mF International Ltd 20-F for FY2023
mF International Ltd (MFI)
About this 20-F
mF International Ltd filed this 20-F on May 15, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For
the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission
file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(+852) 3426-6200
(Address of principal executive offices)
Telephone:
Email:
At the address of the Company set forth above
(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 | ||
| The
|
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
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.
An aggregate of ordinary shares, no par value, were outstanding as of December 31, 2023.
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 every Interactive Data File required to be submitted 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 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.
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). ☐
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 by the International Accounting Standards Board ☐ |
Other ☐ |
| * | 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
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
TABLE OF CONTENTS
| i |
INTRODUCTION
In this annual report on Form 20-F, unless the context otherwise requires, references to:
| ● | “$,” “dollars,” “USD”, “US$” or “U.S. dollars” are to the legal currency of the United States. | |
| ● | “AUD” are to the legal currency of Australia; | |
| ● | “BVI Act” are to the BVI Business Companies Act, 2004 (as amended); | |
| ● | “BVI” are to the British Virgin Islands; | |
| ● | “CAD” are to the legal currency of Canada; | |
| ● | “CHF” are to the legal currency of Switzerland and Liechtenstein; | |
| ● | “China” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau, unless referencing specific laws and regulations adopted by the PRC. The same legal and operational risks associated with operations in China may also apply to operations in Hong Kong; | |
| ● | “Company,” “mF International,” “we”, “us”, or “our,” are to mF International Limited, a British Virgin Islands holding company, and to describing our consolidated financial information; | |
| ● | “EURO” are to the legal currency of 20 of the 27 member states of the European Union; | |
| ● | “GBP” are to the legal currency of the United Kingdom and nine of its associated territories; | |
| ● | “HK$”, “HKD” and “HK Dollar” are to the legal currency of Hong Kong; | |
| ● | “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this annual report only; | |
| ● | “mainland China” are to mainland China of the PRC, excluding Taiwan, the special administrative regions of Hong Kong and Macau for the purposes of this annual report only; | |
| ● | “Memorandum and Articles” are to the current memorandum and articles of association of mF International; | |
| ● | “mF” or “m-FINANCE” are to m-FINANCE Limited, a Hong Kong company incorporated on February 11, 2002 and a wholly-owned subsidiary of mF International; | |
| ● | “mFTT” are to m-FINANCE Trading Technologies Ltd., a Hong Kong company incorporated on March 21, 2013 and a wholly-owned subsidiary of mF International through m-FINANCE; | |
| ● | “NZD” are to the legal currency of New Zealand, the Cook Islands, Niue, the Ross Dependency, Tokelau, and a British territory, the Pitcairn Islands; | |
| ● | “Operating Subsidiaries” are to m-FINANCE, mFTT and OTX (as defined below), wholly-owned subsidiaries of mF International, unless otherwise specified; | |
| ● | “Ordinary Shares” are to the ordinary shares of mF International, with no par value; | |
| ● | “OTX” are to Omegatraders Systems Limited, a Hong Kong company incorporated on December 10, 2009 and a wholly-owned subsidiary of mF International through m-FINANCE; | |
| ● | “PRC government” are to the government of mainland China, for the purposes of this annual report only; | |
| ● | “PRC laws and regulations” or “PRC laws” are to the laws and regulations of mainland China; | |
| ● | “RMB” and “Renminbi” are to the legal currency of mainland China; | |
| ● | “SZ WFOE” are to m-FINANCE Software (Shenzhen) Limited, a mainland China company incorporated on March 27, 2014 and a wholly-owned subsidiary of m-FINANCE before de-registration; | |
| ● | “U.S. GAAP” refers to generally accepted accounting principles in the United States; and | |
| ● | “XAU” refers to internationally accepted code for spot gold traded on the foreign exchange market. |
We do not have any material operations of our own. We are a holding company with operations conducted in Hong Kong through the Operating Subsidiaries using Hong Kong dollars, the currency of Hong Kong. The Operating Subsidiaries reporting currency is in Hong Kong dollars. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Translations of amounts in the consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from HK$ into US$ as of and for the years ended December 31, 2023 and 2022 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HK$7.8109 and US$1 = HK$7.8015, respectively, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
| ii |
Part I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
Item 3. KEY INFORMATION
Our Corporate History
mF International is a BVI business company limited by shares and established under the laws of the British Virgin Islands on June 15, 2022. It is a holding company with no business operations of its own. mF International, through its wholly-owned subsidiaries m-FINANCE, mFTT and OTX, conducts business operations in Hong Kong. A reorganization of the legal structure of the Company (the “Reorganization”) was completed on August 22, 2022. Prior to the Reorganization, our main Hong Kong subsidiary, m-FINANCE, with its three subsidiaries mFTT, OTX and SZ WFOE, was ultimately controlled by Gaderway Investments Limited.
As part of the Reorganization, mF International was incorporated under the laws of the British Virgin Islands on June 15, 2022, and being interspersed between Gaderway Investments Limited and m-FINANCE. Consequently, mF International became the holding company of m-FINANCE, with its three subsidiaries on August 22, 2022. The Company and its subsidiaries resulting from Reorganization has always been under the common control of the same controlling shareholder, Gaderway Investments Limited, before and after the Reorganization. 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.
For the purpose of operating business in 2002, m-FINANCE was incorporated to provide financial trading solutions, including real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients in the region. After several years of operations, m-FINANCE had accumulated sufficient financial resources, and it established three wholly owned subsidiaries, OTX, mFTT and SZ WFOE in 2009, 2013 and 2014, respectively, for the purpose of increasing business efficiencies and diversification. In 2020, SZ WFOE applied for deregistration and the process of deregistration was completed in March 2023. As of the date of this annual report, we conduct our business operations in Hong Kong solely through our Operating Subsidiaries.
| 1 |
History of Share Issuances
The Company was established under the laws of the British Virgin Islands on June 15, 2022. The authorized number of Ordinary Shares was unlimited with no par value per share. On June 15, 2022, the Company issued 50,000 Ordinary Shares to Gaderway Investments Limited, for a consideration of US$0.01 per share.
On August 11, 2023, our previous sole shareholder, Gaderway Investments Limited, approved a share split of our outstanding Ordinary Shares at a ratio of 1:231.7, which became effective immediately, resulting in 11,585,000 Ordinary Shares issued and outstanding after the share split. All references to Ordinary Shares, options to purchase Ordinary Shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this annual report to reflect the split of our Ordinary Shares as if it had occurred at the beginning of the earlier period presented.
After the share split of our Ordinary Shares effective on August 11, 2023, in November 2023, Gaderway Investments Limited entered into instruments of transfer with five investors (collectively, the “Investors”), whereby Gaderway Investments Limited sold an aggregate of 2,317,000 Ordinary Shares to the Investors for the aggregate consideration of $5,792,500.
The following table sets forth the breakdown of the foregoing transactions among Gaderway Investments Limited and the Investors:
| Name of the Investors | Number of Ordinary Shares Sold/Purchased | Consideration | ||||||
| Cheung Hoi Hung | 440,000 | $ | 1,100,000 | |||||
| Zhang Mi | 222,000 | $ | 555,000 | |||||
| Poon Chung Lung | 546,000 | $ | 1,365,000 | |||||
| Chan Chu Hing | 569,000 | $ | 1,422,500 | |||||
| Lo Wing Sang | 540,000 | $ | 1,350,000 | |||||
On February 21, 2024, Lo Wing Sang, one of the Investors, entered into an instrument of transfer with Miu Man Cheung, whereby Lo Wing Sang sold the 540,000 Ordinary Shares he held to Miu Man Cheung for a consideration of $1,350,000.
On April 24, 2024, the Company completed its initial public offering (“IPO”) of 1,666,667 Ordinary Shares at a public offering price of $4.50 per share. The net proceeds raised from the IPO were approximately $5.7 million after deducting underwriting discounts and the offering expenses payable by the Company.
| 2 |
Our Corporate Structure
The following diagram illustrates our corporate structure as of the date of this annual report. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.
Notes:
| (1) | Gaderway Investments Limited, a company incorporated in the BVI on March 18, 2015 as a BVI business company limited by shares, is a holding company without business operations, which is owned as to approximately 61.54% by Mr. Tai Wai (Stephen) Lam and approximately 38.46% by Mr. Chi Weng Tam. | |
| (2) | m-FINANCE Software (Shenzhen) Limited was dormant and the deregistration process was completed in March 2023. |
For details of our principal shareholders’ ownership, please refer to the beneficial ownership table in the section captioned “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
Risks Associated with our Corporate Structure and being based in Hong Kong
mF International is not a Chinese or Hong Kong operating company, but is a holding company incorporated in the British Virgin Islands, or the BVI. mF International does not conduct any business operations. Our shareholders are only directly investing in the holding company, mF International, and may never hold equity interests in the operating subsidiaries of the Company. As a limited company with no material operations, all business operations are conducted by the Operating Subsidiaries in Hong Kong. This structure involves unique risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in mF International’s operations and/or a material change in the value of the securities of mF International, including that such event could cause the value of such securities to significantly decline or become worthless. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. For example, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting the Operating Subsidiaries in Hong Kong by the Hong Kong government could result in a material change in our operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money. See “— D. Risk Factors —Risks Related to Our Corporate Structure — Substantially all of the Operating Subsidiaries’ operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”
| 3 |
The Operating Subsidiaries conduct a substantial amount of their business operations in Hong Kong, with less than 10% of their total customers in mainland China. Accordingly, we do not expect that the PRC laws and regulations currently have any material impact on the business of our subsidiaries, financial condition and results of operations. However, in the event that we or the Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or the Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Currently, we remain subject to certain legal and operational risks associated with the Operating Subsidiaries being based in Hong Kong and having all of their operations to date in Hong Kong. Recently, the Chinese regulatory entities have imposed more control over the Hong Kong legal system. Additionally, the legal and operational risks associated with mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations 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 our Company or our subsidiaries in Hong Kong. These risks could result in material changes in the operations of the Operating Subsidiaries and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact the Operating Subsidiaries’ ability to conduct business, or our ability to accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such regulations. On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which became effective 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; and (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. As of the date of this annual report, as advised by Zhong Lun Law Firm, our PRC counsel, we are not subject to the filing procedures under the Trial Measures and there are no effective laws or regulations in the PRC explicitly require our Company or the Operating Subsidiaries in Hong Kong to seek approvals from the CSRC or any other PRC governmental authorities for our future overseas offering plans. Nevertheless, since these statements and regulatory actions are 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 impacts such modified or new laws and regulations will have on the business operations of the Operating Subsidiaries, our ability to accept foreign investments and the continued listing of our Ordinary Shares on a U.S. or other foreign exchanges. If it is later determined that we are required by the Trial Measures to submit to the CRSC and complete the filing procedures with respect to any offering and continued listing, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or continue to offer our securities. Moreover, if certain PRC laws and regulations were to become applicable to a company such as mF International or the Operating Subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business of our subsidiaries, our financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our securities, including the Ordinary Shares, to significantly decline or become worthless. See “— D. Risk Factors — Risks Related to Our Corporate Structure — Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of the Operating Subsidiaries and any changes in such laws and regulations and interpretations may impair their ability to operate profitably, which could result in a material negative impact on such operations and/or the value of the securities we are registering for sale.”, “— D. Risk Factors — Risks Related to Doing Business in Hong Kong — The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact the Operating Subsidiaries”, and “— D. Risk Factors — Risks Related to Doing Business in Hong Kong — The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.”
