line with industry practice in Hong Kong, and enables our Operating Subsidiaries to broaden the business network, and reach out to more potential clients whilst minimizing staff costs in a relatively lean staff structure.
The securities trading accounts are categorized as House Accounts and Referred Accounts. The trading account(s) whose holders are walk-in clients or clients introduced by our Operating Subsidiaries’ management without the direct involvement or referral of our staff dealers or AEs are classified as House Accounts, while customers sourced by the AE and staff dealer through their personal networks are classified as Referred Accounts. As of March 31, 2026, 2025 and 2024, we had 1,023, 962 and 308 House Accounts, and 3,684, 3,183 and 2,005 Referred Accounts, respectively.
External Brokers
As I Win Securities are a licensed corporation in Hong Kong with integration into the trading systems of the Hong Kong Stock Exchange and the CCASS clearing system, it manages the processing of the securities transactions independently for securities listed on the Hong Kong Stock Exchange. For securities trading on overseas stock exchanges in which our Operating Subsidiaries do not have any trading right, I Win Securities have entered arrangements with various oversea brokerage firms, who have requisite trading rights and/or being a trading participant of overseas stock exchanges. Currently, our Operating Subsidiaries enable the clients who have made appropriate applications to trade securities listed on U.S. exchanges. For clients trading securities listed on U.S. exchanges, they are generally conducted on our Operating Subsidiaries’ online trading platform which connects to an external broker for execution.
At the date of the annual report, Our Operating Subsidiaries have engaged ViewTrade Securities, Inc. (“ViewTrade”), a securities broker-dealer in the U.S., as the primary external broker for the U.S. exchanges. Our Operating Subsidiaries maintain securities trading accounts with ViewTrade and have entered into standard brokerage agreements with them. It is required to pay commissions and fees to the external broker at agreed rates for orders our Operating Subsidiaries placed with them on behalf of the clients. In turn, our Operating Subsidiaries charge the clients a markup on commissions and fees at agreed rates on top of the amounts our Operating Subsidiaries are required to pay to external brokers. ViewTrade, as the external broker, is responsible for carrying out the trades as well as safekeeping the assets in our designated accounts with them.
Brokerage Commission and Pricing Policy
Act as an intermediary between buyers and sellers of securities listed on the Main Board and GEM of the Hong Kong Stock Exchange, we charge a brokerage commission for arranging the execution and/or executing trade orders on behalf of the clients. We also charge brokerage commission in connection with dealing in securities (namely, subscriptions to IPOs and secondary placing of listed issuers) which we facilitated through our placing and underwriting services. The brokerage commission we charge our clients for an executed trade in the overseas exchanges will include the total fees charged by the overseas external brokers, together with a brokerage commission which we will charge for arranging the trade through these overseas external brokers.
The brokerage services revenue represents commission and brokerage fee which is recognized on a trade date basis when the relevant transactions are executed. Commission income generated from the House Accounts is completely attributed to us, while the income generated from the Referred Accounts are shared between the responsible AEs and staff dealers and us. The sharing portion of commissions varies among each AE Referred Account and is determined on a case-by-case basis, taking into account factors including the clients’ transaction histories, trading volumes and frequencies, financial positions, and the prevailing commission rates.
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In respect of House Accounts, the existing standard brokerage commission rate for online trading is 0.15% with a minimum charge of HK$50 (approximately US$6.4), whereas the existing standard brokerage commission rate for phone trading is 0.25% with a minimum charge of HK$100 (approximately US$12.8). Our Operating Subsidiaries may offer, and some clients would request, for a lower commission rate. These offers are made and approved by us on a case-by-case basis, based on considerations such as (i) the brokerage commission charged by other securities brokerage firms who provide a similar quality of services as we provide and, (ii) arm’s length negotiation with our clients with reference to their background and profile (including their trading history, current and predicted volume and frequency of trades, financial credibility and the length of client relationship). For example, our Operating Subsidiaries may agree to offer clients who are active traders a more favorable commission rate if their trading volume reach or are expected to reach a certain prescribed amount.
In respect of Referred Accounts, our Operating Subsidiaries generally permit its staff dealers and AEs to negotiate with our clients in respect of the amount of brokerage commission chargeable on Referred Accounts. In respect of Referred Accounts, out of the commission rate our Operating Subsidiaries charge its clients for executing and/or arranging execution of trades ranged from 0.04% to 0.25% of the transaction value of the relevant trade order, our Operating Subsidiaries generally retain a range of commissions ranging from 0.02% to 0.125% of the transaction value (as agreed with our staff dealers and AEs).
In respect of subscription to Hong Kong IPOs and secondary placing transactions procured through the placing and underwriting services, our Operating Subsidiaries charge our client a commission of at 1.0% of the subscription price of relevant securities, which is equivalent to the amount set for the IPO in the Hong Kong Stock Exchange transaction, pursuant to paragraph 7 of Appendix 8 to the Main Board Listing Rules and paragraph 6 of Appendix 9 to the GEM Listing Rules or other applicable requirements.
For the years ended March 31, 2026, 2025, and 2024, we generated a total securities brokerage commission of approximately US$ 980,261, US$329,246, and US$398,179 respectively. The commission income derived from the brokerage of trades in overseas markets represents approximately 10%, 1%, 2% respectively of our total revenue for the years ended March 31, 2026, 2025, and 2024, respectively while the commission income we derived from the brokerage of trades on the Hong Kong Stock Exchange for the same period was approximately 3%, 5%, and 27% of our total revenue in the respective years.
The table below sets out a geographical breakdown of the commission and brokerage income for the years indicated:
| For the Years Ended March 31 | ||||||||||||||||||||||||
| 2024 | 2025 | 2026 | ||||||||||||||||||||||
| Brokerage commissions income | Brokerage commissions income | Brokerage commissions income | ||||||||||||||||||||||
| Hong Kong Stock Exchange | US$ | 375,928 | 94.00 | % | US$ | 270,689 | 82 | % | US$ | 217,466 | 22 | % | ||||||||||||
| U.S. exchanges | US$ | 22,251 | 6.00 | % | US$ | 58,557 | 18 | % | US$ | 762,795 | 78 | % | ||||||||||||
| Other exchanges | US$ | - | - | % | US$ | - | - | % | US$ | - | - | % | ||||||||||||
| Total | US$ | 398,179 | 100.00 | % | US$ | 329,246 | 100.00 | % | 980,261 | 100 | % | |||||||||||||
Collaboration with Other Financial Services Providers
To maximize our profitability by utilizing the Operating Subsidiaries’ network with other financial services providers in Hong Kong and existing and potential securities brokerage clients network, our Operating Subsidiaries also collaborate with other financial services providers in Hong Kong, in particular, the major investment banks and other securities brokerages firm which we have a close relationship with, to introduce and refer institutional, high-net-worth, and retail investors to: a) open securities trading account in the financial services provider we collaborate with; and b) subscribe the IPOs and placings conducted by these financial services providers. In return, the Operating Subsidiaries charge financial services providers which we referred clients to an introduction/referral fee. The introduction/referral fee is negotiated on a case-by-case basis between financial services provider we collaborate with and us, for a fixed amount of fee, or a certain percentage of either the total amount of commission generated by the investors introduced by us in relation to the secondary market trading or subscription fee paid by the investors introduced by us in relation to the IPOs and placings. For the years ended March 31, 2026, 2025, and 2024, the total income generated as the introduction/referral fee amounted to approximately US$2.4 million, US$4.68 million, and US$0.26 million, respectively, representing approximately 33.03%, 85.65%, and 18.81% of our total revenue, respectively.
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Ancillary Services
Depending on specific needs of our clients, the Operating Subsidiaries provide various other ancillary services related to our securities brokerage and dealing services, including the provision of nominee services (to assist clients with the collection of share certificates or dividends), custodian services, scrip handling services and handling services for other corporate actions. For such services, the Operating Subsidiaries charge our clients a scrip fee, dividend collection fee, custodian fee and/or handling service fee (as applicable), which are recognized when the agreed services have been provided and completed. For the years ended March 31, 2026, 2025, and 2024, the total income generated from the ancillary services amounted to approximately US$1.31 million, US$0.21 million, and US$0.13 million, respectively, representing approximately 17.98%, 3.79%, and 9.08% of our total revenue, respectively.
Asset Management Services
We provide our asset management services through I Win Asset Management. I Win Asset Management manages discretionary accounts whereby we were appointed as the agent of the clients to manage portfolios on their behalf. I Win Asset Management also manages a Cayman Islands offshore fund, I Win Growth SPC (the “Fund”) and AVIA Trust Limited (“Avia Trust”), a professional trust and escrow services provider registered under the Trustee Ordinance of Hong Kong. I Win Asset Management have set up an investment committee to: (i) set and review the basket of securities which our discretionary accounts, AVIA Trust Limited and I Win Growth SPC Fund are eligible to buy; (ii) decide the asset allocations; (iii) approve or reject the investment proposals; and (iv) review the performance and compliance matters of our discretionary accounts, AVIA Trust Limited and I Win Growth SPC Fund.
Funds Management Services
I Win Asset Management acts as the investment manager for different funds. For the years ended March 31, 2026, 2025 and 2024, we recognized management fees and performance fees income of US$495,101, US$60,012 and nil, respectively, derived from the funds management services to Avia Investment SPC – Global High-Yield Bond Fund SP and IWIN Growth SPC-Fund 2 SP.
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In August 2024, I Win Asset Management entered into the Investment Management Agreement with AVIA Investment SPC, a segregated portfolio company incorporated under the laws of Cayman Islands. I Win Asset Management was appointed as the investment manager for AVIA Investment SPC to manage, on a discretionary basis, the assets of the fund. I Win Asset Management charges management fee of one-twelfth of 1% per month of the Net Asset Value of the Class A Shares and one-twelfth of 1.2% per month of the Net Asset Value of the Class B Shares on the valuation point on the month to which relates, payable in arrears.
Advisory Services
We provide investment advisory services to our clients through I Win Securities, which is licensed with the SFC to carry on type 4 (advising on securities) regulated activity. We act as investment advisors to our clients and provide them with (i) investment advice incidental to our securities trading services; and (ii) investment consultancy and advisory whereby we render investment research and financial and investment-related advisory services to our customers in return for a fixed monthly fee.
We provide our securities brokerage and dealing customers with various advice in respect of securities traded through us. Such advice is provided typically to guide the investment decisions of our clients and may include advice relating to the latest buy/sell prices. We also provide investment consultancy and advisory services, whereby we meet with clients regularly to discuss and advise on investment-related matters upon their request and issue research reports in return for a fee. Our investment advisory fees were determined on a case-by-case basis after arm’s length negotiations with each client. We charged our clients a fixed advisory fee which was determined with reference to, among others, the scope of our duties, the length of time we expected to spend on the transaction, the complexity of the topics of research and our expected workload.
For years ended March 31, 2026, 2025, and 2024, the total income generated from our advisory services amounted to approximately US$0.39 million, US$0.01 million, and US$0.42 million, respectively, accounted for 5.39%, 0.19%, and 29.88% of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively.
Due Diligence Services
We introduced a new due diligence service during the year ended March 31, 2025. We engage in distinct due diligence service agreements with our customers, providing them with due diligence reports in return for a one-time fixed due diligence service fee. Due diligence service fees accounted for nil, 1.46%, and nil of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively.
Introducing and Referral Income:
We derive introducing and referral income from the introduction of customers to other financial service providers or other interested parties. We charge an introducing and referral income structured as a fixed lump sum or monthly fee basis with amounts contractually determined based on the nature and scope of the referral arrangement as identified in the contract. Introducing and referral income amounted to approximately US$2.40 million, US$4.68 million, and US$0.26 million, and accounted for 33.03%, 85.65%, and 18.81% of our total revenues for the years ended March 31, 2026, 2025, and 2024, respectively.
Our Customers
Clients/customers of the Operating Subsidiaries’ placing and underwriting services include issuers listed on the Stock Exchange, companies seeking to be listed on the Stock Exchange and other SFO licensed corporation which act as the bookrunners, lead managers, underwriters and/or placing agents in respect of placing and/or underwriting engagements. The clients/customers of the Operating Subsidiaries’ securities dealing and brokerage services include corporate, institutional, and retail investors. The clients/customers of the asset management business are mainly professional investors and high net worth individuals based in Hong Kong and Mainland China. The Operating Subsidiaries’ customers are typically referred to us by the managements of the Operating Subsidiaries, professional parties, licensed employees, self-employed AEs, or by existing clients.
We had a concentration of revenues of 59%, 88%, and 63% from the top five customers for the years ended March 31, 2026, 2025, and 2024 respectively.
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The following table outlines the concentration of each of the top five customers comparing to our total revenues.
For the fiscal year ended 31 March, 2026:
| Service provided by our Operating Subsidiaries | For the Fiscal Year Ended March 31, 2026 Concentration (%) | |||||
| Largest customer | Introducing/referral income | 32 | % | |||
| 2nd largest customer | Underwriting/Placing | 12 | % | |||
| 3rd largest customer | Underwriting/Placing | 7 | % | |||
| 4th largest customer | Investment management fee income | 5 | % | |||
| 5th largest customer | Advisory | 3 | % | |||
| Total | 59 | % | ||||
For the fiscal year ended 31 March, 2025:
| Service provided by our Operating Subsidiaries | For the Fiscal Year Ended March 31, 2025 Concentration (%) | |||||
| Largest customer | Introducing/referral income | 54 | % | |||
| 2nd largest customer | Introducing/referral income | 31 | % | |||
| 3rd largest customer | Due Diligence services fees | 1 | % | |||
| 4th largest customer | Investment management fee income | 1 | % | |||
| 5th largest customer | Handling income | 1 | % | |||
| Total | 88 | % | ||||
For the fiscal year ended 31 March, 2024:
| Service provided by our Operating Subsidiaries | For the Fiscal Year Ended March 31, 2024 Concentration (%) | |||||
| Largest customer | Advisory | 28 | % | |||
| 2nd largest customer | Underwriting/Placing | 14 | % | |||
| 3rd largest customer | Introducing/referral income | 11 | % | |||
| 4th largest customer | Introducing/referral income | 6 | % | |||
| 5th largest customer | Securities Dealing and Brokerage | 4 | % | |||
| Total | 63 | % | ||||
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Our Suppliers
The Operating Subsidiaries have no major suppliers due to the nature of our business activities. The Operating Subsidiaries engage various service providers to provide services necessary for our business operations, such as software vendor, overseas external brokers, internet service providers, consultants, professional services providers, and the Stock Exchange, all of which are independent third parties.
Seasonality
Our subsidiaries currently do not experience seasonality in their operations.
Sales and Marketing
The staff dealers, self-employed Account Executives and senior management of the Operating Subsidiaries are responsible for performing sales and marketing activities of our brokerage business, asset management and placing and underwriting business, in particular, referring new clients to our Operating Subsidiaries, maintaining clients’ relationship with us, promoting our services to new and existing clients and handling clients’ enquiries.
Our Operating Subsidiaries generally source new clients and expand our business network through the personal networks of the management and account executives as well as referrals from the existing clients through the word-of-mouth. For our placing and underwriting business, the Responsible Officers are involved in pitching and liaising with our placing and underwriting clients; and the staff dealers and Account Executives are responsible for sales and marketing activities, including maintaining regular communication and good relationships with clients, other business partners and professional parties involved in placing and underwriting transactions.
Insurance
As per the Securities and Futures Ordinance, the Operating Subsidiaries, as the Participants of the Stock Exchange of Hong Kong Limited and carry out Type 1 regulated activities (dealing with securities), are required to take out and maintain insurance in relation to fidelity and crime risks in the manner prescribed by the Securities and Futures (Insurance) Rules. I Win Securities has in place the License Holders Insurance Scheme (LHI). The LHI does not cover professional indemnity or pure unauthorized trading where there is no intent or direct fund. The LHI, however, covers fidelity and crime risks, such as loss of client assets due to theft of employees or other fraudulent acts. The LHI has the expiring policy limit of HK$15,000,000 with an excess of HK$3,000,000 for every claim/loss.
In addition to the LHI, we also maintain property insurance which covers risks of Office Content, Business Interruption, Money and Assault, Public Liability, and Employee’s Compensation. We consider that our company currently maintains adequate insurance policies.
Aside from the insurance coverage described above, we do not currently maintain nor plan to purchase directors and officers liability insurance in the future. Our directors consider the existing insurances that we have in place are adequate for our business.
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Legal Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. As of the date of this report, we are not a party to, and we 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, nor have we experienced any incident of non-compliance which, in the opinion of our directors, is likely to materially and adversely affect our business, financial condition or operations. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.
Licenses and Permits
The securities market in Hong Kong is highly regulated. The principal regulatory bodies governing our business are the SFC and the Stock Exchange. Our principal business and our responsible personnel are subject to a number of legislations and regulations and the respective rules of the SFC, the Stock Exchange and, upon the Listing, the Listing Rules. In particular, due to the licensing requirements of the SFC, I Win Securities and I Win Asset Management are required to obtain necessary licenses to conduct their business in Hong Kong and their business and responsible personnel are subject to the relevant laws and regulations and the respective rules of the HKSFC.
As of the date of this annual report, I Win Securities is currently licensed under the SFO to carry on Type 1 (dealing in securities) regulated activities in Hong Kong, and I Win Asset Management is currently licensed under the SFO to carry on Type 4 (advising on securities) and Type 9 (asset management) regulated activities in Hong Kong.
These licenses have no expiry date and will remain valid unless they are suspended, revoked or cancelled by the HKSFC. The Operating Subsidiaries pay standard governmental annual fees to the HKSFC and are subject to continued regulatory obligations and requirements, including the maintenance of minimum paid-up share capital and liquid capital, maintenance of segregated accounts, and submission of audited accounts and other required documents, among others. ISWL, one of our operating subsidiaries, is currently responding to SFC inquiries following a recent SFC review. As at the date of this filing, the review is still on-going.
For the years ended March 31, 2026, 2025, and 2024, and up to the date of this annual report, we and our Operating Subsidiaries had obtained all requisite licenses, permits and certificates necessary to conduct our operations as set out in this report and we had complied with all applicable laws, regulations, rules, codes and guidelines in Hong Kong in connection with our business and operation in all material respects.
Regulations Related to the PRC
Transfers of Cash to and from Our Subsidiary
Garden Stage has no operations of its own. It conducts all of its operations in Hong Kong through its Operating Subsidiaries, and at present, it also has a subsidiary that is incorporated in Mainland China, which has not commenced business operations. Garden Stage may rely on dividends or payments to be paid by our Operating Subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. If our Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Cash is transferred through our organization in the following manner: (i) funds are transferred from Garden Stage, our holding company incorporated in Cayman Islands, to our Operating Subsidiaries in Hong Kong in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating Subsidiaries in Hong Kong to Garden Stage. If Garden Stage intends to distribute dividends to its shareholders, it will depend on payment of dividends from the Operating Subsidiaries to Garden Stage in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by Garden Stage to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.
There is no restriction under the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) on the amount of funding that Garden Stage may provide to its subsidiary in Hong Kong (i.e., Garden Stage to Operating Subsidiaries) through loans or capital contributions, provided that such provision of funds is in the best interests of, and of commercial benefit to, Garden Stage. The Operating Subsidiaries are also permitted under the laws of Hong Kong, to provide funding to Garden Stage, through dividend distributions or payments, without restrictions on the amount of the funds.
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We can distribute accumulated and realized profits (so far as not previously utilized by distribution or capitalization) available for distribution less its accumulated loss (to the extent that they have not been previously written off in a reduction or reorganization of capital) by dividends from our Operating Subsidiaries in Hong Kong to the Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolutions of directors, authorize and declare a dividend to shareholders from time to time and of an amount they deem fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of our assets will exceed our liabilities, and Garden Stage will be able to satisfy our debts as they fall due in the ordinary course of business. According to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), a company may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this annual report.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
Furthermore, as of the date of this annual report, there are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between Garden Stage and its subsidiaries, across borders and to U.S. investors, nor are there any restrictions and limitations to distribute earnings from our business and subsidiaries, to Garden Stage and U.S. investors and amounts owed. While the laws and regulations of Mainland China have no impact on our ability to transfer cash or assets between Garden Stage and our Operating Subsidiaries or to the investors in the U.S., however, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as our Operating Subsidiaries), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assets by the PRC government on the ability of Garden Stage or our Operating Subsidiaries to transfer cash and/or assets. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Garden Stage or the Operating Subsidiaries to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to entities outside of Hong Kong.
Any limitation, if imposed in the future, on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavourably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless. For a more detailed discussion of how the cash is transferred within our organization. See “Risk Factors — Risks related to Doing Business in Hong Kong and Mainland China — Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36 and “Dividend Policy” on page 146 for further details.
For fiscal years ended March 31, 2024, 2025, and 2026, and up to the date of this annual report, no transfer of cash or other types of assets has been made between Garden Stage and its Operating Subsidiaries; and Garden Stage, our holding company, has not declared or made any dividends or other distribution to its shareholders in the past, nor has any dividends or distributions been made by our Operating Subsidiaries to Garden Stage. Furthermore, no payments of any kind (including transfers, capital contributions and loans) have been made between Garden Stage and our subsidiaries, or by our Operating Subsidiaries to Garden Stage. For fiscal years ended March 31, 2024, 2025, and 2026, and up to the date of this annual report, our subsidiaries have not declared or made any dividends.
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If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Operating Subsidiaries by way of dividend payments.
We do not have any present plan to declare or pay any dividends on our Class A Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. See “Risk Factors — Risks related to Doing Business in Hong Kong and Mainland China — “Our subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict their ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares.” on page 36, and the audited consolidated financial statements and the accompanying footnotes beginning on F-7 of this annual report, for more information.
Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) Mainland China, and (ii) Hong Kong.
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On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.
On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed.
Our auditor, J&S Associate PLT, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is a firm headquartered in Malaysia and registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards with the last inspection in February 2024. As of the date of this annual report, our auditor is not subject to and not affected by the PCAOB’s December 2021 Determination Report.
However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. Furthermore, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, which would add uncertainties to our offering, and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Item 3. Key Information - 3.D. Risk Factors — Risks Relating to our Class A Ordinary Shares — The PCAOB may be unable to inspect or fully investigate our auditors as required under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable to conduct such inspections for two consecutive years, the SEC will prohibit the trading of our shares. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections.” on page 37 of this annual report.
Regulatory Development in the PRC
We are a holding company incorporated in the Cayman Islands with all of the operations conducted by our Operating Subsidiaries in Hong Kong. We have also established an insignificant wholly foreign-owned enterprise (“WFOE”) in Mainland China, which is the only entity in our corporate structure that is incorporated in Mainland China. We currently do not have, nor do we have any plan to enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China.
Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Accordingly, we believe that the PRC laws and regulations on cybersecurity, data security, and the oversight and control over overseas securities offerings do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future.
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We are aware that, in recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. This indicated the PRC government’s intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. Since these statements and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operation, its ability to accept foreign investments, and the continued listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.
Although we currently do not have operations in Mainland China, should we expand our operations in Mainland China in the future, we could face legal and operational risks associated with such expansion and operations in Mainland China. The Chinese government has significant authority to exert influence on the ability of a China-based company, such as Shenyang, to conduct its business. Therefore, our investors face potential uncertainty from the PRC government. Changes in China’s economic, political or social conditions or government policies could materially adversely affect Garden Stage and its affiliated entities’ business and results of operations. For example, Garden Stage faces risks associated with PRC governmental authorities’ significant oversight and discretion over the businesses and financing activities of Shenyang, the requirement of regulatory approvals for offerings conducted overseas by and foreign investment in China-based issuers, the use of variable interest entities, the enforcement of anti-monopoly regime, the regulatory oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our subsidiaries’ operations and the value of our ordinary shares, significantly limit or completely hinder our ability and the ability of any holder of our Class A Ordinary Shares or other securities of Garden Stage to offer or continue to offer such securities to investors, or cause the value of such securities to significantly decline. In particular, recent statements and regulatory actions by China’s government, such as those related to data security or anti-monopoly concerns, as well as the PCAOB’s ability to inspect our auditors, may impact our ability to conduct business through Shenyang, accept foreign investments, or be listed on a U.S. or other foreign stock exchange. See “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in Hong Kong and Mainland China – The PRC government may intervene or influence the Mainland China, as well as Hong Kong, operations of an offshore holding company, such as ours, at any time. The PRC government may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may result in a material adverse change to our subsidiaries’ business operations, including our subsidiaries’ operations in Hong Kong.” on page 30 of this Annual Report, and “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in Hong Kong and Mainland China – The enforcement of laws and rules and regulations in the PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiaries’ operations and/or the value of the securities we are offering.” on page 35 of this Annual Report.
Cybersecurity review
On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.
On December 24, 2021, the CSRC together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.
On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that 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. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business in the future.
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Our Operating Subsidiaries may collect and store data (including certain personal information) from their customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). We do not expect the Measures to have an impact on our business or operations, given that (i) our Operating Subsidiaries that we conduct business operations through are incorporated in Hong Kong (ii) we have only one insignificant subsidiary in Mainland China with no direct operations in Mainland China, and (iii) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the Mainland China shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). We believe that our Operating Subsidiaries in Hong Kong will not be deemed to be an “Operator” required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries through which we conduct operations are incorporated in Hong Kong and operate in Hong Kong without any subsidiary or VIE structure in Mainland China and each of the Measures, the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) as of date of this annual report, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries has collected is stored in servers located in Hong Kong; and (iv) as of the date of this annual report, our Operating Subsidiaries has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. We believe that our subsidiary in Mainland China will not be deemed to be an “Operator” required to file for cybersecurity review for any offering in the United States, because we do not conduct any operations through such subsidiary. Therefore, we are not covered by the permission requirements from CSRC or CAC.
Data Security Law
The PRC Data Security Law (the “Data Security Law” or “DSL”), which was promulgated by the Standing Committee of the National People’s Congress on June 10, 2021 and took effect on September 1, 2021, requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. According to Article 2 of the Data Security Law, DSL applies to data processing activities within the territory of Mainland China as well as data processing activities conducted outside the territory of Mainland China which jeopardize the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Any entity failing to perform the obligations provided in the Data Security Law may be subject to orders to correct, warnings and penalties including ban or suspension of business, revocation of business licenses or other penalties. As of the date of this annual report, although we do have a subsidiary in Mainland China, we do not have any operation or maintain any office or personnel in Mainland China, and we have not conducted any data processing activities which may endanger the national interest or the public interest of PRC or the rights and interest of any PRC organization and citizens. Therefore, we do not believe that the Data Security Law is applicable to us.
CSRC Filing or approval
On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Based on our understanding of the Chinese laws and regulations currently in effect at the time of this annual report, we will not be required to submit an application to the CSRC for its approval of our IPO and the continued listing and trading of our Class A Ordinary Shares on the Nasdaq under the M&A Rules. However, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented, and the opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion.
The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by PRC-based companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this annual report, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.
On December 24, 2021, the CSRC, together with other relevant PRC government authorities issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations requires that Overseas Issuance and Listing shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations.
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On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies.
Since recent statements, laws and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement of unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. It also remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.
As of the date of this annual report, although we have a subsidiary in Mainland China, we have no operations in Mainland China. Our Operating Subsidiaries are located in, and operate in, Hong Kong, a special administrative region of the PRC. We believe that the PRC government does not exert direct influence and discretion over the manner we conduct our business activities in Hong Kong, outside of Mainland China, as of the date of this annual report. We do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, particularly, on listed overseas using VIE structure as we do not currently have any VIE or contractual arrangements in Mainland China.
However, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiaries. In light of PRC’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in PRC can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time, or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
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Permissions required from Hong Kong and PRC authorities
As of the date of this annual report, Garden Stage and our Operating Subsidiaries are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the United States and issuing our Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by the Company and/or its subsidiaries or denied by any relevant authorities. As of the date of this annual report, apart from business registration certificates, Garden Stage and our Operating Subsidiaries are not required to obtain any permission or approval from Hong Kong authorities to operate our business. Our Hong Kong Operating Subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate its business in Hong Kong, including but not limited to its business registration certificates.
As of the date of this annual report, based on PRC laws and regulations effective as of the date of this annual report, the Company is not required to obtain permissions or approvals from any PRC authorities before listing in the United States, including the filings under the Trial Measure, and to issue our Ordinary Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether listing and/or offerings conducted by Hong Kong-based companies are subject to this regulation; (ii) our Operating Subsidiaries are established and operates in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC; and (iii) although we have one subsidiary in Mainland China, we do not conduct any operations through such subsidiary. Garden Stage and its Operating Subsidiaries are not required to obtain any permissions or approvals from any Chinese authorities to operate their business as of the date of this annual report. No permissions or approvals have been applied for by us or denied by any relevant authority.
In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.
However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Uncertainties still exit, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. In the event that the operation of us or our Operating Subsidiaries in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiaries and us, given the substantial operations of our Operating Subsidiaries in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.
In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks as those operated in Mainland China, including the ability to offer securities to investors, list their securities on a U.S. or other foreign exchanges, conduct their business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies. Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
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Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”)
The mandatory provident fund scheme (“MPF Scheme”) is defined contribution retirement scheme managed by authorised independent trustees. The MPFSO provides that an employer shall participate in an MPF Scheme and make contributions for its employees aged between 18 and 65. Under the MPF Scheme, an employer and its employee are both required to contribute 5% of the employee’s monthly relevant income as mandatory contribution for and in respect of the employee, subject to the minimum and maximum relevant income levels for contribution purposes. The maximum level of relevant income for contribution purposes is currently HK$30,000 per month.
Regulations Related to our Business Operation in Hong Kong
Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong.
Introduction
The Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) including its subsidiary legislation, is the principal legislation regulating the securities and futures industry in Hong Kong, including the regulation of securities and futures markets and leveraged foreign exchange trading, the offering of investments to the public in Hong Kong, and intermediaries and their conduct of regulated activities. In particular, Part V of the SFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.
The SFO is administered by the HKSFC, which is the statutory regulatory body that governs the securities and futures markets and non-bank retail leveraged foreign exchange market in Hong Kong.
In addition, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CWUMPO”) including its subsidiary legislation also provides that the HKSFC is responsible for authorizing the registration of prospectuses for offerings of shares and debentures in Hong Kong and/or granting exemptions from strict compliance with the provisions in the CWUMPO. The SFO provides that the HKSFC is also responsible for authorizing certain securities (including the relevant offering documents) that are not shares or debentures.
The Hong Kong securities market (with respect to listed instruments) is also governed by the rules and regulations introduced and administered by the Stock Exchange of Hong Kong Limited (the “SEHK”).
The HKSFC
The HKSFC is an independent statutory body which administers the SFO and is responsible for regulating the securities and the futures industry in Hong Kong. The HKSFC works to strengthen and protect the integrity and soundness of Hong Kong’s securities and futures markets for the benefit of investors and the industry.
As set out in the SFO, the HKSFC’s regulatory objectives are:
| ● | to maintain and promote the fairness, efficiency, competitiveness, transparency, and orderliness of the securities and futures industry; |
| ● | to promote understanding by the public of financial services including the operation and functioning of the securities and futures industry; |
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| ● | to provide protection for members of the public investing in or holding financial products; |
| ● | to minimize crime and misconduct in the securities and futures industry; |
| ● | to reduce systemic risks in the securities and futures industry; and |
| ● | to assist the Financial Secretary of Hong Kong in maintaining the financial stability of Hong Kong by taking appropriate actions in relation to the securities and futures industry. |
The HKSFC has five operational divisions, which are corporate finance, enforcement, intermediaries (including licensing and intermediaries supervision), investment products, and supervision of markets. The HKSFC is also supported by the corporate affairs and legal services divisions.
Below are some of the participants in the securities market that the HKSFC regulates in achieving the regulatory objectives under the SFO:
| ● | Brokers, investment advisers, fund managers, and intermediaries carrying out the regulated activities as listed in “Licensing Regime Under the SFO — Types of Regulated Activities” below; |
| ● | Listed companies; |
| ● | Hong Kong Exchanges and Clearing Limited; and |
| ● | Market participants (including investors). |
Licensing Regime Under the SFO
The functions of the HKSFC, as a gatekeeper of standards for individuals and corporations seeking approval to enter into the securities and futures markets of Hong Kong, include the following:
| ● | grant licenses to those who are appropriately qualified and can demonstrate their fitness and properness to be licensed under the SFO; |
| ● | maintain online a public register of licensed persons and registered corporations; |
| ● | monitor the ongoing compliance of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations; and |
| ● | initiate policies on licensing issues. |
The HKSFC operates a system of authorizing corporations and individuals (through licenses) to act as financial intermediaries. Under the SFO, a corporation that is not an authorized financial institution and is:
| ● | carrying on a business in a regulated activity (or holding out as carrying on a regulated activity), or; |
| ● | actively marketing, whether in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if provided in Hong Kong, must be licensed by the HKSFC to carry out that regulatory activity, unless one of the exemptions under the SFO applies. |
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In addition to the licensing requirements on corporations, any individual who: (i) performs any regulated function in relation to a regulated activity carried on as a business, or (ii) holds himself out as performing such regulated activity, must be licensed separately under the SFO as a Licensed Representative accredited to his principal.
Types of Regulated Activities
The SFO provides a licensing regime under which a person needs a license to carry on different types of regulated activities as specified in Schedule 5 of the SFO. The different types of regulated activities are set out as follows:
| Type 1: | dealing in securities; | |
| Type 2: | dealing in futures contracts; | |
| Type 3: | leveraged foreign exchange trading; | |
| Type 4: | advising on securities; | |
| Type 5: | advising on futures contracts; | |
| Type 6: | advising on corporate finance; | |
| Type 7: | providing automated trading services; | |
| Type 8: | securities margin financing; | |
| Type 9: | asset management; | |
| Type 10: | providing credit rating services; | |
| Type 11: | dealing in OTC derivative products or advising on OTC derivative products; | |
| Type 12: | providing client clearing services for OTC derivative transactions. |
The amendments to the SFO in relation to Type 11 regulated activity is, as of the date of this annual report, not yet in operation. The day on which the Type 11 regulated activity will come into operation will be appointed by the Hong Kong Secretary for Financial Services and the Treasury by notice published in the Gazette.