| 4 |
Furthermore, our Ordinary Shares may be prohibited from trading on a national exchange or in the over-the-counter trading market in the United States under the Holding Foreign Companies Accountable Act (the “HFCA Act”), as amended by the Accelerating Holding Foreign Companies Accountable Act (the “Accelerating HFCA Act”), if the Public Company Accounting Oversight Board (United States) (the “PCAOB”), determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2022. As a result, an exchange may determine to delist our securities. Additionally, our securities may be prohibited from trading if our auditor cannot be fully inspected as more stringent criteria have been imposed by the SEC and the PCAOB, recently. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which became effective on January 10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. For example, on December 16, 2021, the PCAOB issued a report on its determinations that it was 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. On August 26, 2022, the PCAOB signed a Statement of Protocol (SOP) Agreement with the CSRC and China’s Ministry of Finance (the “SOP Agreement”). The SOP Agreement established 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 Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, legislation titled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating HFCA Act, which reduces the number of consecutive non-inspection years required for foreign companies to comply with PCAOB audits under the HFCA Act from what was originally three years to two, thus reducing the time period before their securities may be prohibited from trading or delisted. Our auditor, prior to February 16, 2023, Friedman LLP , an independent registered public accounting firm that issued the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, was subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our former auditor, Friedman LLP, had been subject PCAOB inspections until it filed its application to withdraw from the PCAOB registration on December 30, 2022. Our new auditor as of the date of this annual report, Marcum Asia CPAs LLP (“Marcum Asia”) is headquartered in New York, the United States and has been inspected by the PCAOB on a regular basis. However, we cannot assure you that the NASDAQ Capital Market or other regulatory authorities would not apply additional or 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. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future. See “— D. Risk Factors — Risks Related to Our Ordinary Shares and the Trading Market — Our Ordinary Shares may be prohibited from being traded on a national exchange under the HFCA Act if the Public Company Accounting Oversight Board determines that it cannot inspect or fully investigate our auditors for two consecutive years beginning in 2022 and, as a result, an exchange may determine to delist our securities. The delisting of our Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment.”
| 5 |
As of the date of this annual report, Gaderway Investments Limited, our largest shareholder, owns more than a majority of the voting power of our outstanding Ordinary Shares. As a result, Gaderway Investments Limited has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” within the meaning of the NASDAQ listing rules. However, even if we are deemed to be a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the NASDAQ Listing Rules. For a more detailed discussion of the risk of the Company being a controlled company, see “— D. Risk Factors — Risks Related to Our Corporate Structure — Gaderway Investments Limited, our largest shareholder, owns more than a majority of the voting power of our outstanding Ordinary Shares. As a result, Gaderway Investments Limited has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.” on page 14 and “Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES — A. Directors and Senior Management — Controlled Company.”
Dividend Distributions, Cash Transfer, and Tax Consequences
mF International is permitted under the laws of British Virgin Islands to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. The Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to mF International, the holding company incorporated in the British Virgin Islands, through dividend distributions or payments without restrictions on the amount of the funds.
There are no restrictions or limitation on our ability to distribute earnings from our subsidiaries, including our subsidiaries in Hong Kong, to mF International and shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Business Companies Act, 2004 (as amended), or the BVI Act and our Memorandum and Articles of Association, or Memorandum and Articles, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend payment, the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. According to the Companies Ordinance of Hong Kong, a Hong Kong 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. Additionally, as of the date of this annual report, there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend payments. However, in the future, funds 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 or on our subsidiaries’ ability by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on the ability to conduct business of the Operating Subsidiaries and might materially decrease the value of our Ordinary Shares or cause them to be worthless. For a more detailed discussion of how the cash is transferred within our organization, see “— D. Risk Factors — Risks Related to the Corporate Structure — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have. In the future, funds 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 or the Operating Subsidiaries by the PRC government to transfer cash. Any limitation on the ability of our Operating Subsidiaries to make payments to us could have a material adverse effect on the Operating Subsidiaries’ ability and might materially decrease the value of our Ordinary Shares or cause them to be worthless.”
| 6 |
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. 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 HK$ into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors. The laws and regulations of the PRC do not currently have any material impact on the transfer of cash from mF International to the Operating Subsidiaries or from the Operating Subsidiaries to mF International, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from the Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we or the Operating Subsidiaries conduct business, could require us to change certain aspects of the business of the Operating Subsidiaries 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, the business of the Operating Subsidiaries, our financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering it worthless. For a more detailed discussion of this risk, see “— D. Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have. In the future, funds 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 or the Operating Subsidiaries by the PRC government to transfer cash. Any limitation on the ability of the Operating Subsidiaries to make payments to us could have a material adverse effect on our Operating Subsidiaries’ ability to conduct business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.”
On March 23, 2022, m-FINANCE declared an interim dividend of HK$0.863 per share (equivalent to US$0.111 per share), or HK$10,000,000 in aggregate (equivalent to US$1,281,805), to its shareholder, which was settled in cash on March 24, 2022. On June 30, 2022, m-FINANCE declared an interim dividend of HK$0.691 per share (equivalent to US$0.089 per share) or HK$8,000,000 (equivalent to US$1,025,444), to its shareholder, and the amount of the dividend payable was concurrently settled by netting off the outstanding amounts due from related parties. On August 15, 2022, m-FINANCE declared an interim dividend of HK$0.873 per share (equivalent to US$0.112 per share) or HK$10,114,311 in aggregate (equivalent to US$1,296,457), to its shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from the related parties. The amounts due from related parties were presented as a reduction of the shareholder’s equity pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. On March 27, 2023, the Company declared an interim dividend of HK$0.218 per share (equivalent to US$0.028 per share), or HK$2,528,413 in aggregate (equivalent to US$324,093), to its shareholder, which was settled in cash on the same day. On July 31, 2023, the Company declared an interim dividend of HK$0.242 per share (equivalent to US$0.031 per share), or HK$2,800,800 in aggregate (equivalent to US$359,008), to its shareholder, which was settled in cash on the same day.
The Company and its Operating Subsidiaries currently intend to retain all of their respective remaining funds and future earnings, if any, for the operation and expansion of the business and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
As of the date of this annual report, we do not plan to pay any further dividends out of our retained earnings in the foreseeable future.
| 7 |
Selected Consolidated Financial Schedule
The following selected consolidated statements of income and comprehensive income for the years ended December 31, 2023, 2022 and 2021 and selected consolidated balance sheets data as of December 31, 2023, 2022 and 2021 have been derived from our consolidated financial statements included elsewhere in this annual report.
Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of the results that may be expected in the future. The following summary consolidated financial data should be read in conjunction with “Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS — A. Operating Results” and our consolidated financial statements included elsewhere in this annual report.
As of and for the years ended December 31, 2021, 2022 and 2023
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Revenue | 32,212,970 | 34,931,827 | 31,961,177 | 4,091,869 | ||||||||||||
| Cost of revenue | 16,260,407 | 16,512,702 | 13,995,670 | 1,791,813 | ||||||||||||
| Gross profit | 15,952,563 | 18,419,125 | 17,965,507 | 2,300,056 | ||||||||||||
| Total operating expenses | 5,417,863 | 10,876,654 | 11,283,291 | 1,444,557 | ||||||||||||
| Income from operations | 10,534,700 | 7,542,471 | 6,682,216 | 855,499 | ||||||||||||
| Total other income (expense), net | 246,525 | (336,027 | ) | 94,974 | 12,158 | |||||||||||
| Income before income taxes | 10,781,225 | 7,206,444 | 6,777,190 | 867,657 | ||||||||||||
| Income tax expense | (431,630 | ) | (387,845 | ) | (148,309 | ) | (18,987 | ) | ||||||||
| Net income | 10,349,595 | 6,818,599 | 6,628,881 | 848,670 | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation adjustment | (14,168 | ) | 7,496 | 17,866 | 2,287 | |||||||||||
| Comprehensive income | 10,335,427 | 6,826,095 | 6,646,747 | 850,957 | ||||||||||||
| As of December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Current assets | 18,678,715 | 15,522,433 | 10,104,898 | 1,293,691 | ||||||||||||
| Non-current assets | 14,664,377 | 19,017,770 | 23,746,921 | 3,040,228 | ||||||||||||
| Total assets | 33,343,092 | 34,540,203 | 33,851,819 | 4,333,919 | ||||||||||||
| Current liabilities | 10,263,742 | 11,904,112 | 12,182,221 | 1,559,643 | ||||||||||||
| Non-current liabilities | 15,596,879 | 12,210,193 | 9,926,166 | 1,270,809 | ||||||||||||
| Total liabilities | 25,860,621 | 24,114,305 | 22,108,387 | 2,830,452 | ||||||||||||
| Total shareholders’ equity | 7,482,471 | 10,425,898 | 11,743,432 | 1,503,467 | ||||||||||||
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Related to Our Corporate Structure
We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have. In the future, funds 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 or the Operating Subsidiaries by the PRC government to transfer cash. Any limitation on the ability of the Operating Subsidiaries to make payments to us could have a material adverse effect on our Operating Subsidiaries’ ability to conduct business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.
We are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries for our cash and financing requirements, including for the provision of funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. If the Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
| 8 |
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. See “Item 4. Information on the Company — B. Business Overview — Regulations — Regulations related to Hong Kong taxation.” The PRC laws and regulations do not currently have any material impact on transfers of cash from mF International to Operating Subsidiaries or from Operating Subsidiaries to mF International, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from the Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we or the Operating Subsidiaries conduct business, could require us to change certain aspects of our Operating Subsidiaries’ 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, our financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.
Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to our current business operations and any changes in such laws and regulations and interpretations may impair our ability to operate profitably, which could result in a material negative impact on our operations and/or the value of the securities we are registering for sale.
Although we have direct ownership of the Operating Subsidiaries in Hong Kong, and currently do not have, nor intend to have, any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with the Operating Subsidiaries being based in Hong Kong and having all operations conducted in Hong Kong, as of the date of this annual report. However, the legal and operational risks associated with China may also apply to our Operating Subsidiaries’ operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cybersecurity and anti-monopoly concerns, would be applicable to our Company or our subsidiaries in Hong Kong. In the event that we or the Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or the Operating Subsidiaries might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in mF International’s operations and/or a material change in the value of the securities mF International is registering for sale, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our Operating Subsidiaries’ 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 Operating Subsidiaries’ 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 Operating Subsidiaries’ business.
The uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time could result in a material change in our operations and/or the value of the securities we are registering.
| 9 |
We may become subject to a variety of PRC laws and other obligations regarding M&A Rules and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our Operating Subsidiaries’ business, financial condition and results of operations.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on February 17, 2023 , the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023, requiring, among other things, that (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.
mF International is a holding company incorporated in the British Virgin Islands with three Operating Subsidiaries based in Hong Kong, and, as of the date of this annual report, we have no active subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or intent to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with our chief executive officer, chief financial officer and all members of the board of directors of mF International based in Hong Kong, not mainland China, and all of our revenues and profits are generated by the Operating Subsidiaries in Hong Kong. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations 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 national defense, foreign affairs and other matters that are not within the scope of autonomy). Therefore, as of the date of this annual report, the CSRC’s approval is not required for the listing and trading of our Ordinary Shares in the U.S. exchange as provided under the M&A Rules, and we would not be subject to filing requirements with the CSRC pursuant to the Trial Measures and supporting guidelines.
We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
| 10 |
In addition, on December 28, 2021, the Cyberspace Administration of China (the “CAC”), together with other administrative departments, jointly promulgated the Cybersecurity Review Measures which became effective on February 15, 2022, and repealed the Cybersecurity Review Measures promulgated on April 13, 2020. Such Measures require that, among other things, and in addition to any operator of critical information infrastructure, any network platform operators possessing personal information of more than one million users which seeks to list in a foreign stock exchange shall also be subject to cybersecurity review, and such Measures further elaborate on the factors to be considered when assessing the national security risks of the relevant activities. The publication and revision of the Cybersecurity Review Measures indicates greater oversight by the PRC regulatory authorities over data security, which may impact our Operating Subsidiaries’ business in the future. As of the date of this annual report, the Operating Subsidiaries currently have less than 10% of their total customers in mainland China. Additionally, the Operating Subsidiaries may collect and store certain data for customer registration purpose. As of the date of this annual report, we do not expect the Cybersecurity Review Measures to have an impact on the Operating Subsidiaries business or operations to subject us or the Operating Subsidiaries to permission requirements from the CAC or any other government agency that is required to approve our operations, as we do not believe that we will be deemed to be an “operator of critical information infrastructure” or a “network platform operator” possessing personal information of more than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) all operations are conducted by the Operating Subsidiaries which currently mostly serve clients outside mainland China; (ii) we do not have or intend to have, nor do we have or intend to establish, a VIE structure with any entity in mainland China and the Cybersecurity Review Measures remain unclear whether they shall be applied to a company like us; (iii) as of date of this annual report, we have neither collected nor stored any personal information of any mainland China individual or within mainland China, nor do we entrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China; (iv) as of the date of this annual report, we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations 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 national defense, foreign affairs and other matters that are not within the scope of autonomy). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “network platform operator” possessing personal information of more than one million users, or if other regulations promulgated in relation to the Cybersecurity Review Measures are deemed to apply to us, the business operations of the Operating Subsidiaries and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review or we and the Operating Subsidiaries might be covered by permission from the CAC or any other government agency that is required to approve our operations in the future. Nevertheless, since these statements and regulatory actions are 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 also remains highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may cause the value of our Ordinary Shares to significantly decline or become worthless.