The Type 12 regulated activity came into operation on September 1, 2016 pursuant to the Securities and Futures (Amendment) Ordinance 2014 (Commencement) Notice 2016 (L.N. 27 of 2016), in so far as it relates to paragraph (c) of the new definition of “excluded services” in Part 2 of Schedule 5 to the SFO. The licensing requirement with respect to Type 12 regulated activity is, as of the date of this annual report, not yet in operation and the effective date will be appointed by the Hong Kong Secretary for Financial Services and the Treasury by notice published in the Gazette.
As of the date of this annual report, we are licensed under the SFO to conduct the following regulated activities:
| Company | Type of Regulated Activities | |
| I Win Securities Limited (“IWSL”)1 | Type 1 | |
| I Win Asset Management Limited (“IWAML”)2 | Type 4 and Type 9 |
| 1 | There is no condition on the SFC license of IWSL. |
| 2 | The following conditions are currently imposed on the SFC license of IWAML: (a) the licensee shall only provide services to professional investors (the term “professional investor” is as defined in the SFO and its subsidiary legislation); and (b) the licensee shall not hold client assets (the terms “hold” and “client assets” are as defined under the SFO). |
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Licensed Corporation
For application as a licensed corporation, the applicant has to be incorporated in Hong Kong or an overseas company registered with the Companies Registry of Hong Kong. The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities as detailed in its business plan submitted to the HKSFC.
Detailed guidelines to meet the requirements and expectations of the HKSFC are contained in the following publications of the HKSFC:
| ● | the Guidelines on Competence; |
| ● | the Code of Conduct for Persons Licensed by or Registered with the HKSFC (the “Code of Conduct”); |
| ● | the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC; |
| ● | the Corporate Finance Adviser Code of Conduct; and |
| ● | the Fund Manager Code of Conduct. |
Responsible Officer
For each regulated activity conducted by a licensed corporation, it must appoint no less than two responsible officers, at least one of them must be an executive director, to directly supervise the business of such regulated activity. A responsible officer is an individual approved by the HKSFC to supervise the regulated activity or activities of the licensed corporation to which he or she is accredited. The same individual may be appointed to be a responsible officer for more than one regulated activity provided that he/she is fit and proper to be so appointed and there is no conflict in the roles assumed. An “executive director” of a licensed corporation is defined as a director of the corporation who (a) actively participates in; or (b) is responsible for directly supervising, any business of the regulated activities for which the corporation is licensed. Every executive director of the licensed corporation must apply to the HKSFC to become a responsible officer.
Qualification and Experience Required for Being a Responsible Officer
A person who intends to apply to be a responsible officer must demonstrate that he or she fulfils the requirements on both competence and sufficient authority. An applicant should possess appropriate ability, skills, knowledge, and experience to properly manage and supervise the corporation’s regulated activity or activities. Accordingly, the applicant has to fulfil certain requirements on academic and industry qualifications, relevant industry experience, management experience, and local regulatory framework paper as stipulated by the HKSFC.
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Managers-in-Charge of Core Functions (“MICs”)
Senior management is defined by the HKSFC to include directors, responsible officers and managers-in-charge of core functions of a licensed corporation. Pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management (the “Circular”) published by the HKSFC on December 16, 2016, with effect from April 18, 2017, a licensed corporation is required to designate certain individuals as managers-in-charge and provide to the HKSFC information about its MICs and their reporting lines. MICs are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of the following eight core functions of the licensed corporation(“Core Function(s)”):
| ● | overall management oversight; |
| ● | key business lines; |
| ● | operational control and review; |
| ● | risk management; |
| ● | finance and accounting; |
| ● | information technology; |
| ● | compliance; and |
| ● | anti-money laundering and counter-terrorist financing. |
Pursuant to the Circular, each licensed corporation should have at least one fit and proper person who is qualified to act in the capacity so employed or appointed as the MIC for each of its Core Functions. In a licensed corporation, one individual can be appointed as the MIC for more than one Core Function, or several individuals can be appointed as the MIC for one particular Core Function.
To determine whether an individual is a MIC of a particular Core Function, a licensed corporation should take into account the following:
| (1) | whether he or she has apparent or actual authority in relation to the particular Core Function |
An individual is a MIC if he/she:
| (a) | occupies a position within the corporation which is of sufficient authority to enable the individual to exert a significant influence on the conduct of that Core Function; |
| (b) | has authority to make decisions (e.g., assume business risks within pre-set parameters or limits) for that Core Function; |
| (c) | has authority to allocate resources or incur expenditures in connection with the particular department, division or functional unit carrying on that Core Function; and |
| (d) | has authority to represent the particular department, division or functional unit carrying on that Core Function, e.g., in senior management meetings or in meetings with outside parties. |
| (2) | his/her seniority within the licensed corporation |
The HKSFC generally expects that a MIC to:
| (a) | report directly to the board of the licensed corporation, or to the manager-in charge who assumes the overall management oversight function of the licensed corporation; and |
| (b) | be accountable for the performance or achievement of business objectives set by the board of the licensed corporation, or by the manager-in-charge who assumes the overall management oversight function. |
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MIC shall be responsible for, among other things, the following:
| ● | ensuring the maintenance of appropriate standards of conduct and adherence to proper procedures by the licensed corporation; |
| ● | properly managing the risks associated with the business of the licensed corporation, including performing periodic evaluation of its risk management processes; |
| ● | understanding the nature of the business of the licensed corporation, its internal control procedures and its policies on the assumption of risk; |
| ● | understanding the extent of their own authority and responsibilities; |
| ● | managing the anti-money laundering and counter-terrorist financing function; |
| ● | the adequacy and effectiveness of the licensed corporation’s internal control systems, including information management compliance, audit or related reviews, operational controls and risk management; and |
| ● | examining the appropriateness of internal control systems and making any necessary amendments or changes so that they are appropriate for the operations of the licensed corporation’s regulated business activities in Hong Kong. |
The management structure of a licensed corporation (including its appointment of MICs) should be approved by the board of the licensed corporation. The board should ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core function(s) for which he or she is principally responsible.
Licensed Representative
An individual is required to be a licensed representative if he/she performs a regulated function for his/her principal which is a licensed corporation in relation to a regulated activity carried on as a business, or he/she holds out as performing such function.
A person who intends to apply to be a licensed representative must fulfill the competence requirements as prescribed by the HKSFC. An applicant needs to establish that he/she has the requisite basic understanding of the market in which he/she is to work as well as the laws and regulatory requirements applicable to the industry. In assessing his/her competence to be licensed as a representative, the HKSFC will have regard to academic and industry qualification as well as regulatory knowledge. Detailed guidelines are contained in the Guidelines on Competence published by the HKSFC.
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Fit and Proper Requirement
Persons who apply for licenses under the SFO must satisfy and continue to satisfy after the grant of such licenses by the HKSFC that they are fit and proper persons to be so licensed. The Fit and Proper Guidelines issued by the HKSFC under section 399 of the SFO summaries certain matters that the HKSFC will generally consider when determining whether the applicant is a fit and proper person to be licensed under the SFO.
The Fit and Proper Guidelines apply to a number of persons including the following:
| (a) | an individual who applies for license or is licensed under Part V of the SFO; |
| (b) | a licensed representative who applies for approval or is approved as a responsible officer under Part V of the SFO; |
| (c) | a corporation which applies for license or is licensed under Part V of the SFO; |
| (d) | an authorized financial institution which applies for registration or is registered under Part V of the SFO; |
| (e) | an individual whose name is to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong); |
| (f) | an individual who applies to be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance (Chapter 155 of the Laws of Hong Kong). |
Under the Fit and Proper Guidelines, the HKSFC will consider the following matters of the applicant in addition to any other issues as it may consider to be relevant:
| (a) | financial status or solvency; |
| (b) | educational or other qualifications or experience having regard to the nature of the functions to be performed; |
| (c) | ability to carry on the regulated activity concerned competently, honestly, and fairly; and |
| (d) | reputation, character, reliability, and financial integrity of the applicant and other relevant persons as appropriate. |
The HKSFC will consider the above matters in respect of the person (if an individual), the corporation and any of its officers (if a corporation) or the institution, its directors, chief executive, managers and executive officers (if an authorized financial institution).
In addition to the above, the HKSFC may also take into account of the following matters:
| (a) | decisions made by such relevant authorities as stated in section 129(2)(a) of the SFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person; |
| (b) | in the case of a corporation, any information relating to: |
| (i) | any other corporation within the group of companies; or |
| (ii) | any substantial shareholder or officer of the corporation or of any of its group companies; |
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| (c) | in the case of a corporation licensed under section 116 or 117 of the SFO or registered under section of the SFO or an application for such license or registration: |
| (i) | any information relating to any other person who will be acting for or on its behalf in relation to the regulated activity; and |
| (ii) | whether the person has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions; |
| (d) | in the case of a corporation licensed under section 116 or section 117 of the SFO or an application for the license, any information relating to any person who is or to be employed by, or associated with, the person for the purposes of the regulated activity; and |
| (e) | the state of affairs of any other business which the person carries on or proposes to carry on. |
The HKSFC is obliged to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to be licensed. The onus is on the applicant to make out a case that the applicant is fit and proper to be licensed for the regulated activity.
Continuing Obligations of Licensed Corporations
Licensed corporations, licensed representatives, and responsible officers must remain fit and proper as defined under the SFO at all times. They are required to comply with all applicable provisions of the SFO and its subsidiary rules and regulations as well as the codes and guidelines issued by the HKSFC.
Outlined below are some of the key continuing obligations of our licensed corporations under the SFO:
| (a) | maintenance of minimum paid-up share capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) (the “FRR”); |
| (b) | maintenance of segregated account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong) (the “Client Securities Rules”); |
| (c) | maintenance of segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong); |
| (d) | issuance of contract notes, statements of account and receipts in accordance with the requirements under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong); |
| (e) | maintenance of proper records in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong); |
| (f) | submission of audited accounts and other required documents in accordance with the requirements under the Securities and Futures (Accounts and Audit) Rules (Chapter 571P of the Laws of Hong Kong); |
| (g) | maintenance of insurance against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong); |
| (h) | payment of annual fees and submission of annual returns to the HKSFC within one month after each anniversary date of the license; |
| (i) | notification to the HKSFC of certain changes and events in accordance with the requirements under the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong); |
| (j) | notification to the HKSFC of any changes in the appointment of MICs or any changes in certain particulars of MICs pursuant to the Circular to Licensed Corporations Regarding Measures for Augmenting the Accountability of Senior Management dated December 16, 2016 issued by the HKSFC; |
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| (k) | compliance with the continuous professional training and related record keeping requirements under the Guidelines on Continuous Professional Training issued by the HKSFC; |
| (l) | implementation of appropriate policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter Financing of Terrorism (For Licensed Corporations) (the “Anti-Money Laundering Guideline”) issued by the HKSFC; |
| (m) | compliance with the business conduct requirements under the Code of Conduct, the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC and other applicable codes, circulars and guidelines issued by the HKSFC; |
| (n) | compliance with employee dealings requirements under the Code of Conduct, which requires licensed corporations to implement procedures and policies on employee trading, to actively monitor the trading activities in their employees’ accounts and their related accounts; and |
| (o) | compliance with the Guidelines on Disclosure of Fees and Charges Relating to Securities Services and other applicable codes, circulars and guidelines issued by the HKSFC from time to time. |
Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong)
Minimum Capital Requirements and the FRR
Licensed corporations are required under section 145 of the SFO to maintain at all times a minimum level of paid-up share capital and liquid capital. Depending on the types of regulated activity that the licensed corporation is applying for, a licensed corporation has to maintain at all times paid-up share capital and liquid capital not less than the specified amounts according to the FRR.
Minimum Paid-up Share Capital
The following table sets out a summary of the key requirements on minimum paid-up share capital under the FRR which are applicable to IWSL and IWAML:
| Company | Type of Regulated Activities | Minimum Amount of Paid-up Share | ||||
| IWSL | Type 1 | HK$ | 10,000,000 | |||
| IWAML | Type 4 and Type 9 | Not applicable | ||||
Minimum amount of required liquid capital
The FRR also requires a licensed corporation to maintain minimum liquid capital. The minimum liquid capital requirements under the FRR that are applicable IWSL and IWAML are the higher of the amount of (a) and (b) below:
| (a) | the amount of: |
| Company | Type of Regulated Activities | Minimum Amount of Required Liquid Capital | ||||
| IWSL | Type 1 | HK$ | 3,000,000 | |||
| IWAML | Type 4 and Type 9 | HK$ | 100,000 | |||
| (b) | in the case of a corporation licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital which means 5% of the aggregate of (i) its adjusted liabilities, (ii) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (iii) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements. |
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Exchange and Clearing Participantship
As of the date of this annual report, IWSL is a participant of the following exchanges or clearing houses:
| Exchange/Clearing House | Type of Participantship | |
| SEHK | Type 1 Participants (Participant ID: 02092) | |
| HKSCC | Direct Clearing Participant Type 1 Participants (Participant ID: B02092) |
Trading Rights
In addition to the licensing requirements under the SFO, the rules promulgated by the SEHK require any person who wishes to trade on or through their respective facilities to hold a trading right (the “Trading Right”). The Trading Right confers on its holder the eligibility to trade on or through the relevant exchange. However, the holding of a Trading Right does not, of itself, permit the holder to actually trade on or through the relevant exchange. In order to do this, it is also necessary for the person to be registered as a participant of the relevant exchange in accordance with its rules.
SEHK Trading Rights is issued by the SEHK at a fee and in accordance with the procedures set out in its rules. Alternatively, SEHK Trading Rights can be acquired from existing Trading Right holders subject to the rules of the SEHK.
As of the date of this annual report, we hold a SEHK Trading Right.
Exchange Participantship
The table below sets out a summary of the requirements for becoming an exchange participant of the SEHK:
| SEHK Participant | ||
| Legal Status: | Being a company limited by shares incorporated in Hong Kong | |
| HKSFC Registration: | Being a licensed corporation qualified to carry out Type 1 regulated activity under the SFO | |
| Trading Right: | Holding a SEHK Trading Right | |
| Financial Standing: | Having good financial standing and integrity | |
| Financial Resources Requirement: | Complying with the minimum capital requirement, liquid capital requirement and other financial resources requirements as specified by the FRR |
Clearing Participantship
An entity must be a SEHK participant before it can become a HKSCC participant.
As of the date of this annual report, we are a SEHK participant (Participant ID: 02092).
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HKSCC
HKSCC has, among others, two categories of participantship: (i) the Direct Clearing Participant; and (ii) the General Clearing Participant. The requirements of Direct Clearing Participantship are as follows:
| (1) | to be an Exchange Participant of the SEHK; |
| (2) | to undertake to (i) sign a participant agreement with HKSCC; (ii) pay to HKSCC an admission fee of HK$50,000 in respect of each SEHK Trading Right held by it; and (iii) pay to HKSCC its contribution to the Guarantee Fund of HKSCC as determined by HKSCC from time to time subject to a minimum cash contribution of the higher of HK$50,000 or HK$50,000 in respect of each SEHK Trading Right held by it; |
| (3) | to open and maintain a single current account with one of the Central Clearing and Settlement System, or CCASS, designated banks and execute authorizations to enable the designated bank to accept electronic instructions from HKSCC to credit or debit the account for CCASS money settlement, including making payment to HKSCC; |
| (4) | to provide a form of insurance to HKSCC as security for liabilities arising from defective securities deposited by it into CCASS, if so required by HKSCC; and |
| (5) | to have a minimum liquid capital of HK$3,000,000. |
As of the date of this annual report, we are a HKSCC participant (Participant ID: B02092).
Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong)
The repledging limit stipulated under section 8A of the Client Securities Rules applies to an intermediary which is licensed for dealing in securities and/or securities margin financing and where the intermediary or an associated entity of such intermediary repledges securities collateral of the intermediary. On each business day, the intermediary shall ascertain the aggregate market value of the repledged securities collateral, which shall be calculated by reference to the respective closing prices of the collateral on that business day.
Pursuant to section 8A of the Client Securities Rules, if the aggregate market value of the repledged securities collateral as calculated above exceeds 140% of the intermediary’s aggregate margin loans on the same business day (the “Relevant Day”), the intermediary shall by the close of business on the next business day following the Relevant Day (the “Specified Time”) withdraw, or causes to be withdrawn, from deposit an amount of repledged securities collateral such that the aggregate market value of the repledged securities collateral at the Specified Time, which is calculated by reference to the respective closing prices on the Relevant Day, does not exceed 140% of the intermediary’s aggregate margin loans as of the close of business on the Relevant Day.
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Offence to issue advertisements, invitations or documents relating to investments
Our Group is engaged in, among others, the placing and underwriting services that may involve the marketing of securities. Under section 103(1) of the SFO, the issue of an advertisement, invitation or document which contains an invitation to the public:
| (a) | to enter into or offer to enter into (i) an agreement to acquire, dispose of, subscribe for or underwrite securities; or (ii) a regulated investment agreement or an agreement to acquire, dispose of, subscribe for or underwrite any other structured product; or |
| (b) | to acquire an interest in or participate in, or offer to acquire an interest in or participate in, a collective investment scheme, has to be authorized by the HKSFC under section 105(1) of the SFO, unless specific exemptions apply. |
The specific exemptions include, among others, under section 103(3)(k) of the SFO, if the issue of the advertisement, invitation or document made in respect of securities or structured products, or interests in any collective investment scheme, that are or are intended to be disposed of only to “professional investors” (as defined in Part 1 of Schedule 1 to the SFO).
If a person commits an offence contrary to section 103(1) of the SFO in that he/she issues an advertisement, invitation or document relating to investments without the authorization of the HKSFC and no specific exemptions under the SFO applies, he is liable:
| (a) | on conviction on indictment to a fine of HK$500,000 and to imprisonment for 3 years and, in the case of a continuing offence, to a further fine of HK$20,000 for every day during which the offence continues; or |
| (b) | on summary conviction to a fine of HK$100,000 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine of HK$10,000 for every day during which the offence continues. |
Obligation for Substantial Shareholders
Under section 132 of the SFO, a person (including a corporation) has to apply for HKSFC’s approval prior to becoming or continuing to be, as the case may be, a substantial shareholder of a corporation licensed under section 116 of the SFO.
A person who has become aware that he has become a substantial shareholder of a licensed corporation without HKSFC’s prior approval should, as soon as reasonably practicable and in any event within three business days after he becomes so aware, apply to the HKSFC for approval to continue to be a substantial shareholder of the licensed corporation.
Employee Dealings
As stated in the Code of Conduct, a registered person should have a policy which has been communicated to employees (including directors other than non-executive directors) in writing on whether employees are permitted to deal for their own accounts in securities. In the event that employees of a registered person are permitted to deal for their own accounts in securities:
| (a) | the written policy should specify the conditions on which employees may deal for their own accounts; |
| (b) | employees should be required to identify all related accounts (including accounts of their minor children and accounts in which the employees hold beneficial interests) and report them to senior management; |
| (c) | employees should generally be required to deal through the registered person or its affiliates; |
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| (d) | if the registered person provides services in securities or futures contracts listed or traded on one of the Hong Kong exchanges or in derivatives, including over-the counter derivatives written over such securities, and its employees are permitted to deal through another dealer, in those securities, the registered person and employee should arrange for duplicate trade confirmations and statements of account to be provided to senior management of the registered person; |
| (e) | any transactions for employees’ accounts and related accounts should be separately recorded and clearly identified in the records of the registered person; and |
| (f) | transactions of employees’ accounts and related accounts should be reported to and actively monitored by senior management of the registered person who should not have any beneficial or other interest in the transactions and who should maintain procedures to detect irregularities and ensure that the handling by the registered person of these transactions or orders is not prejudicial to the interests of the registered person’s other clients. |
A registered person should not knowingly deal in securities or futures contracts for another registered person’s employee unless it has received written consent from that registered person.
Supervision by the HKSFC
The HKSFC supervises licensed corporations and intermediaries operating in the market. The HKSFC conducts on-site inspections and off-site monitoring to ascertain and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements, as well as to assess and monitor the financial soundness of intermediaries.
Disciplinary power of the HKSFC
Under Part IX of the SFO, subject to the due process for exercising disciplinary powers laid down in section 198 of the SFO, the HKSFC may exercise any of the following disciplinary actions against a regulated person (including a licensed person or a registered institution) if that person is found to be guilty of misconduct or not fit and proper to be or remain the same type of regulated person (sections 194 and 196 of the SFO):
| (1) | revocation or suspension of all or part of a license or registration in relation to any of the regulated activities for which a regulated person is licensed or registered; |
| (2) | revocation or suspension of the approval granted to a Responsible Officer; |
| (3) | public or private reprimand on a regulated person; |
| (4) | prohibition of a regulated person from applying to be licensed or registered or to be approved as a Responsible Officer; |
| (5) | prohibition of a regulated person from, among others, applying to be licensed, registered or approved as a Responsible Officer in relation to such regulated activity(ies), for such period as the HKSFC may specify; and |
| (6) | pecuniary penalty of the greater of an amount not exceeding HK$10 million or three times the profit gained or loss avoided as a result of the conduct in question. |
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Anti-Money Laundering and Counter-Terrorist Financing
Licensed corporations are required to comply with the applicable anti-money laundering and counter-terrorist financing laws and regulations in Hong Kong as well as the Anti-Money Laundering Guideline.
The Anti-Money Laundering Guideline provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong. Under the Anti-Money Laundering Guideline, licensed corporations should, among other things:
| ● | assess the risks of any new products and services before they are introduced and ensure that appropriate additional measures and controls are implemented to mitigate and manage the risks associated with money laundering and terrorist financing; |
| ● | consider the delivery and distribution channels (which may include sales through online, postal or telephone channels where a non-face-to-face account opening approach is used and business sold through intermediaries) and the extent to which they are vulnerable to abuse for money laundering and terrorist financing; |
| ● | identify the client and verify the client’s identity by reference to any documents, information or data from reliable and independent sources, and take steps from time to time to ensure that the client information obtained is up-to-date and relevant; |
| ● | conduct on-going monitoring of activities of the clients to ensure that they are consistent with the nature of business, the risk profile and source of funds, as well as identify transactions that are complex, large or unusual, or patterns of transactions that have no apparent economic or lawful purpose and which may indicate money laundering and terrorist financing; |
| ● | maintain a database of names and particulars of terrorist suspects and designated parties which consolidates the information from various lists that have been made known to them, as well as conduct comprehensive on-going screening of the client database; and |
| ● | conduct on-going monitoring for identification of suspicious transactions and ensure compliance with their legal obligations of reporting funds or property known or suspected to be proceeds of crime or terrorist property to the Joint Financial Intelligence Unit, a unit jointly run by the Hong Kong Police Force and the Hong Kong Customs & Excise Department to monitor and investigate suspicious financial or money laundering activities. |
We set out below a brief summary of the principal legislation in Hong Kong that is concerned with anti-money laundering and counter-terrorist financing.
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (“AMLO”)
Among other things, the AMLO imposes on certain institutions (which include licensed corporations as defined under the SFO) certain requirements relating to customer due diligence and record-keeping. The AMLO empowers the relevant regulatory authorities to supervise compliance with the requirements under the AMLO. In addition, a financial institution must take all reasonable measures to (1) ensure that proper safeguards exist to prevent contravention of specific provisions in the AMLO, and (2) mitigate money laundering and terrorist financing risks.
Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong) (“DTROP”)
Among other things, the DTROP contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities by the competent authorities. It is an offense under the DTROP for a person to deal with any property knowing or having reasonable grounds to believe it to represent the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (in whole or in part directly or indirectly) represents the proceeds of drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offense under the DTROP.
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Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong) (“OSCO”)
Among other things, the OSCO empowers officers of the Hong Kong Police Force and the Hong Kong Customs & Excise Department to investigate organized crime and triad activities, and confers jurisdiction on the Hong Kong courts to confiscate the proceeds of organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offenses under the OSCO. The OSCO extends the money laundering offense to cover the proceeds from all indictable offenses in addition to drug trafficking.
United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong) (“UNATMO”)
Among other things, the UNATMO stipulates that it is a criminal offense to: (1) provide or collect property (by any means, directly or indirectly) with the intention or knowledge that the property will be used to commit, in whole or in part, one or more terrorist acts; or (2) make any property or financial (or related) services available, by any means, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate, or collect property or solicit financial (or related) services, by any means, directly or indirectly, for the benefit of a person knowing that, or being reckless as to whether, the person is a terrorist or terrorist associate. The UNATMO also requires a person to disclose his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offense under the UNATMO.
Weapons of Mass Destruction (Control of Provision of Services) Ordinance (Chapter 526 of the Laws of Hong Kong) (“WMDO”)
The WMDO provides that it is a criminal offence for a person to provide services to another person where the first-mentioned person believes or suspects, on reasonable grounds, that the services will or may assist the development, production, acquisition or stockpiling of weapons of mass destruction. The provision of services for the purposes of the WMDO covers a wide range of activities. The WMDO also provides for the criminal liability of the director, manager, secretary or other similar officer of a body corporate for offences committed by the body corporate with the consent and connivance of such officials.
Further, the Anti-Money Laundering Guideline sets out the anti-money laundering and counter financing of terrorism statutory and regulatory requirements, and the anti-money laundering and counter financing of terrorism standards which licensed corporations should meet in order to comply with the statutory requirements. It also provides practical guidance to assist licensed corporations and their senior management in designing and implementing their own anti-money laundering and counter-terrorist financing policies, procedures and controls in order to meet the relevant legal and regulatory requirements in Hong Kong.
Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”)
The 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. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:
| ● | Principle 1 — purpose and manner of collection of personal data; |
| ● | Principle 2 — accuracy and duration of retention of personal data; |
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| ● | Principle 3 — use of personal data; |
| ● | Principle 4 — security of personal data; |
| ● | Principle 5 — information to be generally available; and |
| ● | Principle 6 — access to personal data. |
Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.
The PDPO also gives data subjects certain rights, inter alia:
| ● | the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; |
| ● | if the data user holds such data, to be supplied with a copy of such data; and |
| ● | the right to request correction of any data they consider to be inaccurate. |
The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. 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.
Mandatory Provident Fund Scheme Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”)
The MPFSO, including its subsidiary legislation, is the principal legislation to provide the framework for the establishment of a system of privately managed, employment-related mandatory provident fund (“MPF”) schemes to accrue MPF benefits for members of the workforce of Hong Kong when they retire.
As of the date of this annual report, we are in compliance with the MPFSO.
C. Organizational structure.
The following is a list of our subsidiaries as of the date of this annual report.
| Name of Subsidiary | Jurisdiction of Incorporation or Organization | |
| 17 Uno Limited | British Virgin Islands | |
| China Union Financial Holding Limited | British Virgin Islands | |
| I Win Holdings Limited | Hong Kong | |
| I Win Securities Limited | Hong Kong | |
| I Win Asset Management Limited | Hong Kong | |
| I Win Consulting Limited | Hong Kong | |
| Mental Form (BVI) Limited | British Virgin Islands | |
| Mental Form (HK) Limited | Hong Kong | |
| Shenyang Mental Aether Technology Company Limited | PRC |
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The following diagram illustrates the corporate structure of Garden Stage Limited and its subsidiaries as of the date of this annual report:
D. Property, Plant and Equipment
Facilities
Our principal executive office is located at 30th Floor, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong, where I Win Holdings Limited, leased the office space from March 1, 2024 for terms of three years. The lease will expire on February 28, 2027. We pay a monthly rent in the amount of HK$80,000 (approximately US$10,240). We believe that we will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans.
We do not own any property.
Intellectual Property
As of the date of this annual report, we have registered the following trademarks:
| Country | Trademark | Status | Applicant | Trademark Number | Classes | Filing Date | ||||||
| Hong Kong | Registered | I Win Securities | 306084135 | 35, 36 | October 17, 2022 | |||||||
| Hong Kong | Registered | I Win Securities | 306084135 | 35, 36 | October 17, 2022 | |||||||
| Hong Kong | Registered | I Win Asset Management | 306084180 | 35, 36 | October 17, 2022 | |||||||
| Hong Kong | Registered | I Win Asset Management | 306084180 | 35, 36 | October 17, 2022 |
Additionally, through Mental Form (HK) Limited, we hold 18 trademarks and 18 patents in Mainland China relating to the anticipated business vertical of the manufacture and sale of humanoid robots.
Item 4A. Unresolved Staff Comments
None.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion and analysis and other parts of this annual report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. You should carefully read the “Item 3. Key Information—D. Risk Factors” section of this annual report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
We, through our Operating Subsidiaries, are a Hong Kong-based financial services provider principally engaged in the provision of advisory services, due diligence services, introducing and referral services, investment management services, securities brokerage, underwriting and placement, and other financial services to a wide range of customers in Hong Kong. Our business is carried out through our wholly owned Operating Subsidiaries: a) I Win Holding Limited, which provides consultancy services for which no specific license is required; b) I Win Securities Limited, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the SFO in Hong Kong, c) I Win Asset Management Limited, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong, and d) I Win Consulting Limited, which provides consultancy services which no specific license is required. I Win Securities Limited is also a participant of the SEHK and HKSCC and holds one trading right with SEHK. Our diversified business portfolio allows us to create synergies between our business lines, generate new business opportunities for each business segment and provide integrated financial services to our customers.
The following discussion and analysis of our financial condition and results of operations is prepared based on the financial data which is derived from our consolidated financial statements for the years ended March 31, 2026, 2025 and 2024, included in this annual report.
Our revenues were US$7,278,837, US$5,466,243 and US$1,408,469 for the years ended March 31, 2026, 2025 and 2024, respectively. We recorded net loss of US$13,838,227, US$4,317,642 and US$4,589,478 for the years ended March 31, 2026, 2025 and 2024, respectively. We plan to keep our business growing by strengthening our advisory services, handling income, introduction and referral services, investment management services, securities brokerage, underwriting and placement services and continue to source potential customers for our asset management business and margin financing services. Additionally, during the year ended March 31, 2026, we established a wholly foreign owned enterprise, Shenyang Mental Aether Technology Company Limited in the People’s Republic of China (“PRC”) and acquired 100% of the equity interests in Mental Form (BVI) Limited (“MFBVI”) and its subsidiary. These initiatives are intended to support our planned production activities and sale of robots to third party customers. As of March 31, 2026, we had not yet commenced production or sales activities under our operations and subsequently such activities commenced in April 2026.
Recent Development
On March 6, 2026, we effected a 200-for-1 reverse share split of our ordinary shares. All share and per share amounts presented in this Item 5 have been retroactively adjusted to reflect the reverse share split.
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Factors Affecting Our Results of Operations
Our business and operating results are influenced by general factors that affect the financial and securities services industry, including economic and political conditions, the evolving needs of investors, changes in trading volume, changes in demand for financial services, changes in wealth and availability of funds of our existing and target customers, and regulatory changes governing the financial and securities services industry. In addition, the following company-specific factors can directly affect our results of operations materially:
Our ability to develop new customers’ network and retain existing customers
Our brokerage commissions mainly depend upon the trading volume. Trading volume would continue to be affected by factors such as changes in customers’ sentiment, perception and confidence in the financial markets, inflation expectation, market conditions, political conditions, natural disasters, riots and acts of war or terrorism. Fluctuations in the trading volume by our customers may impact our financial performance, and there is no assurance that we will be able to maintain or improve our relationship with our customers and they may terminate their respective relationship with us at any time.
Similarly, our mandates for the underwriting and placement activities are negotiated on a project-by-project basis with our customers. Revenue generated from our services may fluctuate from time to time and may not recur. There is also no assurance that the customers which have previously sought our services will continue to retain us for future businesses. Therefore, our future financial results may be subject to fluctuations depending on our success in entering into new engagements.
Our ability to earn diversified and stable sources of revenue from our different lines of services
We believe that the complementary nature of our different lines of business creates synergy and enables us to generate a diversified and stable source of income. We are able to leverage on our existing pool of securities trading customers when acting as book-runner, lead manager, underwriter or placing agent in placing and underwriting engagements in that our securities trading services act as a channel for procuring suitable investors to subscribe for securities offered under placing and underwriting projects undertaken by us. With our placing and underwriting business, we believe that there will be growing demand for our securities trading services from customers who would like to benefit from trading opportunities gained through access to allocations granted to us (for subscriptions and acquisitions of securities) under underwriting and placement projects undertaken by us. Our asset management services provide professional insights and investment advice for our customers to allocate their asset portfolios and diversify their investment risk. Our asset management services further enhance the growth of our securities brokerage and financing services, especially amongst the high-net-worth customers, which allow us to create cross-selling opportunities, optimize customer service coverage and grow a group of loyal customer base to achieve business growth. However, these business strategies and synergies are subject to uncertainty. There is no assurance that the diversification of our business can be implemented successfully or the synergies between different businesses can be materialized which may in return affect our results of operations.
Our ability to effectively improve technology infrastructure
Our technology infrastructure capabilities are critical for us to offer high quality products and services as well as to retain and attract users and customers. We must continue to upgrade and expand our technology infrastructure to keep pace with the growth of our business and to develop new features and services for our users and customers. We upgraded our portfolio management system and trading system to further streamline the efficiency, convenience, and comprehensiveness of our trading system and provide our customers with a user-friendly interface to ensure that they can securely manage their wealth portfolios with ease. Furthermore, with our ongoing objective to remain competitive and to facilitate the expansion of service offering, we (i) subscribed to a new integrated system comprising both portfolio management and risk management functions, including but not limited to features such as managing security, redundancy, disaster recovery and database administration as well as providing market data (such as corporate actions, massive correlation, dividend tables, and volatility datasets); (ii) subscribed to a new customer relationship management system with the aim of enhancing customer satisfaction; (iii) subscribed to a new business continuity planning service (which includes data management and cloud storage archiving) and co-location service as a back-up workplace in case there is any disruption to our office; and (iv) subscribed to market information and data to enhance our analytical and research capabilities to support our asset management and underwriting and placement services. Subsequent to our initial public offering on December 1, 2023, we have been subscribing to various IT solutions for the upgrade and improvement of our technology infrastructure. However, there is no assurance that the upgrade or improvement will be error-free, which may, in turn, affect our business plan, competitiveness, and results of operations. Our technology infrastructure capabilities will continue to play a critical role in driving our results of operations.