On February 17, 2023, with the approval of the State Council, the CSRC released the Trial Measures and five supporting guidelines, which became effective 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. As advised by our PRC counsel, Zhong Lun Law Firm, since the Company is a company duly incorporated in the BVI, (i) with business operations conducted by the Operating Subsidiaries located in Hong Kong, and (ii) neither the Company nor the Operating Subsidiaries currently have any subsidiary in the PRC nor have they entered into any contractual arrangements to establish a variable interest entity structure with any entity in the PRC, the Company fails to meet the conditions under Article 15 of the Trial Measures and the supporting guidelines which constitute an indirect overseas listing in an overseas market that would otherwise subject the Company to the Trial Measures and supporting guidelines as of the date of this annual report. Therefore, as of the date of this annual report, no effective laws or regulations in the PRC explicitly require our Company or the Operating Subsidiaries in Hong Kong to seek approvals from the CSRC or any other PRC governmental authorities for our future overseas offering plans. If it is later determined that we are required by the Trial Measures to submit to the CRSC and complete the filing procedures of any offering and listing, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or continue to offer our securities.
As of the date of this annual report, we are advised by Hong Kong counsel, Bird & Bird, that we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors, save that our Ordinary Shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules promulgated thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong). Should there be any change in applicable laws, regulations, or interpretations, and we or any of the Operating Subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.
| 11 |
Based on our understanding of the PRC laws and regulations currently in effect, as of the date of this annual report, neither we nor the Operating Subsidiaries are subject to the M&A Rules, the Cybersecurity Review Measures, the Trial Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this annual report, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CAC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CAC as of the date of this annual report. Further, as of the date of this annual report, neither we nor the Operating Subsidiaries have ever applied for any such permission or approval, as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC. However, 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 are denied permission from mainland China or Hong Kong authorities, we will not be able to list our 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 Ordinary Shares significantly decline or be worthless.
Substantially all of our Operating Subsidiaries’ operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.
Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting the Operating Subsidiaries in Hong Kong by the Hong Kong government could result in a material change in our operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money.
If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
Recent statements, laws and regulations by the Chinese government, including the Cybersecurity Review Measures, the PRC Personal Information Protection Law, and the Trial Measures published by CSRC, effective on March 31, 2023, have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. It remains uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to the Operating Subsidiaries located in Hong Kong. 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 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.
| 12 |
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 are subject to lessened disclosure requirements. Such reduced disclosure may make our 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 Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our Ordinary Share price may be more volatile.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”.
As of the date of this annual report, we incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior the fiscal year ended on December 31, 2021 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. 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 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private 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 may be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We may invest in obtaining director and officer liability insurance. In addition, we may incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. 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.
| 13 |
Gaderway Investments Limited, our largest shareholder, owns more than a majority of the voting power of our outstanding Ordinary Shares. As a result, Gaderway Investments Limited has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.
As of the date of this annual report, our biggest shareholder, Gaderway Investments Limited, owns approximately 68.27% of the aggregate voting power of our outstanding Ordinary Shares. As a result, Gaderway Investments Limited has the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.
Under the NASDAQ listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:
| ● | the requirement that our director nominees must be selected or recommended solely by independent directors; and | |
| ● | the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
Although we do not intend to rely on the “controlled company” exemptions under the NASDAQ listing rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NASDAQ.
Risks Related to Doing Business in Hong Kong
It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of China, including Hong Kong.
Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.
Our principal business operations are conducted in Hong Kong. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. Additionally, our Hong Kong counsel, Bird & Bird, advised that the Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organisation of Securities Commissions Multilateral Memorandum of Understanding (“MMOU”), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (“SFO”) which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and section 378 of the SFO which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.
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You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this annual report based on Hong Kong laws.
Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our 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. Foreign judgments of United States courts will not be directly enforced in Hong Kong, as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the annual report, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, 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. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong.
The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Operating 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 offences — 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, the 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 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.” On March 16, 2021, the U.S. State Department submitted a report listing an additional 24 foreign persons determined to meet the HKAA criteria. This report is an update to the October 2020 and March 2021 reports, consistent with section 5(e) of the HKAA. 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. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If the Operating Subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, the business operations, our financial position and results of operations could be materially and adversely affected.
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The enforcement of laws and rules and regulations in China 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 operations and/or the value of the securities we are registering for sale.
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 own 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 own 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 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 the contractual rights of our Operating Subsidiaries. This could, in turn, materially and adversely affect business and operations of our Operating Subsidiaries. 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 preemption 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.
The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.
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 that capitalist system and way of life in Hong Kong shall remain unchanged for 50 years, and has given Hong Kong the freedom to function with a high degree of autonomy. Hong Kong is responsible for its own 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 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 the business and operations of our Operating Subsidiaries. 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 preemption of local regulations by national laws. These uncertainties could limit the legal protections available to our Operating Subsidiaries, including their ability to enforce agreements with our customers.
There are some political risks associated with conducting business in Hong Kong.
The operations of the Operating Subsidiaries are principally based in Hong Kong. Accordingly, the business operations of the Operating Subsidiaries and financial conditions will be affected by the political and legal developments in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this annual report, we derive all of our revenue from operations in Hong Kong and, specifically, from our Operating Subsidiaries. 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 the business operations of our Operating Subsidiaries. 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 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.
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The Hong Kong protests that began in 2019 are ongoing and were triggered by the introduction of the Fugitive Offenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal fugitives who are wanted in territories with which Hong Kong does not currently have extradition agreements, including mainland China. This led to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of mainland China, thereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy have been adversely affected as the protests turned increasingly violent. Most notably, the airline, retail, and real estate sectors have seen their sales decline.
Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize 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.
Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect the business operations of our Operating Subsidiaries. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on the business operations of our Operating Subsidiaries, which could in turn adversely and materially affect our business, our results of operations and financial condition. 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 Ordinary Shares could be adversely affected.
Risks Related to Business and Industry
The market in which the Operating Subsidiaries operate is competitive.
The financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies.
The market for financial trading solutions is still at its emerging stage, and we believe that it will continue to grow in the coming years. The prospect and potential of this market is expected to attract entry by companies with substantial capital and resources. Mergers and acquisitions of enterprises and consolidation of the industries may become a trend in the market. The environment in which our subsidiaries operate will likely become more competitive as a result. The competitors of our subsidiaries may offer similar financial trading solutions and services at prices lower than those of our subsidiaries. There is no guarantee that the projects undertaken and services provided by our subsidiaries in the future will allow our subsidiaries to maintain their present profit margins, and a competitive environment may adversely affect our profitability.
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The success of the Operating Subsidiaries is dependent on the financial and brokerage industry and its market participants. Any market consolidation may adversely affect our Operating Subsidiaries’ business development and financial performance.
The Operating Subsidiaries provide financial trading solutions primarily to market participants in the financial and brokerage industry. It is observed that the financial and brokerage industry is characterized by intensive competition. Intensive competition in the financial and brokerage industry will inevitably affect the profit margins of market participants and may consequently affect such participants’ willingness to invest in new technologies or to expand their current usage of existing technologies. This may adversely affect our business development. Traditional small to medium sized brokerage firms may face competition from larger brokers that have more capital, resources or experience. The possible emergence of consolidation of the global brokerage industry may lead to reduction in the number of the players in the industry. If the number of our potential and existing customers or their size of operations decrease, our existing business and future growth potential may be adversely affected.
The Operating Subsidiaries operate in dynamic industries, which make it difficult to evaluate the future prospects.
In general, the financial technology industry is dynamic. The industries in which we operate, including those providing and maintaining financial trading solutions, mobile and desktop trading applications and financial value-added services, are all highly dynamic and may not develop as expected. Our customers may not fully understand the value of our solutions and potential new customers may have difficulty distinguishing our solutions from those of our competitors. If we fail to convince our customers of the value of our solutions, the markets for our solutions do not continue to develop as we expect or we fail to address the needs of these dynamic, evolving industries, our Operating Subsidiaries’ business may be materially and adversely affected.
Our financial performance and business outlook are significantly affected by the volatility of the financial markets in which we and the Operating Subsidiaries have no control.
The target customers of the Operating Subsidiaries include financial brokers and institutions mainly located in Asia, whose demand for financial trading solutions is dependent upon their business operations and expansion needs, which, to a large extent, are dependent upon the performance of the global financial markets as a whole. The global financial markets are directly affected by, among others, the global and local political and economic environments.
Any sudden downturn in the global economic and political environments, which are beyond the control of our Operating Subsidiaries, may adversely affect the financial market sentiment in general. Severe fluctuation in market and economic sentiments may also result in a prolonged period of sluggish market activities, which would in turn have an adverse impact on the business and operating performance of our target customers, and hence, their demand for our financial trading solutions. As such, our revenue and the profitability of our Company and the Operating Subsidiaries may fluctuate and there is no assurance that we will be able to maintain our historical results in times of difficult or unstable economic conditions. Our historical profit levels should not be relied solely upon as an indication of our future financial performance.
Our trading in foreign currencies significantly affected by the volatility of the financial and currency market in which we and the Operating Subsidiaries have no control. Any sudden volatility in the financial and currency market in the future may adversely affect the performance of our trading in foreign currencies and lead to realized and unrealized loss.
For the years ended December 31, 2021, 2022 and 2023, we had realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value in the aggregate amounts of HK$676,445, HK$1,157,650 and HK$9,965 (US$1,276), respectively, from trading in foreign currencies, at fair value, with the intention to optimize a trading algorithm based on live market interactions. The change in fair value on financial assets at fair value was mainly due to the increased volatility of the financial and currency market in 2021, 2022 and 2023.
We plan to continue trading in foreign currencies in the future to further optimize our trading algorithm through live trading in the real foreign exchange market. Any sudden volatility in the financial and currency market, which are beyond the control of our Operating Subsidiaries, may adversely affect the performance of our trading in foreign currencies and lead to realized and unrealized loss.
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Unauthorized use of the Operating Subsidiaries’ intellectual property by third parties and expenses incurred in protecting their intellectual property rights may adversely affect their business, reputation and competitive edge.
We regard the Operating Subsidiaries’ intellectual property, including their domain names, as important to their success, and they rely on a combination of intellectual property laws, subscriptions and contractual arrangements with software providers to protect their proprietary rights.
The Operating Subsidiaries have filed various applications in Hong Kong and mainland China for protection of certain aspects of their intellectual property, including multiple trademarks. Nevertheless, we can provide no assurance that they will be able to have all applications registered. If the Operating Subsidiaries fail to register their trademarks, they may not be able to use such intellectual property without risk of infringement and, even if they can use them, they may have difficulty in enforcing such intellectual property rights against infringement by third parties, and this could have a material adverse impact on their business, financial conditions, and operating results.
Despite these measures, any of the Operating Subsidiaries’ intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently. Accordingly, the Operating Subsidiaries may not be able to effectively protect their intellectual property rights or to enforce their contractual rights in all jurisdictions.
Preventing any unauthorized use of the Operating Subsidiaries’ intellectual property is difficult and costly and the steps it takes may be inadequate to prevent the misappropriation of their intellectual property. In the event that they must resort to litigation to enforce their intellectual property rights, such litigation could result in substantial costs and a diversion of their managerial and financial resources. We can provide no assurance that the Operating Subsidiaries will prevail in any such litigation. In particular, m-FINANCE has nine trademarks registered in mainland China, but without having physical operations in mainland China, it may have limited ability to timely respond or enforce its intellectual property rights, in the event of any infringement in mainland China.
In addition, the Operating Subsidiaries’ trade secrets may be leaked or otherwise become available to, or be independently discovered by, their competitors. Any failure in protecting or enforcing their intellectual property rights could have a material adverse effect on their business, reputation and competitive edge.
Risks Related to Our Ordinary Shares and the Trading Market
Our Ordinary Shares may be prohibited from being traded on a national exchange under the HFCA Act if the PCAOB determines that it cannot inspect or fully investigate our auditors for two consecutive years, beginning in 2022, and, as a result, an exchange may determine to delist our securities. The delisting of our Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment.
The HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has 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 such company’s securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. 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 HFCA Act, including the listing and trading prohibition requirements described above.
On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. 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.
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On December 16, 2021, the PCAOB has issued its report notifying the SEC of its determination that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards on a regular basis. However, we cannot assure you that NASDAQ or other regulatory authorities would not apply additional or 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. On August 26, 2022, the PCAOB signed the SOP Agreement with the CSRC and China’s Ministry of Finance. The SOP Agreement established 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 Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.
On December 29, 2022, the Consolidated Appropriations Act, was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating HFCA Act, which reduces the number of consecutive non-inspection years required for foreign companies to comply with PCAOB audits under the HFCA Act from what was originally three years to two, thus reducing the time period before their securities may be prohibited from trading or delisted.
If, as a consequence, our Ordinary Shares are unable to be listed on another securities exchange, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares.
The recent joint statement by the SEC and proposed rule changes submitted by NASDAQ, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our business operations, share price and reputation.
U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of this negative attention has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.
On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. 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, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.
On May 21, 2021, NASDAQ filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on NASDAQ Capital Market, and only permit them to list on NASDAQ Global Select or NASDAQ Global Market in connection with a direct listing and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
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As a result of such scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our Operating Subsidiaries’ business operations will be severely affected and you could sustain a significant decline in the value of our Ordinary Share.
NASDAQ may apply additional and more stringent criteria for our continued listing because our insiders hold a large portion of our listed securities.
NASDAQ Listing Rule 5101 provides NASDAQ with broad discretionary authority over, among other things, the continued listing of securities on NASDAQ, and NASDAQ may use such discretion to apply additional or more stringent criteria for continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on NASDAQ inadvisable or unwarranted in the opinion of NASDAQ, even though the securities may meet all enumerated criteria for continued listing on NASDAQ. In addition, NASDAQ may use its discretion to deny continued listing or to apply additional and more stringent criteria including, but not limited to: where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit. Our IPO was relatively small. As of the date of this annual report, there is not more than 35% of the total issued capital in public hands, and the insiders of our Company hold a large portion of the Company’s listed securities. Therefore, we may be subject to the additional and more stringent criteria of NASDAQ for our continued listing.
We do not intend to pay further dividends in the foreseeable future.
We currently intend to retain all remaining funds and future earnings, if any, for the operations and expansion of the business of the Operating Subsidiaries and do not anticipate declaring or paying any further 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 will be subject to the restrictions contained in any future financing instruments.
If securities or industry analysts do not publish research or reports about our Operating Subsidiaries’ business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.
The trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or the Operating Subsidiaries business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.
The market price for our Ordinary Shares may be volatile.
The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; | |
| ● | actual or anticipated fluctuations in our quarterly operating results; | |
| ● | changes in financial estimates by securities research analysts; | |
| ● | negative publicity, studies or reports; |
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| ● | our capability to catch up with the technology innovations in the industry, and maintain such technological innovations, once attained; | |
| ● | announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| ● | additions or departures of key personnel; | |
| ● | fluctuations of exchange rates between Hong Kong dollar and the U.S. dollar; and | |
| ● | general economic or political conditions in Hong Kong, the PRC and greater Asia region. |
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Ordinary Shares.
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 British Virgin Islands law.
We are a company incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Memorandum and Articles, the BVI Act and the common law of the British Virgin 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 British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin 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 British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin 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 British Virgin Islands. In addition, the shareholders of British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Certain corporate governance practices in the British Virgin Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance. If we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “— D. Risk Factors — Risks Related to Our Ordinary Shares and the Trading Market — As a foreign private issuer, we are permitted to rely on exemptions from certain NASDAQ Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares.”
As a result of the foregoing, public shareholders may have more difficulties 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 foreign private issuer, we are permitted to rely on exemptions from certain NASDAQ Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares.
We are exempted from certain corporate governance requirements of the NASDAQ listing rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on NASDAQ. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:
| ● | have a majority of the governing board be independent (although all of the members of the audit committee must be independent under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act); |
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| ● | have a compensation committee or a nominating or corporate governance committee consisting entirely of independent directors; | |
| ● | have regularly scheduled executive sessions with only independent directors; or | |
| ● | have executive sessions of solely independent directors each year. |
We have complied with and intend to continue to comply with the above corporate governance requirements of the NASDAQ listing rules. However, we may consider following home country practice in lieu of the requirements under the NASDAQ listing rules with respect to certain corporate governance standards, by which, as a result, you may not be provided with the benefits of certain corporate governance requirements of NASDAQ.
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 are qualified as a foreign private issuer. As a foreign private issuer, we are 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 United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future.
If we cannot continue to satisfy the continued listing requirements and other rules of NASDAQ Capital Market, although we are exempt from certain corporate governance standards applicable to U.S. issuers as a Foreign Private Issuer, our Ordinary Shares may be delisted, which could negatively impact the price of our Ordinary Shares and the shareholders’ ability to sell them.
In order to maintain our listing on the NASDAQ Capital Market, we are required to comply with certain rules of the NASDAQ Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even though we have fulfilled 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 NASDAQ Capital Market criteria for maintaining our listing, our Ordinary Shares could be subject to delisting.
If the NASDAQ Capital Market delists our Ordinary Shares from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our Ordinary Shares; | |
| ● | reduced liquidity with respect to our Ordinary Shares; | |
| ● | a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share; | |
| ● | 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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Because our Operating Subsidiaries’ business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.
Substantially all of our Operating Subsidiaries’ business is conducted in Hong Kong (with less than 10% of their total customers clients in mainland China), our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition.
Volatility in our Ordinary Shares price may subject us to securities litigation.
The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
We have broad discretion in the use of the net proceeds from the IPO and may not use them effectively.
Our management has broad discretion in the application of the net proceeds, including for any of the purposes described in “Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS — Use of Proceeds,” and our shareholders do not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from the IPO, their ultimate use may vary substantially from their currently intended use. The failure of our management to apply these funds effectively could harm the business of our Operating Subsidiaries.
There can be no assurance that we will not be deemed a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares.
A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on our current and expected income and assets, we do not presently 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 fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Ordinary Shares. 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 our IPO. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements. For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—PFIC.”
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Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Ordinary Share.
To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to the closing of our IPO in April 2024, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of December 31, 2021, 2022 and 2023, we and our independent registered public accounting firms identified certain material weaknesses in our internal control over financial reporting PCAOB of the United States. 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 annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and (3) inadequate segregation of duties for certain key functions due to limited staff and resources.
Our management has implemented and is currently taking the steps necessary to remediate the underlying causes of these material weaknesses, including (i) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; ii) established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (see “Item 6- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES for details”; iii) actively hiring more qualified staff to fill up the key roles in the operations; and iv) setting up a financial and system control framework with formal documentation of polices and controls in place. 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.
We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before the IPO, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm the business of the Operating Subsidiaries and the trading price of our Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing.
Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our Ordinary Share price may decline and we may be unable to maintain compliance with the NASDAQ Listing Rules.
The price of our Ordinary Shares could be subject to rapid and substantial volatility, and such volatility may make it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those 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 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 and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
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In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our 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 Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of Ordinary Shares and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
For the history and development of the Company, please refer to “Item 3. Key Information—Our Corporate History.” On April 22, 2024, our Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “MFI.” On April 24, 2024, we closed our initial public offering. We raised $7.5 million in gross proceeds from our initial public offering, before deducting underwriting discounts and other related expenses.
Corporate Information
Our principal executive offices are located at Unit 1801, Fortis Tower, 77-79 Gloucester Road, Wan Chai, Hong Kong, and our telephone number is (+852) 3426-6200. Our registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, BVI. We maintain a website at https://www.m-finance.com. The information contained on our website is not a part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.
The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.
For information regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Capital Expenditures.”
B. Business Overview
Overview
We are a holding company incorporated in the British Virgin Islands, and all of our operations are carried out by three Operating Subsidiaries in Hong Kong. Our principal Hong Kong subsidiary, m-FINANCE, established in 2002, is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions. m-FINANCE has approximately 20 years of experience in providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients via internet or platform as software as a service. m-FINANCE has provided a wide range of top-notch services, including mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Applications and other value-added services.
m-FINANCE has been committed to providing an advanced trading platform and innovative one-stop trading solution that fits for the Asian market, with clients located over mainland China, Hong Kong and Southeast Asia. m-FINANCE’s customers are mainly financial institutions, including brokers, investment banks, institutional clients and financial services providers. As of the date of this annual report, m-FINANCE’s trading platform is handling a monthly average transaction value of over US$100 billion.
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Revenues are primarily generated from the operations of the Operating Subsidiaries providing trading platform solutions and financial value-added services via internet or platform as software as a service. For the years ended December 31, 2021, 2022 and 2023, our total revenue was approximately HK$32,212,970, HK$34,931,827 and HK$31,961,177 (US$4,091,869), respectively. Our gross profit and net income were HK$15,952,563 and HK$10,349,595, respectively, for the year ended December 31, 2021. Our gross profit and net income were HK$18,419,125 and HK$6,818,599, respectively, for the year ended December 31, 2022. Our gross profit and net income were HK$17,965,507 (US$2,300,056) and HK$6,628,881 (US$848,670), respectively, for the year ended December 31, 2023.
Business Strategy
Unique I-A-D-T philosophy
m-FINANCE’s business strategy originates from its experienced management team and unique company philosophy, I-A-D-T, which is designed to support trading with a rational and systematic process:
| ● | (I)nformation: Gathering raw market information, including market indicators, price and publicly available news. | |
| ● | (A)nalysis: Analyzing the collected information aims to identify the latest market trends and potential movements. | |
| ● | (D)ecision: Formulating trading strategies and make investment decision based on risk appetite and market situation. | |
| ● | (T)ransaction: Executing the transactions through a stable, efficient and secure trading platform. |
I-A-D-T defines the framework of m-FINANCE’s services and m-FINANCE is committed to integrating this company philosophy into the design of financial trading solutions. In the past two decades, m-FINANCE has implemented solutions designed to assist its customers in building profitable businesses and benefitting from effective return-on-investment.
Continuing to commit in R&D to enhance existing m-FINANCE trading platform and financial value-added services for capturing world-wide demand for our trading solutions
Enhancing and upgrading financial trading solutions
As the financial technology industry is a fast-evolving industry, we believe that it is essential for m-FINANCE to keep pace with the technological advancement and equip ourselves with the latest and/or prevailing technologies to formulate new projects and ideas.
In addition, our management expects that industry competition will continue to intensify in the near future. Financial technology is taking an increasingly important role in trading process, from pre-trade risk management to clearing and settlement, which creates opportunities and challenges to the market players. It is observed by the management that the market participants are actively exploring ways to perform system upgrades and service enhancements. In particular, algo-trading, big data and artificial intelligence applications are increasingly integrated in the areas of trading. As part of our core strategies, the Operating Subsidiaries will endeavor to continuously update current functions and may, in the future, seek to launch new functions.