Our ability to meet the regulatory requirements to provide brokerage and other financial services in Hong Kong
Brokerage and other financial services are highly regulated in Hong Kong. While our operations are mainly located in Hong Kong, we are inevitably subject to the relevant laws and regulations, in particular, the SFO, under the supervision of the HKSFC. Pursuant to the SFO, we have to comply with all application provisions concerning statutory obligations such as maintenance of minimum capital adequacy, specific regulatory reporting, and availability of responsible officers.
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If any of our HKSFC licensed companies fail to meet the regulatory capital requirements in Hong Kong, the local regulatory authorities may impose penalties on us or limit the scope of our business, which could, in turn, have a material adverse effect on our financial condition and results of operations. Moreover, the relevant capital requirements may be changed over time or subject to different interpretations by relevant governmental authorities, all of which are out of our control. Any increase in the relevant capital requirements or stricter enforcement or interpretation of the same may adversely affect our business activities. Any non-compliance with applicable laws, regulations, guidance or codes or any negative findings made by the regulators may result in (i) fines, deterrent penalties, disciplinary actions against us; or (ii) suspension or revocation of some or all of our registrations or licenses for carrying on our business activities. Accordingly, our business operation, reputation, financial condition and results of operations might be materially and adversely affected. Further, HKSFC may amend, supplement and/or modify the requirements on licensed corporations as it considers necessary for the proper regulation of the Hong Kong securities and futures market. Any such change or tightening of regulations and/or requirements on licensed corporations (which may involve an amendment to applicable laws, regulations and guidelines) may (i) require us to incur additional costs for compliance; and (ii) potentially affect our ability to carry on our existing regulated activities.
Our ability to retain employees or brokers who have strong relationships with our customers
We materially rely on our experienced employees and brokers to provide reliable and quality financial services to our customers, and believe that our experienced employees and brokers have developed strong relationships with our customers through their ability to provide personalized services through understanding customers’ needs. In addition to maintaining relationships with existing clients, we also rely on them to generate customer referrals. There is however no guarantee that they will or are willing to continue to serve us. Where they determine to cease their engagements with our Operating Subsidiaries or enter into negotiations with us for a material variation of their existing terms of engagement, our operating performance and financial results may be materially and adversely affected.
Competition in the financial services industry in Hong Kong
The financial services industry in Hong Kong in which we operate is intensely competitive, highly fragmented, and subject to rapid change, and we expect it to remain so. There is a significant number of existing market participants in the financial and securities services industry in Hong Kong providing services similar to us. Our larger competitors may have advantages over us such as having better brand recognition and reputation in the market, wider range of value adding services, stronger human and financial resources, longer operating histories, and operational presence in more geographic locations. We also face competition from local medium and small-sized financial services providers which offer similar range of services. New participants may enter into the market insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses. In addition, competition creates an unfavorable pricing environment in the market in which we operate. Intensified competition may cause us to reduce our service fees in order to compete with other market players, which could place significant pressure on our ability to maintain profitability and is particularly acute during market slowdowns, and will in turn materially and adversely affect our market share, financial condition and results of operations.
Impact of Russia’s Invasion of Ukraine, Israel-Hamas War, Israel-United States-Iran War and Related Supply Chain Issues
Russia launched a large-scale invasion of Ukraine on February 24, 2022 and an armed conflict between Israel and Hamas-led Palestinian militant groups has been taking place in the Gaza Strip since 7 October 2023. In 2026, tensions between Israel and Iran escalated into another direct military conflict. Israel, United States, and Iran commenced a series of attacks and counterattacks. The extent and duration of the military actions, resulting sanctions and resulting future market disruptions, including volatilities in stock markets, disruption to global supply chain and worsening of global inflation, are impossible to predict, but could be significant. Any such disruptions or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks, may have significant collateral impact on global economy and our business model and revenue stream. Nevertheless, as of the date of this document, since (i) we principally operate in Hong Kong and do not have business presence in Russia, Ukraine and the Middle-East; (ii) our assets are held through subsidiaries and parent company in jurisdictions such as Hong Kong and PRC, which we do not expect these geopolitical events to have a material impact on our assets or financial position; (iii) our financial service industry has been less dependent on oil, natural resources or global supply chain which have been disrupted by these military actions; and (iv) we actively monitor our investment portfolio to manage exposure to market volatility, there is no material impact on our cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by the global disruption from Russia’s invasion of Ukraine and the tensions in the Middle-East.
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Key Components of Results of Operations
Revenues
Our revenues consist of (i) advisory fees, brokerage commissions, due diligence service fees, handling income, introducing and referral income, investment management fee income and underwriting and placement income which are all recognized in accordance with ASC 606 and (ii) interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the periods presented:
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | US$ | % of total revenues | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Advisory fees | $ | 392,559 | 5.4 | $ | 10,624 | 0.2 | $ | 420,918 | 29.9 | |||||||||||||||
| Brokerage commissions | 974,361 | 13.4 | 302,366 | 5.5 | 391,060 | 27.8 | ||||||||||||||||||
| Brokerage commissions-related parties | 5,900 | 0.1 | 26,880 | 0.5 | 7,119 | 0.5 | ||||||||||||||||||
| Due diligence service fees | - | - | 79,543 | 1.5 | - | - | ||||||||||||||||||
| Handling income | 1,308,731 | 18.0 | 127,745 | 2.3 | 125,736 | 8.9 | ||||||||||||||||||
| Handling income-related parties | 91 | - | - | - | 2,130 | 0.2 | ||||||||||||||||||
| Introducing and referral income | 2,404,433 | 33.0 | 4,681,683 | 85.7 | 264,941 | 18.8 | ||||||||||||||||||
| Investment management fee income | 377,399 | 5.2 | 60,012 | 1.1 | - | - | ||||||||||||||||||
| Investment management fee income-related party | 117,702 | 1.6 | - | - | - | - | ||||||||||||||||||
| Underwriting and placement income | 1,442,673 | 19.8 | 114,091 | 2.1 | 152,638 | 10.8 | ||||||||||||||||||
| Interest income and others | 253,818 | 3.5 | 61,019 | 1.1 | 42,489 | 3.0 | ||||||||||||||||||
| Interest income and others-related parties | 1,170 | - | 2,280 | - | 1,438 | 0.1 | ||||||||||||||||||
| Total revenues | $ | 7,278,837 | 100.0 | $ | 5,466,243 | 100.0 | $ | 1,408,469 | 100.0 | |||||||||||||||
Advisory fees
We derive the majority of our advisory fees by rendering investment research and financial-related advisory services to our customers in return for a fixed charge identified in the contracts. The fee structures are negotiated on a case by case basis and vary depending on the type of customer and nature of services rendered. Advisory fees accounted for 5.4%, 0.2% and 29.9%, of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Brokerage commissions
Brokerage commissions represent fees and commissions from securities brokerage services based on a fixed rate for each transaction. The following tables present the key operating data for brokerage commissions for the periods presented:
| For the Year Ended March 31, 2026 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | 215,914 | $ | 1,552 | $ | 217,466 | ||||||
| exchanges in the United States | 758,447 | 4,348 | 762,795 | |||||||||
| $ | 974,361 | $ | 5,900 | $ | 980,261 | |||||||
| Trading volumes related to | ||||||||||||
| exchange in Hong Kong | $ | 142,486,163 | $ | 2,302,044 | $ | 144,788,207 | ||||||
| exchanges in the United States | 85,196,272 | 7,319,941 | 92,516,213 | |||||||||
| $ | 227,682,435 | $ | 9,621,985 | $ | 237,304,420 | |||||||
| Weighted average commission rates related to(1) | ||||||||||||
| exchange in Hong Kong | 0.15 | % | 0.07 | % | 0.15 | % | ||||||
| exchanges in the United States | 0.89 | % | 0.06 | % | 0.82 | % | ||||||
| Number of active accounts related to(2) | ||||||||||||
| exchange in Hong Kong | 246 | 7 | 253 | |||||||||
| exchanges in the United States | 90 | 3 | 93 | |||||||||
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| For the Year Ended March 31, 2025 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | 265,591 | $ | 5,098 | $ | 270,689 | ||||||
| exchanges in the United States | 36,775 | 21,782 | 58,557 | |||||||||
| $ | 302,366 | $ | 26,880 | $ | 329,246 | |||||||
| Trading volumes related to | ||||||||||||
| exchange in Hong Kong | $ | 106,649,541 | $ | 8,245,625 | $ | 114,895,166 | ||||||
| exchanges in the United States | 19,485,266 | 37,901,751 | 57,387,017 | |||||||||
| $ | 126,134,807 | $ | 46,147,376 | $ | 172,282,183 | |||||||
| Weighted average commission rates related to(1) | ||||||||||||
| exchange in Hong Kong | 0.25 | % | 0.06 | % | 0.24 | % | ||||||
| exchanges in the United States | 0.19 | % | 0.06 | % | 0.10 | % | ||||||
| Number of active accounts related to(2) | ||||||||||||
| exchange in Hong Kong | 278 | 2 | 280 | |||||||||
| exchanges in the United States | 32 | 3 | 35 | |||||||||
| For the Year Ended March 31, 2024 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | 371,930 | 3,998 | $ | 375,928 | |||||||
| exchanges in the United States | 19,130 | 3,121 | 22,251 | |||||||||
| $ | 391,060 | 7,119 | $ | 398,179 | ||||||||
| Trading volumes related to | ||||||||||||
| exchange in Hong Kong | $ | 103,009,416 | 4,890,207 | $ | 107,899,623 | |||||||
| exchanges in the United States | 7,376,900 | 6,087,827 | 13,464,727 | |||||||||
| $ | 110,386,316 | 10,978,034 | $ | 121,364,350 | ||||||||
| Weighted average commission rates related to(1) | ||||||||||||
| exchange in Hong Kong | 0.36 | % | 0.08 | % | 0.35 | % | ||||||
| exchanges in the United States | 0.26 | % | 0.05 | % | 0.17 | % | ||||||
| Number of active accounts related to(2) | ||||||||||||
| exchange in Hong Kong | 229 | 4 | 233 | |||||||||
| exchanges in the United States | 169 | 3 | 172 | |||||||||
| (1) | Weighted average commission rates are derived from our brokerage commission based on the related trading volume. |
| (2) | Active accounts are those accounts recorded at least one trading activity, for purchase and/or sale of securities, during the related years. |
When a customer executes a securities trading transaction with us, brokerage commission is recognized upon the completion of the transaction. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, and the trade volume from the particular customer. For the years ended March 31, 2026, 2025 and 2024, commissions from securities brokerage represented approximately 13.5%, 6.0% and 28.3% respectively, of our total revenues for the respective years.
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Due diligence service fees
We introduced a new due diligence service during the year ended March 31, 2025. We engage in distinct due diligence service agreement with our customers to provide them with due diligence report in return for a one-time fixed due diligence service fee. Due diligence service fees accounted for nil, 1.5% and nil of our total revenues for the year ended March 31, 2026, 2025 and 2024, respectively.
Handling income
Handling income consisted of the followings:
| For the Year Ended March 31, 2026 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Handling income on | ||||||||||||
| custodian services | $ | 1,305,085 | $ | - | $ | 1,305,085 | ||||||
| dividend collection | 3,646 | 91 | 3,737 | |||||||||
| Total handling income | $ | 1,308,731 | $ | 91 | $ | 1,308,822 | ||||||
| For the Year Ended March 31, 2025 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Handling income on | ||||||||||||
| custodian services | $ | 77,158 | $ | - | $ | 77,158 | ||||||
| dividend collection | 50,587 | - | 50,587 | |||||||||
| Total handling income | $ | 127,745 | $ | - | $ | 127,745 | ||||||
| For the Year Ended March 31, 2024 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Handling income on | ||||||||||||
| custodian services | $ | 108,218 | $ | 2,078 | $ | 110,296 | ||||||
| dividend collection | 17,518 | 52 | 17,570 | |||||||||
| Total handling income | $ | 125,736 | $ | 2,130 | $ | 127,866 | ||||||
We charge the customers a fee for the ancillary services provided in association with our securities brokerage business, which are recognized when the services are rendered according to the relevant contracts.
Custodian services — Among all other services provided, we, through our Operating Subsidiaries, earn a fee by assisting our customers in transferring the physical shares they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. We earn a fee based on a fixed rate of the value of shares in concern.
Dividend collection — When the securities held by our customers have any corporate action, we, through our Operating Subsidiaries, may act as the agent of our customers in processing and collecting the related dividends. We earn a fee based on a fixed rate of the amount of dividend in concern.
Handling income accounted for 18.0%, 2.3% and 9.1%, of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
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Introducing and referral income
We derive introducing and referral income from the introduction of customers to other financial service providers or other interested parties. We charge an introducing and referral income structured as a fixed lump sum or monthly fee basis, with amounts contractually determined based on the nature and scope of the referral arrangement, as identified in the contract. Introducing and referral income accounted for 33.0%, 85.7% and 18.8% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Investment management fee income
We provide investment management services by acting as investment manager for our customers in return for investment management fee income. The following tables present key operating data for investment management fee income for the periods ended indicated:
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| Average net asset values of the funds/ subscription amount | Revenues | Average net asset values of the funds | Revenues | Average net asset values of the funds | Revenues | |||||||||||||||||||
| Third party | ||||||||||||||||||||||||
| Avia Investment SPC (1) | $ | 10,871,498 | $ | 184,477 | $ | 8,622,381 | $ | 60,012 | $ | - | $ | - | ||||||||||||
| Avia Investment SPC (2) | $ | 12,661,878 | 192,922 | $ | - | - | $ | - | - | |||||||||||||||
| 377,399 | 60,012 | - | ||||||||||||||||||||||
| Related party | ||||||||||||||||||||||||
| I Win Growth SPC – Fund 2 SP (3) | $ | 8,342,008 | 117,702 | $ | - | - | $ | - | - | |||||||||||||||
| Total investment management fee income | $ | 495,101 | $ | 60,012 | $ | - | ||||||||||||||||||
| (1) | This income represented a management fee charged at 1.2% to 2.0% per annum of the net asset values of the fund we managed. |
| (2) | This income represented a management fee charged at 1.5% of the subscription amount for the shares issued by the fund. |
| (3) | This income represented a management fee charged at 2.5% of the subscription amount for the shares issued by the fund. |
We charge the customers a fee for the investment management services provided under our asset management business, which are recognized when the services are rendered according to the relevant contracts. Investment management fee income accounted for 6.8%, 1.1% and nil, of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
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Underwriting and placement income
We provide underwriting and placement services to customers by acting as an underwriter, global coordinator, bookrunner, or lead manager for securities issuances and bonds placements, in return for underwriting and placement income. The following tables present key operating data for underwriting and placement income for the years indicated:
| For the Year Ended March 31, 2026 | ||||||||||||
| Exchange in Hong Kong | Exchanges in the United States | Total | ||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity shares | $ | 968,966 | $ | - | $ | 968,966 | ||||||
| bonds and other instruments(1) | - | - | 473,707 | |||||||||
| $ | 968,966 | $ | - | $ | 1,442,673 | |||||||
| Number of projects related to | ||||||||||||
| equity shares | 6 | - | 6 | |||||||||
| bonds and other instruments(1) | - | - | 1 | |||||||||
| 6 | - | 7 | ||||||||||
| Relevant amounts related to(2) | ||||||||||||
| equity shares | $ | 112,102,289 | $ | - | $ | 112,102,289 | ||||||
| bonds and other instruments(1) | $ | - | $ | - | $ | 9,930,962 | ||||||
| Weighted average fee rates related to(3) | ||||||||||||
| equity shares | 0.86 | % | - | 0.86 | % | |||||||
| bonds and other instruments(1) | - | - | 4.77 | % | ||||||||
| For the Year Ended March 31, 2025 | ||||||||||||
| Exchange in Hong Kong | Exchanges in the United States | Total | ||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity shares | $ | 114,091 | $ | - | $ | 114,091 | ||||||
| Number of projects related to | ||||||||||||
| equity shares | 5 | - | 5 | |||||||||
| Relevant amounts related to(2) | ||||||||||||
| equity shares | $ | 10,443,458 | $ | - | $ | 10,443,458 | ||||||
| Weighted average fee rates related to(3) | 1.09 | % | - | 1.09 | % | |||||||
| equity shares | ||||||||||||
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| For the Year Ended March 31, 2024 | ||||||||||||
| Exchange in Hong Kong | Exchanges in the United States | Total | ||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity shares | $ | 109,316 | $ | - | $ | 109,316 | ||||||
| bonds and other instruments(1) | - | - | 43,322 | |||||||||
| $ | 109,316 | $ | - | $ | 152,638 | |||||||
| Number of projects related to | ||||||||||||
| equity shares | 7 | - | 7 | |||||||||
| bonds and other instruments(1) | - | - | 1 | |||||||||
| 7 | - | 8 | ||||||||||
| Relevant amounts related to(2) | ||||||||||||
| equity shares | $ | 5,172,364 | $ | - | $ | 5,172,364 | ||||||
| bonds and other instruments(1) | $ | - | $ | - | $ | 4,332,183 | ||||||
| Weighted average fee rates related to(3) | ||||||||||||
| equity shares | 2.11 | % | - | 2.11 | % | |||||||
| bonds and other instruments(1) | - | - | 1.00 | % | ||||||||
| (1) | Bonds and other instruments were not listed in a specific exchange whereas the issuers of the bonds and other instruments were all located in Hong Kong. |
| (2) | Relevant amounts represent the higher of the committed underwriting amounts and actual placement amounts based on which our income is calculated or referenced. |
| (3) | Weighted average fee rates are derived from our underwriting and placement income based on the related relevant amounts. |
We charge an underwriting and placement income based on certain percentage of the funds committed or raised in the transaction, either initial public offerings or other fundraising or placement activities. The fee structures are negotiated on a project by project basis and vary depending on the type of customer, the type of transaction, and the size of funds committed or raised in the transaction. Underwriting and placement income accounted for 19.8%, 2.1% and 10.8% of total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
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Interest income and others
Interest income and others primarily consists of interests earned on bank deposits, customers’ overdue and gains on disposal of investment in equity securities, which are not within the scope ASC 606.
| For the Year Ended March 31, 2026 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Interests on bank deposits | $ | 34,766 | $ | - | $ | 34,766 | ||||||
| Interests on customers’ overdue | 200,361 | 1,170 | 201,531 | |||||||||
| Gains on disposal of investment in equity securities | 14,107 | - | 14,107 | |||||||||
| Sundry income | 4,584 | - | 4,584 | |||||||||
| Total interest income and others | $ | 253,818 | $ | 1,170 | $ | 254,988 | ||||||
| For the Year Ended March 31, 2025 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Interests on bank deposits | $ | 903 | $ | - | $ | 903 | ||||||
| Interests on customers’ overdue | 54,911 | 2,280 | 57,191 | |||||||||
| Sundry income | 5,205 | - | 5,205 | |||||||||
| Total interest income and others | $ | 61,019 | $ | 2,280 | $ | 63,299 | ||||||
| For the Year Ended March 31, 2024 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Interests on bank deposits | $ | 1,830 | - | $ | 1,830 | |||||||
| Interests on customers’ overdue | 35,400 | 1,438 | 36,838 | |||||||||
| Sundry income | 5,259 | - | 5,259 | |||||||||
| Total interest income and others | $ | 42,489 | 1,438 | $ | 43,927 | |||||||
Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between us and our customers, we shall charge our customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, an interest at Hong Kong Prime Lending Rate plus 8% per annum accrued on daily basis.
Gains on disposal of investment in equity securities is recognized upon disposal of the investment in equity securities. This represents the value gains between the sales proceed on disposal and the cost of the investment in equity securities.
For the years ended March 31, 2026, 2025 and 2024, interest income and others accounted for 3.5%, 1.1% and 3.1% of our total revenues, respectively.
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Expenses
The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the periods presented.
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | US$ | % of total revenues | |||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Allowance for expected credit losses | $ | 36,846 | 0.5 | $ | 98,022 | 1.8 | $ | 7,668 | 0.5 | |||||||||||||||
| Amortization of intangible assets | 1,015,553 | 13.9 | - | - | - | - | ||||||||||||||||||
| Brokerage, clearing and exchange fees | 3,976,506 | 54.6 | 1,427,997 | 26.2 | 69,735 | 4.9 | ||||||||||||||||||
| Brokerage, clearing and exchange fees-related parties | 130,540 | 1.8 | - | - | - | - | ||||||||||||||||||
| Communications and technology | 2,694,539 | 37.0 | 1,817,001 | 33.2 | 437,700 | 31.1 | ||||||||||||||||||
| Compensation and benefits | 3,988,025 | 54.8 | 3,719,689 | 68.0 | 3,286,834 | 233.3 | ||||||||||||||||||
| Depreciation | 107,940 | 1.5 | 58,762 | 1.1 | 9,421 | 0.7 | ||||||||||||||||||
| Fair value loss on equity securities investments | 11,139 | 0.2 | - | - | - | - | ||||||||||||||||||
| Loss on disposal of property and equipment | - | - | 15,319 | 0.3 | - | - | ||||||||||||||||||
| Occupancy costs | 149,913 | 2.1 | 169,866 | 3.1 | 95,416 | 6.8 | ||||||||||||||||||
| Professional fees | 5,848,508 | 80.3 | 770,898 | 14.1 | 377,275 | 26.8 | ||||||||||||||||||
| Travel and business development | 3,006,840 | 41.3 | 1,514,960 | 27.7 | 1,611,485 | 114.4 | ||||||||||||||||||
| Other administrative expenses | 173,500 | 2.4 | 148,137 | 2.7 | 89,054 | 6.4 | ||||||||||||||||||
| Total expenses | $ | 21,139,849 | 290.4 | $ | 9,740,651 | 178.2 | $ | 5,984,588 | 424.9 | |||||||||||||||
Allowance for expected credit losses
Allowance for expected credit losses represent the movement of provision for expected credit loss. We measured provision for expected credit losses on receivables from customers, amounts due from related party and other assets using the current expected credit loss model under ASC 326, starting from April 1, 2023. The allowance for credit losses accounted for 0.5%, 1.8% and 0.5% of our total revenue for the years ended March 31, 2026, 2025 and 2024, respectively.
Amortization of intangible assets
Amortization of intangible assets arises from the amortization of our intellectual properties, including copyrights, patents and related contractual rights and trademarks acquired through the acquisition of subsidiary, which was accounted for an asset acquisition. Amortization accounted for 13.9%, nil and nil of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Brokerage, clearing and exchange fees
Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers, designated advisors and clearing organizations on advisory services, securities brokerage services, handling services, introducing and referral services, investment management services and underwriting and placement services which are expensed as incurred. Brokerage, clearing and exchange fees accounted for 56.4%, 26.2% and 4.9% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
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Communications and technology
Communications and technology expenses mainly represent fees paid for outsourced trading solution support services. Communications and technology expenses also include routine IT services and supplies incurred for our day to day administrative work. Communications and technology expenses accounted for 37.0%, 33.2% and 31.1% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Compensation and benefits
Compensation and benefits represent the share based compensation expenses, together with salaries, commissions, bonus and contributions to the retirement benefit scheme. Compensation and benefits expenses accounted for 54.8%, 68.0% and 233.3% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Depreciation
Depreciation results from the depreciation of property and equipment, such as computer equipment, furniture and office equipment, and leasehold improvements. Depreciation accounted for 1.5%, 1.1% and 0.7% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Fair value loss on equity securities investments
Fair value loss on equity securities investments represents the unrealized loss from the re-measurement of the equity securities investment at the year end. Fair value loss on equity securities investment accounted for 0.2%, nil and nil of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Loss on disposal of property and equipment
Loss on disposal of property and equipment represent the difference between the sales proceeds and the asset’s carrying amount for the disposal of leasehold improvements associated with our old office. Loss on disposal of property and equipment accounted for nil, 0.3% and nil of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Occupancy costs
Occupancy costs are the rental expenses we incurred on the lease of our office premises, which accounted for 2.1%, 3.1% and 6.8% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Professional fees
Professional fees are mainly the service fees for audit, company secretary, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. In addition, for the year ended March 31, 2026, it includes share based awards granted to five nonemployee consultants in exchange for business review and development services to be provided over a 12-month period. Professional fees accounted for 80.3%, 14.1% and 26.8% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Travel and business development
Travel and business development expenses include public relations and marketing expenditures, overseas and local travel, and other expenses incurred for the development of our business and expansion of our network. Travel and business development accounted for 41.3%, 27.7% and 114.4% of our total revenues for the years ended March 31, 2026, 2025 and 2024, respectively.
Other administrative expenses
Other administrative expenses mainly consist of bank charges, company insurance fees and office expenses. Other administrative expenses accounted for 2.4%, 2.7% and 6.4% of our total revenues for the years ended March 31, 2026, 2025 and 2024.
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Income Tax
Our subsidiaries operating in Hong Kong are subjected to Hong Kong Profits Tax. For the years ended March 31, 2026, 2025 and 2024, Hong Kong Profits Tax was calculated in accordance with the two-tiered profits tax rates regime under which the tax rate is 8.25% on assessable profits of the first HK$2,000,000 (equivalent to US$256,283) and 16.5% on any assessable profits in excess of HK$2,000,000 (equivalent to US$256,283). For connected entities, as is the case of our Hong Kong subsidiaries, I Win Securities Limited, I Win Asset Management Limited, I Win Holdings Limited, I Win Consulting Limited and Mental Form (HK) Limited, only one of the connected entities can elect to be charged at two-tiered tax rates. The other entity will be subject to tax rate of 16.5% on all our assessable profits, if any. For the years ended March 31, 2026, 2025 and 2024, income tax accounted for 0.3%, 0.8% and 0.9% of our total revenues, respectively.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the years ended March 31, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such years.
Year Ended March 31, 2026 Compared to Year Ended March 31, 2025
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | Amount | % | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Advisory fees | 392,559 | 5.4 | 10,624 | 0.2 | 381,935 | 3,595.0 | ||||||||||||||||||
| Brokerage commissions | 974,361 | 13.4 | 302,366 | 5.5 | 671,995 | 222.2 | ||||||||||||||||||
| Brokerage commissions-related parties | 5,900 | 0.1 | 26,880 | 0.5 | (20,980 | ) | (78.1 | ) | ||||||||||||||||
| Due diligence service fees | - | - | 79,543 | 1.5 | (79,543 | ) | (100.0 | ) | ||||||||||||||||
| Handling income | 1,308,731 | 18.0 | 127,745 | 2.3 | 1,180,986 | 924.5 | ||||||||||||||||||
| Handling income-related parties | 91 | - | - | - | 91 | 100.0 | ||||||||||||||||||
| Introducing and referral income | 2,404,433 | 33.0 | 4,681,683 | 85.7 | (2,277,250 | ) | (48.6 | ) | ||||||||||||||||
| Investment management fee income | 377,399 | 5.2 | 60,012 | 1.1 | 435,089 | 725.0 | ||||||||||||||||||
| Investment management fee income-related party | 117,702 | 1.6 | - | - | - | - | ||||||||||||||||||
| Underwriting and placement income | 1,442,673 | 19.8 | 114,091 | 2.1 | 1,328,582 | 1,164.5 | ||||||||||||||||||
| Interest income and others | 253,818 | 3.5 | 61,019 | 1.1 | 192,799 | 316.0 | ||||||||||||||||||
| Interest income and others-related parties | 1,170 | - | 2,280 | - | (1,110 | ) | (48.7 | ) | ||||||||||||||||
| Total revenues | 7,278,837 | 100.0 | 5,466,243 | 100.0 | 1,812,594 | 33.2 | ||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Allowance for expected credit losses | (36,846 | ) | 0.5 | (98,022 | ) | 1.8 | (61,176 | ) | (62.4 | ) | ||||||||||||||
| Amortization of intangible assets | (1,015,553 | ) | 13.9 | - | - | 1,015,553 | 100.0 | |||||||||||||||||
| Brokerage, clearing and exchange fees | (3,976,506 | ) | 54.6 | (1,427,997 | ) | 26.2 | 2,548,509 | 178.5 | ||||||||||||||||
| Brokerage, clearing and exchange fees-related parties | (130,540 | ) | 1.8 | - | - | 130,540 | 100.0 | |||||||||||||||||
| Communications and technology | (2,694,539 | ) | 37.0 | (1,817,001 | ) | 33.2 | 877,538 | 48.3 | ||||||||||||||||
| Compensation and benefits | (3,988,025 | ) | 54.8 | (3,719,689 | ) | 68.0 | 268,336 | 7.2 | ||||||||||||||||
| Depreciation | (107,940 | ) | 1.5 | (58,762 | ) | 1.1 | 49,178 | 83.7 | ||||||||||||||||
| Fair value loss on securities investment | (11,139 | ) | 0.2 | - | - | 11,139 | 100.0 | |||||||||||||||||
| Loss on disposal of property and equipment | - | - | (15,319 | ) | 0.3 | (15,319 | ) | (100.0 | ) | |||||||||||||||
| Occupancy costs | (149,913 | ) | 2.1 | (169,866 | ) | 3.1 | (19,953 | ) | (11.7 | ) | ||||||||||||||
| Professional fees | (5,848,508 | ) | 80.3 | (770,898 | ) | 14.1 | 5,077,610 | 658.7 | ||||||||||||||||
| Travel and business development | (3,006,840 | ) | 41.3 | (1,514,960 | ) | 27.7 | 1,491,880 | 98.5 | ||||||||||||||||
| Other administrative expenses | (173,500 | ) | 2.4 | (148,137 | ) | 2.7 | 25,363 | 17.1 | ||||||||||||||||
| Total expenses | (21,139,849 | ) | 290.4 | (9,740,651 | ) | 178.2 | 11,399,198 | 117.0 | ||||||||||||||||
| Loss before income taxes | (13,861,012 | ) | 190.4 | (4,274,408 | ) | 78.2 | (9,586,604 | ) | (224.3 | ) | ||||||||||||||
| Income tax benefits (expenses) | 22,785 | 0.3 | (43,234 | ) | 0.8 | (66,019 | ) | (152.7 | ) | |||||||||||||||
| Net loss | (13,838,227 | ) | 190.1 | (4,317,642 | ) | 79.0 | (9,520,585 | ) | (220.5 | ) | ||||||||||||||
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Revenues
Total revenues increased by 33.2% from US$5,466,243 for the year ended March 31, 2025 to US$7,278,837 for the year ended March 31, 2026. The increase was primarily due to a significant increase in our advisory fees, brokerage commissions, handling income, investment management fee income and underwriting and placement income, which were partially offset by a decrease in our due diligence services fees and introducing and referral income.
Advisory fees – Advisory fees increased significantly by 3,595.0% from US$10,624 for the year ended March 31, 2025 to US$392,559 for the year ended March 31, 2026. The increase was primarily due to the commencement of four new engagements in 2026. In addition, there was one engagement which commenced in March 2025 and therefore only one month of the advisory fees was recognized for the year ended March 31, 2025, while full year of engagement was involved for the year ended March 31, 2026.
Brokerage commissions – Brokerage commissions increased by 197.7% from US$329,246 for the year ended March 31, 2025 to US$980,261 for the year ended March 31, 2026. This increase was primarily attributed to an increase in the weighted average brokerage commissions related to exchanges in the United States during the year ended March 31, 2026. Brokerage commissions related to exchanges in the United States increased by US$704,238 from US$58,557 for the year ended March 31, 2025 to US$762,795 for the year ended March 31, 2026. The number of active accounts increased from 35 for the year ended March 31, 2025 to 93 for the year ended March 31, 2026, and trading volumes of our securities brokerage activities related to exchanges in the United States increased from US$57,387,017 for the year ended March 31, 2025 to US$92,516,213 for the year ended March 31, 2026, the weighted average commission rates related to exchanges in the United States increased significantly from 0.10% to 0.82%. The increase was attributable to our minimum charge of US$7 per transaction for the securities brokerage activities in the secondary market related to exchanges in the United States, coupled with a higher volume of small-value transactions incurred during the year ended March 31, 2026. This increment in commission rate led to an overall increase in brokerage commissions from the exchanges in the United States.
Meanwhile, brokerage commissions related to exchange in Hong Kong decreased to US$217,466 for the year ended March 31, 2026 from US$270,689 for the year ended March 31, 2025. Despite the trading volumes related to exchange in Hong Kong increased from US$114,895,166 for the year ended March 31, 2025 to US$144,788,207 for the year ended March 31, 2026, the number of active account and weighted average commission rates decreased from 280 and 0.24%, respectively for the year ended March 31, 2025 to 253 and 0.15%, respectively for the year ended March 31, 2026. The decrease in weighted average commission rates was because we were engaged in less securities brokerage activities in the primary market in which we normally charged a higher commission rate when compared to the secondary market. However, the increased participation in the United States market outweigh the decrease in the Hong Kong market, resulting in an overall increase in brokerage commissions for the year ended March 31, 2026.
Due diligence service fees – Due diligence service fees decreased from US$79,543 for the year ended March 31, 2025, to nil for the year ended March 31, 2026. This was primarily because we were not engaged in any due diligence services during the year ended March 31, 2026 and we onboarded four due diligence projects during the year ended March 31, 2025.
Handling income – Handling income increased significantly from US$127,745 for the year ended March 31, 2025 to US$1,308,822 for the year ended March 31, 2026. The increase was mainly due to our increased involvement in handling transactions involving the transfer of physical shares held by customers to exchanges in Hong Kong and the United States for custodian services in 2026. Handling income on transfer of physical shares increased from US$69,996 for the year ended March 31, 2025 to US$1,246,445 for the year ended March 31, 2026.
Introducing and referral income – Introducing and referral income decreased significantly by 48.6%, from US$4,681,683 for the year ended March 31, 2025, to US$2,404,433 for the year ended March 31, 2026. This decrease was primarily due to a one-off introducing and referring income received from a new customer in 2025 amounting to US$2,925,128 which did not recur in 2026. Such income contributed approximately 62.5% of the total introducing and referral income during the year ended March 31, 2025. The decrease was partially offset by the introducing and referral income generated from the successful acquisition of new customers and the retention of existing customers in 2026.
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Investment management fee income – Investment management fee income increased from US$60,012 for the year ended March 31, 2025 to US$495,101 for the year ended March 31, 2026. The increase was primarily due to the management fee income generated from the fund managed by us starting from September 2024 increased from 1.2% to 2% per annum of the fund’s net asset values since November 2025. We also received an extra management fee income charged at 1.5% of the subscription amount for the shares issued by the fund. Additionally, we successfully onboarded a new engagement to manage a fund in September 2025. The income from this fund represented a management fee charged at 2.5% of the subscription amount for the shares issued by the fund.
Underwriting and placement income – Underwriting and placement income increased significantly by 1,164.5% from US$114,091 for the year ended March 31, 2025 to US$1,442,673 for the year ended March 31, 2026, primarily due to increase underwriting and placement engagements during the year ended March 31, 2026. Specifically, we were involved in 6 underwriting and placement projects among equity shares and 1 project among bonds and other instruments, compared to 5 projects among equity shares and no project among bonds and other instruments during the year ended March 31, 2025. The placement project among bonds and other instruments accounted for approximately 32.8% of the overall underwriting and placement income for the year ended March 31, 2026. It generated a high weighted average fee rate of 4.77%, which was significantly higher than the fee rates for equity underwriting and placement projects at 0.86% and therefore the overall underwriting and placement income increased significantly. As of March 31, 2026, all related projects were completed with no outstanding obligations.
Interest income and others – Interest income and others increased from US$63,299 for the year ended March 31, 2025 to US$254,988 for the year ended March 31, 2026. The increase was primarily due to a rise in interest from customers on overdue receivables arising from brokerage transactions, from US$57,191 for the year ended March 31, 2025 to US$201,531 for the year ended March 31, 2026.
Following the issuance of shares during the year ended March 31, 2026, higher average cash balances was placed in banks and there was a rise in interests from bank deposits from US$903 for the year ended March 31, 2025 to US$34,766 for the year ended March 31, 2026.
Additionally, we invested in equity securities during the year ended March 31, 2026 and recognized a gain of $14,107 upon their disposal, which no such activities were undertaken during the year ended March 31, 2025.
Expenses
Allowance for expected credit losses - Allowance for expected credit losses decreased from US$98,022 for the year ended March 31, 2025 to US$36,846 for the year ended March 31, 2026. This decrease was primarily driven by the decrease in expected credit loss rate on receivables from customers from 0.96% for the year ended March 31, 2025 to 0.89% for the year ended March 31, 2026, reflecting changes in credit risk and prevailing economic conditions.
Amortization of intangible assets – Amortization of intangible assets increased from nil for the year ended March 31, 2025 to US$1,015,553 for the year ended March 31, 2026, which was a result of intellectual properties acquired in an asset acquisition in November 2025. Intellectual properties are amortized on a straight-line basis over their expected useful lives, which we have assessed with reference to, among other factors, the external valuation report and the period over which the assets are expected to contribute directly or indirectly to our future cash flows.
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Brokerage, clearing and exchange fees – Brokerage, clearing and exchange fees increased by US$2,679,049, or 187.6%, from US$1,427,997 for the year ended March 31, 2025 to US$4,107,046 for the year ended March 31, 2026. The increase was primarily attributable to higher transaction-related activities supporting our revenue streams, including advisory fee income, brokerage commissions, handling income, introducing and referral income, investment management fee income, and underwriting and placement income. More specifically, amounts recorded under this expense line item in respect of advisory fee income increased from nil for the year ended March 31, 2025 to US$93,672 for the year ended March 31, 2026. Amounts relating to brokerage commission income increased from US$49,080 for the year ended March 31, 2025 to US$475,308 for the year ended March 31, 2026. Amounts relating to handling income increased from US$39,324 for the year ended March 31, 2025 to US$887,831 for the year ended March 31, 2026. Amounts relating to investment management fee income increased from nil for the year ended March 31, 2025 to US$145,501 for the year ended March 31, 2026. Amounts relating to underwriting and placement income increased from nil for the year ended March 31, 2025 to US$835,611 for the year ended March 31, 2026. In addition, although our introducing and referral income decreased significantly for the year ended March 31, 2026 due to a one-off income received from a customer in 2025 that did not recur this year, the related transaction costs recorded under brokerage, clearing and exchange fees increased from US$1,339,593 for the year ended March 31, 2025 to US$1,669,124 for the year ended March 31, 2026, primarily due to increased transaction volume generated by the remaining customers.
Communications and technology – Communications and technology expenses increased by 48.3% from US$1,817,001 for the year ended March 31, 2025 to US$2,694,539 for the year ended March 31, 2026. The increase was mainly due to our effort to enhance operational efficiency through subscriptions to financial community networks and advanced IT operation systems, which aided in streamlining our daily operations. In addition, we subscribed to an application with advanced machine learning and data analysis techniques to assist us in delivering more accurate and reliable trading recommendations in January 2025 for a one-year term. As a result, such expenses recognized for only three months for the year ended March 31, 2025, compared to nine months for the year ended March 31, 2026.
Compensation and benefits – Compensation and benefits expenses increased by 7.2% from US$3,719,689 for the year ended March 31, 2025 to US$3,988,025 for the year ended March 31, 2026. This increase was primarily due to the appointment of executive director in October 2025 and a signing bonus of US$297,929 incurred in connection with the appointment, which resulted in higher staff compensation expenses for the year ended March 31, 2026.
Depreciation – Depreciation expenses increased by 83.7% from US$58,762 for the year ended March 31, 2025 to US$107,940 for the year ended March 31, 2026 due to additions of property and equipment related to our office.
Fair value loss on equity securities investments – Fair value loss on equity securities investments for the year ended March 31, 2026 was US$11,139, compared to nil for the year ended March 31, 2025. The increase was due to the decline in fair value of equity securities acquired during the year ended March 31, 2026 while no such investments made during the year ended March 31, 2025.
Loss on disposal of property and equipment - Loss on disposal of property and equipment for the year ended March 31, 2025 was US$15,319, compared to nil for the year ended March 31, 2026. The decrease was due to the derecognition of leasehold improvements associated with the old office during the year ended March 31, 2025 while no such expenses were incurred during the year ended March 31, 2026.
Occupancy costs – Occupancy costs decreased by 11.7% from US$169,866 for the year ended March 31, 2025 to US$149,913 for the year ended March 31, 2026, primarily due to the absence of a short term rent paid before we relocated to new office for the year ended March 31, 2025.
Professional fees – Professional fees increased significantly from US$770,898 for the year ended March 31, 2025 to US$5,848,508 for the year ended March 31, 2026. The increase in professional fees was primarily due to the professional services incurred related to (i) consultant compensation for the share based payment granted in June 2025 amounting to US$3,670,996; (ii) operating support services for the fund we managed during the year ended March 31, 2026 amounting to US$291,209; and (iii) finder service for acquisition of assets amounting to US$1,192,438 which was not incurred in the prior year.
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Travel and business development – Travel and business development expenses increased by 98.5% from US$1,514,960 for the year ended March 31, 2025 to US$3,006,840 for the year ended March 31, 2026. The increase was mainly due to (i) an investment in marketing and branding services for enhancing our brand visibility and supporting our expansion into Southeast Asia markets of US$367,446; (ii) we started an investor relations consulting agreement in January 2025 for a one-year term. As a result, such expenses recognized for only three months for the year ended March 31, 2025 amounting to US$128,295, compared to nine months for the year ended March 31, 2026 amounting to US$384,424; (iii) consultant services for our business development amounting to US$183,981; (iv) our new subsidiary, Mental Form (HK) Limited (“MFHK”) incurred exhibition expenses of US$330,123 as part of our marketing and promotional initiatives; and (v) an increase of travel and entertainment expenses amounting to US$355,631 for travelling costs and establishing potential customer network with business development.
Other administrative expenses – Other administrative expenses increased from US$148,137 for the year ended March 31, 2025 to US$173,500 for the year ended March 31, 2026, primarily due to an increase in license fees paid for our licensed individuals performing Type 1, Type 4, and Type 9 regulated activities in Hong Kong of US$10,183.
Loss before income taxes
We recorded a loss before income taxes of US$13,861,012 for the year ended March 31, 2026, compared to US$4,274,408 for the year ended March 31, 2025. Although we experienced significant revenue growth, our profitability continued to be impacted by increased expenditures. The rise in expenses was mainly attributable to (i) amortization of intangible assets, (ii) elevated marketing and public relations costs aimed at enhancing operational efficiency and brand visibility, (iii) higher brokerage, clearing and exchange fees driven by increased transactions associated with advisory fees, brokerage commissions, handling income, introducing and referral income, investment management fee income and underwriting and placement income; and (iv) higher professional fees incurred for the share based payment to consultants granted in June 2025. These factors collectively contributed to our loss before income taxes for the year ended March 31, 2026.
Income tax benefits (expenses)
Income tax benefits changed from income tax expenses of US$43,234 for the year ended March 31, 2025 to income tax benefits of US$22,785 for the year ended March 31, 2026. The effective tax rate changed from an income tax expense rate of 1.0% for the year ended March 31, 2025 to an income tax benefit rate of 0.1% for the year ended March 31, 2026. Although we recorded a loss before income taxes of US$13,861,012 for the year ended March 31, 2026, the resulting tax benefit was substantially offset because a significant portion of the accounting loss did not give rise to recognized tax benefits. This primarily reflected expenses and losses that were not deductible or not expected to be utilized for tax purposes, including amortization of acquired intangible assets, consultant share-based payments and expenses incurred by entities that did not conduct substantive revenue-generating operations during the year. In addition, we recorded a valuation allowance against deferred tax assets to the extent that realization was not considered more-likely-than-not. As a result, we recorded only a small income tax benefit for the year ended March 31, 2026, despite the substantial loss before income taxes.
Net loss
As a result of the foregoing factors, net loss increased by 220.5% from US$4,317,642 for the year ended March 31, 2025 to US$13,838,227 for the year ended March 31, 2026.
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Year Ended March 31, 2025 Compared to Year Ended March 31, 2024
| For the Years Ended March 31, | ||||||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||||||
| US$ | % of total revenues | US$ | % of total revenues | Amount | % | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| Advisory fees | 10,624 | 0.2 | 420,918 | 29.9 | (410,294 | ) | (97.5 | ) | ||||||||||||||||
| Brokerage commissions | 302,366 | 5.5 | 391,060 | 27.8 | (88,694 | ) | (22.7 | ) | ||||||||||||||||
| Brokerage commissions-related parties | 26,880 | 0.5 | 7,119 | 0.5 | 19,761 | 277.6 | ||||||||||||||||||
| Due diligence service fees | 79,543 | 1.5 | - | - | 79,543 | 100.0 | ||||||||||||||||||
| Handling income | 127,745 | 2.3 | 125,736 | 8.9 | 2,009 | 1.6 | ||||||||||||||||||
| Handling income-related parties | - | - | 2,130 | 0.2 | (2,130 | ) | (100.0 | ) | ||||||||||||||||
| Introducing and referral income | 4,681,683 | 85.7 | 264,941 | 18.8 | 4,416,742 | 1,667.1 | ||||||||||||||||||
| Investment management fee income | 60,012 | 1.1 | - | - | 60,012 | 100.0 | ||||||||||||||||||
| Underwriting and placement income | 114,091 | 2.1 | 152,638 | 10.8 | (38,547 | ) | (25.3 | ) | ||||||||||||||||
| Interest income and others | 61,019 | 1.1 | 42,489 | 3.0 | 18,530 | 43.6 | ||||||||||||||||||
| Interest income and others-related parties | 2,280 | - | 1,438 | 0.1 | 842 | 58.6 | ||||||||||||||||||
| Total revenues | 5,466,243 | 100.0 | 1,408,469 | 100.0 | 4,057,774 | 288.1 | ||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
| Allowance for expected credit losses | (98,022 | ) | 1.8 | (7,668 | ) | 0.5 | 90,354 | 1,178.3 | ||||||||||||||||
| Brokerage, clearing and exchange fees | (1,427,997 | ) | 26.2 | (69,735 | ) | 4.9 | 1,358,262 | 1,947.7 | ||||||||||||||||
| Communications and technology | (1,817,001 | ) | 33.2 | (437,700 | ) | 31.1 | 1,379,301 | 315.1 | ||||||||||||||||
| Compensation and benefits | (3,719,689 | ) | 68.0 | (3,286,834 | ) | 233.3 | 432,855 | 13.2 | ||||||||||||||||
| Depreciation | (58,762 | ) | 1.1 | (9,421 | ) | 0.7 | 49,341 | 523.7 | ||||||||||||||||
| Loss on disposal of property and equipment | (15,319 | ) | 0.3 | - | - | 15,319 | 100.0 | |||||||||||||||||
| Occupancy costs | (169,866 | ) | 3.1 | (95,416 | ) | 6.8 | 74,450 | 78.0 | ||||||||||||||||
| Professional fees | (770,898 | ) | 14.1 | (377,275 | ) | 26.8 | 393,623 | 104.3 | ||||||||||||||||
| Travel and business development | (1,514,960 | ) | 27.7 | (1,611,485 | ) | 114.4 | (96,525 | ) | (6.0 | ) | ||||||||||||||
| Other administrative expenses | (148,137 | ) | 2.7 | (89,054 | ) | 6.4 | 59,083 | 66.3 | ||||||||||||||||
| Total expenses | (9,740,651 | ) | 178.2 | (5,984,588 | ) | 424.9 | 3,756,063 | 62.8 | ||||||||||||||||
| Loss before income taxes | (4,274,408 | ) | 78.2 | (4,576,119 | ) | 324.9 | 301,711 | 6.6 | ||||||||||||||||
| Income tax expenses | (43,234 | ) | 0.8 | (13,359 | ) | 0.9 | 29,875 | 223.6 | ||||||||||||||||
| Net loss | (4,317,642 | ) | 79.0 | (4,589,478 | ) | 325.8 | 271,836 | 5.9 | ||||||||||||||||
Revenues
Total revenues increased by 288.1% from US$1,408,469 for the year ended March 31, 2024 to US$5,466,243 for the year ended March 31, 2025. The increase was primarily due to a significant increase in our due diligence service fees, introducing and referral income and investment management fee income, which were partially offset by a decrease in our advisory fees, brokerage commissions and underwriting and placement income.
Advisory fees – Advisory fees decreased by 97.5% from US$420,918 for the year ended March 31, 2024 to US$10,624 for the year ended March 31, 2025. The decrease was primarily due to the termination of our previous investment advisory arrangement in November 2023 and the commencement of a new engagement in March 2025. As a result, advisory fee revenue was recognized for only one month for the year ended March 31, 2025, compared to eight months for the year ended March 31, 2024.
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Brokerage commissions – Brokerage commissions decreased by 17.3% from US$398,179 for the year ended March 31, 2024 to US$329,246 for the year ended March 31, 2025. This decrease was primarily attributed to a reduction in the weighted average brokerage commissions related to exchanges in Hong Kong during the year ended March 31, 2025. Brokerage commissions related to exchanges in the Hong Kong decreased by US$105,239 from US$375,928 for the year ended March 31, 2024 to US$270,689 for the year ended March 31, 2025. Despite the number of active accounts increased from 233 for the year ended March 31, 2024 to 280 for the year ended March 31, 2025, and trading volumes of our securities brokerage activities related to exchanges in the Hong Kong increased from US$107,899,623 for the year ended March 31, 2024 to US$114,895,166 for the year ended March 31, 2025, the weighted average commission rates related to exchanges in the Hong Kong decreased significantly from 0.35% to 0.24%. This reduction in commission rate led to an overall decline in brokerage commissions from the Hong Kong exchange.
Meanwhile, brokerage commissions related to exchanges in the United States increased to US$58,557 for the year ended March 31, 2025 from US$22,251 for the year ended March 31, 2024. Despite the number of active account and weighted average commission rates decreasing from 172 and 0.17%, respectively for the year ended March 31, 2024 to 35 and 0.10%, respectively for the year ended March 31, 2025, trading volumes related to exchanges in the United States increased from US$13,464,727 for the year ended March 31, 2024 to US$57,387,017 for the year ended March 31, 2025. However, the decreased participation in the Hong Kong market outweigh the increase in the United States market, resulting in an overall reduction in brokerage commissions for the year ended March 31, 2025.
Due diligence service fees – Due diligence service fees increased from nil for the year ended March 31, 2024, to US$79,543 for the year ended March 31, 2025. This increase was driven by the launch of a new due diligence service during the year ended March 31, 2025, as part of our strategy to diversify revenue streams. The new service leverages our expertise to provide comprehensive due diligence support to clients. For the year ended March 31, 2025, we successfully onboarded four projects. No such services were offered for the year ended March 31, 2024.
Handling income – Handling income remained largely stable with a slight decrease of US$121 from US$127,866 for the year ended March 31, 2024 to US$127,745 for the year ended March 31, 2025, reflecting no significant changes in operation.
Introducing and referral income – Introducing and referral income increased significantly by 1,667.1%, from US$264,941 for the year ended March 31, 2024, to US$4,681,683 for the year ended March 31, 2025. This substantial growth was primarily driven by the successful onboarding of a new customer, which contributed approximately 62.5% of the total introducing and referral income during the year. Under the terms of our agreement with this customer, we were entitled to a fee for successfully referring investors to participate in their capital-raising activities, including subscriptions for shares or convertible bonds. In addition, we continued to generate referral income from an existing customer with whom we have maintained an active business relationship since January 2024.
Investment management fee income – Investment management fee income increased from nil for the year ended March 31, 2024 to US$60,012 for the year ended March 31, 2025. The increase was primarily due to the new engagement of a fund managed by us in September 2024 after the previous fund managed by us had been fully redeemed in February 2023. This income represented a management fee charged at one-twelfth (1/12) of 1.2% per month of the net asset values of the fund we managed.
Underwriting and placement income – Underwriting and placement income decreased by 25.3% from US$152,638 for the year ended March 31, 2024 to US$114,091 for the year ended March 31, 2025, primarily due to absence of underwriting and placement income related to bonds and other instruments during the year ended March 31, 2025, compared to US$43,322 generated for the year ended March 31, 2024.
While the deal sizes for equity shares increased from US$5,172,364 for the year ended March 31, 2024 to US$10,443,458 for the year ended March 31, 2025, both the number of projects and the weighted average fee rate declined from 7 projects and 2.11%, respectively, for the year ended March 31, 2024 to 5 projects and 1.09%, respectively, for the year ended March 31, 2025. The combination of lower fee rates and the narrower project mix led to the overall decline in underwriting and placement income. As of March 31, 2025, all related projects were completed with no outstanding obligations.
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Interest income and others – Interest income and others increased from US$43,927 for the year ended March 31, 2024 to US$63,299 for the year ended March 31, 2025. The increase was primarily due to a rise in interest from customers regarding overdue receivables arising from brokerage transactions, from $36,838 for the year ended March 31, 2024 to US$57,191 for the year ended March 31, 2025.
Expenses
Allowance for expected credit losses - Allowance for expected credit losses increased from US$7,668 for the year ended March 31, 2024 to US$98,022 for the year ended March 31, 2025. This increase was primarily driven by the growth in receivables from customers, for which higher allowances were recognized to reflect changes in credit risk and the prevailing economic conditions during the year ended March 31, 2025.
Brokerage, clearing and exchange fees – Brokerage, clearing and exchange fees increased from US$69,735 for the year ended March 31, 2024 to US$1,427,997 for the year ended March 31, 2025. The increase was primarily attributable to higher transaction-related activities supporting our revenue streams, including brokerage commissions, handling income and introducing and referral income. More specifically, amounts recorded under this expense line item in respect of brokerage commissions increased from US$44,788 for year ended March 31, 2024 to US$49,080 for the year ended March 31, 2025. Amounts relating to handling income increased from nil for the year ended March 31, 2024 to US$39,324 for the year ended March 31, 2025. In addition, amounts relating to introducing and referral income increased from US$24,947 for year ended March 31, 2024 to US$1,339,593 for the year ended March 31, 2025. The increase reflected a substantial payment to a third party as referral fee for the year ended March 31, 2025.
Communications and technology – Communications and technology expenses sharply increased by 315.1% from US$437,700 for the year ended March 31, 2024 to US$1,817,001 for the year ended March 31, 2025. The increase was mainly due to our effort to enhance operational efficiency through subscriptions to financial community networks and advanced IT operation systems, which aided in streamlining our daily operations. In addition, we subscribed to an application with advanced machine learning and data analysis technique to assist us in delivering more accurate and reliable trading recommendations.
Compensation and benefits – Compensation and benefits expenses increased by 13.2% from US$3,286,834 for the year ended March 31, 2024 to US$3,719,689 for the year ended March 31, 2025. This increase was primarily due to the increase in referral commission in line with our revenue growth, as well as increased personnel costs incurred with headcount expansion and annual salary adjustments during the year ended March 31, 2025. Further there was an increase in salary for the head of investor relationship and strategic planning who was employed since February 2024 thus only two months of his salary was accounted for the year ended March 31, 2024, as compared to 12 months for the year ended March 31, 2025. These increases were partially offset by the resignation of an executive director with effect in April 2024.
Depreciation – Depreciation expenses increased by 523.7% from US$9,421 for the year ended March 31, 2024 to US$58,762 for the year ended March 31, 2025 due to additions of property and equipment related to the relocation to our new office.
Loss on disposal of property and equipment - Loss on disposal of property and equipment for the year ended March 31, 2025 was US$15,319, compared to nil for the year ended March 31, 2024. The increase was due to the derecognition of leasehold improvements associated with the old office during the year ended March 31, 2025 while no such expenses incurred during the year ended March 31, 2024.
Occupancy costs – Occupancy costs increased by 78.0% from US$95,416 for the year ended March 31, 2024 to US$169,866 for the year ended March 31, 2025, primarily due to an increase in lease payments, building management fees and government rates as a result of moving into a new office premises.
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Professional fees – Professional fees increased from US$377,275 for the year ended March 31, 2024 to US$770,898 for the year ended March 31, 2025. The increase in professional fees was primarily due to the Nasdaq Capital Market annual fees incurred following the completion of our initial public offering, as well as professional services and printing fees incurred related to post-listing activities.
Travel and business development – Travel and business development expenses decreased by 6.0% from US$1,611,485 for the year ended March 31, 2024 to US$1,514,960 for the year ended March 31, 2025. The decrease was mainly due to the absence of listing related closing ceremony expenses incurred during the year ended March 31, 2024, offset by continued investments in public relations and investor engagement and fees for designing and executing a proactive investor relations program to enhance brand image and expand market visibility.
Other administrative expenses – Other administrative expenses increased from US$89,054 for the year ended March 31, 2024 to US$148,137 for the year ended March 31, 2025, primarily due to a rise in costs associated with office operations and company insurance premiums.
Loss before income taxes
We recorded a loss before income taxes of US$4,274,408 for the year ended March 31, 2025, compared to US$4,576,119 for the year ended March 31, 2024. Although we experienced significant revenue growth, our profitability continued to be impacted by increased expenditures. The rise in expenses was mainly attributable to ongoing expenditure in advanced IT systems, elevated marketing and public relations costs aimed at enhancing operational efficiency and brand visibility, and higher brokerage, clearing and exchange fees driven by increased introducing and referral income. Additionally, professional fees increased following the completion of our initial public offering. These factors collectively contributed to our loss before income taxes for the year ended March 31, 2025.
Income tax expenses
Income tax expense increased from US$13,359 for the year ended March 31, 2024, to US$43,234 for the year ended March 31, 2025. The increase was primarily driven by higher assessable profits resulting from the growth in revenue during the year ended March 31, 2025. Our effective tax rate changed from 0.2% charged for the year ended March 31, 2024, to 1.0% charged for the year ended March 31, 2025. The change was primarily attributable to an increase in tax losses not expected to be utilized, which reduced the recognized tax benefit in for the year ended March 31, 2025 compared to the year ended March 31, 2024, reflecting a higher proportion of losses for which deferred tax assets were not recognized due to uncertainty over future taxable profits. This was partially offset by a net change in valuation allowance compared to 2024, which in the prior year included a valuation allowance adjustment that increased the tax benefit. In addition, the benefit from the two-tiered profits tax regime decreased in 2025, reflecting a lower level of income eligible for preferential tax rates. As a result, we recorded a higher effective tax rate in 2025 compared to 2024.
Net loss
As a result of the foregoing factors, net loss decreased by 5.9% from US$4,589,478 for the year ended March 31, 2024 to US$4,317,642 for the year ended March 31, 2025.
Liquidity and Capital Resources
Prior to our initial public offering on December 1, 2023, our principal sources of liquidity to finance our operating activities were from the financings provided by our related parties and major shareholders.
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On December 1, 2023, we completed our initial public offering on the Nasdaq. In this offering, 12,500 ordinary shares were issued at an adjusted public offering price of US$800 per share. In addition, we entered into an underwriting agreement with the underwriter on November 30, 2023, which granted the underwriter a 45-day option to purchase up to an additional 1,875 ordinary shares at the adjusted public offering price of US$800 per share, less underwriting discounts, to cover any over-allotment. Subsequently, on December 4, 2023, the underwriter exercised the over-allotment option in full, purchasing an additional 1,875 ordinary shares at the adjusted public offering price of US$800 per share. The initial public offering and the exercise of the over-allotment option closed on December 5, 2023, with gross proceeds totaling US$11,500,000, before deducting underwriting discounts and offering expenses.
As of March 31, 2026, we had US$17,523,381 in cash and restricted cash, all were held in Hong Kong dollars, United States dollars and Japanese Yen. Our cash and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.
We believe that our current cash and restricted cash and our anticipated cash flows from operations will be sufficient to meet our cash needs for general corporate purposes for at least the next 12 months. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
Regulatory Capital Requirements
As our Operating Subsidiaries are regulated by HKSFC in relation to their operating activities in Hong Kong, local rules and regulations require the Operating Subsidiaries to maintain relevant capital adequacy levels. The following table illustrates the minimum regulatory capital as established by HKSFC that our subsidiaries were required to maintain as of March 31, 2026, 2025 and 2024 the actual amounts of capital maintained.
Capital requirements as of March 31, 2026
| Minimum Regulatory Capital Requirements | Capital Levels Maintained | Excess Net Capital | Percent of Requirement Maintained | |||||||||||||
| I Win Securities Limited | $ | 382,863 | $ | 1,649,758 | $ | 1,266,895 | 431 | % | ||||||||
| I Win Asset Management Limited(1) | 12,762 | 78,742 | 65,980 | 617 | % | |||||||||||
| Total | $ | 395,625 | $ | 1,728,500 | $ | 1,332,875 | 437 | % | ||||||||
| (1) | I Win Asset Management is only required to file its regulatory returns in June and December of every year. The capital level presented above as of March 31, 2026 reflects the position as submitted in its regulatory return as of December 2025. |
Capital requirements as of March 31, 2025
| Minimum Regulatory Capital Requirements | Capital Levels Maintained | Excess Net Capital | Percent of Requirement Maintained | |||||||||||||
| I Win Securities Limited | $ | 385,610 | $ | 788,187 | $ | 402,577 | 204 | % | ||||||||
| I Win Asset Management Limited(1) | 12,854 | 58,356 | 45,502 | 454 | % | |||||||||||
| Total | $ | 398,464 | $ | 846,543 | $ | 448,079 | 212 | % | ||||||||
| (2) | I Win Asset Management is only required to file its regulatory returns in June and December of every year. The capital level presented above as of March 31, 2025 reflects the position as submitted in its regulatory return as of December 2024. |
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Capital requirements as of March 31, 2024
| Minimum Regulatory Capital Requirements | Capital Levels Maintained | Excess Net Capital | Percent of Requirement Maintained | |||||||||||||
| I Win Securities Limited | $ | 383,345 | $ | 1,640,332 | $ | 1,256,987 | 428 | % | ||||||||
| I Win Asset Management Limited(1) | 12,778 | 72,452 | 59,674 | 567 | % | |||||||||||
| Total | $ | 396,123 | $ | 1,712,784 | $ | 1,316,661 | 432 | % | ||||||||
| (1) | I Win Asset Management is only required to file its regulatory returns in June and December of every year. The capital level presented above as of March 31, 2024 reflects the position as submitted in its regulatory return as of December 2023. |
As of March 31, 2026, 2025 and 2024, all our Operating Subsidiaries were in compliance with their respective regulatory capital requirements. We consider ourselves having strong and adequate capital resources to carry out our operations.
Cash Flows
The following table sets forth a summary of our cash flows for the years ended March 31, 2026, 2025 and 2024 as indicated.
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Net cash used in operating activities | (4,234,334 | ) | (1,148,574 | ) | (7,090,770 | ) | ||||||
| Net cash used in investing activity | (6,310,193 | ) | (218,235 | ) | (1,448 | ) | ||||||
| Net cash provided by financing activities | 20,398,998 | 263,485 | 9,693,950 | |||||||||
| Effect of exchange rates on cash and restricted cash | (216,714 | ) | 50,746 | 19,270 | ||||||||
| Net increase (decrease) in cash and restricted cash | 9,637,757 | (1,052,578 | ) | 2,621,002 | ||||||||
| Cash and restricted cash, beginning of year | 7,885,624 | 8,938,202 | 6,317,200 | |||||||||
| Cash and restricted cash, end of year | 17,523,381 | 7,885,624 | 8,938,202 | |||||||||
Operating activities
Net cash used in operating activities for the year ended March 31, 2026 was US$4,234,334, as compared to the net loss of US$13,838,227. The difference was primarily attributable to (i) amortization of intangible assets of US$1,015,553; (ii) share based compensation expenses of US$4,529,716; (iii) an increase of US$1,936,441 in receivables from customers and an increase of US$7,523,219 in payables to customers, which were impacted by our customers’ fund allocation preferences of placing more cash with us in the designated accounts for their securities brokerage transactions; (iv) an increase of US$5,160,856 in receivables from broker-dealers and clearing organizations and an increase of US$1,072,567 in payables to broker-dealers and clearing organizations, which were because there were more unsettled trades on trade-date basis related to exchange in Hong Kong and more cash being placed near the year end date with our broker-dealers in relation to our customers’ securities dealing activities; (v) an increase of US$951,434 in inventories held for new business from our new subsidiary; and (vi) a decrease of US$3,327,875 in prepayments and other assets, which was attributed to the utilization of previously made advance payments for IT and marketing services delivered.
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Net cash used in operating activities for the year ended March 31, 2025 was US$1,148,574, as compared to the net loss of US$4,317,642. The difference was primarily attributable to (i) share based compensation expenses of US$1,684,642; (ii) an increase of US$469,439 in receivables from customers and an increase of US$1,382,549 in payables to customers, which were impacted by our customers’ fund allocation preferences of placing more cash with us in the designated accounts for their securities brokerage transactions; (iii) an increase of US$493,994 in receivables from broker-dealers and clearing organizations and an increase of US$90,393 in payables to broker-dealers and clearing organizations, which were because there were more unsettled trades on trade-date basis related to exchange in Hong Kong and more cash being placed near the year end date with our broker-dealers in relation to our customers’ securities dealing activities; (iv) a decrease of US$607,790 in prepayments and other assets, which was attributed to the utilization of previously made advance payments for IT and marketing services delivered; and (v) an increase in accrued expenses and other liabilities of US$164,017, primarily related to professional fee for legal and regulatory advisory services and referral commission accrued.
Net cash used in operating activities for the year ended March 31, 2024 was US$7,090,770, as compared to the net loss of US$4,589,478. The difference was primarily attributable to (i) advance payment of US$6,312,352 made to secure future IT and marketing services, aimed at enhancing operational efficiency and facilitating brand building initiatives; (ii) share based compensation expenses of US$1,871,499; (iii) a decrease of US$1,253,197 in receivables from customers and a decrease of US$1,513,641 in payables to customers, which were significantly impacted by our customers’ fund allocation preferences on one specific date whereby on March 31, 2024, our customers left less cash with us in the designated accounts for their securities brokerage transactions; and (iv) a decrease of US$4,012,562 in receivables from broker-dealers and clearing organizations and a decrease of US$1,898,448 in payables to broker-dealers and clearing organizations, which were because there were less unsettled trades on trade-date basis related to exchange in Hong Kong and less cash being placed near the year end date with our broker-dealers in relation to our customers’ securities dealing activities.
Investing activities
Net cash used in investing activities for the year ended March 31, 2026 was US$6,310,193. This was primarily attributable to (i) purchases of property and equipment of US$104,711; (ii) cash consideration and directly attributable transaction costs of US$5,050,000 paid in connection with the acquisition of MFBVI, comprising cash consideration of US$5,000,000 and transaction costs of US$50,000; (iii) settlement of outstanding payment obligations of US$1,127,174 assumed in respect of intellectual property arrangements entered into by MFHK prior to the Company’s acquisition of MFBVI; and (iv) net payment for acquisition of equity securities of US$28,308.
The total cost of the MFBVI asset acquisition was US$10,750,000, comprising cash consideration of US$5,000,000, the fair value of 178,125 Class A ordinary shares issued as consideration of US$5,700,000, and directly attributable transaction costs of US$50,000. The share consideration was a non-cash component of the acquisition consideration and therefore was not included in net cash used in investing activities.
The MFBVI acquisition was accounted for as an asset acquisition under ASC 805. A significant portion of the acquisition cost was allocated to finite-lived intangible assets and related contractual rights, resulting in amortization expense of US$1,015,553 for the year ended March 31, 2026. The Company will continue to evaluate these intangible assets for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Net cash used in investing activities for the years ended March 31, 2025 and 2024 was US$218,235 and US$1,448, respectively, which was fully spent on the purchase of property and equipment.
Financing activities
Net cash provided by financing activities for the year ended March 31, 2026 was US$20,398,998. This was primarily due to net proceeds from issuance of common shares of US$20,641,722, offset by repayment to financing obtained from related parties of US$242,724.
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Net cash provided by financing activities for the years ended March 31, 2025 was US$263,485 solely due to financing obtained from related parties.
Net cash provided by financing activities for the year ended March 31, 2024 was US$9,693,950. This was primarily due to net proceeds from issuance of common share pursuant to IPO of US$10,133,680, offset by payment of offering costs related to IPO prior to the completion of our IPO on December 1, 2023 of US$435,835.