Business development activities to support regional expansion
As of the date of this annual report, we have had an established client base in Hong Kong, and some clients in other regions. In the future, we intend to increase business presence of our Operating Subsidiaries, concentrating on regional expansion by reinforcing the existing client base and developing operations in other regions by establishing new branches in other cities, as needed.
Expansion of client basis
m-FINANCE is dedicated to providing holistic solutions aligned to customer needs. Consumers expect seamless, hyper-personalized digital services tailored to their unique situations. We expect to continuously help m-FINANCE grow its client base with increased customer-focused, which will require understanding what customers need, the experiences they covet and the heightened importance of financial well-being. m-FINANCE plans to refine its strategies and services by designing and delivering customer experiences to increase trust and loyalty, creating seamless interactions with the clients and providing flexible solutions that easily respond to shifting customer needs and aspirations.
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Establishment of a proprietary trading platform for Algo-traders
Our management expects that algorithmic trading will become more and more common. Algo trading is the use of algorithms or rules to make purchasing and sales decisions on the investor’s behalf, based on a set of instructions defining price, quantity, timing, or any mathematical model. It allows retail traders to get access to trading algorithm designed by worldwide strategists and hedge funds. Additionally, this type of trading maximizes returns by arbitraging the advantages of enormous amounts of data, tiny processing delays, huge throughput capacity, dynamically balanced portfolios, and intelligent predictive analytics.
In light of the above, m-FINANCE intends to incorporate prevailing technologies to build a new platform business which will invite, qualify and recruit algorithmic traders to participate in its proprietary trading platform. We envision that this proprietary trading platform may lead to improvement of clients’ trading life cycle, stickiness and may facilitate higher trading volume.
Retaining, attracting and motivating high caliber and experienced staff
We believe that human resources are of paramount importance to the business operations of the Operating Subsidiaries and our success depends on the ability to hire new talents for the Operating Subsidiaries to deliver new features to the financial trading solutions they provide and retain core employees to maintain our competitiveness. Additionally, we plan to recruit more sales and marketing personnel to broaden our international market and client base. Further, for the purpose of regulatory compliance with the SEC and NASDAQ, we also plan to hire additional in-house counsel and compliance officers. We also encourage potential staff to study and apply for relevant professional qualifications through allowances and on-going training. We will also continue to maintain a people-oriented management culture and working environment that promote employees’ personal and professional development. We have instituted a pilot 4.5-day work week every other week, to adapt to the new normal conventions in the workplace since July 2022, and we are a pioneer company in Hong Kong to carry out this working scheme. We hope the measures will improve employee wellness so that employees will be better motivated at work and perform more efficiently, creating a mutually beneficial situation.
Expansion in sales and marketing
We also plan to promote our Operating Subsidiaries’ market presence by investing more in sales and marketing in the international market, including online advertisement, promotion, digital marketing, and exhibition.
Competitive Strengths
We believe a combination of the following competitive strengths contribute to our Operating Subsidiaries’ continued success and potential for growth:
Experienced management team fully understands the market situation and technology
We have a highly committed and professional senior management team with strong credentials and extensive experience in the financial technology industry. Our experienced management team is led by Chief Executive Officer, Chi Weng Tam, and Managing Director, Tai Wai (Stephen) Lam. Both individuals have strong business connections and knowledge in the IT and finance sectors, and had proven track records in taking business to the next level. The Managing Director, CEO and senior management team are adaptable to challenges and changing economic environment. During the course of business, our management’s vision and entrepreneurial spirit, an integral part to building brand and developing business of our Operating Subsidiaries, have played a crucial role in shaping m-FINANCE’s industry recognition, market reputation and business success. m-FINANCE’s management also possesses extensive technical know-how and domain knowledge to respond to changing trends in the industry, which we expect will aid in formulating and implementing business strategies in the financial technology industry. See “Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES — A. Directors and Senior Management” for further details of the management’s biographies.
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The extensive experience and market foresight of the management team, supported by a team of high-caliber solution analysts and application developers, we believe will be able to help m-FINANCE capitalize on the industry expertise, adapt to the changes in market conditions, and formulate and execute business strategies effectively.
Unique comprehensive one-stop offering covering needs of traders, dealers and financial institutions.
In order to strengthen m-FINANCE’s position as a financial trading solution provider, it endeavors in innovating new financial trading solutions and enhancing its existing financial trading solutions, to respond to the changing needs and requirements of customers, serving various sophisticated market players in the financial industry, such as traders, brokers and dealers. As of the date of this annual report, m-FINANCE offers a comprehensive range of financial trading solutions covering the trade life cycle, such as providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information.
24/7 round-the-clock support services specialized in mission critical application support and support provision
m-FINANCE has a dedicated service team with knowledgeable and well-trained personnel, providing premium customer services on any technical issues promptly regarding the platforms and applications developed by m-FINANCE. Clients have access to 24/7 online customer support services via messaging applications such as WhatsApp, Skype, Tencent QQ, WeChat, emails and phone in Mandarin Chinese, Cantonese Chinese and English.
Key Services
m-FINANCE Trading Platform
Our flagship platform is a turnkey trading solution being built to fulfill brokers’ business needs. This platform includes the following major components:
Front, Middle and Back Office
m-FINANCE’s award-winning platform (“The Most Outstanding Foreign Exchange Precious Metals Trading Platform of the Year in Greater China” in 2022, awarded by Hong Kong’s Most Outstanding Business Awards 2022) suite covers all major features and functions required to operate an online trading platform business. Our Front, Middle and Back Office modules allow traders, introducing brokers and account managers, dealers, settlement and credit officers to easily monitor and execute trades, perform risk management and account openings, and operate the trading business in a secured and stable environment.
m-FINANCE’s trader terminal comes in .NET, Java, iOS, Android and HTML5 versions, providing the greatest flexibility for traders to manage their positions and place orders anytime, anywhere.
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In order to address the various needs of clients, the platform is designed to be highly configurable to address specific business requirements without being required to redeploy or rebuild the applications. This is very crucial to serve the 24-hour non-stop over-the-counter market.
Pricing Engine
The “Price Engine” is the heart of a trading platform, which links up with market data feeds and then distributes to all connected applications in a timely and efficient manner. Due to the special nature of the over-the-counter market, there are chances of error quotes from market data and discrepancies of price quotes from different sources. However, m-FINANCE’s pre-built data feed management functionalities allow dealers to define filtering rules and specific templates to cope with various market conditions in real-time.
Customer Relationship Management (CRM)
m-FINANCE’s CRM system refers to a Customer Relationship Management system developed exclusively for facilitating forex/bullion brokerage companies to manage all the Introducing Brokers (IBs) and clients efficiently. It assists to streamline and standardize the operation processes with a view to reducing costs, improving efficiency and increasing customer retention. The cloud-based CRM system integrates with the m-FINANCE trading platform as well as MT4/MT5 trading platforms from Metaquotes Ltd. It has a full-fledged affiliate system with multi-tier rebate capabilities which allow brokers to grow their brokerage business rapidly. By introducing new functions to cater different business models, the mF CRM system can help brokers manage their entire business effectively whilst reducing trading risk.
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Liquidity solutions
m-FINANCE provides liquidity services to customers for the use of the fully automatic hedging solution and sending their clients’ orders directly to the liquidity providers such as institutional brokers, market makers, exchanges and prime of prime brokers. m-FINANCE’s solution supports Financial Information Exchange (FIX), which is the de-facto standard for international real-time exchange of transactions among financial institutions. The trading platform provide brokers/dealers with automatic hedging services by sending clients’ orders directly to FIX-compliant international banks, exchanges, institutional brokers or electronic communication network (ECN) platforms. Through assessing the specific demands of brokers/dealers, m-FINANCE may provide various hedging solutions, allowing them to define criteria of switching between A-Book and B-Book business models. When brokers use the A-Book business model, all of their clients’ orders are transmitted directly to the connected liquidity providers. When brokers operate as market makers, it is referred to as the B-Book model, orders are then processed in-house by the brokers. The easy switch between these two models allows the brokers to control their investment risks and maximize their profits.
White label services
m-FINANCE provides white label services to customers by allowing them to add additional labels or brands to the trading platform services. Thess provide customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost.
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Social and copy trading (“CopyMaster”)
Copy trading is gaining popularity because it provides users with the opportunity to follow the trading portfolio of successful traders’ transactions such as buy/sell events and profit & loss summary. With the convenience of using smart phones, users are demanding tools or apps with copy trading function to assist them in making trading decision anywhere and anytime. Users may define their preferred trade copying rules based on their own risk appetite, which enable them to automatically copy trading actions of other traders. By combining copy trading with social media elements, such as comment and share functions, into m-FINANCE’s self-developed mobile application, CopyMaster, traders, analysts, guru, introducing brokers can interact, share knowledge and strategies, and engage in the forex and bullion markets with ease. This application, available in iOS and Android versions, is also equipped with several built-in interactive utilities, including traders’ ranking, market sentiment analysis, virtual points, group chats, messaging and alerts, as well as live broadcasts.
Cross-platform “Broker+” solution
The Cross-platform “Broker+” solution scales up brokers’ business by providing them with flexibility to operate as a liquidity provider. In combination with m-FINANCE’s trading platform, brokers can accept orders from other brokers who are using MT4 software developed by Metaquotes Ltd. directly via STP, in order to expand their trading volume. “Broker+” solution allows configuration of multiple modules with independent price quote setting for different brokers. More importantly, brokers utilizing the m-FINANCE trading platform can have full flexibility to hedge specific orders from other brokers by switching between A-Book and B-Book modes conveniently.
Other Financial Value-added services (FVAS)
Aligning with its one-stop trading solutions strategy, m-FINANCE is also providing several financial value-added services to its clients, such as interactive charts, professional trading analysis & strategies, economic calendar, instant financial news, real-time quotes, online payment gateway, mobile customer relationship management System (mCRM) and website development. All these services can be tailored to assist clients to establish, promote and strengthen their online trading business and services. For example, the mCRM service is already connected with multiple SMS gateways for delivery of short messages to world-wide users. It thus enables automatic delivery of important information (such as cut loss, deposit/withdraw, reset password) or promotional messages to traders’ mobile phones, significantly reducing the workload of back office staff and providing a good means of marketing. Riding on m-FINANCE’s I-A-D-T philosophy, real-time quotes and market analysis being the “I” and “A” components, the optional subscription services have been the seamlessly integrated parts of the trading platform, distributing traders with timely market knowledge.
Revenue Model
Our revenue model is subject to the type of services provision to clients, which include:
| Fee Type | Trading Platform | CRM | Liquidity Solutions | CopyMaster | Broker+ | FVAS | |||||||
| 1 | Initial set up, installation and customization services (Note 1) | Y | Y | Y | Y | Y | Y | ||||||
| 2 | Subscriptions (Note 2) | Y | Y | Y | Y | ||||||||
| 3 | Hosting, support and maintenance services (Note 2) | Y | Y | Y | Y | Y | O | ||||||
| 4 | White label services (Note 2) | O | |||||||||||
| 5 | Liquidity services income (Note 3) | Y | |||||||||||
| 6 | Quotes/news/package subscription services (Note 2) | O | Y |
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| Remarks: | |
| O = Optional fee | |
| Notes: | |
| 1. We charged a one-time service fee for the services provided. | |
| 2. We charged a monthly fee for the services provided. | |
| 3. We charged a transaction fee based on the trading volume or lot size. |
Prepayment of recurrent fees is required in most cases, either on quarter or annual basis. The packaged platform deployment cycle is around two weeks to one-month, subject to user acceptance testing duration to be performed by clients. All customization work will have fixed priced quotation issued for the client to confirm an order. Clients are required to settle all one-time fees within the specified timeframe per contractual term before production launch of services. We generally grant credit-terms of 30 days to the clients. Nevertheless, at times, clients may require additional time to pay us or fail to pay us at all, management will then decide on whether to continue on service provisioning based on the specific client situation. These exceptional cases may add up the overall collection exposure, increase the amounts of accounts receivable and consequently lead to additional allowance for bad and doubtful debt accounts.
Revenue
The following table sets forth the breakdown of our revenue for the years ended December 31, 2023, 2022 and 2021:
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Initial set up, installation and customization services | 8,147,473 | 7,140,076 | 8,973,079 | 1,148,789 | ||||||||||||
| Subscriptions | 12,124,676 | 11,414,976 | 11,445,019 | 1,465,263 | ||||||||||||
| Hosting, support and maintenance services | 3,304,830 | 4,186,369 | 4,338,184 | 555,401 | ||||||||||||
| Liquidity services | 3,220,992 | 6,699,586 | 2,626,516 | 336,263 | ||||||||||||
| White label services | 1,860,221 | 1,889,188 | 2,122,198 | 271,697 | ||||||||||||
| Quotes/news/package subscription services | 3,554,778 | 3,601,632 | 2,456,181 | 314,456 | ||||||||||||
| Total revenue | 32,212,970 | 34,931,827 | 31,961,177 | 4,091,869 | ||||||||||||
Clients
Clients of the Operating Subsidiaries are mainly financial institutions, including brokers, investment banks, institutional clients, liquidity providers and financial services providers. The Operating Subsidiaries recruit new clients via existing client referrals, personal networking, online advertisement, promotion, digital marketing, and exhibition. As of the date of this annual report, the Operating Subsidiaries do not offer any incentive for client referrals. For the years ended December 31, 2021, 2022 and 2023, we had 64, 60 and 54, respectively.
We did not have any key clients on which we depended during the years ended December 31, 2021, 2022 and 2023. Since the revenue generated by each client depends on the type and amounts of services consumed, it is possible for any client or potential client to become a top five client for a fiscal year. The following two facts further indicate that there is no key client on which we were dependent during the years ended December 31, 2021, 2022 and 2023: (i) the total revenue generated by the top five clients represents less than 40% of the revenue of the Operating Subsidiaries for the years ended December 31, 2021, 2022 and 2023; and (ii) the top five clients were not exactly the same for the years ended December 31, 2021, 2022 and 2023.
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Salient Terms of Service Agreements
Scope of services
The Operating Subsidiaries generally enter into written service agreements with clients that set out the scope of services to be provided, and will include the provision of one or more of our development and financial trading solutions services, subject to the request of the customers.
Term
During the years ended December 31, 2021, 2022 and 2023, the service agreements entered were generally for a period of 1 year.
Service fees and payment terms
The service agreements of the Operating Subsidiaries specify the terms of the service fees, including the payment schedule or a provision that payment is required to be made upon the presentation of the invoice.
Termination
The service agreements generally grant both counterparties the right to terminate the contracts by providing written notice to the other party within the specified timeframe.
Top Five Clients
For the year ended December 31, 2021, our five largest customers accounted for 10.5%, 7.9%, 7.1%, 5.9% and 4.8%, respectively, of our total revenues.
For the year ended December 31, 2022, our five largest customers accounted for 18.0%, 6.1%, 5.0%, 4.3% and 4.2%, respectively, of our total revenues.
For the year ended December 31, 2023, our five largest customers accounted for 6.7%, 5.5%, 5.2%, 4.7% and 4.5%, respectively, of our total revenues.
None of our directors, their close associates, or any shareholders who owned more than 5% of the issued shares of our Company, as of the date of this annual report, had any interest in any of the five largest clients of Operating Subsidiaries during the years ended December 31, 2021, 2022 and 2023. As of the date of this annual report, we are not aware of any of the major clients having experienced material financial difficulties that may materially affect our or the Operating Subsidiaries’ business.
Service Providers
During the years of December 31, 2021, 2022 and 2023, the suppliers were all IT service providers. Our top five suppliers during the years ended December 31, 2021, 2022 and 2023 did not grant credit terms to us and payments made to them were generally made by check and settled in HK$.
For the year ended December 31, 2021, our five largest service providers accounted for 7.2%, 5.4%, 2.8%, 1.8% and 1.6%, respectively, of our total cost of revenue.
For the year ended December 31, 2022, our five largest service providers accounted for 5.2%, 4.0%, 2.8%, 1.7% and 1.0%, respectively, of our total cost of revenue.
For the year ended December 31, 2023, our five largest service providers accounted for 6.6%, 3.3%, 2.0%, 1.5% and 1.3%, respectively, of our total cost of revenue.
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Our directors, Tai Wai (Stephen) Lam and Chi Weng Tam, who are also the shareholders who owned more than 5% of the number of issued Ordinary Shares of our Company as of the date of this annual report, own 100% equity interests in one of the service providers, PrimeTime Global Technologies Limited through Gaderway Investments Limited. Other than as disclosed above, none of our directors, their close associates, nor any shareholders who owned more than 5% of the issued shares of our Company, as of the date of this annual report, had any interest in any of the five largest service providers during the years ended on December 31, 2021, 2022 and 2023. As of the date of this annual report, neither we nor the Operating Subsidiaries had any significant disputes with any of other service providers for the years ended December 31, 2021, 2022 and 2023.
Risk Management
Our management is of the view that during the ordinary course of the business, the Operating Subsidiaries are primarily exposed to risks related to information technology security. On the managerial level, our executive directors are responsible for the control measures and supervision of operations in all aspects. The following sets out the risks and mitigating control measures taken by our Operating Subsidiaries.
Data Availability
The Operating Subsidiaries are using database clustering and redundancy to prevent the risk of any data loss.
Data Privacy
We and the Operating Subsidiaries value our and the clients’ data privacy. Sensitive data is only accessible to approved parties of the customers through the services provided by our Operating Subsidiaries. All access to production systems are logged, and every logging party only has limited access time to the systems.
Firewalls
The Operating Subsidiaries employ redundant firewalls for monitoring and filtering network traffic.
Encryption
The Operating Subsidiaries deployed a separate encryption key for each client on the trading platform deployed when the clients are sending and receiving transaction data.
Alert System
The Operating Subsidiaries also developed an alert system to notify support personnel upon various abnormal system events.
Inventory
As of the date of this annual report, the Operating Subsidiaries do not keep any inventory.
Competition
We believe the financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies. We believe the financial technology industry in Hong Kong and Asia is competitive and fragmented. With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies.
With the successful project delivery and sound reputation, some international financial trading solutions providers have applied their proven expertise in the industry, while the local financial trading solutions providers leverage the established relationship with customers. Strong local partnership allows efficient access to local networks and information, which our management believes is a key advantage to our Operating Subsidiaries.
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Material Licenses, Certificates and Approvals
All of our active Operating Subsidiaries were formed and are operating in Hong Kong, and they have received all required permissions from Hong Kong authorities to operate their current business in Hong Kong, namely, their business registration certificates.
Properties
Real Property
As of the date of this annual report, neither we nor the Operating Subsidiaries own any real property. Our operating subsidiary, m-FINANCE, has entered into three lease agreements with two independent third parties, the details of which are set out below.
| Address | Gross Floor Area | Use of the Property | Lease Term | |||
| Unit 1801, Fortis Tower, 77-79 Gloucester Road, Wan Chai, Hong Kong | 3750 (sq./ft) | Office | From January 31, 2022 to January 30, 2024
From January 31, 2024 to January 30, 2026 (Renewed) | |||
| Carparking Space No. 33 on 2/Floor, Fortis Tower, NOS. 77, 78-79 Gloucester Road, Hong Kong | N/A | Parking Lot | From January 31, 2022 to January 30, 2023
From January 31, 2023 to January 30, 2024
From January 31, 2024 to January 30, 2025 (Renewed) | |||
| Carparking Space No. 62 on 3/Floor, Fortis Tower, NOS. 77, 78-79 Gloucester Road, Hong Kong | N/A | Parking Lot | From January 31, 2022 to January 30, 2024
No longer renewed after expiration | |||
| Carparking Space No. 74 on 3/Floor, Fortis Tower, NOS. 77, 78-79 Gloucester Road, Hong Kong | N/A | Parking Lot | From January 31, 2024 to January 30, 2025 |
Intellectual Properties
Domain Name
We are the registrants of the following domain names: goldtradingsignal.com, mfintrader.com, tradingguard.net, tradingsky.net, omegatraders.com, fx24k.com, m-finance.net, m-finance.com, m-finance.hk, mfcloud.net, mmaster.com. algotraders.finance, tradingengine.net. As of the date of this annual report, all of the domains remain active and the Company may renew such registrations for further periods, and expects to do so for the foregoing domain names at appropriate times.
Trademark
As of the date of this annual report, the Operating Subsidiaries maintained 7 trademark registrations in Hong Kong and 9 trademark registrations in mainland China through m-FINANCE regarding its business name and brand names. Registered trademarks in Hong Kong and mainland China are valid for a period of 10 years beginning on the date of registration. The Company may renew successfully for further periods of 10 years at the end of the current period, and, as of the date of this annual report, expects to do so for the foregoing trademarks at appropriate times. Our directors consider that the business and profitability of our Company and the Operating Subsidiaries are not dependent on any patent, license or new manufacturing process.
Seasonality
Our Operating Subsidiaries’ operations do not typically experience any seasonality.
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Employees
As of the date of this annual report, there are 33 employees in our Company, including the Operating Subsidiaries. As of December 31, 2023 and 2022, we had 32 and 28 employees, respectively. All of the employees are stationed in Hong Kong. The following table sets forth a breakdown of the number of our employees by job functions as of the date of this annual report:
| Job Functions | Number of Employees | |||
| Management | 2 | |||
| Business Analyst/Quality Assurance | 7 | |||
| Design | 1 | |||
| Finance | 1 | |||
| Finance and Administration | 1 | |||
| Office Administration | 1 | |||
| Project Management | 2 | |||
| Sales and Marketing | 1 | |||
| Software Development | 11 | |||
| Technical Support | 6 | |||
| Total | 33 | |||
For the years ended December 31, 2021, 2022 and 2023, there was no strike or labor dispute with the staff and we believe the relationships with the employees and work environment are generally positive. We and the Operating Subsidiaries regularly assess the job performance of our staff and we believe that our remuneration policy helps us attract and retain our staff. We determine our employees’ remuneration based on a number of factors, including their duties, position, experience, qualifications and contributions to our Operating Subsidiaries. During the years ended on December 31, 2021, 2022 and 2023, the staff costs of the employees, including salaries, contributions to Mandatory Provident Fund Scheme Ordinance (the “MPFSO”, a retirement scheme in Hong Kong where employers are required to contribute certain amount of employee’s monthly income to the fund) and other benefits were approximately HK$15,270,802, HK$16,332,699 and HK$16,509,766 (US$2,113,683), respectively.
Data Privacy
In the course of the business operation through our Operating Subsidiaries, they may collect personal data from our customers in connection with the business operations and this information may be subject to data privacy laws in the jurisdiction of Hong Kong. According to the relevant law in relation to data privacy, it is necessary for customers, or data owners, to be informed of the purpose for which the data is to be used on or before collecting the data, and such data shall not be used for a new purpose without the prescribed consent of the data owners. Our subsidiaries’ data privacy statement states that the personal data being collected can be used for purposes of data analysis and supporting our subsidiaries to develop and to improve the functions of our subsidiaries. We believe that we and our subsidiaries are in compliance with all relevant laws and regulations in all material respects with respect to data privacy.
Environmental Compliance
We believe that the nature of our subsidiaries’ business does not impose any serious threats to social responsibility and environmental protection matters.
Legal Proceedings
For the years ended on December 31, 2021, 2022 and 2023, and as of the date of this annual report, neither we nor the Operating Subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of our Company or our Operating Subsidiaries. On December 20, 2021, m-FINANCE entered into a settlement agreement with one of its clients for HK$2.6 million to settle a contractual dispute, which dispute has been fully settled in cash as of December 31, 2021.