Quantitative and Qualitative Disclosures about Market Risks
Currency risk
Our operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations, denominated in foreign currencies. We consider the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and credit risks
Financial instruments that potentially subject us to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations and receivables from customers. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
We deposit the cash with reputable banks located in Hong Kong and Macau. As of March 31, 2026, US$17,521,339 were deposited with these banks. Balances maintained with banks in Hong Kong and Macau are insured under the Deposit Protection Scheme introduced by the Hong Kong Government and Macau Government for a maximum amount of HK$500,000 (equivalent to US$63,811) and MOP500,000 (equivalent to $61,945), and further increased to HK$800,000 (equivalent to US$102,097) and MOP800,000 (equivalent to $99,112) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash.
For the credit risk related to receivables from broker-dealers and clearing organizations, receivables from customers and other assets, we perform regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. We also assess historical collection trends, aging of receivables, securities we hold on hand of these counterparts. Further, for receivables from customers related to brokerage transactions, of which under the contracts entered into between us and our customers, we are entitled to liquidate the security positions we hold on behalf of the particular customers in order to cover the receivable balances in case of default, we generally hold no collateral or security against other receivables. We consider that we have adequate controls over these receivables in order to minimize the related credit risk. As of March 31, 2026 and 2025, the balances of allowance for expected credit losses were $141,862 and $105,920, respectively.
For the years ended March 31, 2026, 2025 and 2024, most of our assets were located in Hong Kong. At the same time, we consider that we are exposed to the following concentrations of risk:
| (a) | Major customers |
For the year ended March 31, 2026, there were two counterparties who accounted for 10% or more of our revenues. Revenues from these counterparties for the year ended March 31, 2026 represented approximately 32% and 12% of our total revenue for that year. For the year ended March 31, 2025, there were two counterparties who accounted for 10% or more of our revenues. Revenues from these counterparties for the year ended March 31, 2025 represented approximately 54% and 31% of our total revenue for that year. For the year ended March 31, 2024, there were three counterparties who accounted for 10% or more of our revenues. Revenues from these counterparties for the year ended March 31, 2024 represented approximately 28%, 14% and 11% of our total revenue for that year.
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| (b) | Receivables |
As of March 31, 2026, there was one counterparty whose receivable accounted for 10% or more of our total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. This receivable accounted for approximately 60% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. As of March 31, 2025, there were three counterparties whose receivables accounted for 10% or more of our total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. These receivables accounted for approximately 37%, 23% and 10% of the total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses, respectively. As of March 31, 2026, receivable from the top counterparty represented balances due from the clearing exchange in Hong Kong which arose from unsettled trades on trade-date basis. As of March 31, 2025, receivables from the top counterparty represented cash deposits placed with broker-dealers.
Interest rate risk
Fluctuations in market interest rates may negatively affect our financial conditions and results of operations. We are exposed to floating interest rate risk on bank deposits and customers’ overdue. Nevertheless, we consider our interest rate risk is not material and we have not used any derivatives to manage or hedge our interest risk exposure.
Seasonality
The nature of our business does not appear to be affected by seasonal variations.
Inflation
Whilst inflation has been a global issue impacting many countries around the globe, inflation in Hong Kong has not materially affected our results of operations in recent years. According to the Census and Statistics Department of Hong Kong, the year-over-year percent changes in the consumer price index rose by at 1.6% for the years ended March 31, 2026 and 2025, and 1.0% for the years ended March 31, 2025 and 2024. Although we have not been affected by inflation at this point in time, we may be affected if Hong Kong and any other jurisdiction where we operate in the future experience higher rates of inflation in the future.
Research and Development, Patents and Licenses, etc.
On November 3, 2025, we acquired 100% of the equity interests in MFBVI with total consideration of US$10,750,000. As part of the acquisition, we acquired certain intellectual properties registered in the PRC, including 18 copyrights and patents and 18 trademarks, which are used in connection with our business operations and support our service offerings. As of March 31, 2026, legal title to all trademarks and 8 copyrights and patents had been transferred. While legal title to the remaining 10 copyrights and patents had not yet been transferred, we had obtained enforceable contractual rights under the acquisition agreement to acquire legal title to those copyrights and patents. Based on the relative fair value allocation, the carrying amount allocated to the copyrights and patents, including those for which legal title remained pending as of March 31, 2026, was $7,497,253 and the carrying amount allocated to the trademarks was $4,551,905. The transfer of legal title to the remaining 10 copyrights and patents was completed on April 22, 2026.
Other than the activities described above, we have not historically incurred other significant expenditures on in-house research and development activities. Following the acquisition completed in November 2025, we may, from time to time, incur limited expenses, as appropriate, in connection with the integration, administration, and maintenance of the acquired intellectual properties, as well as general professional development activities, including training, industry seminars, and conferences. These activities are intended to support our understanding and effective use of the acquired intellectual properties, assist in the protection of such intellectual properties, and help ensure compliance with applicable intellectual property rights of third parties. However, such activities do not constitute a structured research and development program. We intend to continue to evaluate opportunities to seek intellectual property protection, including patent protection where appropriate, for aspects of our business processes, methodologies, and other proprietary know-how that we believe may warrant such protection.
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Contractual obligations and Contingencies
In the normal course of our business, we are subject to contingencies, such as legal proceedings and claims arising out of our business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
As of the date of this annual report, we did not have any loss contingencies which require to be recognized or disclosed in our consolidated financial statements.
As of March 31, 2026, our contractual obligations were as follows:
| Less than 1 year | Between 1-2 years | Over 3 years | Total | |||||||||||||
| Contractual obligations | US$ | US$ | US$ | US$ | ||||||||||||
| Operating lease commitment | 81,678 | - | - | 81,678 | ||||||||||||
Off-Balance Sheet Commitments and Arrangements
We have not entered into any financial guarantees, commitments or other arrangements to guarantee payment obligations of any parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Trend Information
Other than as disclosed below, we are not aware of any material trends. In November 2025 we acquired MFBVI and established a wholly foreign-owned enterprise in the PRC to develop, produce and sell robots. Production and sales commenced in April 2026, subsequent to the reporting period. This represents a new and unproven line of business and an expansion of our existing operations; our future results, liquidity and capital resources may be materially affected by our ability to commercialize these activities, and by the associated capital expenditure, inventory investment, and regulatory and market risks in the PRC. In addition, amortization of the intellectual properties acquired in the transaction will continue to affect our results, with estimated future amortization of approximately US$11,037,728 over the next 10 years. We have incurred net losses in each of the last three fiscal years and expect these initiatives to require continued expenditure.
Critical Accounting Judgments and Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment and estimation than others in their application.
You should consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
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Acquisitions
During the year ended March 31, 2026, we completed the acquisition of MFBVI and its subsidiary. The accounting for this transaction required significant judgment in determining whether the acquired set constituted a business under ASC 805. In making this assessment, we evaluated whether the acquired set included substantive processes and an organized workforce capable of producing outputs. Based on our assessment, we concluded that the acquired set did not meet the definition of a business and accounted for the transaction as an asset acquisition. This determination affected the accounting for the transaction, including the allocation of the acquisition cost to the identifiable assets acquired and liabilities assumed and the conclusion that no goodwill was recognized.
The valuation of intangible assets acquired in the acquisition of MFBVI and its subsidiary required significant judgment and estimation by us. The valuation involved significant assumptions, including projected future cash flows and the weighted average cost of capital used as the discount rate. The projected financial information used in the valuation reflected our expectations regarding the acquired business and its future economic benefits. These assumptions are inherently uncertain and require significant judgment. Changes in these assumptions, including changes in projected operating results or the discount rate applied, could materially affect the fair value of the acquired intangible assets and the related amortization expense recognized in future periods.
Amortization of intangible assets
Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed as either finite or indefinite based on the nature of the intangible assets. Intangible assets with finite useful lives are amortized on a straight-line basis over their expected useful lives, while intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing.
Our intangible assets consist of (i) eligibility rights to trade on or through SEHK, and (ii) intellectual properties, including copyrights, patents and trademarks.
Eligibility rights to trade on or through SEHK
We determined that such assets have indefinite useful lives. These intangible assets are not amortized and are tested for impairment annually either individually or at the cash-generating unit level. These intangible assets are also evaluated annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
Intellectual properties
Intangible assets acquired in an asset acquisition are initially recognized at cost. Where a group of assets acquired does not meet the definition of a business under ASC 805, the transaction is accounted for as an asset acquisition. The total cost of the asset acquisition, including directly attributable transaction costs, is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recognized in an asset acquisition.
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Contractual rights to obtain legal title to intellectual properties are recognized as intangible assets when we obtained enforceable contractual rights in respect of the underlying intellectual properties and such rights are capable of being separately identified. Where legal title to the underlying intellectual properties has not yet been transferred as of the reporting date, the related carrying amount is presented as contractual rights to obtain legal title to intellectual properties. Upon completion of the legal title transfer, the carrying amount is reclassified to the relevant category of intellectual properties. Such reclassification does not result in the recognition of any gain or loss.
Amortization of the contractual rights and the related intellectual property assets, as applicable, commences when we have obtained control of the relevant rights and the assets are available for their intended use. An asset is considered available for its intended use when it is capable of contributing directly or indirectly to our future cash flows in the manner intended by us. Accordingly, amortization may commence before legal title to the underlying intellectual property assets has been formally transferred.
The useful lives of the intangible assets are estimated by us with reference to, among other factors, the external valuation report and the period over which the assets are expected to contribute directly or indirectly to our future cash flows. In determining the estimated useful lives, we consider all pertinent factors, including the expected use of the assets, the useful lives of other assets to which the intangible assets may relate, the legal enforceability of the underlying rights, any legal, regulatory or contractual limitations, expected technological or commercial obsolescence, market demand, competition and the level of maintenance expenditures required to obtain the expected future economic benefits.
Intangible assets with finite useful lives are amortized over the best estimate of their useful lives using a method that reflects the pattern in which the related economic benefits are expected to be consumed or otherwise used up. We use the straight-line method when the pattern of consumption of those economic benefits cannot be reliably determined. The estimated useful lives of intellectual properties are as follows:
| Copyrights and patents | 1 to 6 years | |
| Trademarks | 10 years |
We review finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
For the years ended March 31, 2026, 2025 and 2024, amortization expense was $1,015,553, nil and nil, respectively.
Recent accounting pronouncements
See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies”.
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Item 6. Directors, Senior Management and Employees
6.A. Directors and Senior Management
The following table provides information regarding our executive officers, directors and other key employee as of the date hereof:
| Name | Age | Position(s) | ||
| Sze Ho, CHAN | 39 | Director, Chief Executive Officer, and Interim Chief Financial Officer | ||
| Ngan Sammy, SHUM | 46 | Director | ||
| Wai Lok Raymond, FONG | 51 | Executive Director | ||
| Sheung Chi Steven, WU | 46 | Independent Director, Chair of Audit Committee | ||
| B Ray Billy, TAM | 58 | Independent Director, Chair of Compensation Committee | ||
| Kevin, GUAN | 39 | Independent Director, Chair of Nominating Committee | ||
| Kit Wa, TO | 51 | Independent Director |
Sze Ho, CHAN, Director, Chief Executive Officer, and Interim Chief Financial Officer
Mr. Sze Ho CHAN is our Director, Chief Executive Officer, and Interim Chief Financial Officer. Mr. Chan also serves as the Director of I Win Securities. On April 1, 2024, the Board of Directors accepted the resignation of Mr. Ting Hei Lee, our former Chief Financial Officer, and appointed Mr. Chan as the Interim Chief Financial Officer. Mr. Chan is licensed as the Responsible Officer for Type 1 regulated activities. Mr. Chan has more than 11 years of experience in the financial services industry, covering the area of margin financing, securities trading, asset management, and wealth management. Prior to joining I Win Securities in December 2020, Mr. Chan worked in the Wealth Management division of CMBC Securities Company Limited, as its Senior Manager, from January 2018 to July 2020. Prior to joining CMBC Securities Company Limited, Mr. Chan served as the Manager of the Wealth Management division of CITICS Securities International, from July 2011 to July 2017. Mr. Chan received a Bachelor of Construction Engineering and Management from the City University of Hong Kong in 2010 and a High Diploma in Building Technology and Management from the Hong Kong Polytechnic University in 2007.
Ngan Sammy, SHUM, Director
Mr. Ngan Sammy SHUM is our Director. Mr. Shum also serves as the Director of I Win Securities and I Win Asset Management. Mr. Shum is licensed as the Responsible Officer for Type 1, 4, and 9 regulated activities. Mr. Shum has more than 18 years of experience in the financial services industry, in particular, equity sales, securities trading, investment management, and asset management. Prior to joining I Win Securities on April 2021, he served as the Senior Vice President of Haitong Securities International Securities Group (“Haitong”), where he worked from May 2004 to March 2021. At Haitong, Mr. Shun led a sales team to serve high-net-worth investors, corporate clients, and listed companies in corporate finance, IPO, and equity and future transactions and participated in more than 12 IPO projects and 2 major shareholder margin loan financing with total deal size more than HK$ 10 billion. Before Haitong, Mr. Shum worked as an officer in Wing Lung Bank from August 2003 to April 2004. Mr. Shum is a member of CPA Australia. Mr. Shum received a Bachelor of Business Administration and EMBA from the Chinese University of Hong Kong in 2003 and 2019, respectively.
Wai Lok Raymond, FONG, Executive Director
Mr. Wai Lok Raymond, FONG is our Executive Director, a position he has held since September 27, 2025. Mr. Fong served as the Director of Garden Stage from August 11, 2022 to April 1, 2024. Mr. Fong served as the director of I Win Securities from June 2018 to April 1, 2024, and has been acting as the director of I Win Asset Management since January 2021 and has been responsible for establishing I Win Asset Management and the development of our asset management service. Mr. Fong is licensed as the Responsible Officer for Type 1, 4, and 9 regulated activities. Mr. Fong has more than 22 years of experience in the financial services industry, with a proven track of participating in over 110 IPO underwriting and placement projects and extensive experience in asset management and wealth management. Prior to joining I Win Securities in June 2018, Mr. Fong served as the Responsible Officer in various financial service companies in Hong Kong: Head & Shoulders Securities Limited from May 2017 to June 2018, Run Investment Service Limited from December 2016 to April 2017, Convoy Investment Services from January 2012 to December 2016, Shining Securities Company Limited from April 2009 to December 2011. In his early career, he worked as manager in various financial service companies, including VC Brokerage Limited from June 2008 to March 2009 and Tai Fook Securities Company Limited from Feb 2000 to April 2005. Mr. Fong is a Chartered Financial Analyst (“CFA”) of CFA Institute. He received his Bachelor of Business Administration and Master of Philosophy in Economics from Hong Kong Baptist University in 1997 and 2000; and a Bachelor of Law in Chinese Law from Tsinghua University in 2007.
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Kevin, GUAN, Independent Director
Mr. Kevin GUAN is an independent Director and the chairman of the nominating committee and a member of the audit committee and compensation committee. Mr. Guan currently serves as the Vice President of JD Finance-Eastrich Holdings Corporation, a subsidiary of JD.com (NASDAQ: JD), since July 2017 to present. Prior to that, from May 2015 to July 2017, Mr. Guan served as the Senior Manager of Business Development of Landsea Holdings Corporation (NASDAQ: LSEA). From March 2013 to July 2015, Mr. Guan served as the Staff Accountant of Crystal Window & Door System Ltd. Mr. Guan is a Certified Public Accountant (CPA) and Certified Financial Planner in the United States. Mr. Guan received a Bachelor of Business Administration in Accounting and a Master in Business Administration from CUNY-Baruch College.
B Ray Billy, TAM, Independent Director
Mr. B Ray Billy TAM is an independent Director and the chairman of the compensation committee and a member of the audit committee and nominating committee. Mr. Tam has been a practicing solicitor in Hong Kong since December 1993 and has over 25 years of experience in law with practical experience in corporate finance, regulatory compliance, and general commercial matters. In July 1998, Mr. Tam established his own law firm, Ho & Tam, Solicitors, and is currently the partner of the firm. Before founding Ho & Tam, Solicitors, Mr. Tam was a partner and consultant of Vincent T.K. Cheung, Yap & Co., a Hong Kong law firm, since January 1996. Mr. Tam currently serves as an Independent Non-Executive Director of Superrobotics Limited (stock code: 8176.HK), since March 2012. Mr. Tam was also the Independent Non-Executive Director of China Fortune Financial Group Limited (stock code: 290. HK), Independent Non-Executive Director of Silk Road Energy Services Group Ltd. (stock code: 8250.HK), Independent Non-Executive Director of Crown International Corporation Limited (stock code: 727.HK), Non-Executive Director of Larry Jewellery International Company Limited (stock code: 8351.HK), and Non-Executive Director of Milan Station Holdings Limited (stock code: 1150.HK), which he resigned on December 2016, June 2014, March 2022, September 2014, and March 2017 respectively. Mr. Tam holds a Bachelor of Laws from the University of London, a Bachelor Degree of PRC Law from Tsinghua University; a Master Degree of Laws from the University of Hong Kong and a Master Degree in Business Administration (EMBA Programme 2013) from the Chinese University of Hong Kong.
Sheung Chi Steven, WU Independent Director
Mr. Sheung Chi Steven, WU, is an independent Director, and the chairman of the audit committee and nominating committee, and a member of the compensation committee. Mr. Wu has over 20 years of experience in audit, financial analysis, corporate finance, IPO, M&A, and compliance. Mr. Wu is a fellow of the Association of Certified Public Accountant since 2012 and a member of the Hong Kong Institute of Certified Public Accountants since 2007.
Mr. Wu started his career as a staff accountant at Ernst & Young Hong Kong from November 2003 to June 2005. From July 2005 to August 2007, he worked as a senior accountant at Deloitte Touche Tohmatsu Hong Kong. In addition to his career in the “big four” accounting firms, he had extensive experience in deal origination & execution of various IPOs and fundraising exercises. Mr. Wu is highly experienced with compliance related matters, from his senior positions (based on his last position held) in various financial service companies in Hong Kong, including but not limited to: as the Assistant Manager of Anglo Chinese Corporate Finance, Limited from September 2007 to September 2009, as the Manager of China Merchants Securities (HK) Co., Limited from September 2009 to June 2011, as the Senior Vice President of RHB OSK Capital Hong Kong Limited from December 2011 to June 2014, as the Associate Director of Shenwan Hongyuan Enterprises (H.K.) Limited from June 2014 to July 2015, as the Director of RHB Capital Hong Kong Limited from July 2015 to October 2017, as the Managing Director of South China Finance and Management Limited from October 2017 to June 2020, as the Managing Director of Huabang Financial Holdings Limited from August 2020 to June 2021, and as the Director of Vinco Financial Group Limited from September 2021 to June 2022. He has been the Managing Director of Taihe Securities (Hong Kong) Limited from June 2022 to September 2023. Mr. Wu obtained a Bachelor of Electrical & Electronic Engineering from Imperial College London in the United Kingdom in August 2002.
Kit Wa, TO, Independent Director
Dr. Kit Wa TO is an independent Director and a member of the compensation committee, the audit committee, and nominating committee. Dr. To has been appointed as independent director of Garden Stage Limited listed on the Nasdaq stock market, stock code: GSIW) on 1 December, 2023 and Junee Limited (listed on the Nasdaq stock market, stock code: JUNE) on 17 April, 2024. On 31 March, 2025, her directorship in Junee Limited has been ended in accordance with reorganization of Board structure. Since March 2022, Dr. To serves as the Laboratory Director of Zhong Ji Longevity Science Group Limited (stock code: 767.HK). Dr. To is currently the Independent Non-Executive Director of Fusen Pharmaceutical Company Limited (stock code: 1652.HK). From March 2015 to June 2020, Dr. To worked as a Senior Research Assistant and conducted research in the Laboratory of Biomedical Imaging and Signal Processing in the Department of Electrical and Electronic Engineering, the University of Hong Kong. Dr. To served as an account executive at ACI Group (Hong Kong) Limited from 1996 to 1998. She was a marketing executive at Tak Hing Manufacturing Company Limited from 1999 to 2000 and rejoined as an executive secretary from 2003 to 2004. She then worked as a senior secretary in Belief Wealth Management Co. in 2009. Thereafter, Dr. To joined Winsor (Hong Kong) Limited as an assistant manager to supervise a group of research assistants for the daily operation of a laboratory from 2010 to 2013. Dr. To obtained a Bachelor of Science in General Biology in 1996, a Master of Philosophy in 2002, and a Doctor of Philosophy in Cancer Biology in 2007 from the University of Hong Kong. She also received the Certificate and the Diploma of Marketing from HKU School of Professional and Continuing Education in 2000 and 2001 respectively.
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Family Relationships
None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors, director appointees or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.
6.B. Compensation
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with our senior executive officers and/or Directors.
On November 21, 2022, we entered into Employment Agreements as supplemented by the Supplemental Employment Agreements dated April 24, 2023 and the Second Supplemental Employment Agreement dated April 1, 2024 (collectively, the “Employment Agreements with Mr. Chan”) with our Director, Chief Executive Officer, and Interim Chief Financial Officer, Mr. Sze Ho CHAN. On November 21, 2022, we also entered into Employment Agreement with our Director, Mr. Ngan Sammy Shum. Both Mr. Chan and Mr. Shum are considered the Named Executive Officers. The initial terms of employment under the Employment Agreements with Mr. Chan and the Employment Agreement with Mr. Shum are for a term of one year unless terminated earlier. Upon expiration of the initial-year term, the Employment Agreements with our named executive officers shall be automatically extended for successive one-year terms.
Pursuant to the Employment Agreements with Mr. Chan, while he is serving as our director, CEO, and Interim CFO, he receives a cash compensation until a suitable candidate to fill the position of full-time CFO is found. We have also granted him share options as part of his overall compensation, according to the Supplemental Employment Agreement entered into on April 24, 2023. Pursuant to the Employment Agreement with Mr. Shum, he does not receive any cash compensation in his capacity as the director of Garden Stage.
Garden Stage is entitled to terminate the Employment Agreements with the Named Directors and Executives for cause at any time without remuneration for certain acts of the senior executives, such as being convicted of any criminal conduct, any act of gross or willful misconduct, or any severe, willful, grossly negligent, or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to the Company and our group of companies. Each Named Directors and Officers agrees that we shall own all the intellectual property developed by a such officer during his or her employment. Each Named Directors and Officers has agreed to hold, both during and after the terms of his or her agreement, in confidence and not to use for the Named Directors and Officers’ benefit or the benefit of any third party, any trade secrets, other information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of confidentiality to a third party. In addition, each Named Directors and Officers has agreed not to, for a certain period following termination of his or her employment, solicit or seek or endeavor to entice away any customers, clients, representative, or agent of the group or in the habit of dealing with the group, and use a name including the words of “I Win”, “I Win Financial”, “I Win Brokers”, “I Win Financial Group” or any other words hereafter used by the us in its name or in the name of any of its products, services or their derivative terms.
Employment Agreements
On November 21, 2022, Garden Stage entered into Employment Agreements as supplemented by the Supplemental Employment Agreements entered into on April 24, 2023 (collectively, the Employment Agreements) with: (a) Director, Chief Executive Officer and interim Chief Financial Officer, Mr. Sze Ho, CHAN; (b) former Chief Financial Officer, Mr. Ting Hei, LEE; (c) former Director, Mr. Wai Lok Raymond, FONG (who has since rejoined us as Executive Director); and (d) Director, Mr. Ngan Sammy, Shum, respectively (Mr. Chan, Mr. Shum, and Mr. Fong are collectively referred as the Named Directors and Officers). The initial term of employment under the Employment Agreements is for a term of one year unless terminated earlier. Upon expiration of the initial-year term, the Employment Agreements shall be automatically extended for successive one-year terms.
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Pursuant to the Employment Agreements, Mr. Chan, Mr. Lee, Mr. Fong and Mr. Shum will not receive cash compensation in their capacity as the director and/or officers of Garden Stage. Instead, we granted share options to Mr. Chan, Mr. Lee and Mr. Fong as part of their overall compensation on April 24, 2023, pursuant to the Supplemental Employment Agreements.
Garden Stage is entitled to terminate the Employment Agreements with the Named Directors and Executives for cause at any time without remuneration for certain acts of the senior executives, as being convicted of any criminal conduct, any act of gross or willful misconduct, or any severe, willful, grossly negligent, or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to the Company and our group of companies. Each Mr. Chan, Mr. Lee, Mr. Fong and Mr. Shum agrees that we shall own all the intellectual property developed by a such officer during his or her employment. Each Mr. Chan, Mr. Lee, Mr. Fong and Mr. Shum has agreed to hold, both during and after the terms of his or her agreement, in confidence and not to use for the their benefit or the benefit of any third party, any trade secrets, other information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of confidentiality to a third party. In addition, each Mr. Chan, Mr. Lee, Mr. Fong and Mr. Shum has agreed not to, for a certain period following termination of his or her employment, solicit or seek or endeavor to entice away any customers, clients, representative, or agent of the group or in the habit of dealing with the group, and use a name including the words of “I Win”, “I Win Financial”, “I Win Brokers”, “I Win Financial Group” or any other words hereafter used by the us in its name or in the name of any of its products, services or their derivative terms.
On April 1, 2024, the Company accepted the resignation of Mr. Ting Hei, LEE as the Chief Financial Officer of the Company, which came into effect the same day. Mr. Lee is resigning for personal reasons and his decision to resign was not as a result of any disagreements with the Board of the Company on any matter. Mr. Lee is currently serving as the manager in I Win Securities.
On April 1, 2024, Garden Stage Limited entered into Second Supplemental Employment Agreement with Mr. Chan. Pursuant to which, while Mr. Chan is serving as our director, CEO, and Interim CFO, he receives a cash compensation of HKD 60,000 per month until a suitable candidate to fill the position of full-time CFO is found.
Effective April 1, 2024, Mr. Wai Lok Raymond, FONG has resigned as a director of the Company. On the same date, the Company entered into the Resignation Agreement and Consulting Arrangement with Mr. Fong, effective on the same date. Pursuant to the Resignation Agreement and Consulting Arrangement with Mr. Fong, following Mr. Fong’s resignation, the Company agrees to engage and employ Mr. Fong as a consultant to provide advisory services, for the term of one year. Upon expiration of the initial-year term, the Consulting Arrangement shall be automatically extended for successive one-year term unless terminated by either party upon a three-month prior written notice. Pursuant to the Resignation Agreement and Consulting Arrangement with Mr. Fong, in consideration for the services provided by Mr. Fong, the Company agrees to pay the Mr. Fong a consulting fee of US$2,500 per month. Mr. Fong also retains his options to acquire an aggregate of 737,500 Ordinary Shares in three equal tranches.
On September 29, 2025, in connection with the appointment of Mr. Wai Lok Raymond, FONG as our Executive Director, the Company entered into an executive directorship agreement with Mr. Fong. Pursuant to the executive directorship agreement, Mr. Fong will receive an annual regular Board fee in the amount of $96,000 payable by the Company in equal quarterly installments. Additionally, Mr. Fong will receive a one-time signing bonus in the amount of $300,000 payable by the Company within one month after the execution of the Directorship Agreement.
Agreements with independent directors
We have entered into director offer letters with our independent directors, Mr. Kevin Guan, Mr. Sheung Chi Steven Wu, Dr. Kit Wa To, and Mr. B Ray Billy Tam, each of whom receives an annual salary of $18,000 for their service on our Board. These agreements outline the directors’ roles and responsibilities, including attending board meetings, providing oversight on corporate governance and strategic matters, and serving on board committees as required.
Their appointments began following the Company’s listing on the Nasdaq Capital Market.
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Compensation of Directors and Executive Officers
Cash Compensation
Garden Stage does not pay any compensation in form of cash remuneration to the Named Directors and Offices. The Named Directors and Offices have received and will continue to receive cash compensation, in the form of salary, bonus, commission, and/or pension from I Win Securities, our operating entity, where they are employed in their professional capacity. I Win Securities has entered standard employment agreements (“Staff Agreement”) with Mr. Chan and Mr. Shum, regarding remuneration, confidentiality, annual leave and holidays, code of conduct and ethics, compliance, non-competition, non-solicitation, and termination. Furthermore, all staff dealers, including Mr. Chan and Mr. Shum, are entitled to commissions in relation to the securities trading client accounts they referred to I Win Securities and the projects/deals, such as underwriting and placing projects, they generated from their networks. See “Business — Our Services and Business Model — Securities Trading Services — Types of Account” for the discussion of House Accounts and Referral Accounts. I Win Securities has commission split arrangements for securities trading/brokerage commissions split and projects/deal commissions split, depending on the nature of services the staff dealer provided. For the brokerage commission split, generally, the net revenue derived from the brokerage commission for securities trading conducted by client accounts the staff dealer referred to I Win Securities would be split between the individual staff dealers and I Win Securities in the percentage of 60 and 40, i.e. 60% to the staff dealer and 40% to I Win Securities. For the deal commission split, the net revenue derived from projects the staff dealers generated will be split in percentages based on case-by-case negotiation between the individual staff dealer who generated the project and the management of I Win Securities. Determination of the deal commission split is usually based on the staff dealer’s relationship with the client, cost, resources of I Win Securities committed to the projects, and risk of non-completion of projects.
Garden Stage Limited has entered into director offer letters with the independent directors, respectively, Mr. Kevin, GUAN, Mr. Sheung Chi Steven, WU, Dr. Kit Wa, TO and Mr. B Ray Billy, TAM, for an annual salary of US$18,000. Their appointments began following the Company’s listing on the Nasdaq Capital Market.
During the fiscal year ended March 31, 2026, we paid an aggregate of approximately US$2.48 million in cash to our directors and executive officers. During the fiscal year ended March 31, 2025, we paid an aggregate of approximately US$1.75 million in cash to our directors and executive officers. During the fiscal year ended March 31, 2024, we paid an aggregate of approximately US$1.72 million in cash to our directors and executive officers. Except our contribution to the MPF, we have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers.
The following table sets forth certain information with respect to compensation for the years ended March 31, 2026 and 2025 earned by or paid to the current directors of Garden Stage Limited.
| Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Commission (US$) | Deferred Compensation Earnings (US$) | Pension/MPF (US$) | Total (US$) | |||||||||||||||||||||||
| Mr. Sze Ho, CHAN | 2026 | $ | 93,415.11 | $ | 38,442.43 | $ | — | $ | 369,594.67 | $ | 381,653.57 | $ | 2,306.55 | $ | 885,412.33 | ||||||||||||||||
| Director, Chief Executive Officer and Interim CFO of Garden Stage; Director of I Win Securities and I Win Holdings HK | 2025 | $ | 92,372.83 | $ | — | $ | — | $ | 440,085.83 | $ | 748,732.42 | $ | 2,309.32 | $ | 1,283,500.40 | ||||||||||||||||
| Mr. Ngan Sammy, SHUM | 2026 | $ | 46,130.92 | $ | — | $ | — | $ | 590,783.54 | $ | — | $ | 2,306.55 | $ | 639,221.01 | ||||||||||||||||
| Director of Garden Stage, I Win Securities, and I Win Holdings HK | 2025 | $ | 84,675.09 | $ | — | $ | — | $ | 281,925.59 | $ | — | $ | 2,309.32 | $ | 368,910.00 | ||||||||||||||||
| Mr. Wai Lok Raymond, FONG | 2026 | $ | 62,565.06 | $ | 297,928.84 | $ | — | $ | 47,120.04 | $ | 477,066.96 | $ | — | $ | 884,680.90 | ||||||||||||||||
| Executive Director | 2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Kevin, GUAN | 2026 | $ | 17,875.73 | — | — | — | — | — | $ | 17,875.73 | |||||||||||||||||||||
| Independent Director | 2025 | $ | 17,897.24 | — | — | — | — | — | $ | 17,897.24 | |||||||||||||||||||||
| B Ray Billy, TAM, | 2026 | $ | 17,875.73 | — | — | — | — | — | $ | 17,875.73 | |||||||||||||||||||||
| Independent Director | 2025 | $ | 17,897.24 | — | — | — | — | — | $ | 17,897.24 | |||||||||||||||||||||
| Sheung Chi Steven, WU | 2026 | $ | 17,875.73 | — | — | — | — | — | $ | 17,875.73 | |||||||||||||||||||||
| Independent Director | 2025 | $ | 17,897.24 | — | — | — | — | — | $ | 17,897.24 | |||||||||||||||||||||
| Kit Wa, TO | 2026 | $ | 17,875.73 | — | — | — | — | — | $ | 17,875.73 | |||||||||||||||||||||
| Independent Director | 2025 | $ | 17,897.24 | — | — | — | — | — | $ | 17,897.24 | |||||||||||||||||||||
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Equity-Based Remuneration
On April 24, 2023 and subsequently on August 31, 2023, as approved by our board of directors, we granted options to the Named Directors and Officers, Mr. Tin Hei LEE, the Company’s former Chief Financial Officer, and Mr. Wai Lok Raymond FONG, the Company’s former Director, to acquire an aggregate of 1,475,000 Ordinary Shares of the Company, including: (1) the options to acquire an aggregate of 590,000 Ordinary Shares in three equal tranches to Mr. Sze Ho CHAN, the Company’s Director, Chief Executive Officer and Interim Chief Financial Officer; (2) options to acquire an aggregate of 147,500 Ordinary Shares in three equal tranches to Mr. Tin Hei LEE; and (3) options to acquire an aggregate of 737,500 Ordinary Shares in three equal tranches to Mr. Wai Lok Raymond FONG.
The options granted to each of Mr. Chan, Mr. Lee, and Mr. Fong will vest over a period of three years in three equal tranches on the first, second, and third anniversary of the date of Company’s listing on NASDAQ, subject in each case to Mr. Chan, Mr. Lee and Mr. Fong’s continued service to the Company or any of its affiliates on the applicable vesting date. The applicable exercise price for the options that were granted is US$2.00.
The options granted will expire on the earlier date of (i) the fourth anniversary of Company’s listing on Nasdaq, or (ii) the date in the event of the Name Directors and Officer, Mr, Fong, and Mr. Lee’s termination of employment, death, disability, or change of control of the Company. Prior to the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents.
On April 1, 2024, the Company accepted the resignation of Mr. Ting Hei, LEE as the Chief Financial Officer of the Company, which came into effect the same day. Mr. Lee is resigning for personal reasons and his decision to resign was not as a result of any disagreements with the Board of the Company on any matter. Mr. Lee is currently serving as the manager in I Win Securities. Pursuant to the Employment Agreements with Mr. Lee, the options to acquire an aggregate of 147,500 Ordinary Shares by Mr. Lee expired on the date of Mr. Lee’s resignation as the Chief Financial Officer of the Company.
Effective April 1, 2024, Mr. Wai Lok Raymond, FONG has resigned as a director of the Company. On the same date, the Company entered into the Resignation Agreement and Consulting Arrangement with Mr. Fong, effective on the same date. Pursuant to the Resignation Agreement and Consulting Arrangement with Mr. Fong, following Mr. Fong’s resignation, the Company agrees to engage and employ Mr. Fong as a consultant to provide advisory services, for the term of one year. Upon expiration of the initial-year term, the Consulting Arrangement shall be automatically extended for successive one-year term unless terminated by either party upon a three-month prior written notice. Pursuant to the Resignation Agreement and Consulting Arrangement with Mr. Fong, Mr. Fong retains his options to acquire an aggregate of 737,500 Ordinary Shares in three equal tranches.
On September 29, 2025, in connection with the appointment of Mr. Wai Lok Raymond, FONG as our Executive Director, the Company entered into an executive directorship agreement with Mr. Fong. Pursuant to the executive directorship agreement, Mr. Fong may be granted options awards from time to time, as per the discretion of the compensation committee of the Company.
2025 Equity Incentive Plan
In June 2025, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2025 Plan, we are authorized to issue an aggregate of 5,900,000 Class A Ordinary Shares. On June 16, 2025, the Company issued 5,900,000 Class A Ordinary Shares of the Company under Company’s 2025 Plan to certain consultants of the Company as compensation for their continued service in the Company.
6.C. Board Practices
Board of Directors
Our board of directors consists of seven directors. We have determined that Mr. Kevin GUAN, Dr. Kit Wa TO, Mr. Sheung Chi Steven WU, and Mr. B Ray Billy TAM satisfy the “independence” requirements of the Nasdaq Capital Market corporate governance rules.
The directors will be up for re-election at our annual general meeting of shareholders.
A director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.
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Committees of the Board of Directors
Our board of directors has established an audit committee, a compensation committee, and a nominating committee under the board of directors, and an investment committee under the management. Our board of directors has adopted a charter for the audit committee, the compensation committee, and the nominating committee. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Mr. Kevin GUAN, Dr. Kit Wa TO, Mr. Sheung Chi Steven WU, and Mr. B Ray Billy TAM. Mr. Sheung Chi Steven WU is serving as the chair of our audit committee. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
| ● | discussing the annual audited financial statements with management and the independent auditors; |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
| ● | reviewing and approving all proposed related party transactions; |
| ● | meeting separately and periodically with management and the independent auditors; and |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee. Our compensation committee consists of Mr. Kevin GUAN, Dr. Kit Wa TO, Mr. Sheung Chi Steven, WU, and Mr. B Ray Billy TAM. Mr. B Ray Billy TAM is serving as the chair of our compensation committee. 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 shareholders for determination with respect to the compensation of our directors; |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and |
| ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
Nominating Committee. Our nominating committee consists of Mr. Kevin GUAN, Dr. Kit Wa TO, Mr. Sheung Chi Steven, WU, and Mr. B Ray Billy TAM. Mr. Kevin GUAN is serving as the chair of our nominating committee. We have determined that Mr. Kevin GUAN, Dr. Kit Wa TO, Mr. Sheung Chi Steven WU, and Mr. B Ray Billy TAM satisfy the “independence” requirements under NASDAQ Rule 5605. The nominating committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee is responsible for, among other things
| ● | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
| ● | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
| ● | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
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Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association (as may be amended from time to time) and the class rights vested thereunder in the holders of the shares. Our company has a right to seek damages against any director who breaches a duty owed to us. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached.
Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:
| ● | convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; |
| ● | declaring dividends and distributions; |
| ● | appointing officers and determining the term of office of the officers; |
| ● | exercising the borrowing powers of our company and mortgaging the property of our company; and |
| ● | approving the transfer of shares in our company, including the registration of such shares in our share register. |
Interested Transactions
A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.
Remuneration and Borrowing
The directors may receive such remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of directors may exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.
Qualification
There are no membership qualifications for directors. Further, there are no shareholding ownership qualifications for directors unless so fixed by us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.
Terms of Directors and Officers
Each of our directors generally holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.
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Limitation on Liability and Other Indemnification Matters
Cayman Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.
Under our memorandum and articles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.
6.D. Employees
We had 20 employees as of the date of the annual report, including the Operating Subsidiaries.
All of the employees (excluding consultants and other self-employed account executives) are employed under employment contracts which set out fully, among other things, the employees’ responsibilities, remuneration and grounds for termination of employment. The remuneration packages of our employees (other than self-employed account executives) include salary and bonus. Generally, employee salaries are determined based on the employees’ qualification, experience, position and seniority. We assess our employee remuneration on an annual basis to determine whether any bonus or salary adjustments are required to be made. We provide our employees with social security benefits in accordance with all applicable regulations and internal policies. None of our employees are represented by labor unions. We believe that we maintain a good working relationship with our employees and we have not experienced any significant labor disputes.
Self-employed account executives
In addition to the employees above, the Operating Subsidiaries have 8 self-employed Account Executives as of the date of the annual report. The self-employed account executives are solely responsible for handling their respective client accounts. In view of their job nature, they are not entitled to any fixed monthly salary or statutory employment benefits. Instead, they are entitled to commission at an agreed sharing ratio from the commission generated from their responsible Referred Accounts. Notwithstanding that self-employed account executives are not our employees, they are Licensed Representatives of I Win Securities and their business activities are bound by the Code of Conduct and our internal control policies. As such, all staff dealing with monitoring procedures are extended to self-employed account executives and we did not experience any difficulties on the monitoring of our self-employed account executives.
6.E. Share Ownership
Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this annual report by:
| ● | each of our directors and executive officers; and |
| ● | each person known to us to beneficially own more than 5% of each class of our Ordinary Shares on an as-converted basis. |
The calculations in the table below are based on 1,462,399 Class A Ordinary Shares and 9,250,000 Class B Ordinary Shares issued and outstanding as of the date of this annual report. Class A Ordinary Shares and Class B Ordinary Shares will vote as one class. Our shareholders who own our Class A Ordinary Shares have 1 share per vote, and our shareholders who own our Class B Ordinary Shares have 100 shares per vote.
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned | ||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | % of Beneficial Ownership | % of Aggregate Voting Power** | |||||||||||||
| Directors and Executive Officers: | ||||||||||||||||
| Sze Ho, CHAN | — | — | — | — | ||||||||||||
| Ngan Sammy, SHUM | — | — | — | — | ||||||||||||
| Wai Lok Raymond, FONG | — | — | — | — | ||||||||||||
| Sheung Chi Steven, WU | — | — | — | — | ||||||||||||
| B Ray Billy, TAM | — | — | — | — | ||||||||||||
| Kevin, GUAN | — | — | — | — | ||||||||||||
| Kit Wa, TO | — | — | — | — | ||||||||||||
| All directors and executive officers as a group | — | — | — | — | ||||||||||||
| Principal Shareholders: | ||||||||||||||||
| Oriental Moon Tree Limited (1) | — | 9,250,000 | 86.35 | % | 99.84 | % | ||||||||||
| (1) | These shares are directly held by Oriental Moon Tree Limited, a British Virgin Islands company with its registered address at Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands. Oriental Moon Tree Limited is approximately 10% held by Lobster Financial Holding Limited, 8% held by Golden Garden (BVI) Limited, 64% held by Courageous Wealth Limited, 14% held by Capital Hero Global Limited, and 4% held by Gulu Gulu Limited. Lobster Financial Limited is a company incorporated in the British Virgin Islands and 100% owned by Ms. Yun, ZHU, who is its sole shareholder and director. Ms. Yun, ZHU is the spouse of Mr. Wai Lok Raymond, FONG. Golden Garden (BVI) Limited is company incorporated in the British Virgin Islands and 100% owned by Mr. Ngan Sammy, SHUM, who is its sole shareholder and director. Courageous Wealth Limited is a company incorporated in the British Virgin Islands and 100% owned by Ms. Kam Yan Karen, LAU, who is its sole shareholder and director. Capital Hero Global Limited, a company incorporated in the British Virgin Islands and 100% owned by Mr. Hin Lun WU, who is its sole shareholder and director. Gulu Gulu Limited is a company incorporated in the British Virgin Islands and 100% owned by Mr. Wing Lim HO, who is its sole shareholder and director. Ms. Kam Yan Karen, LAU is the sole director of Oriental Moon Tree Limited and has the power to direct the voting and disposition of the Class B Ordinary Shares held by Oriental Moon Tree Limited. Ms. Kam Yan Karen, LAU may be deemed the beneficial owner of all Class B Ordinary Shares held by Oriental Moon Tree Limited. |
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Item 7. Major Shareholders and Related Party Transactions
7.A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees — 6.E. Share Ownership.”
7.B. Related Party Transactions
Terms of Directors and Officers
See “Item 6. Directors, Senior Management and Employees—6.C. Board Practices—Terms of Directors and Officers.”
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.”
Other Related Party Transactions
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
Please refer to “Item 18. Financial Statements.”
Legal and Administrative Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. As of the date of this annual report, we are not a party to, and we 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, nor have we experienced any incident of non-compliance which, in the opinion of our directors, is likely to materially and adversely affect our business, financial condition or operations.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention. For potential impact of legal or administrative proceedings on us, see “Item 3. Key Information — 3.D. Risk Factors—Risks Relating to Our Business and Operation—We may be subject to litigation, arbitration or other legal proceeding risk” and “Item 3. Key Information — 3.D. Risk Factors—Risks Relating to Our Business and Operation —Should we experience any event of professional liabilities, such as claims or lawsuits, our financial position and reputation will be adversely affected.” on page 54 of this Annual Report.
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Dividend Policy
Garden Stage Limited has not made any dividends or distributions to its shareholders, including U.S. investors, as of the date of this annual report. During the fiscal years ended March 31, 2026, 2025, and 2024, no dividends or distribution have been made to date by our subsidiaries.
We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.
Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. In addition, our shareholders may by ordinary resolution declare a dividend. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
Garden Stage Limited relies on dividends paid by our Operating Subsidiaries for its cash requirements, including funds to pay any dividends and other cash distributions to its shareholders, service any debt it may incur and pay its operating expenses. Garden Stage Limited’s ability to pay dividends to its shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiaries. The laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash from Garden Stage Limited to the Operating Subsidiaries or from Operating Subsidiaries to Garden Stage Limited. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between Garden Stage Limited and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the subsidiaries, to Garden Stage Limited and U.S. investors and amounts owed.
8.B. Significant Changes
Except as otherwise disclosed in this report, we have not experienced any significant changes since the date of our audited consolidated financial statements included herein.
Item 9. The Offer and Listing
9.A. Offer and listing details
Not applicable for annual reports on Form 20-F.
9.B. Plan of distribution
Not applicable for annual reports on Form 20-F.
9.C. Markets
Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “GSIW.”
9.D. Selling shareholders
Not applicable for annual reports on Form 20-F.
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9.E. Dilution
Not applicable for annual reports on Form 20-F.
9.F. Expenses of the issue
Not applicable for annual reports on Form 20-F.
Item 10. Additional Information
10.A. Share capital
Not applicable for annual reports on Form 20-F.
10.B. Memorandum and articles of association
The following are summaries of the material provisions of our amended and restated memorandum and articles of association and the Companies Act, insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Reference is made to our memorandum and articles of association, a copy of which is filed as an exhibit to the annual report (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).
Meetings of Shareholders
The directors may, whenever they think fit, convene a general meeting of shareholders, and they shall do so upon the requisition of shareholders of the Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.
No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business; two shareholders present in person or by proxy shall be a quorum provided always that if the Company has one shareholder of record the quorum shall be that one shareholder present in person or by proxy. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the shareholders present shall be a quorum.
Meetings of Directors
The directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit. The quorum necessary for the transaction of the business of the directors may be fixed by the directors and unless so fixed shall be two, a Director and his appointed alternate director being considered only one person for this purpose, and if there shall at any time be only a sole Director the quorum shall be one.
Winding Up
If we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the paid up capital at the commencement of the winding up, the excess shall be distributable among those shareholders in proportion to the number of shares held by them respectively (such that holders of Class A Ordinary Shares and Class B Ordinary Shares shall have equal rights to the surplus assets of the Company on a per share basis). If we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively. If we are wound up, the liquidator may with the sanction of a special resolution and any other sanction required by the Companies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not), and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
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The liquidator may also vest the whole or any part of these assets in trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.
Calls on Ordinary Shares and forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least one month prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
Shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine and the rights attaching to any issued shares may, subject to the provisions of our amended and restated memorandum and articles of association, by special resolution, be varied so as to provide that such shares are to be or are liable to be so redeemed. The Companies Act and our amended and restated memorandum and articles of association permits us to purchase our own shares, subject to certain restrictions and requirements. Subject to the Companies Act, our amended and restated memorandum and articles of association and to any applicable requirements imposed from time to time by the NASDAQ, the U.S. Securities and Exchange Commission, or by any other recognized stock exchange on which our securities are listed, we may purchase our own shares (including any redeemable shares) on such terms and in such manner as been approved by the directors or by an ordinary resolution of our shareholders. Under the Companies Act, the repurchase of any share may be paid out of our Company’s profits, or out of the share premium account, or out of the proceeds of a fresh issue of shares made for the purpose of such repurchase, or out of capital. If the repurchase proceeds are paid out of our Company’s capital, our Company must, immediately following such payment, be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act, no such share may be repurchased (1) unless it is fully paid up, and (2) if such repurchase would result in there being no shares outstanding other than shares held as treasury shares. The repurchase of shares may be effected in such manner and upon such terms as may be authorized by or pursuant to the Company’s articles of association. If the articles do not authorize the manner and terms of the purchase, a company shall not repurchase any of its own shares unless the manner and terms of purchase have first been authorized by a resolution of the company.
Voting rights
Pursuant to our Memorandum and Articles of Association, each Class A Ordinary Share of our Company confers upon the shareholder of our Company: (a) the right to one vote at a meeting of the shareholders or on any resolution of shareholders of our Company; (b) the right to an equal share in any distribution paid by our Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation, and each Class B Ordinary Share of our Company confers upon the shareholder of our Company: (a) the right to 100 votes at a meeting of the shareholders or on any resolution of shareholders of our Company; (b) the right to an equal share in any distribution paid by our Company; and (c) the right to an equal share in the distribution of the surplus assets of the Company on its liquidation. There are no prohibitions to cumulative voting under the laws of the Cayman Islands, but our Memorandum and Articles of Association do not provide for cumulative voting.
Variations of Rights of Shares
If at any time, our share capital is divided into different classes of shares, all or any of the rights attached to any class of our shares may (unless otherwise provided by the terms of issue of the shares of that class) be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.
Changes in Capital
Subject to the Companies Act, we may from time to time by an ordinary resolution of our shareholders:
| ● | increase the share capital of our Company by new shares of such amount as it thinks expedient; |
| ● | consolidate and divide all or any of our share capital into shares of larger amount than its existing shares of shares; |
| ● | subdivide its existing shares, or any of them, into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and |
| ● | cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. |
Our shareholders may by special resolution, subject to a declaration of solvency, reduce its share capital and any capital redemption reserve in any manner authorized by the Companies Act.
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Inspection of Books and Records
Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect any account or book or document of the Company except as conferred by the Companies Act or authorized by the Directors or by the Company in general meeting. However, we will provide our shareholders with annual audited financial statements.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Issuance of additional Ordinary Shares
Our amended and restated memorandum and articles of association authorizes our board of directors to issue additional Ordinary Shares from authorized but unissued shares, to the extent available, from time to time as our board of directors shall determine.
Exempted Company
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue negotiable or bearer shares or shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as a limited duration company; and |
| ● | may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
10.C. Material contracts
Other than those described in this annual report, we have not entered into any material agreements other than in the ordinary course of business.
10.D. Exchange controls
The Cayman Islands, British Virgin Islands and Hong Kong currently have no exchange control regulations or currency restrictions.
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10.E. Taxation
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.
The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (As Revised) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.
Hong Kong Taxation
The following summary of certain relevant taxation provisions under the laws of Hong Kong is based on current law and practice and is subject to changes therein. This summary does not purport to address all possible tax consequences relating to purchasing, holding or selling our Ordinary Shares, and does not take into account the specific circumstances of any particular investors, some of whom may be subject to special rules. Accordingly, holders or prospective purchasers (particularly those subject to special tax rules, such as banks, dealers, insurance companies and tax-exempt entities) should consult their own tax advisers regarding the tax consequences of purchasing, holding or selling our Ordinary Shares. Under the current laws of Hong Kong:
| ● | No profit tax is imposed in Hong Kong in respect of capital gains from the sale of the Ordinary Shares. |
| ● | Revenues gains from the sale of our Ordinary Shares by persons carrying on a trade, profession or business in Hong Kong where the gains are derived from or arise in Hong Kong from the trade, profession or business will be chargeable to Hong Kong profits tax, which is currently imposed at the rate of 16.5% on corporations and at a maximum rate of 15% on individuals and unincorporated businesses. |
| ● | Gains arising from the sale of Ordinary Shares, where the purchases and sales of the Ordinary Shares are effected outside of Hong Kong such as, for example, on Cayman Islands, should not be subject to Hong Kong profits tax. |
According to the current tax practice of the Hong Kong Inland Revenue Department, dividends paid on the Ordinary Shares would not be subject to any Hong Kong tax.
No Hong Kong stamp duty is payable on the purchase and sale of the Ordinary Shares.
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United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Ordinary Shares by a U.S. Holder (as defined below) that acquires our Ordinary Shares and holds our Ordinary Shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any U.S. federal income tax considerations described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, and alternative minimum tax considerations, the Medicare tax on certain net investment income, information reporting or backup withholding or any state, local, and non-U.S. tax considerations, relating to the ownership or disposition of our Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:
| ● | banks and other financial institutions; |
| ● | insurance companies; |
| ● | pension plans; |
| ● | cooperatives; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | broker-dealers; |
| ● | traders that elect to use a mark-to-market method of accounting; |
| ● | certain former U.S. citizens or long-term residents; |
| ● | tax-exempt entities (including private foundations); |
| ● | individual retirement accounts or other tax-deferred accounts; |
| ● | persons liable for alternative minimum tax; |
| ● | persons who acquire their Ordinary Shares pursuant to any employee share option or otherwise as compensation; |
| ● | investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; |
| ● | investors that have a functional currency other than the U.S. dollar; |
| ● | persons that actually or constructively own 10% or more of our Ordinary Shares (by vote or value); or |
| ● | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding the Ordinary Shares through such entities, all of whom may be subject to tax rules that differ significantly from those discussed below. |
Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S., and other tax considerations of the ownership and disposition of our Ordinary Shares.
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General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the laws of the United States or any state thereof or the District of Columbia; |
| ● | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
| ● | a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (ii) that has otherwise validly elected to be treated as a U.S. person under the Code. |
| ● | If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our Ordinary Shares. |
Passive Foreign Investment Company Considerations
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income, or the asset test. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. Passive assets are those which give rise to passive income, and include assets held for investment, as well as cash, assets readily convertible into cash, and working capital. The company’s goodwill and other unbooked intangibles are taken into account and may be classified as active or passive depending upon the relative amounts of income generated by the company in each category. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.
Based upon our current and projected income and assets and projections as to the market price of our Ordinary Shares, we do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a factual determination made annually that will depend, in part, upon the composition and classification of our income and assets, including the relative amounts of income generated by our potential strategic investment business as compared to our other businesses, and the value of the assets held by our potential strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive, which may result in our being or becoming classified as a PFIC in the current or subsequent years. Furthermore fluctuations in the market price of our Ordinary Shares may cause us to be a PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares from time to time (which may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be or become a PFIC for the current or future taxable years. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering. Under circumstances where our revenues from activities that produce passive income significantly increases relative to our revenues from activities that produce non-passive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming a PFIC may substantially increase.
If we are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Ordinary Shares unless, in such case, we cease to be treated as a PFIC and such U.S. Holder makes a deemed sole election.
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The discussion below under “—Dividends” and “—Sale or Other Disposition” is written on the basis that we will not be or become classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated as a PFIC are discussed below under “—Passive Foreign Investment Company Rules.”
Dividends
Any cash distributions paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations in respect of dividends-received from U.S. corporations.
Individuals and other non-corporate U.S. Holders may be subject to tax on any such dividends at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (i) our Ordinary Shares on which the dividends are paid are readily tradable on an established securities market in the United States, (ii) we are neither a PFIC nor treated as such with respect to a U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable year, and (iii) certain holding period requirements are met. We intend to list the Ordinary Shares on Nasdaq Capital Market. Provided that this listing is approved, we believe that the ordinary should generally be considered to be readily tradeable on an established securities market in the United States. There can be no assurance that the Ordinary Shares will continue to be considered readily tradable on an established securities market in later years. U.S. Holders are urged to consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to the Ordinary Shares.
For U.S. foreign tax credit purposes, dividends paid on our Ordinary Shares will generally be treated as income from foreign sources and will generally constitute passive category income. The rules governing the foreign tax credit are complex and U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition
A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. Such gain or loss will generally be capital gain or loss. Any such capital gain or loss will be long term if the Ordinary Shares have been held for more than one year. Non-corporate U.S. Holders (including individuals) generally will be subject to United States federal income tax on long-term capital gain at preferential rates. The deductibility of a capital loss may be subject to limitations. Any such gain or loss that the U.S. Holder recognizes will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes, which could limit the availability of foreign tax credits. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the applicability of any tax treaty and the availability of the foreign tax credit under its particular circumstances.
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Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, Ordinary Shares. Under the PFIC rules:
| ● | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares; |
| ● | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; and |
| ● | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year, increased by an additional tax equal to the interest on the resulting tax deemed deferred with respect to each such taxable year. |
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to- market election with respect to such stock. If a U.S. Holder makes this election with respect to our Ordinary Shares, the holder will generally(i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to- market election in respect of our Ordinary Shares and we cease to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter, or regularly traded, on a qualified exchange or other market, as defined in applicable United States Treasury regulations. Our Ordinary Shares will be treated as marketable stock upon their listing on Nasdaq Capital Market. We anticipate that our Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard.
Because a mark-to-market election cannot technically be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.
If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisor regarding the U.S. federal income tax consequences of owning and disposing of our Ordinary Shares if we are or become a PFIC.
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10.F. Dividends and paying agents
Not applicable for annual reports on Form 20-F.
10.G. Statement by experts
Not applicable for annual reports on Form 20-F.
10.H. Documents on display
We are subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.
10.I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Currency risk
Our operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. We consider the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ as not significant as HK$ is pegged to US$.
Credit risks
Financial instruments that potentially subject us to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers and amounts due from related party. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
We deposit its cash with reputable banks located in Hong Kong. As of March 31, 2026, 2025 and 2024, $17,523,380, $7,885,624 and $8,938,202 were deposited with these banks, respectively. Balances maintained with banks in Hong Kong are insured under the Deposit Protection Scheme introduced by the Hong Kong Government for a maximum amount of $500,000 (equivalent to $64,268), and further increased to HK$800,000 (equivalent to $102,829) effective on October 1, 2024, for each depositor at one bank, whilst the balances maintained by us may at times exceed the insured limits. Cash balances maintained with banks in Hong Kong are not otherwise insured by the Federal Deposit Insurance Corporation or other programs. We have not experienced any losses in these bank accounts and management believes that we are not exposed to any significant credit risk on cash.
For the credit risk related to receivables from broker-dealers and clearing organizations and receivables from customers, we perform regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. We also assess historical collection trends, aging of receivables, securities it holds on hand of these counterparts. Saved as receivables from customers related to brokerage transactions of which under the contracts entered into between us and the customers, we are entitled to liquidate the security positions we hold on behalf of the particular customers in order to recover the receivable balances in case of default. We generally hold no collateral or security against other receivables. We consider that we have adequate controls over these receivables in order to minimize the related credit risk. As of March 31, 2026, 2025 and 2024, the balances of allowance for expected credit losses were US$141,161, US$105,920 and US$7,668, respectively.
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Interest rate risk
Fluctuations in market interest rates may negatively affect our financial conditions and results of operations. We are exposed to floating interest rate risk on bank deposits and overdue customers, in particular during a period when the interest rate is expected to change significantly. Nevertheless, with the amounts of bank deposits and overdue customers in concern, we consider our interest rate risk is not material and we have not used any derivatives to manage or hedge its interest risk exposure.
Market Price Risk
We are not currently exposed to market price risk as we do not hold any financial instruments that are subject to fair value fluctuations.
Item 12. Description of Securities Other than Equity Securities
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
Not applicable.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
We do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund.
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
14.A. – 14.D. Material Modifications to the Rights of Security Holders
See “Item 10. Additional Information” for a description of the rights of shareholders, which remain unchanged.
14.E. Use of Proceeds
Initial Public Offering
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File No. 333-273053), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 30, 2023, and another effective registration statement on Form F-1MEF (File No. 333- 333-275829, “Form F-1MEF”) filed with the SEC on November 30, 2023, including the annual report contained therein, which registered 2,500,000 ordinary shares and was declared effective by the SEC on November 30, 2023, for our initial public offering, which completed on December 5, 2023, at an initial offering price of US$4.00 per ordinary share. Revere Securities LLC, R.F. Lafferty & Co., Inc. and Dominari Securities LLC are acted as the underwriters. On December 4, 2023, the Underwriters exercised the Over-Allotment Option in full to purchase an additional 375,000 ordinary shares, at a price of US$4.00 per ordinary share.
In connection with the issuance and distribution of the ordinary shares in our initial public offering, our expenses incurred and paid to others totaled approximately US$1.92 million, which included US$0.725 million for underwriting discounts and commissions. None of the transaction expenses included direct or indirect payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates or others. We received an aggregate net proceeds of approximately US$10.2 million from our initial public offering.
We have earmarked and have been using the proceeds of the initial public offering as follows: approximately US$0.66 million for increasing our capital base and liquid capital to expand our underwriting and placing services capacity; approximately US$1.8 million for enhancing our IT infrastructure and capacity; approximately US$1.5 million enhancing our research capabilities for the future expansion of our asset management services; approximately US$4.1 million for working capital and general corporate purposes.
None of these net proceeds from our initial public offering and the optional offering was paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates or others.
Registered Direct Offerings
April 8, 2025 Registered Direct Offering
On April 7, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering, or the April 8 Registered Direct Offering, 4,806,450 ordinary shares of the Company, par value $0.0001 per share, at a purchase price of $0.31 per share. The ordinary shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618), previously filed and declared effective by the SEC on March 10, 2025, the base prospectus filed as part of the registration statement, and the prospectus supplement dated April 8, 2025.
The April 8 Registered Direct Offering closed on April 8, 2025. The Company received approximately US$1,489,999.50 in gross proceeds from the April 8 Registered Direct Offering, before deducting estimated offering expenses.
The Company intends to use the net proceeds from the April 8 Registered Direct Offering for working capital and general corporate purposes.
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April 9, 2025 Registered Direct Offering
On April 7, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering or the April 9 Registered Direct Offering, 3,193,550 ordinary shares of the Company, par value $0.0001 per share, at a purchase price of $0.31 per share. The ordinary shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618), previously filed and declared effective by the SEC on March 10, 2025, the base prospectus filed as part of the registration statement, and the prospectus supplement dated April 9, 2025.
The April 9 Registered Direct Offering closed on April 9, 2025. The Company received approximately US$990,000.05 in gross proceeds from the April 9 Registered Direct Offering, before deducting estimated offering expenses.
The Company intends to use the net proceeds from the April 9 Registered Direct Offering for working capital and general corporate purposes.
June 2025 Registered Direct Offering
On June 16, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering, or the “June 2025 Registered Direct Offering, 6,100,000 ordinary shares of the Company, par value US$0.0001 per share, at a purchase price of US$0.60 per share. The ordinary shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618), previously filed and declared effective by the SEC on March 10, 2025, the base prospectus filed as part of the registration statement, and the prospectus supplement dated June 18, 2025.
The June 2025 Registered Direct Offering closed on June 17, 2025. The Company received approximately US$3,660,000 in gross proceeds from the June 2025 Registered Direct Offering, before deducting estimated offering expenses.
The Company intends to use the net proceeds from the June 2025 Registered Direct Offering for working capital and general corporate purposes.
July 2025 Registered Direct Offering
On July 24, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering, or the “July 2025 Registered Direct Offering, 35,553,820 ordinary shares of the Company, par value US$0.0001 per share and (ii) 2,862,525 pre-funded warrants to purchase ordinary shares issuable upon exercise of pre-funded warrants, at a purchase price of US$0.11 per share. The Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618), previously filed and declared effective by the SEC on March 10, 2025, the base prospectus filed as part of the registration statement, and the prospectus supplement dated July 25, 2025.
The July 2025 Registered Direct Offering closed on July 25, 2025. The Company received approximately US$4,224,698 gross proceeds from the July 2025 Registered Direct Offering, before deducting estimated offering expenses and assuming the exercise of all the pre-funded warrants for cash. The Company intends to use the net proceeds from the July 2025 Registered Direct Offering for working capital and general corporate purposes.
September 2025 Registered Direct Offering
On September 12, 2025, the Company entered into securities purchase agreements with certain investors named thereto, pursuant to which the Company agreed to issue and sell, in a registered direct offering, or the “September 2025 Registered Direct Offering, 144,117,647 ordinary shares of the Company, par value US$0.0001 per share, at a purchase price of US$0.034 per share. The ordinary shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-283618), previously filed and declared effective by the SEC on March 10, 2025, the base prospectus filed as part of the registration statement, and the prospectus supplement dated September 15, 2025.
The September 2025 Registered Direct Offering closed on September 15, 2025. The Company received approximately US$4,900,000 net proceeds from the September 2025 Registered Direct Offering, after deducting estimated offering expenses. The Company intends to use the net proceeds from the September 2025 Registered Direct Offering for working capital and general corporate purposes.
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Item 15. Controls and Procedures
(a) Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of March 31, 2026. Based on that evaluation, our CEO and interim CFO concluded that, as of March 31, 2026, our disclosure controls and procedures were ineffective. Such conclusion is due to the presence of material weakness in internal control over financial reporting as described below.
Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. In connection with the preparation and external audit of our consolidated financial statements, we and our independent registered public accounting firm identified the following material weaknesses in our internal control over financial reporting as of and for the years ended March 31, 2026, 2025, and 2024.
The material weaknesses identified related to our lack of financial reporting and accounting personnel with understanding of U.S. GAAP to address complex U.S. GAAP technical issues, related disclosures in accordance with U.S. GAAP.
To remediate our identified material weaknesses, we have implemented several measures to improve our internal control over financial reporting, including engaging qualified financial and accounting advisory team and relevant staff with working experience in U.S. GAAP and SEC reporting requirements to strengthen our financial reporting function and establishing a comprehensive policy and procedure manual.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. See “Item 3. KEY INFORMATION — D. Risk Factors — Risks Relating to our Business and Operation — We have identified material weaknesses in our internal control over financial reporting. If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud.” On page 59 of this Annual Report.
As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.
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(b) Management’s Annual Report on Internal Control over Financial Reporting Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.
(c) Attestation report of the registered public accounting firm
Since we are an “emerging growth company” as defined under the JOBS Act, we are exempt from the requirement to comply with the auditor attestation requirements that our independent registered public accounting firm attest to and report on the effectiveness of our internal control structure and procedures for financial reporting.
(d) Changes in Internal Control over Financial Reporting
Other than those disclosed above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. RESERVED
Item 16A. Audit Committee Financial Expert
Our audit committee consists of Mr. Kevin GUAN, Dr. Kit Wa, TO, Mr. Sheung Chi Steven, WU, and Mr. B Ray Billy, TAM, and is chaired by Mr. Sheung Chi Steve, WU.
Mr. Kevin GUAN, Dr. Kit Wa, TO, Mr. Sheung Chi Steven, WU, and Mr. B Ray Billy, TAM, each satisfies the “independence” requirements of Rule 5605 of the Corporate Governance Rules of Nasdaq Stock Market and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr. Sheung Chi Steve, WU qualifies as an “audit committee financial expert.”
Item 16B. Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers, employees and advisors.
160
Item 16C. Principal Accountant Fees and Services
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Marcum Asia CPAs LLP and J&S Associate PLT, our independent registered public accounting firms, for the periods indicated.
| Year Ended March 31, | ||||||||||||
| Services | 2024 | 2025 | 2026 | |||||||||
| US$ | US$ | US$ | ||||||||||
| Audit Fees(1) - Marcum Asia CPAs LLP | 252,101 | 100,425 | 28,129 | |||||||||
| Audit Fees(1) – J&S Associate PLT | 140,000 | 179,200 | 178,936 | |||||||||
| Total | 392,101 | 279,625 | 207,065 | |||||||||
| Note 1: | Audit fees include the aggregate fees billed in each of the fiscal years for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements, review of the interim financial statements and for the audits of our financial statements in connection with our initial public offering, and comfort letter in connection with the underwritten public offering. |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services and audit-related services as described above, other than those for the minimum services which are approved by the audit committee prior to the completion of the audit.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
161
Item 16G. Corporate Governance
As a company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We follow our home country practices and rely on certain exemptions provided by the Nasdaq listing rules to a foreign private issuer, including exemptions from the requirements to have:
| ● | shareholder approval for certain events, including the establishment or amendment of certain equity based compensation plans and arrangements and certain transactions involving issuances of a 20% or more interest in our company; |
| ● | only independent directors being involved in the selection of director nominees and determination of executive officer compensation; |
| ● | the requirement to hold an annual general meeting of shareholders no later than one year after the end of the company’s fiscal year-end; and |
| ● | regularly scheduled executive sessions of independent directors. |
As a result of our reliance on the corporate governance exemptions available to foreign private issuers, you will not have the same protection afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
See “Item 3. Key Information — 3.D. Risk Factors —Risks Related to Our Class A Ordinary Shares— We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.” on page 42 of the Annual Report.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
162
Item 16J. Insider trading policies.