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Insurance
The Operating Subsidiaries provide business protection insurance including covering Property All Risks, Business Interruption Money and Personal Assault, Public Liability, Employee’s Compensation in compliance with applicable Hong Kong laws. Such insurance policies generally extend for one year and are renewable annually. We believe that the current insurance coverage is sufficient for our Operating Subsidiaries’ business operations and is consistent with the industry conventions in Hong Kong. The Operating Subsidiaries were not subject to, nor did they receive, any insurance claims during the years ended on December 31, 2021, 2022 and 2023, and as of the date of this annual report.
Research and Development
During the years ended December 31, 2021, 2022 and 2023, and as of the date of this annual report, the Operating Subsidiaries mainly utilize internal resources for research and development and they also engaged PrimeTime Global Technologies Limited and three independent third parties for research and development.
Regulations
Regulations Related to our Business Operation in Hong Kong
We are a BVI holding company with three Operating Subsidiaries as forex/bullion trading solutions providers in Hong Kong. Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our Operating Subsidiaries’ operations and business.
Regulations related to business registration
Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)
The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for 1 year. As of the date of this annual report, each of the Operating Subsidiaries has obtained and maintains a valid business registration certificate.
Regulations related to employment and labor protection
Employment Ordinance (Chapter 57 of the Laws of Hong Kong)
The Employment Ordinance, or the EO, is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.
Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)
The Employees’ Compensation Ordinance, or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. The EO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.
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Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity or dies arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.
As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HK$100,000,000 per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.
Our directors confirm that we have maintained our employee’s compensation insurance policy and all of our local employees are insured under the employee’s compensation insurance policy, as of the date of this annual report.
Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)
The Occupational Safety and Health Ordinance provides for the protection of health and safety of employees in workplaces, both industrial and non-industrial.
Employers must, as far as reasonably practicable, ensure the safety and health at work of all employees by:
| ● | providing and maintaining plant and systems of work that are safe and without risks to health; | |
| ● | making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances; | |
| ● | providing all necessary information, instruction, training, and supervision for ensuring safety and health; and | |
| ● | as regards any workplace under the employer’s control, maintaining the workplace in a condition that is safe and without risks to health and providing and maintaining means of access to and egress from the workplace that are safe and without risks to health |
Failure to comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of HK$200,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a fine of HK$200,000 and to imprisonment of six months.
Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)
The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the land.
The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.
Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)
The Mandatory Provident Fund Schemes Ordinance, or the MPFSO, is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme.
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Any employer who contravenes the requirement of enrolling eligible employees in a registered MPF Scheme commits a criminal offence and is liable on conviction to a maximum fine of HK$50,000 and imprisonment for six months on the first conviction and maximum fine of HK$100,000 and imprisonment for one year on each subsequent conviction.
Any employer who contravenes the requirement of paying mandatory contributions to the MPF Scheme commits a criminal offence and is liable on conviction to a maximum fine of HK$50,000 and imprisonment for six months on the first conviction and maximum fine of HK$100,000 and imprisonment for one year on each subsequent conviction.
Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)
The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (currently at HK$40.0 per hour) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.
Failure to pay minimum wage amounts to a breach of the wage provisions under Employment Ordinance. An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes due is liable to prosecution and, upon conviction, to a fine of HK$350,000 and to imprisonment for three years.
Regulations related to Hong Kong taxation
Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)
Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.
Withholding tax on dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no withholding tax is payable in Hong Kong in respect of dividends paid by the Operating Subsidiaries in Hong Kong.
Capital gains and profit tax
The Inland Revenue Ordinance provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong at the standard rate at 16.5%, except for the qualifying group entity under the two-tiered profits tax regime. The two-tiered profits tax regime is applicable to years of assessment commencing on or after April 1, 2018, for which the first HK$2,000,000 assessable profits are taxed at the rate of 8.25% and the remaining assessable profits are taxed at 16.5%. The Inland Revenue Ordinance also contains detailed provisions relating to, among other things, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciations of capital assets.
No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.
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Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)
Under the Stamp Duty Ordinance, the Hong Kong stamp duty currently charged at the ad valorem rate of 0.13% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.
Estate duty
Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.
Regulations related to anti-competition
Competition Ordinance (Chapter 619 of the Laws of Hong Kong)
The Competition Ordinance that commenced full operation on December 14, 2015 (i) prohibits conduct that prevents, restricts or distorts competition in Hong Kong; (ii) prohibits mergers that substantially lessen competition in Hong Kong; and (iii) provides for incidental and connected matter.
The “First Conduct Rule” prohibits anti-competitive agreements, practices and decisions. It provides that an undertaking must not (i) make or give effect to an agreement; (ii) engage in a concerted practice; or (iii) as a member of an association of undertakings, make or give effect to a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong. Serious anti-competitive conduct includes (i) fixing, maintaining, increasing or controlling the price for the supply of goods or services; (ii) allocating sales, territories, customers or markets for the production or supply of goods or services; (iii) fixing, maintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; and (iv) bid-rigging.
The “Second Conduct Rule” prohibits the abuse of market power. It provides that an undertaking that has a substantial degree of market power in a market must not abuse such power by engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong. This conduct may in particular, constitute an abuse of such market power if it involves predatory behavior towards competitors or limiting production, markets or technical development to the prejudice of consumers. Matters that may be taken into consideration when determining whether an undertaking has a substantial degree of market power in a market include (i) the market share of the undertaking; (ii) the undertaking’s power to make pricing and other decisions; and (iii) any barriers to entry to competitors into the relevant market.
The First Conduct Rule and the Second Conduct Rule apply to all sectors of the Hong Kong economy. Therefore, our business is subject to Competition Ordinance generally.
In the event of contravention of a competition rule, the Competition Tribunal may (i) on application by the Competition Commission, impose pecuniary penalty of any amount it considers appropriate subject to a maximum of 10% of the turnover of the undertaking concerned for each year in which the contravention occurred for each single contravention (if the contravention occurred in more than three years, 10% of the turnover of the undertaking for the three years that saw the highest, second highest and third highest turnover); (ii) on application by the Competition Commission, make an order disqualifying a person from being a director of a company or from otherwise being concerned in the affairs of a company; (iii) make orders it considers appropriate, including but not limited to prohibiting an entity from making or giving effect to an agreement, requiring modification or termination of an agreement, requiring payment of damages to a person who has suffered loss or damage as a result of the contravention.
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Laws in Relation to Intellectual Property Rights
Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)
The Copyright Ordinance currently in force in Hong Kong came into effect on June 27, 1997. The Copyright Ordinance as reviewed and revised from time to time provides comprehensive protection for recognised categories of work such as literary, dramatic, musical and artistic works, as well as for sound recordings, films, television broadcasts and cable programmes. Certain copyrights may subsist in the works we create in relation to our artistic works or literary works that qualify for copyright protection without registration.
The Copyright Ordinance restricts certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorisation from the copyright owner which, if done, constitutes infringement of copyright.
Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)
The Trade Marks Ordinance currently in force in Hong Kong came into effect on April 4, 2003. The Trade Marks Ordinance is a statute enacted to make provision in respect of the registration of trademarks and for connected matters. The Trade Marks Ordinance provides (amongst other things) that a person infringes a registered trade mark if the person uses in the course of trade or business a sign which is:
| (a) | identical to the trade mark in relation to goods or services which are identical to those for which it is registered; |
| (b) | identical to the trade mark in relation to goods or services which are similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public; |
| (c) | similar to the trade mark in relation to goods or services which are identical or similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public; or |
| (d) | identical or similar in relation to goods or services which are not identical or similar to those for which the trade mark is registered; the trade mark is entitled to protection under the Paris Convention as a well-known trade mark; and the use of the sign, being without due cause, takes unfair advantage of, or is detrimental to, the distinctive character or repute of the trade mark. |
Under the Trade Marks Ordinance, the owner of a trade mark is entitled to bring infringement proceedings against a person infringing his or her trade mark for damages, injunctions, accounts and any other relief available in law. As of the date of this annual report, our subsidiaries registered seven trade marks in Hong Kong relating to our business, and there have been no infringement claims commenced by or against the Operating Subsidiaries with respect to any trade mark.
Regulations related to anti-money laundering and counter-terrorist financing
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)
The Anti-Money Laundering and Counter-Terrorist Financing Ordinance, or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides the regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.
Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)
The Drug Trafficking (Recovery of Proceeds) Ordinance, or 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. It is an offence under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be 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 (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offence under the DTROP.
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Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong)
The Organized and Serious Crimes Ordinance, or the OSCO, empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes, to issue restraint orders and charging orders in relation to the property of defendants of specified offences. The OSCO extends the money laundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.
United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong)
The United Nations (Anti-Terrorism Measures) Ordinance, or the UNATMO, provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make any funds or financial (or related) services available, 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. The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.
Regulations related to data privacy
The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)
The Personal Data (Privacy) Ordinance, or 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. |
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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.
Regulations Related to the British Virgin Islands
Regulations related to the British Virgin Islands Data Protection Act, 2021
The Data Protection act, 2021 (the “BVI DPA”) came into force in the British Virgin Islands on July 9, 2021. The BVI DPA establishes a framework of rights and duties designed to safeguard individuals’ personal data, balanced against the need of public authorities, businesses and organizations to collect and use personal data for lawful purposes. The BVI DPA is centered around seven data protection principles which require that:
| ● | personal data must not be processed unless specific conditions are met; | |
| ● | a data controller must inform a data subject of specific matters, for instance the purposes for which it is being collected and further processed; | |
| ● | personal data must not be disclosed for any purpose other than the purpose for which it was to be disclosed at the time of collection or a purpose directly related thereto or to any party other than a third party of a class previously notified to the data subject; | |
| ● | a data controller shall, when processing personal data, take practical steps to protect personal data from loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction; | |
| ● | personal data must not be kept for longer than is necessary for the purpose; | |
| ● | personal data must be accurate, complete, not misleading and kept up to date; and | |
| ● | a data subject must be given access to his or her own personal data and be able to correct that data where it is inaccurate, incomplete, misleading or not up to date, except where a request for such access or correction is refused under the BVI DPA. |
The Information Commissioner is the regulator responsible for the proper functioning and enforcement of the BVI DPA. Offences under the BVI DPA include:
| ● | processing sensitive personal data in contravention of the BVI DPA; | |
| ● | willfully obstructing the Information Commissioner or an authorized officer in the conduct of his or her duties and functions; | |
| ● | willfully disclosing personal information in contravention of the BVI DPA; and | |
| ● | collecting, storing or disposing of personal information in a manner that contravenes the BVI DPA. |
Offences committed under the BVI DPA may result in fines (up to US$500,000 in certain cases) or imprisonment. Further, a data subject who suffers damage or distress as a result of their data being processed in contravention of the BVI DPA may institute civil proceedings in the British Virgin Islands courts.
| 44 |
C. Organizational Structure
See “—A. History and Development of the Company.”
D. Property, Plants and Equipment
See “—B. Business Overview—Properties.”
Item 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Item 3. KEY INFORMATION — D. Risk Factors” and elsewhere in this annual report.
Unless otherwise indicated, all share amounts and per share amounts in this annual report have been presented giving effect to a share split of our Ordinary Shares at a ratio of 1:231.7, which occurred on August 11, 2023.
A. Operating Results
Overview
mF International is a BVI holding company with three Hong Kong-based subsidiaries providing financial trading solutions by principally engaging in research and development and sales of financial trading solutions. m-FINANCE, our principal operating subsidiary, is one of the financial service market participants with clients in Hong Kong, mainland China and Southeast Asia, and a bullion trading platform solution provider for the Chinese Gold and Silver Exchange (CGSE) Society member in Hong Kong. m-FINANCE has approximately 20 years of experience in providing real-time mission critical forex, bullion/commodities trading platform solutions, financial value-added services, mobile applications and financial information for brokers and institutional clients via internet or platform as software as a service. m-FINANCE has provided a wide range of top-notch services, including mF4 Trading Platform, Bridge and Plugins, CRM System, ECN System, Liquidity Solutions, Cross-platform “Broker+” Solution, Social Trading Applications and other value-added services.