We have
The insider trading policy establishes guidelines and procedures for the following:
No Trading on Material Non-public Information: No director, officer or employee or any of their immediate family members may trade in the Company’s securities, or in the securities of other public companies, while in possession of MNPI obtained through involvement with the Company. No “tipping,” recommending or causing others to trade based on MNPI is permitted. Information is treated as public only after it has been broadly disseminated and two full trading days have elapsed.
Scope of Securities: Applies to Company equity and debt, derivatives (whether or not issued by the Company), and to securities and derivatives of certain other companies about which MNPI may be obtained through the Company.
Blackout periods:
| (i) | Quarterly blackout from the close of trading two weeks before the end of each fiscal quarter until the close of business on the second trading day after public disclosure of quarterly results. |
| (ii) | Event-driven blackouts may be imposed when other MNPI (e.g., M&A, significant contracts, cybersecurity matters) is pending. |
| (iii) | Trades under a pre-approved Rule 10b5-1 plan that meets specified conditions are exempt from blackout restrictions. |
Trading Window: Covered Persons may trade outside blackout periods, subject to not possessing MNPI and, for Company Insiders, obtaining pre-clearance.
Pre-clearance: Company Insiders must obtain prior approval from the Compliance Officer (the Chief Financial Officer) before any transaction in Company securities by themselves, members of their households or controlled entities. Approvals generally remain valid through the close of trading on the second business day after approval. Pre-clearance is not required for transactions executed under an approved Rule 10b5-1 plan; duplicate trade confirmations must be provided to the Compliance Officer.
Rule 10b5-1 plans: Must be entered into in good faith when the insider has no MNPI, be approved by the Compliance Officer at least one month before any trades (including any amendments), and either delegate discretionary trading authority to a third party without MNPI or specify a binding formula for trades.
Prohibited transactions: Short-term trading (sale within six months of purchase), short sales, transactions in options or other derivatives on Company securities, holding Company securities on margin or pledging them as collateral, and hedging or monetization transactions, in each case subject to limited advance approvals where noted. Trading is also prohibited during certain retirement plan “blackouts” where plan participants are broadly restricted.
Enforcement and penalties: Violations may result in significant civil and criminal penalties under U.S. law, as well as Company disciplinary action up to termination. The Compliance Officer administers the policy, including training, updates, pre-clearance, approval of 10b5-1 plans and prohibited-transaction exceptions, recordkeeping, and maintaining a reporting system with whistleblower protections. Covered Persons must acknowledge and certify compliance with the policy.
We are committed to maintaining the highest standards of ethical conduct and have implemented these insider trading policies and procedures to ensure compliance with applicable securities laws and to protect the interests of our shareholders.
163
Item 16K. Cybersecurity
Although we are unable to eliminate all risks associated with cybersecurity threats and we cannot provide full assurance that our cybersecurity risk management processes will be fully complied with or effective, we have adopted policies and procedures that are designed to facilitate the identification, assessment, and management of those risks, including any such risks that have the potential to be material.
Risk management and strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is aligned to the Company’s business strategy and shares common methodologies, reporting channels and governance processes that apply to other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity risk management program include:
| ● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment; |
| ● | the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; |
| ● | training and awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and controls; |
| ● | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a |
In the last three fiscal years, the Company has
Governance
As part of our overall enterprise risk management program, we prioritize the identification and management of cybersecurity risk at several levels.
164
PART III
Item 17. Financial Statements
See “Item 18. Financial Statements.”
Item 18. Financial Statements
Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.
Item 19. Exhibits
165
| * | Filed Herewith. |
| ** | Furnished Herewith. |
166
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Garden Stage Limited | |||
| By: | /s/ Sze Ho, CHAN | ||
| Name: | Sze Ho, CHAN | ||
| Title: | Chief Executive Officer, Director and the Interim Chief Financial Officer | ||
Date: July 31, 2026
167
INDEX TO FINANCIAL STATEMENTS
GARDEN STAGE LIMITED
TABLE OF CONTENTS
Consolidated Financial Statements for the Fiscal Years Ended March 31, 2026 and 2025
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| J&S ASSOCIATE PLT | ||
| (formerly known as J & S Associate) | ||
| 202206000037 (LLP0033395-LCA) & AF002380 | ||
| (Registered with PCAOB and MIA) | Tel: +603-4813 9469 | |
| B-11-14, Megan Avenue II | Email : [email protected] | |
| 12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia | Website : jns-associate.com |
To: The Board of Directors and Shareholders of Garden Stage Limited
Opinion on the Financial Statement
We have audited the accompanying consolidated balance sheets of Garden Stage Limited and its subsidiaries (the ‘Company’) as of March 31, 2026 and 2025 and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
Certified Public Accountants
Firm ID:
We have served as the Company’s auditor since 2024.
July 31, 2026
F-2
Garden Stage Limited
Consolidated Balance Sheets
(Expressed in U.S. Dollars, except for the number of shares)
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Receivables from broker-dealers and clearing organizations | ||||||||
| Receivables from customers, net | ||||||||
| Receivables from customers-related party, net | ||||||||
| Investment in equity securities | ||||||||
| Inventories | ||||||||
| Income tax recoverable | ||||||||
| Prepayments, current | ||||||||
| Other assets, current, net | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax assets, net | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Prepayments, non-current | ||||||||
| Other assets, non-current, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Payables to customers | $ | $ | ||||||
| Payables to customers-related parties | ||||||||
| Payables to broker-dealers and clearing organizations | ||||||||
| Amounts due to related parties | ||||||||
| Contract liabilities | ||||||||
| Contract liabilities-related party | ||||||||
| Income tax payable | ||||||||
| Operating lease liabilities, current | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
Ordinary shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive losses | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| (1) |
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Garden Stage Limited
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in U.S. dollar, except for the number of shares)
| For the Years Ended March 31, |
||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenues | ||||||||||||
| Advisory fees | $ | $ | $ | |||||||||
| Brokerage commissions | ||||||||||||
| Brokerage commissions-related parties | ||||||||||||
| Due diligence services fees | ||||||||||||
| Handling income | ||||||||||||
| Handling income-related parties | ||||||||||||
| Introducing and referral income | ||||||||||||
| Investment management fee income | ||||||||||||
| Investment management fee income-related party | ||||||||||||
| Underwriting and placement income | ||||||||||||
| Interest income and others | ||||||||||||
| Interest income and others-related parties | ||||||||||||
| Total revenues | ||||||||||||
| Expenses | ||||||||||||
| Allowance for expected credit losses | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Brokerage, clearing and exchange fees | ||||||||||||
| Brokerage, clearing and exchange fees-related parties | ||||||||||||
| Communications and technology | ||||||||||||
| Compensation and benefits | ||||||||||||
| Depreciation | ||||||||||||
| Fair value loss on equity securities investments | ||||||||||||
| Loss on disposal of property and equipment | ||||||||||||
| Occupancy costs | ||||||||||||
| Professional fees | ||||||||||||
| Travel and business development | ||||||||||||
| Other administrative expenses | ||||||||||||
| Total expenses | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefits (expenses) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive (loss) income | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Loss per share: | ||||||||||||
| Basic and diluted | $ | $ | $ | |||||||||
| Weighted average number of ordinary shares outstanding: | ||||||||||||
| Basic and diluted* | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Garden Stage Limited
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in U.S. dollar, except for the number of shares)
| Ordinary shares* | Class A ordinary shares* |
Class B ordinary share |
Additional | Accumulated other comprehensive |
||||||||||||||||||||||||||||||||||||
| Number issued |
Amount | Number issued |
Amount | Number issued |
Amount | paid-in capital |
Accumulated deficit |
income (losses) |
Total | |||||||||||||||||||||||||||||||
| Balance as of March 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares pursuant to initial public offering (“IPO”), net of offering cost | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Share based awards to the Group | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Share based awards to the Group | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Issuance of ordinary shares | - | - | ||||||||||||||||||||||||||||||||||||||
| Share based awards to the Group | - | - | ||||||||||||||||||||||||||||||||||||||
| Redesignation of ordinary shares | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of Class A ordinary shares | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of Class A ordinary shares for assets acquisition | - | - | ||||||||||||||||||||||||||||||||||||||
| Elimination of fractional shares in relation to the | - | ( | ) | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Garden Stage Limited
Consolidated Statements of Cash Flows
(Expressed in U.S. dollar)
| For the Years Ended March 31, |
||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Allowance for expected credit losses, net of reversal | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Amortization of operating lease right-of-use assets and interest of lease liabilities | ||||||||||||
| Share based compensation expenses | ||||||||||||
| Loss on disposal of property and equipment | ||||||||||||
| Gain on disposal of investment in equity securities | ( | ) | ||||||||||
| Fair value loss on securities investment | ||||||||||||
| Deferred tax benefits | ( | ) | ( | ) | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||||||
| Receivables from broker-dealers and clearing organizations | ( | ) | ( | ) | ||||||||
| Receivables from customers | ( | ) | ( | ) | ||||||||
| Inventories | ( | ) | ||||||||||
| Prepayments and other assets, net | ( | ) | ||||||||||
| Income tax recoverable | ( | ) | ||||||||||
| Payables to customers | ( | ) | ||||||||||
| Payables to broker-dealers and clearing organizations | ( | ) | ||||||||||
| Contract liabilities | ||||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Settlement of outstanding payment obligation assumed in respect of intangible assets | ( | ) | ||||||||||
| Consideration paid for acquisition of subsidiary accounted for as an assets acquisition | ( | ) | ||||||||||
| Acquisition of equity securities | ( | ) | ||||||||||
| Proceeds from disposal of equity securities | ||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of common shares pursuant to IPO, net of issuance cost | ||||||||||||
| Proceeds from issuance of common shares, net of issuance cost | ||||||||||||
| Payments of offering costs related to IPO | ( | ) | ||||||||||
| (Repayment to) financings obtained from related parties | ( | ) | ||||||||||
| Financing provided to a related party | ( | ) | ||||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of exchange rate changes on cash and restricted cash | ( | ) | ||||||||||
| Net increase (decrease) in cash and restricted cash | ( | ) | ||||||||||
| Cash and restricted cash, beginning of year | ||||||||||||
| Cash and restricted cash, end of year | ||||||||||||
| Reconciliation of cash and restricted cash to the consolidated balance sheets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Restricted cash | ||||||||||||
| Total cash and restricted cash | $ | $ | $ | |||||||||
| Supplemental non-cash investing and financing activities | ||||||||||||
| Acquisition of assets by issuance of ordinary shares | $ | $ | $ | |||||||||
| Deferred IPO cost charged to additional paid-in capital | $ | $ | $ | |||||||||
| Issuance costs charged to additional paid-in capital | $ | $ | $ | |||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease Liabilities | $ | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Cash paid for taxes, net | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
1. Organization and Description of Business
Garden Stage Limited (“GSL”) (“the Company”) is a company incorporated in the Cayman Islands with limited liability on
17 Uno Limited (“17 Uno”), a wholly-owned subsidiary of GSL, is a company incorporated in the British Virgin Islands with limited liability on August 17, 2022. 17 Uno has a share capital of US$
Shenyang Mental Aether Technology Company Limited (“Shenyang”), a wholly foreign owned enterprise (“WFOE”) of GSL, is a company incorporated in the People’s Republic of China (“PRC”) with limited liability on December 5, 2025. Shenyang has a registered share capital of CNY
Mental Form (BVI) Limited (“MFBVI”), a wholly-owned subsidiary of GSL, is a company incorporated in the British Virgin Islands with limited liability on September 12, 2025. MFBVI has a share capital of US$
Mental Form (HK) Limited (“MFHK”), a wholly-owned subsidiary of MFBVI, is a company incorporated in Hong Kong with limited liability on September 16, 2025. MFHK has a share capital of HK$
I Win Holdings Limited (“IWHL”), a wholly-owned subsidiary of 17 Uno, is a company incorporated in Hong Kong with limited liability on March 25, 2020. IWHL has a share capital of HK$
I Win Securities Limited (“IWSL”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on November 10, 2016 with a share capital of HK$
I Win Asset Management Limited (“IWAML”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on March 25, 2020 with a share capital of HK$
I Win Consulting Limited (“IWCL”), a wholly-owned subsidiary of IWHL, is a company incorporated in Hong Kong with limited liability on July 16, 2025. IWCL has a share capital of HK$
IWSL has one wholly-owned subsidiary, China Union Financial Holding Limited (“CUFH”) which is a company incorporated in the British Virgin Islands on June 17, 2016. CUFH has a share capital of US$
GSL together with its subsidiaries (collectively, “the Group”) is primarily engaged in providing investment advisory services, securities brokerage, underwriting and placement, and other financial services to a wide range of customers in Hong Kong. The Group primarily generates advisory fees by acting as investment advisor for its customers, brokerage commissions by enabling its customers to trade on multiple exchanges around the globe and underwriting and placement income by underwriting or arranging placement of securities for its customers.
F-7
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
1. Organization and Description of Business (Continued)
The Company completed its initial public offering on the Nasdaq on December 1, 2023, issuing
Reorganization
Reorganization of the legal structure of the Group (“Reorganization”) has been completed on April 3, 2023 by carrying out a sequence of contemplated transactions, where the Company becomes the holding company of all entities discussed above.
Prior to the reorganization, all entities discussed above were all effectively controlled by Smark Holding Limited (“Smark”), a company incorporated in the British Virgin Islands, and Lobster Financial Holdings Limited (“Lobster”), a company incorporated in the British Virgin Islands, which together held more than
The Reorganization was to eventually transfer
Reorganization on June 24, 2022
With the approval obtained from HKSFC,
Before and after the Reorganization at IWHL’s level, IWHL, IWSL and IWAML, were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than
Reorganization on April 3, 2023
Subsequent to the Reorganization at IWHL’s level, the Company was incorporated on August 11, 2022 with the only aim and purpose to become the holding company of the Group and the issuer in connection with its planned initial public offering in the United States. With further approval obtained from HKSFC, via 17 Uno which has been the wholly owned subsidiary of the Company since incorporation,
Before and after the Reorganization at the Company’s level, the Company and IWHL, had exactly the same shareholding structure and were ultimately and effectively controlled by the same group of controlling shareholders who collectively hold more than
The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.
F-8
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
1. Organization and Description of Business (Continued)
The consolidated financial statements of the Group include the following entities:
| Date of | Place of | % of | Principal | |||||
| Name of Entity | Incorporation | Incorporation | Ownership | Activities | ||||
| 17 Uno Limited (“17 Uno”) | ||||||||
| Shenyang Mental Aether Technology Company Limited (“Shenyang”) | ||||||||
| Mental Form (BVI) Limited (“MFBVI”) | ||||||||
| Mental Form (HK) Limited (“MFHK”) | ||||||||
| I Win Holdings Limited (“IWHL”) | ||||||||
| I Win Securities Limited (“IWSL”) | ||||||||
| I Win Asset Management Limited (“IWAML”) | ||||||||
| I Win Consulting Limited (“IWCL”) | ||||||||
| China Union Financial Holding Limited (“CUFH”) |
F-9
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies
Basis of presentation and principle of consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for expected credit losses, amortization of intangible assets, determination of the useful lives of long-lived assets, determination of an asset acquisition, valuation of intangible assets, impairment of long-lived assets, allowance for deferred tax assets, recognition and measurement of operating lease right-of-use assets, operating lease liabilities, and fair value and estimation of forfeiture of share based payment. Actual results could differ from the estimates, and as such, differences could be material to the consolidated financial statements.
Adoption of new accounting standard
In December 2023, the FASB issued ASU 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. For all other entities, the standard is effective for annual periods beginning after December 15, 2025. Early adoption is permitted. The Group adopted ASU 2023-09 for the year ended March 31, 2026, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Group’s consolidated financial position, results of operations, or cash flows.
Cash
Cash include balances maintained with banks in Hong Kong and Macau that are available for deposit or withdrawal without limitation.
Restricted cash
Restricted cash represents bank balances the Group holds on behalf of its customers. The Group maintains segregated accounts with banks in Hong Kong to hold customers’ monies arising from its normal course of business. These segregated customers’ monies are strictly restricted for customers’ transactions and governed by the Securities and Futures (Client Money) Rules under the HKSFO. Such regulations are promulgated to protect customers’ assets. The Group has classified such segregated customers’ monies as restricted cash. Corresponding payables to customers are recorded upon receipt of cash from or for the customers.
F-10
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Receivables from broker-dealers and clearing organizations
Receivables from broker-dealers and clearing organizations represent balances due from broker-dealers and clearing organizations, including cash deposits placed, net commission receivables, receivables arising from unsettled trades on trade-date basis.
Receivables from broker-dealers and clearing organizations are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from broker-dealers and clearing organizations. The Group assesses collectability by reviewing receivables from broker-dealers and clearing organizations on a collective basis where similar characteristics exist or on an individual basis when the Group identifies specific broker-dealers and clearing organizations with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from broker-dealers and clearing organizations, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from broker-dealers and clearing organizations using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2026 and 2025, allowance for expected credit losses were recorded, respectively.
Receivables from customers
Receivables from customers include (i) amounts due on brokerage transactions on trade-date basis, those not yet settled by customers on settlement dates and other brokerage commission receivables related to primary market; (ii) fee receivables related to advisory fees, due diligence services, introducing and referral services, investment management services and underwriting and placement services provided.
Receivables from customers are measured at amortized cost less an allowance for expected credit loss as needed. The allowance for expected credit loss is the Group’s best estimate of the amount of probable credit losses in the Group’s existing receivables from customers. The Group assesses collectability by reviewing receivables from customers on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for expected credit losses, the Group considers historical collectability based on past due status, the age of the balances of receivables from customers, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from counterparties. Under this accounting guidance, the Group measures credit losses on its receivables from customers using the current expected credit loss model under ASC 326. Balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2026 and 2025, the Group provided allowance for expected credit losses of $
Expected credit loss
ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime expected credit loss methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Group adopted the new standard effective April 1, 2023, the first day of the Group’s fiscal year and applied to receivables from customers, amounts due from a related party and other financial instruments. The adoption of this guidance did not materially impact the net earning and financial position and has no impact on the cash flows.
F-11
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Investment in equity securities
The Group accounts for its investment in equity securities in accordance with ASC 321, Investments—Equity Securities.
During the year ended March 31, 2026, the Group purchased several publicly traded equity securities. The investment in equity securities are measured at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”), based on quoted prices in active markets for identical assets, which are classified as Level 1 inputs. These investments are classified as current assets because the securities are readily marketable and may be sold to meet liquidity needs, if necessary.
Upon disposal of an equity security accounted for under ASC 321, the Group derecognizes the investment at its carrying amount at the date of disposal. The difference between the consideration received and the carrying amount of the derecognized investment is recognized as a gain or loss on disposal of investment in equity securities, which is included in the consolidated statements of operations and comprehensive loss.
The Group remeasures each individual investment at fair value at each reporting date for purpose of classification and presentation. As of March 31, 2026 and 2025, the fair value of the investment in equities securities was carried at $
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost of inventories are determined using the first in first out method. Management reviews inventories for obsolescence and slow-moving inventories periodically and records an allowance against the inventories when the carrying value exceeds net realizable value. For the years ended March 31, 2026, 2025 and 2024, write-downs of inventories was recognized.
Value Added Tax (“VAT”)
The Group is subject to VAT at the rate of
Leases
The Group is a lessee of non-cancellable operating leases for corporate office premises. The Group determines if an arrangement is a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. All leases of the Group are currently classified as operating leases. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities on the Group’s consolidated balance sheets.
ROU assets represent the Group’s right to use an underlying asset for the lease term and operating lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.
When determining the lease term, at lease commencement date, the Group considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The interest rate used to determine the present value of future lease payments is the Group’s incremental borrowing rate based on the information available at the lease commencement date.
F-12
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
The lease standard (ASC 842) provides practical expedients for an entity’s ongoing accounting. The Group elects to apply short-term lease exception for leases with a lease term of 12 months or less at commencement. Accordingly, ROU assets and operating lease liabilities do not include leases with a lease term of 12 months or less.
The Group also elects to adopt the practical expedient that allows lessee to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include building management fees, utility expenses and property taxes included and payable in the lease contract. These non-lease components are not separated from the lease components to which they relate and are collectively reflected as occupancy costs in the statements of operations and comprehensive loss.
The Group evaluates the impairment of its ROU assets consistently with the approach applied for its other long-lived assets. The Group reviews the recoverability of its long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the assets from the expected undiscounted future pre-tax cash flows of the related operations. For the years ended March 31, 2026, 2025 and 2024, the Group did recognize any impairment loss against its ROU assets.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life.
| Computer equipment | |
| Furniture and office equipment | |
| Leasehold improvements |
Expenditures for repairs and maintenance, which do not materially extend the useful lives of the assets, are expensed as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss under other income or expenses.
Intangible assets, net
Intangible assets are originally recognized at cost. The useful lives of intangible assets are assessed to either finite or indefinite based on the nature of the intangible assets. Intangible assets with finite useful lives are amortized on a straight-line basis over their expected useful lives, while intangible assets with indefinite useful lives are not amortized but are subject to annual impairment testing. The Group’s intangible assets consist of (i) eligibility rights to trade on or through SEHK, and (ii) intellectual properties, including copyrights, patents and trademarks.
Eligibility rights to trade on or through SEHK
Management has determined that such assets have indefinite useful lives. These intangible assets are not amortized and are tested for impairment annually either individually or at the cash-generating unit level. These intangible assets are also evaluated annually to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
F-13
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Intellectual properties
Intangible assets acquired in an asset acquisition are initially recognized at cost. Where a group of assets acquired does not meet the definition of a business under ASC 805, the transaction is accounted for as an asset acquisition. The total cost of the asset acquisition, including directly attributable transaction costs, is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill is recognized in an asset acquisition.
Contractual rights to obtain legal title to intellectual properties are recognized as intangible assets when the Group has obtained enforceable contractual rights in respect of the underlying intellectual properties and such rights are capable of being separately identified. Where legal title to the underlying intellectual properties has not yet been transferred as of the reporting date, the related carrying amount is presented as contractual rights to obtain legal title to intellectual properties. Upon completion of the legal title transfer, the carrying amount is reclassified to the relevant category of intellectual properties. Such reclassification does not result in the recognition of any gain or loss.
Amortization of the contractual rights and the related intellectual property assets, as applicable, commences when the Group has obtained control of the relevant rights and the assets are available for their intended use. An asset is considered available for its intended use when it is capable of contributing directly or indirectly to the Group’s future cash flows in the manner intended by management. Accordingly, amortization may commence before legal title to the underlying intellectual property assets has been formally transferred.
The useful lives of the intangible assets are estimated by management with reference to, among other factors, the external valuation report and the period over which the assets are expected to contribute directly or indirectly to the Group’s future cash flows. In determining the estimated useful lives, management considers all pertinent factors, including the expected use of the assets, the useful lives of other assets to which the intangible assets may relate, the legal enforceability of the underlying rights, any legal, regulatory or contractual limitations, expected technological or commercial obsolescence, market demand, competition and the level of maintenance expenditures required to obtain the expected future economic benefits.
Intangible assets with finite useful lives are amortized over the best estimate of their useful lives using a method that reflects the pattern in which the related economic benefits are expected to be consumed or otherwise used up. The Group uses the straight-line method when the pattern of consumption of those economic benefits cannot be reliably determined.
| Copyrights and patents | |
| Trademarks |
The Group reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.
As of March 31, 2026 and 2025, the Group did recognize any impairment losses against its intangible assets.
Impairment of long-lived assets
The Group reviews long-lived assets, including property and equipment, ROU assets and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For the years ended March 31, 2026, 2025 and 2024, impairment of long-lived assets were recognized.
F-14
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Payables to customers
Payables to customers arise from the Group’s brokerage business and include cash deposits received by the Group from the customers and payables arising from unsettled trades on trade-date basis.
Payables broker-dealers and clearing organizations
Payables broker-dealers and clearing organizations represent balances due to broker-dealers and clearing organizations, including net commission payables and payables arising from unsettled trades on trade-date basis.
Contract liabilities
Contract liabilities represent amounts collected from customers or billed to customers for services not yet performed, and for which the related revenue has not yet been recognized. These arise when customer payments exceed the revenue recognized to date on uncompleted contracts.
As of March 31, 2026 and 2025, the balances of contract liabilities were $
Revenue recognition
The Group follows the rules and guidance set out under ASC 606, Revenue from Contracts with Customers (“ASC 606”), when recognizing revenue from contracts with customers. The core principle of ASC 606 requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Group satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Group identifies each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Group applies a practical expedient to expense costs as incurred for those suffered in order to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year, which need to be recognized as assets.
F-15
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
The Group’s principal revenue streams include:
Advisory fees
The Group provides financial advisory services by acting as advisor for its customers in return for advisory fees. The Group enters into distinct agreements with its customers for the provision of financial advisory services. These contracts cover a series of advisory activities that are highly interrelated and interdependent, and therefore not distinct within the context of the contract. As a result, the Group identifies a single performance obligation comprising a series of advisory services provided over the term of the agreement. Therefore, the Company concludes that the revenue shall be recognized over time throughout the contract terms and when it is probable that a significant reversal of revenue recognized will not occur in the future periods.
According to the agreement, the customer is required to pay the advisory fees under the contractual terms specified in the contract, which may involve either a lump-sum charge or monthly billing, depending on the specific agreement. The payment is due from the date of billing.
Brokerage commissions
The Group earns fees and commissions from securities brokerage services based on a fixed rate for each transaction. When a customer executes a securities trading transaction with the Group, brokerage commission is recognized upon the completion of the transaction. Only a single performance obligation is identified for each securities trading transaction, and the performance obligation is satisfied on the trade date because this is when the underlying financial instrument is identified, the pricing of brokerage service is agreed upon and the promised services are delivered to customers. Brokerage commissions are recognized at a point in time on the trade date. The securities trading transaction could not be cancelled once it is executed and is not refundable, so returns and allowances are not applicable.
The customer is required to pay a fixed rate of the brokerage commissions for each securities brokerage transaction and payment is due within two days from the trade date.
Due diligence service fees
The Group enters into a distinct due diligence services agreement with its customers for providing them with due diligence report in return for a one-time fixed due diligence service fee. The Group is obligated to deliver its customers due diligence reports. The due diligence services the Group promises to provide to its customers are considered distinct and are therefore considered to be a single performance obligation. Before the full and complete delivery of the services, the customers cannot benefit from the performance and cannot control the work in progress. The Group controls the rights to the services, which are not associated with any progress payments. As a result, revenue from providing business due diligence services does not meet the criteria of recognizing revenue over time. The revenue is therefore recognized at a point in time when the transaction is completed and the Group’s performance obligation is fulfilled, as evidenced by the delivery of the complete due diligence report.
Payment is due from the date of billing. All due diligence services were completed prior to year end and there was no due diligence services for the year ended March 31, 2026.
F-16
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Handling income
The Group provides other financial services including dividend collection and custodian services and earns handling income in return for these services provided.
Custodian services – The Group enters into distinct custodian agreements with its customers for the provision of custodian and administration services. Among all other services provided, the Group earns a fee by assisting its customers in transferring the physical shares certificates they hold into Central Clearing and Settlement System (CCASS), a centralized electronic book-entry clearing and settlement system for transactions of securities listed in SEHK, for custodian purposes. The Group earns a fee based on a fixed rate of the value of shares in concern. The custodian agreement is distinct and is identified as one performance obligation. Revenue is recognized at a point in time upon the completion of the transaction.
Dividend collection – When the securities held by its customers have any corporate action, the Group may act as the agent of its customers in processing and collecting the related dividends. The Group earns a fee based on a fixed rate of the amount of dividend in concern. Only a single performance obligation is identified in the contract and income from dividend collection services is recognized at a point in time upon the completion of the transaction.
According to the agreement, the customer is required to pay a handling fee for custodian service at fixed amount and a fee for dividend collection at a fixed percentage on the dividends collected for each transaction. Payment is due upon completion of services.
Introducing and referral income
The Group derives introducing and referral income from the introduction of customers to other financial service providers or other interested parties. The Group enters into distinct referral agreements with these parties in relation to the introducing and referral services rendered and the fee is crystalized at the point when the referees executed a transaction with these parties. Under the distinct referral agreements the Group has in place, the Group is not subject to any minimum referral numbers, any committed targets nor any other obligations once the referral is made. No claw back or adjustments to the income are allowed under these agreements. Revenue from providing introducing and referral services is recognized at a point in time when the transaction and the performance is completed, which is evidenced by a referred investor completing a qualifying transaction that results in income from the customers.
According to the agreement, the customer is required to pay an introducing and referral fee on a monthly basis. The payment is due from the date of billing.
Investment management fee income
The Group provides investment management services by acting as investment manager for its customers in return for investment management fee income. The Group enters into distinct investment management agreements with its customers for the provision of investment management services. The investment management service is distinct and is identified as one performance obligation performed continuously. Revenue from investment management services is recognized over time when the performance is satisfied and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. Revenue is billed on a monthly basis in accordance with the agreement and payment and payment is due from the date of billing.
Underwriting and placement income
The Group provides underwriting and placement services by acting as an underwriter, global coordinator, book runner or lead manager for securities issuances and bonds placements, in return for underwriting and placement income.
F-17
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
The Group enters into a distinct underwriting or placement agreement with its customers, i.e. corporate issuers, for the provision of underwriting and placement services. The underwriting and placement service is distinct and is identified as one performance obligation. As stipulated in the underwriting and placement agreement, the Group will charge an underwriting and placement income based on certain percentage of the funds raised in the transaction, either initial public offerings or other fundraising or placement activities.
Revenue from providing underwriting and placement services to customers is recognized at a point in time when the transaction and the performance is completed, which is generally at the completion of the public offering, i.e., listing of the securities on relevant exchanges, or the completion of a placement.
For certain underwriting and placement projects, the Group will reduce its commitments and exposures by having sub-underwriting and sub-placement arrangements with other broker-dealers. Generally, the terms of these sub-underwriting and sub-placement arrangements would mirror the master underwriting and placement agreements the Group has in place with its customers but give a concession fee to these broker-dealers for services rendered under the sub-underwriting and sub-placement arrangements. The agreement of underwriting and placement services requires payment upon the completion of services.
Principal versus agent considerations
The Group follows the rules and guidance set out under ASC 606 when determining whether it is acting as a principal or an agent in the contract with its customers. The core principle of ASC 606 requires an entity to determine whether the nature of its promise is a performance obligation to provide the services itself (that is, the entity is a principal) or to arrange for those services to be provided by the other party (that is, the entity is an agent). The following steps are applied to achieve that core principle:
Step 1: Identify the specified services to be provided to the customer
Step 2: Assess whether it controls each specified service before that service is transferred to the customer
The Group may be considered a principal when the overall facts and circumstances indicate that it controls the services before they are transferred to the customer. This assessment involves judgment and consideration of various indicators, which may include the Group’s ability to direct the use of and obtain substantially all of the benefits from the services, discretion in establishing pricing, primary responsibility for fulfilling contractual obligations and exposure to other risks. These indicators are not individually determinative, and not all must be present. Rather, they collectively help assess whether the Group exercises control in the transaction.
Given the Group’s multiple revenue streams, the principal-versus-agent assessment may differ depending on the nature of the services provided. Based on the factors outlined above, where the Group concludes it is acting as a principal, revenue is recognized on a gross basis. Where the Group concludes it is acting as an agent, revenue is recognized on a net basis, representing only the fee or commission to which it is entitled in exchange for arranging for the provision of services by a third party. This assessment is reviewed and updated as necessary when facts and circumstances change.
F-18
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Sources of revenue
Disaggregated information of revenue by major sources are as follows:
| For the Year Ended March 31, 2026 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Revenue from contracts with customers recognized at a point in time | ||||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | $ | $ | |||||||||
| exchanges in United States | ||||||||||||
| Handling income on | ||||||||||||
| custodian services | ||||||||||||
| dividend collection | ||||||||||||
| Introducing and referral income | ||||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity securities | ||||||||||||
| bonds | ||||||||||||
| Revenue from contracts with customers recognized over time | ||||||||||||
| Advisory fees | ||||||||||||
| Investment management fee income | ||||||||||||
| Revenue from other sources | ||||||||||||
| Interest income and others (note) | ||||||||||||
| $ | $ | $ | ||||||||||
| For the Year Ended March 31, 2025 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Revenue from contracts with customers recognized at a point in time | ||||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | $ | $ | |||||||||
| exchanges in United States | ||||||||||||
| Due diligence service fees | ||||||||||||
| Handling income on | ||||||||||||
| custodian services | ||||||||||||
| dividend collection | ||||||||||||
| Introducing and referral income | ||||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity securities | ||||||||||||
| Revenue from contracts with customers recognized over time | ||||||||||||
| Advisory fees | ||||||||||||
| Investment management fee income | ||||||||||||
| Revenue from other sources | ||||||||||||
| Interest income and others (note) | ||||||||||||
| $ | $ | $ | ||||||||||
F-19
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
| For the Year Ended March 31, 2024 | ||||||||||||
| Third parties | Related parties | Total | ||||||||||
| Revenue from contracts with customers recognized at a point in time | ||||||||||||
| Brokerage commissions related to | ||||||||||||
| exchange in Hong Kong | $ | $ | $ | |||||||||
| exchanges in United States | ||||||||||||
| Handling income on | ||||||||||||
| custodian services | ||||||||||||
| dividend collection | ||||||||||||
| Introducing and referral income | ||||||||||||
| Underwriting and placement income related to | ||||||||||||
| equity securities | ||||||||||||
| bonds and others | ||||||||||||
| Revenue from contracts with customers recognized over time | ||||||||||||
| Advisory fees | ||||||||||||
| Revenue from other sources | ||||||||||||
| Interest income and others (note) | ||||||||||||
| $ | $ | $ | ||||||||||
Note:
Interest income and others primarily consist of interests earned on bank deposits and a customers’ overdue, and gains on disposal of investment in equity securities, which are not within the scope ASC 606.
Interest income is recognized as it accrues using the effective interest method. Interests on customers’ overdue represent interests charged on overdue receivables from customers arising from brokerage transactions. According to the contracts entered into between the Group and its customers, the Group shall charge its customers on amounts overdue, i.e. amounts due on brokerage transactions which are not yet settled on settlement dates, at an interest at Hong Kong Prime Lending Rate plus
Gains on disposal of investment in equity securities is recognized upon disposal of the investment in equity securities. This represents the value gains between the sales proceed on disposal and the cost of the investment in equity securities.
Interest income and others recognized for the years ended March 31, 2026, 2025 and 2024 were broken down as below.
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Interests on bank deposits | $ | $ | $ | |||||||||
| Interests on customers’ overdue | ||||||||||||
| Gains on disposal of investment in equity securities | ||||||||||||
| Sundry income | ||||||||||||
| $ | $ | $ | ||||||||||
F-20
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Brokerage, clearing and exchange fees
Brokerage, clearing and exchange fees primary relate to transaction costs paid to broker-dealers, designated advisors and clearing organizations on advisory services, securities brokerage services, handling services, introducing and referral services, investment management services and underwriting and placement services which are expensed as incurred.
Employee benefit plan
Employees of the Group located in Hong Kong participate in a compulsory retirement benefit scheme as required by the local laws in Hong Kong. Contributions are required by both the Group and its employees at a rate of
Share based compensation expenses
The Group uses the fair value method of accounting for the share options granted to grantees to measure the cost of services received in exchange for share based awards. The fair value of share-based awards is measured on the grant date and represents the cost of services received in exchange for the awards.
Share based awards granted in 2024
The Group has selected the binomial option-pricing model as the most appropriate fair value method for its option awards. The Binomial model takes into account variables such as volatility, dividend yield rate, and risk-free interest rate and also allows for the use of dynamic assumptions and considers the contractual term of the option, and the probability that the option will be exercised prior to the end of its contractual life.
Share based awards granted in 2025
The Group determines the fair value of share-based awards to consultants using the quoted market price at the grant date.
The Group has elected to estimate forfeitures when determining the amount of share-based compensation cost to be recognized. Estimated forfeitures are determined at the grant date based on historical forfeiture experience, employee turnover and other relevant factors applicable to the respective classes of grantees. The Group reviews its forfeiture estimates periodically and revises them, as necessary, when actual forfeitures or other relevant circumstances indicate that the estimates have changed. These inputs are subjective and generally require significant judgment. The resulting cost is recognized over the period during which directors, employees and consultants are required to provide service in exchange for the awards.
Share-based compensation expense for the share based awards granted in 2024 is recognized on a graded vesting basis, net of estimated forfeitures. Share-based compensation expense for the share based awards granted in 2025 is recognized on a straight-line basis over the 12-month service contract period. For the years ended March 31, 2026, 2025 and 2024, the total amount charged to the consolidated statements of operations and comprehensive loss in respect of share based compensation expenses were $
In accordance with ASC 718, modifications to stock-based awards are accounted for as exchanges of the original awards for new awards. The incremental fair value, which is the difference between the fair value of the modified award and the original award immediately before modification, is measured at the modification date. This incremental fair value is recognized immediately as compensation cost for vested awards. For unvested awards, the incremental compensation cost, along with any remaining unrecognized compensation cost of the original award, is recognized over the remaining requisite vesting period.
F-21
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Income taxes
The Group accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.
Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognized in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Segment reporting
In November 2023, the FASB issued Accounting Standards Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended March 31, 2025, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Group’s consolidated financial position, results of operations, or cash flows.
Based on the criteria established by ASC 280, Segment Reporting, the Group uses the management approach in determining its operating segments. The Group’s chief operating decision maker (“CODM”), specifically the Group’s CEO and CFO, reviews consolidated results when making decisions, allocating resources and assessing performance of the Group. Although the CODM reviews revenue disaggregated by the type of services the Group provides, there is no allocation of direct and indirect costs. As such, this disaggregation does not constitute a separate measure of segment profit or loss. The Group carries out all its business activities and operations in Hong Kong, with no material long-lived assets held outside Hong Kong. All transactions are concluded and completed in Hong Kong with similar terms and conditions.
The Group’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net loss that also is reported as consolidated net loss on the consolidated statements of operations and comprehensive loss, after taking into account the Group’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM does not review disaggregated expense information when assessing performance or making operational decisions. Instead, the CODM evaluates expenses on a consolidated basis only. Other segment items included provision for income taxes, which are reflected in the segment and consolidated net loss. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
F-22
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Loss per share
Loss per share (“EPS”) is calculated in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is computed by dividing net loss attributable to each class of ordinary shareholders by the weighted average number of shares of that particular class outstanding during the year, where each class have differing economic rights to earnings and dividends.
Diluted EPS is calculated by dividing net loss attributable to each class of ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares of that class, if any, by the weighted average number of that particular class of ordinary and dilutive ordinary equivalent shares outstanding during the year, where each class have differing economic rights to earnings and dividends. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effect would be antidilutive. Unvested share based compensation awards subject to graded vesting are considered potential ordinary share equivalents in the computation of diluted EPS but are excluded from the computation of diluted loss per share as the inclusion would have an antidilutive effect. Basic and diluted EPS are presented in the Group’s consolidated statements of operations and comprehensive loss.
As stipulated in the Company’s Memorandum and Articles of Association, each Class B ordinary share shall be convertible into one Class A ordinary share at the option of the holders of Class B ordinary shares, at any time and without the payment of any additional sum. Conversely, holders of Class A ordinary shares shall have no rights to convert Class A ordinary shares into Class B ordinary shares under any circumstances. In addition, holders of both Class A and Class B ordinary shares were entitled to receive dividends paid by the Company at the same rate and had equal rights to the surplus assets of the Company upon its liquidation, as stipulated in the Company’s Memorandum and Articles of Association. These shares ranked pari passu in all other respects. Basic and diluted EPS are calculated by referring to the rights and characteristics of these two classes of ordinary shares respectively. For the years ended March 31, 2026, 2025 and 2024, the Group had no dilutive stocks.
Translation of foreign currencies
The Group’s principal place of operations is Hong Kong. The financial position and results of its operations are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are presented using the U.S. Dollars (“US$” or “$”). The results of operations and the consolidated statements of cash flows denominated in functional currency are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currency at the balance sheet date are translated to US$ at the applicable rates of exchange in effect at balance sheet date. The equity denominated in functional currency is translated to US$ at the historical rate of exchange at the time of transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive losses included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s consolidated statements of operations and comprehensive loss.
The following table outlines the exchange rates that are used in preparing these consolidated financial statements:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Year-end spot rate | ||||||||
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Average rate | ||||||||||||
F-23
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Fair value of financial instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 – | Quoted prices in active markets for identical assets and liabilities. |
| Level 2– | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 – | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
As of March 31, 2026 and 2025, financial instruments of the Group comprised primarily cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, investment in equity securities, other assets, payables to customers, payables to broker-dealers and clearing organizations, amounts due to related parties, accrued expenses and other liabilities. The carrying amounts of cash, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, other assets, payables to customers, payables to broker-dealers and clearing organizations, amounts due to related parties, accrued expenses and other liabilities approximate their fair values due to the short-term nature of these instruments. The Group’s investments in equity securities are measured at fair value on a recurring basis. As these equity securities are publicly traded and their fair values are determined based on quoted market prices in active markets, the fair value measurements are classified within Level 1 of the fair value hierarchy.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation.
Commitments and contingencies
In the normal course of business, the Group is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
F-24
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
2. Summary of Significant Accounting Policies (Continued)
Recent accounting pronouncements
The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Group meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is currently evaluating the impact of the on its consolidated financial statements and related disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Group is currently evaluating the impact of the update on the Group’s consolidated financial statements and related disclosures.
In July 2025, FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis or annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Group is currently evaluating the impact of the on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to clarify ambiguities and improve consistency across multiple topics in the Accounting Standards Codification. Key provisions include amendments to Topic 260 (Earnings Per Share) to refine the treatment of anti-dilutive shares in year-to-date diluted EPS calculations when an entity experiences a loss from continuing operations, as well as modifications to Topic 842 (Leases) to clarify disclosure exemptions for certain lease receivables. The standard is effective for fiscal years beginning after December 15, 2025. The Group is currently evaluating the impact of the update on the Group’s consolidated financial statements and related disclosures.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the Group’s consolidated financial statements.
F-25
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
3. Significant Risks
Currency risk
The Group’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations, denominated in foreign currencies. The Group considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ as not significant as HK$ is pegged to US$.
Concentration and credit risks
Financial instruments that potentially subject the Group to the credit risks consist of cash, restricted cash, receivables from broker-dealers and clearing organizations and receivables from customers. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates.
The Group deposits its cash with reputable banks located in Hong Kong and Macau. As of March 31, 2026 and 2025, $
For the credit risk related to receivables from broker-dealers and clearing organizations, receivables from customers and other assets, the Group performs regular and ongoing credit assessments of the counterparts’ financial conditions and credit histories. The Group also assesses historical collection trends, aging of receivables, securities it holds on hand of these counterparts. Further, for receivables from customers related to brokerage transactions, of which, under the contracts entered into between the Group and the customers, the Group is entitled to liquidate the security positions it holds on behalf of the particular customers in order to recover the receivable balances in case of default. The Group generally holds no collateral or security against other receivables. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of March 31, 2026 and 2025, the balances of allowance for expected credit losses were $
For the years ended March 31, 2026, 2025 and 2024, most of the Group’s assets were located in Hong Kong. At the same time, the Group considers that it is exposed to the following concentrations of risk:
| (a) | Major customers |
For the year ended March 31, 2026, there were two counterparties of the Group who accounted for 10% or more of the Group’s revenues. Revenues from these counterparties for the year ended March 31, 2026 represented approximately
| (b) | Receivables |
As of March 31, 2026, there was one counterparty whose receivable accounted for 10% or more of the Group’s total balances of receivables from broker-dealers and clearing organizations and receivables from customers before allowance for expected credit losses. This receivable accounted for approximately
Interest rate risk
Fluctuations in market interest rates may negatively affect the Group’s financial conditions and results of operations. The Group is exposed to floating interest rate risk on bank deposits and overdue customers, in particular during a period when the interest rate is expected to change significantly. Nevertheless, with the amounts of bank deposits and overdue customers in concern, the Group considers its interest rate risk is not material and the Group has not used any derivatives to manage or hedge its interest risk exposure.
F-26
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
4. Asset Acquisitions
On November 3, 2025 (“acquisition date”), the Company entered into share purchase agreements with certain parties to acquire
As of the acquisition date, MFBVI was an investment holding company and was not engaged in any substantive business activities. The assets held by MFBVI as of the acquisition date consisted primarily of contractual rights to acquire certain intellectual properties, cash and prepayments. MFBVI did not have an organized workforce, nor did it have substantive processes capable of developing or converting inputs into outputs. In addition, MFBVI did not have any outputs and had not carried out any revenue-generating activities as of the acquisition date. Accordingly, MFBVI did not meet the definition of a business under ASC 805, and the acquisition was accounted for as an asset acquisition. The total cost of the asset acquisition was allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. No goodwill was recognized.
The following table summarizes the total consideration transferred for the asset acquisitions:
| Cash | $ | |||
| Fair value of | ||||
| Transaction costs(1) | ||||
| Total consideration | $ |
| (1) |
In accordance with ASC 805-50-30-3, the total cost of the asset acquisition was allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date. Cash and assumed liabilities were recognized at their respective amounts, and the remaining acquisition cost was allocated to the identifiable non-monetary assets based on their relative fair values. The relative fair value percentage of each identifiable non-monetary asset was determined by dividing the fair value of that asset by the aggregate fair value of the identifiable non-monetary assets acquired.
The following table summarizes the acquisition date fair value, percentage, allocated costs and allocated carrying amount of the assets and liabilities acquired:
| Fair value | Percentage of identifiable non-monetary assets acquired | Allocated costs | Allocated carrying amount | |||||||||||||
| Cash | $ | $ | $ | |||||||||||||
| Prepayments | % | |||||||||||||||
| Contractual right to acquire copyrights and patents | % | |||||||||||||||
| Contractual right to acquire trademarks | % | |||||||||||||||
| Accounts payables | ( | ) | ( | ) | ||||||||||||
| Accruals | ( | ) | ( | ) | ||||||||||||
| Total | $ | % | $ | $ | ||||||||||||
F-27
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
5. Receivables from Customers, Net
As of March 31, 2026 and 2025, receivables from customers, net, consisted of the following balances:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Third parties | ||||||||
| Receivables related to securities brokerage services | ||||||||
| Unsettled trades on trade-date basis | $ | $ | ||||||
| Overdue balances on settlement dates(1) | ||||||||
| Receivables related to advisory fees | ||||||||
| Receivables related to due diligence services | ||||||||
| Receivables related to introducing and referral services | ||||||||
| Receivables related to investment management services | ||||||||
| Receivables related to underwriting and placement services | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Total receivables from customers, net | $ | $ | ||||||
| Related party | ||||||||
| Receivables related to securities brokerage services | ||||||||
| Overdue balances on settlement dates(1) | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ||||||
| Total receivables from customers-related party, net | $ | $ | ||||||
| (1) |
Subsequent to the year ended March 31, 2026, receivables from customers amounted to $
The movement of allowance for expected credit losses is as follows:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Provision for expected credit losses | ||||||||
| Foreign exchange difference | ( | ) | ||||||
| Balance at end of the year | $ | $ | ||||||
F-28
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
6. Inventories
As of March 31, 2026 and 2025, inventories consisted of the following:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Raw materials | $ | | $ | |||||
| Total inventories | $ | $ | ||||||
Inventories primarily comprise electronic components acquired by Shenyang and held for assembly of robots in the Group’s planned production activities and as merchandise for sale of robots to third party customers. As of March 31, 2026, the Group had not yet commenced production or sales activities under these operations. write-downs of inventories was recognized for the years ended March 31, 2026, 2025 and 2024. The production and trading business commenced in April 2026.
7. ROU Assets and Operating Lease Liabilities
As of March 31, 2026 and 2025, the Group subsisted of the following non-cancellable lease contract.
| Description of lease | Lease term | |
| Office at China Insurance Group Building, Hong Kong |
| (a) |
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Right-of-use assets | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| $ | $ | |||||||
| Weighted average remaining lease terms (in years) | ||||||||
| (b) |
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| ROU assets obtained in exchange for operating lease liabilities | $ | $ | $ | |||||||||
| Amortization of ROU assets | ||||||||||||
| Interest on operating lease liabilities | ||||||||||||
| Total operating lease expenses, included within Occupancy Costs | $ | $ | $ | |||||||||
F-29
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
7. ROU Assets and Operating Lease Liabilities (Continued)
| (c) |
| During the year ended March 31, 2027 | $ | |||
| Total future lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease obligations | $ |
The weighted-average discount rate used to determine the operating lease liabilities as of March 31, 2026 and 2025 was
The following table represents the minimum cash lease payments included in the measurement of lease liabilities for the years ended March 31, 2026, 2025 and 2024:
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||
| Cash outflows for operating leases | $ | $ | $ | |||||||||
8. Property and Equipment, Net
As of March 31, 2026 and 2025, property and equipment, net, consisted of the following:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and office equipment | ||||||||
| Leasehold improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
For the year ended March 31, 2025, the Group incurred $
Depreciation expenses were $
F-30
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
9. Intangible Assets, Net
As of March 31, 2026, and 2025, intangible assets, net, consisted of the following:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Contractual rights to acquire copyrights and patents | $ | $ | ||||||
| Copyrights and patents | ||||||||
| Eligibility rights to trade on or through SEHK | ||||||||
| Trademarks | ||||||||
| Less: accumulated amortization | ( | ) | ||||||
| Total intangible assets, net | $ | $ | ||||||
On November 3, 2025, the Company acquired
Prior to the Company’s acquisition of MFBVI, MFHK, a subsidiary of MFBVI, entered into two purchase agreements with a third party on October 30, 2025 to acquire certain intellectual properties registered in the PRC, including 18 copyrights and patents and 18 trademarks. As part of the acquisition of MFBVI, the Company acquired MFBVI and its subsidiaries, including MFHK and its rights and obligations under these purchase agreements. Through the acquisition, the Company acquired identifiable intangible assets and contractual rights relating to such intellectual properties. In accordance with ASC 805-50-30-3, the total cost of the asset acquisition was allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date.
For purposes of the relative fair value allocation, the fair value of the copyrights, patents and related contractual rights was determined to be $
As of March 31, 2026, legal title to all trademarks and 8 copyrights and patents had been transferred to MFHK, while legal title to the remaining 10 copyrights and patents had not yet been transferred. Pursuant to the purchase agreements, MFHK had obtained enforceable contractual rights to obtain legal title to those copyrights and patents. Management determined that such contractual rights represented identifiable contract-based intangible assets because they arose from contractual arrangements and were capable of being separately identified.
Of the carrying amount allocated to the copyrights, patents and related contractual rights, $
Amortization expense was $
The estimated aggregate intangible asset amortization expense for the future fiscal years is as follows:
| For the years ending March 31, | Estimated Amortization Expense | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Over 5 years | ||||
| $ | ||||
F-31
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
10. Prepayments and Other Assets, Net
As of March 31, 2026, and 2025, prepayments and other assets, net, consisted of the following:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Deposits | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Less: amounts classified as non-current assets | ( | ) | ( | ) | ||||
| Amounts classified as current assets | ||||||||
| Prepayments | ||||||||
| Less: amounts classified as non-current assets | ( | ) | ||||||
| Amounts classified as current assets | $ | $ | ||||||
The movement of allowance for expected credit losses is as follow:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Reversal of expected credit losses | ( | ) | ( | ) | ||||
| Foreign exchange difference | ( | ) | ||||||
| Balance at end of the year | $ | $ | ||||||
11. Contract liabilities
The movement of contract liabilities is as follow:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Third parties | ||||||||
| Balance at beginning of the year | $ | $ | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation | ||||||||
| Balance at end of the year | $ | $ | ||||||
| Related party | ||||||||
| Balance at beginning of the year | $ | $ | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation | ||||||||
| Balance at end of the year | $ | $ | ||||||
F-32
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
12. Accrued Expenses and Other Liabilities
As of March 31, 2026, and 2025, accrued expenses and other liabilities consisted of the following:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Brokerage, clearing and exchange fees | $ | $ | ||||||
| Compensation and benefits | ||||||||
| Intangible assets (1) | ||||||||
| Leasehold improvement | ||||||||
| Others | ||||||||
| Professional fee | ||||||||
| Travel and business development | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
| (1) |
13. Shareholders’ Equity
Ordinary shares
Unless otherwise stated, all ordinary shares, Class A ordinary shares and per-share amounts disclosed in these consolidated financial statements have been retroactively adjusted to reflect the
The Company was incorporated in the Cayman Islands on August 11, 2022. Prior to the Company’s initial public offering, the Company completed certain share subdivisions, share allotments and recapitalization transactions. The effects of these transactions had already been reflected retrospectively in the Company’s previously issued financial statements. Following the 200-for-1 reverse share split of the Company’s Class A ordinary shares effected on March 6, 2026, all historical Class A ordinary share amounts and per-share information, including amounts arising from the pre-IPO recapitalization and share allotment transactions, have been retrospectively adjusted to reflect the reverse share split, where applicable.
On December 1, 2023, the Company completed its initial public offering on Nasdaq under the ticker symbol “GSIW”. The Company issued
On April 7, 2025, the Company entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering,
On April 7, 2025, the Company also entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to issue and sell, in a separate registered direct offering,
F-33
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
13. Shareholders’ Equity (Continued)
On June 2, 2025, the Company’s board of directors approved an equity incentive plan, authorizing the issuance of ordinary shares to
On June 16, 2025, the Company entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering,
On July 24, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering,
On September 12, 2025, the Company entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering,
On September 18, 2025, the Company held an extraordinary general meeting of shareholders, at which the shareholders approved the redesignation and reclassification of the Company’s authorized share capital into Class A ordinary shares and Class B ordinary shares. After giving effect to the
Holders of Class A ordinary shares and Class B ordinary shares have the same rights, except for voting and conversion rights. Each Class A ordinary share entitles the holder to one vote on all matters subject to vote at the Company’s general meetings. Each Class B ordinary share entitles the holder to one hundred votes on all matters subject to vote at the Company’s general meetings. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time and without the payment of any additional sum. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
On November 3, 2025, the Company entered into share purchase agreements with certain independent parties to acquire
On January 12, 2026, the Company entered into securities purchase agreement with certain independent investors, pursuant to which the Company agreed to issue and sell, in a private placement offering,
On March 6, 2026, the Company effected a
In connection with the reverse share split, no fractional shares were issued. The Company’s transfer agent was instructed to aggregate fractional Class A ordinary shares and arrange for their disposal in accordance with the applicable arrangements. On March 10, 2026,
As of the date these consolidated financial statements,
F-34
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
14. Share Based Compensation Expenses
Share based awards granted in 2024
On April 24, 2023, and subsequently on August 31, 2023, the Company approved a share option plan where options were granted to grantees to acquire
The Group has adopted a policy of estimating the number of forfeitures expected to occur and bases initial accruals of compensation cost on the estimated number of instruments for which service is expected to be rendered (i.e. awards that are not expected to be forfeited). If subsequent information indicates that the actual number of instruments is likely to differ from previous estimates, the Group revises the estimate accordingly, with any cumulative effect on current and prior periods resulting from a change in the estimated number of instruments for which service is expected to be or has been rendered is recognized in compensation cost in the period of the change. As of March 31, 2026, management performed an assessment of the expected forfeiture rate based on historical employee turnover and other relevant factors. Based on this assessment, no significant changes to the forfeiture rate estimate were required, and accordingly, no material adjustment to compensation cost was recognized for the year ended March 31, 2026. As of March 31, 2026, the Company has share options which allow grantees to acquire a total of
With the assistance of an independent third-party appraiser, the adjusted weighted average fair value of share options at grant date was estimated to be $
| Expected dividend yield | ||||
| Expected volatility | % | |||
| Risk-free interest rate (per annum) | % | |||
| Time to maturity (in years) | ||||
The share options have a service condition and an initial public offering performance condition. For share options granted with performance condition, the share based compensation expenses are recorded when the performance condition is considered probable. As a result, the cumulative share based compensation expenses for these options that have satisfied the service condition were recorded upon the completion of the initial public offering on December 1, 2023. For the years ended March 31, 2026, 2025 and 2024, the Group recognized $
A summary of option activity under the employee share option plan as of March 31, 2026 and changes during the year then ended is presented below.
| Number of options | Adjusted weighted average exercise price | |||||||
| Granted | $ | |||||||
| Forfeiture | ( | ) | ||||||
| Outstanding as of March 31, 2026 | $ | |||||||
| Exercisable as of March 31, 2026 | ||||||||
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Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
14. Share Based Compensation Expenses (Continued)
As at March 31, 2026 the range of exercise prices and weighted average remaining contractual life of outstanding options are presented below.
| Adjusted exercise price | Number of options | Remaining contractual life (years) | ||||||||||
| Unvested | $ | |||||||||||
| Vested | ||||||||||||
| Weighted average | $ | |||||||||||
Share based awards granted in 2025
On June 2, 2025, the Company’s board of directors approved the Equity Incentive Plan, pursuant to which the Company granted equity awards to five nonemployee consultants in exchange for business review and development service to be provided over a 12-month period.
On June 16, 2025, the Company issued and granted an aggregate of
The Company accounts for the awards in accordance with ASC 718, Compensation—Stock Compensation. The grant-date fair value of the shares is recognized as share-based compensation expense over the requisite service period of 12 months. For the years ended March 31, 2026, 2025 and 2024, the Company recognized $
15. Income Taxes
Cayman Islands and British Virgin Islands
Under the current and applicable laws of Cayman Islands and British Virgin Islands, the Group is not subject to tax on income or capital gains under these jurisdictions.
Hong Kong
IWHL, IWSL, IWAML, IWCL and MFHK are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. For the years ended March 31, 2026, 2025 and 2024, Hong Kong Profits Tax was calculated in accordance with the two-tiered profits tax rates regime. For eligible entities, the applicable income tax rate for the first HK$
PRC
Shenyang is incorporated in PRC and are subject to the PRC Enterprise Income Tax Laws (“EIT Laws”) and are taxed at the statutory income tax rate of
As Shenyang did not generate any income for the years ended March 31, 2026, 2025 and 2024, no enterprise income tax charged.
F-36
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
15. Income Taxes (Continued)
The current and deferred portions of the income tax (benefits) expenses included in the consolidated statements of operations and comprehensive loss as determined in accordance with ASC 740 are as follows:
For the Years Ended | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Current taxes | $ | ( | ) | $ | $ | |||||||
| Deferred taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax (benefits) expenses | $ | ( | ) | $ | $ | |||||||
A reconciliation of the difference between the expected income tax (benefits) expenses computed at Hong Kong profits tax rate of
For the Years Ended | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Applicable income tax rate in Hong Kong | % | % | % | |||||||||
| Income tax benefits at applicable income tax rate | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Non-deductible expenses | ||||||||||||
| Income not subject to tax | ( | ) | ( | ) | ( | ) | ||||||
| Tax losses not expected to be utilized (1) | ||||||||||||
| Tax effect of two-tiered profits tax rates | ( | ) | ( | ) | ( | ) | ||||||
| (Over) Under-provision in previous years | ( | ) | ||||||||||
| Change in valuation allowance | ( | ) | ||||||||||
| Income tax (benefits) expenses | $ | ( | ) | $ | $ | |||||||
| (1) |
The following table reconciles the statutory tax rate to the Group’s effective tax rate for the years ended March 31, 2026, 2025 and 2024:
| For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Applicable income tax rate | % | % | % | |||||||||
| Tax effect on non-deductible expense | ( | )% | ( | )% | ( | )% | ||||||
| Tax effect on income not subject to tax | % | % | % | |||||||||
| Tax losses not expected to be utilized | ( | )% | ( | )% | ( | )% | ||||||
| Tax effect on two-tiered profits tax rates | % | % | % | |||||||||
| Tax effect on (over) under-provision in previous years | % | ( | )% | ( | )% | |||||||
| Tax effect on change in valuation allowance | ( | )% | % | ( | )% | |||||||
| Effective tax rate | % | ( | )% | ( | )% | |||||||
F-37
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
15. Income Taxes (Continued)
Deferred tax
The Group measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates.
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | $ | ||||||
| Net operating loss carry forwards | ||||||||
| Depreciation and amortization | ||||||||
| Less: valuation allowances | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
Valuation allowance is provided against deferred tax assets when the Group determines that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. The statutory tax rates of
As of March 31, 2026 and 2025, the Group had net operating loss carryforwards indefinitely of $
Due to the successive years of losses recognized by the Hong Kong subsidiaries, the Group is uncertain when these net operating losses can be utilized. As a result, the Group provided a
Movement of the Group’s valuation allowance against deferred tax assets is as follows:
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Increase (decrease) recognized in the income statement | ( | ) | ||||||
| Exchange difference | ( | ) | ||||||
| Balance at end of the year | $ | $ | ||||||
Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to
F-38
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
16. Related Party Transaction and Balance
a. Nature of relationships with related parties
| Name | Relationship with the Company | |
| Chan Sze Ho | ||
| Cheung Yuk Shan | ||
| Fong Wai Lok, Raymond | ||
| I Win Growth SPC – Fund 2 SP | ||
| Lau Kam Yan, Karen | ||
| Lobster Financial Holdings Limited | ||
| Oriental Moon Tree Limited | ||
| Shum Ngan, Sammy | ||
| Tse Tim | ||
| Wu Hin Lun | ||
| Zhu Jian Guo | ||
| Zhu Yun |
F-39
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
16. Related Party Transaction and Balance (Continued)
b. Transactions with related parties
| For the Years Ended March 31, | ||||||||||||||
| Name | Nature | 2026 | 2025 | 2024 | ||||||||||
| Chan Sze Ho | (1) Brokerage commission | $ | $ | $ | ||||||||||
| Cheung Yuk Shan | (1) Brokerage commission | |||||||||||||
| Lau Kam Yan, Karen | (1) Brokerage commission | |||||||||||||
| Tse Tim | (1) Brokerage commission | |||||||||||||
| Wu Hin Lun | (1) Brokerage commission | |||||||||||||
| Zhu Jian Guo | (1) Brokerage commission | |||||||||||||
| Total | $ | $ | $ | |||||||||||
| Cheung Yuk Shan | (2) Handling income on custodian service | $ | $ | $ | ||||||||||
| Zhu Jian Guo | (2) Handling income on custodian service | |||||||||||||
| Chan Sze Ho | (3) Handling income on dividend collection | |||||||||||||
| Lau Kam Yan, Karen | (3) Handling income on dividend collection | |||||||||||||
| Tse Tim | (3) Handling income on dividend collection | |||||||||||||
| Wu Hin Lun | (3) Handling income on dividend collection | |||||||||||||
| Total | $ | $ | $ | |||||||||||
| I Win Growth SPC – Fund 2 SP | (4) Investment management fee income | $ | 117,702 | $ | - | $ | - | |||||||
| Fong Wai Lok, Raymond | (5) Interest income and other | $ | $ | $ | ||||||||||
| Lau Kam Yan, Karen | (5) Interest income and other | |||||||||||||
| Tse Tim | (5) Interest income and other | |||||||||||||
| Wu Hin Lun | (5) Interest income and other | |||||||||||||
| Total | $ | $ | $ | |||||||||||
| Fong Wai Lok, Raymond | (6) Brokerage, clearing and exchange fees | $ | $ | $ | ||||||||||
| Tse Tim | (6) Brokerage, clearing and exchange fees | |||||||||||||
| $ | $ | $ | ||||||||||||
| (1) |
| (2) |
| (3) |
| (4) | The amounts for the years ended March 31, 2026 represented income from investment management services rendered. |
| (5) |
| (6) |
F-40
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
16. Related Party Transaction and Balance (Continued)
c. Balance with related parties
| As of March 31, | ||||||||||
| Name | Nature | 2026 | 2025 | |||||||
| Tse Tim | (1) Receivables from customers | $ | $ | |||||||
| Chan Sze Ho | (2) Payables to customers | $ | $ | |||||||
| Cheung Yuk Shan | (2) Payables to customers | |||||||||
| Fong Wai Lok, Raymond | (2) Payables to customers | |||||||||
| Lau Kam Yan, Karen | (2) Payables to customers | |||||||||
| Tse Tim | (2) Payables to customers | |||||||||
| Wu Hin Lun | (2) Payables to customers | |||||||||
| Zhu Jian Guo | (2) Payables to customers | |||||||||
| Zhu Yun | (2) Payables to customers | |||||||||
| Total | $ | $ | ||||||||
| Oriental Moon Tree Limited | (3) Amounts due to related parties | $ | $ | |||||||
| Shum Ngan, Sammy | (4) Amounts due to related parties | |||||||||
| Total | $ | $ | ||||||||
| I Win Growth SPC – Fund 2 SP | (5) Contract liabilities | $ | $ | |||||||
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
F-41
Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
17. Regulatory Requirements
The following table illustrates the minimum regulatory capital as established by HKSFC that the Company’s subsidiaries were required to maintain as of March 31, 2026 and 2025 and the actual amounts of capital maintained.
Capital requirements as of March 31, 2026
| Minimum Regulatory Capital Requirements | Capital Levels Maintained | Excess Net Capital | Percent of Requirement Maintained | |||||||||||||
| I Win Securities Limited | $ | $ | $ | % | ||||||||||||
| I Win Asset Management Limited(1) | % | |||||||||||||||
| Total | $ | $ | $ | % | ||||||||||||
Capital requirements as of March 31, 2025
| Minimum Regulatory Capital Requirements | Capital Levels Maintained | Excess Net Capital | Percent of Requirement Maintained | |||||||||||||
| I Win Securities Limited | $ | $ | $ | % | ||||||||||||
| I Win Asset Management Limited(1) | % | |||||||||||||||
| Total | $ | $ | $ | % | ||||||||||||
| (1) |
18. Commitments and Contingencies
Commitments
As of March 31, 2026 and 2025, the Group had neither significant financial nor capital commitment other than lease commitments as disclosed in Note 7.
Contingencies
As of March 31, 2026 and 2025, the Group was not a party to any material legal or administrative proceedings. From time to time, the Group is involved in various other legal and regulatory proceedings arising in the normal course of business. While the Group cannot predict the occurrence or outcome of these proceedings with certainty, it does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Group’s consolidated financial condition or cash flows; however, an unfavorable outcome could have a material adverse effect on the Group’s results of operations.
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Garden Stage Limited
Notes to Consolidated Financial Statements
For the Years Ended March 31, 2026, 2025 and 2024
19. Segment information
The Group uses the management approach to determine reportable operating segments.
Although the CODM reviews results analyzed by the type of services the Group provides, this analysis is only presented at the revenue level with no allocation of direct and indirect costs. The Group carries out all its business activities and operations in Hong Kong. All transactions are concluded and completed in Hong Kong with similar terms and conditions. Internally, the Group reports costs and expenses at a consolidated level for management decision-making and assessment. Additionally, while the Group has a planned business activities in the PRC, these activities have not commenced and are not reviewed by the CODM as a separate business unit for purposes of assessing performance or allocating resources. Consequently, these planned activities is not considered as a separate operating segment under ASC 280. Based on management’s assessment, the Group determines that it has only
Furthermore, as all of the Company’s revenue and all operations are carried out in Hong Kong with no material long-lived assets held outside Hong Kong, no separate geographical segment or entity-wide geographical disclosures are presented.
The CODM of the Group primarily utilizes the net income to monitor budget-to-actual performance and to assess the adequacy of capital resources for marketing and development.
For the Years Ended March 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefits (expenses) | ( | ) | ( | ) | ||||||||
| Net loss of single operating segment | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
20. Subsequent Events
The Group evaluates all events and transactions that occur after March 31, 2026 up through the date the Group issues the consolidated financial statements. Other than the event disclosed above and elsewhere in these consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Group’s consolidated financial statements.
F-43