Key factors that affect operating results
Our results of operations have been and will continue to be affected by a number of factors, including those set out below:
General market conditions of the capital market and financial trading industry in Hong Kong
Our Operating Subsidiaries’ business is closely related to the capital market and financial trading industry in Hong Kong. Through our Operating Subsidiaries, we provide financial trading solutions and the services provided by the Operating Subsidiaries are affected by the capital market in Hong Kong. Any material deterioration in the financial and economic conditions of the financial and capital market in Hong Kong could materially and adversely affect the business and prospects of our Operating Subsidiaries. The Hong Kong financial and capital market is susceptible to changes in the global, as well as domestic economic, social and political conditions, including, but not limited to, interest rate fluctuations, volatility of foreign currency exchange rates, monetary policy changes and legal and regulatory changes. When there are unfavorable changes to the global or local market conditions, the financial and securities market in Hong Kong may experience negative fluctuations in its performance. It may directly affect the demand for our Operating Subsidiaries’ services, pricing strategies, the level of business activities and consequently our revenue derived therefrom. This may materially and adversely affect our financial condition and results of operations.
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Our Operating Subsidiaries’ abilities to design and develop new services
The financial service industry is characterized by rapidly evolving technology and standards, and our future success will depend on our ability to enhance our Operating Subsidiaries’ current financial trading solutions and to introduce new financial trading solutions that keep pace with these rapidly evolving technology and standards. As such, our success is susceptible to our Operating Subsidiaries’ ability to integrate new technology and standards into their financial trading solutions, create new solutions and adapt to changing business models and the customers in a timely manner. As a result, we may need to invest significant resources in research and development to maintain our market position, keep pace with technological changes and compete effectively. For the years ended December 31, 2021, 2022 and 2023, we capitalized the research and development costs of HK$6,959,773, HK$5,993,675 and HK$7,270,898 (US$930,866), respectively, as intangible assets. The failure to improve our Operating Subsidiaries’ financial trading solutions and services, offer new financial trading solutions and adapt to changing business models in a timely and cost-effective manner could materially and adversely affect business of our Operating Subsidiaries, financial condition and results of operations.
Competition
With the rise of electronic trading in recent years, the industry has attracted the presence of both Hong Kong-based and international companies. As such, the Operating Subsidiaries face potential competition with various financial trading solution providers in the same industry. We believe that the Operating Subsidiaries have differentiated their services with comprehensive range of financial trading solutions with high flexibility, established reputation with proven track record and strong and innovative development capabilities. Should the Operating Subsidiaries fail to compete with their competitors, maintain their competitive advantage or keep pace with technological changes, our overall results of operations could be adversely affected.
The Operating Subsidiaries rely on IT staff and other skilled workers to complete their projects and the retention and recruitment of these skilled professionals is challenging.
There is a limited pool of IT staff and other skilled workers with the requisite skills, know-how and experience required for our Operating Subsidiaries’ business. As the quality of IT and technical know-how are keys to the business of our subsidiaries, attracting and retaining talent are essential components of our Operating Subsidiaries’ business strategy. We may have to offer better salaries, incentive packages and training opportunities to attract and retain sufficient skilled workers to maintain our Operating Subsidiaries’ operations and growth, which may increase our costs and reduce our profitability. For the years ended December 31, 2021, 2022 and 2023, our staff costs of directors and employees, including salaries, provident fund contributions and other benefits were HK$15,270,802, HK$16,332,699 and HK$16,509,766 (US$2,113,683), respectively. We cannot be certain that we will be able to retain our existing IT staff and other skilled workers and recruit additional qualified professionals to support the future operations and growth of our Operating Subsidiaries. Any failure to do so may adversely affect the business and growth of our Operating Subsidiaries.
Impact of the COVID-19 pandemic on the business and operations of the Operating Subsidiaries
The COVID-19 pandemic has resulted in quarantines, travel restrictions, limitations on social or public gatherings, and the temporary closure of business venues and facilities across the world. The negative impacts of the COVID-19 outbreak on the business of the Operating Subsidiaries include: (i) the uncertain economic conditions may deter clients from engaging our services; (ii) quarantines have impeded and may continue to impede our Operating Subsidiaries’ ability to contact existing and new clients and (iii) the operations of the clients of the Operating Subsidiaries have been and could continue to be negatively impacted by the pandemic, which may in turn adversely impact their business performance, and result in a decreased demand for their our services. Moreover, travel restrictions limited other parties’ ability to visit and meet the Operating Subsidiaries in person. Although most communication may be achieved via video calls, this form of remote communication may be less effective in building trust and communicating with existing and new clients.
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Some of the customers of the Operating Subsidiaries were lost since certain small-sized customers had to shut down their businesses as a result of the adverse impact of the COVID-19 pandemic on their profitability in 2021 and 2022. While COVID-19 may have had a significant overall impact on the business of the Operating Subsidiaries in the short term, the prolonged phenomenon of COVID-19 and the effects of mutations in the virus, both in terms of extent and intensity of the pandemic, together with their ongoing impact on our industry and the macroeconomic situations are still difficult to anticipate and may pose substantial uncertainties. In the event that the health and economic environment does not improve, or there is no significant recovery in the regions where the clients of the Operating Subsidiaries are served or operate, our business, results of operations and financial condition could be materially and adversely affected. Considering the balance between infection risks and the resumption of economic and livelihood impetus, the Hong Kong government canceled isolation orders to infected persons beginning January 30, 2023. All mandatory mask-wearing requirements were lifted with effect beginning March 1, 2023. Starting April 1, 2023, Hong Kong terminated its pre-departure COVID-19 testing requirement for overseas travelers, ending all pandemic-related restrictions on visitors entering the city. We will continuously assess and adopt measures to offset any challenges created by the pandemic.
Quantitative and qualitative disclosures about market risk
We are subject to financial market risks, including changes in foreign currency exchange rate risk with respect to our investment at fair value consisting of short-term foreign exchange investment made by the Company which is denominated in the US$. The fluctuation in US$ may result in increase or decrease in the value of our investment at fair value. We consider the foreign exchange risk in relation to transactions denominated in US$ with respect to HK$ is not significant as HK$ is pegged to US$.
The trades of foreign currencies conducted by the Operating Subsidiaries are denominated in the US$ and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD and CAD, etc. Fluctuation in exchange rates, changes in monetary and/or fiscal policy or inflation in the countries in which we paired our trades of foreign currencies could have a material adverse effect on our results of operations. The clear position limits and floating profit/loss limits are set to manage the market risks of our foreign exchange positions. For the years ended December 31, 2021, 2022 and 2023, we traded foreign currencies of transaction amounts of US$3,110.4 million, US$1,448.7 million and US$4.1 million, respectively, while we had realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value in the aggregate amount of HK$676,445, HK$1,157,650 and HK$9,965 (US$1,276), respectively. The realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value represented 0.00275%, 0.01025% and 0.0313% of our trading transaction amounts of foreign currencies for the years ended December 31, 2021, 2022 and 2023, respectively. We will assess and monitor the challenges created by the increased volatility in the financial and currency market.
The transaction details of each foreign currency pair were set out below:
| For the years ended December 31, | ||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | |||||||||||||||||||
| Foreign currency pair | Transaction in carrying amounts | Transaction in notional amounts | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| AUD/USD | 729,476 | 448 | 2,724 | 113,341,038 | 223,814 | 272,445 | ||||||||||||||||||
| EUR/USD | 5,211,862 | 2,499,003 | 4,447 | 725,050,580 | 304,063,579 | 635,163 | ||||||||||||||||||
| GBP/USD | 2,324,200 | 3,681,794 | 10,474 | 346,504,821 | 495,241,194 | 1,594,119 | ||||||||||||||||||
| NZD/USD | 794,107 | - | - | 123,030,161 | - | - | ||||||||||||||||||
| USD/CAD | 1,520,092 | 2,449,540 | 7,262 | 230,612,000 | 332,836,000 | 1,088,000 | ||||||||||||||||||
| USD/CHF | 1,387,616 | 1,774,770 | 3,500 | 213,950,000 | 209,368,000 | 482,000 | ||||||||||||||||||
| USD/JPY | 1,149,484 | 19,670 | - | 179,822,000 | 2,018,000 | - | ||||||||||||||||||
| XAU/USD | 9,951,408 | 900,640 | - | 1,178,050,802 | 104,858,886 | - | ||||||||||||||||||
| Others | - | 120 | - | - | 60,064 | - | ||||||||||||||||||
| 23,068,245 | 11,325,985 | 28,407 | 3,110,361,402 | 1,448,669,537 | 4,071,727 | |||||||||||||||||||
| 47 |
Results of operations
Comparison of year ended December 31, 2021 with year ended December 31, 2022
The following table sets forth key components of our results of operations for the years ended December 31, 2021 and 2022:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Revenue | 32,212,970 | 34,931,827 | 4,477,578 | 2,718,857 | 8.4 | % | ||||||||||||||
| Cost of revenue | 16,260,407 | 16,512,702 | 2,116,606 | 252,295 | 1.6 | % | ||||||||||||||
| Gross profit | 15,952,563 | 18,419,125 | 2,360,972 | 2,466,562 | 15.5 | % | ||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling and marketing expenses | 220,681 | 161,791 | 20,738 | (58,890 | ) | -26.7 | % | |||||||||||||
| Research and development expenses | 29,478 | 80,012 | 10,256 | 50,534 | 171.4 | % | ||||||||||||||
| General and administrative expenses | 5,167,704 | 10,634,851 | 1,363,180 | 5,467,147 | 105.8 | % | ||||||||||||||
| Total operating expenses | 5,417,863 | 10,876,654 | 1,394,174 | 5,458,791 | 100.8 | % | ||||||||||||||
| Income from operations | 10,534,700 | 7,542,471 | 966,798 | (2,992,229 | ) | -28.4 | % | |||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Other income, net | 1,402,874 | 1,265,200 | 162,174 | (137,674 | ) | -9.8 | % | |||||||||||||
| Realized loss on disposal of financial assets at fair value | (16,120 | ) | - | - | 16,120 | -100.0 | % | |||||||||||||
| Change in fair value on financial assets at fair value | (660,325 | ) | (1,157,650 | ) | (148,388 | ) | (497,325 | ) | 75.3 | % | ||||||||||
| Interest expenses, net | (479,904 | ) | (443,577 | ) | (56,858 | ) | 36,327 | -7.6 | % | |||||||||||
| Total other income (expense), net | 246,525 | (336,027 | ) | (43,072 | ) | (582,552 | ) | -236.3 | % | |||||||||||
| Income before income taxes | 10,781,225 | 7,206,444 | 923,726 | (3,574,781 | ) | -33.2 | % | |||||||||||||
| Income tax expenses | (431,630 | ) | (387,845 | ) | (49,714 | ) | 43,785 | -10.1 | % | |||||||||||
| Net income | 10,349,595 | 6,818,599 | 874,012 | (3,530,996 | ) | -34.1 | % | |||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||
| Foreign currency translation adjustment | (14,168 | ) | 7,496 | 961 | 21,664 | -152.9 | % | |||||||||||||
| Comprehensive income | 10,335,427 | 6,826,095 | 874,973 | (3,509,332 | ) | -34.0 | % | |||||||||||||
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Revenue
The following table sets forth the breakdown of our revenue by major revenue type for the years ended December 31, 2021 and 2022, respectively:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Initial set up, installation and customization services | 8,147,473 | 7,140,076 | 915,218 | (1,007,397 | ) | -12.4 | % | |||||||||||||
| Subscriptions | 12,124,676 | 11,414,976 | 1,463,177 | (709,700 | ) | -5.9 | % | |||||||||||||
| Hosting, support and maintenance services | 3,304,830 | 4,186,369 | 536,611 | 881,539 | 26.7 | % | ||||||||||||||
| Liquidity services | 3,220,992 | 6,699,586 | 858,756 | 3,478,594 | 108.0 | % | ||||||||||||||
| White label services | 1,860,221 | 1,889,188 | 242,157 | 28,967 | 1.6 | % | ||||||||||||||
| Quotes/news/package subscription services | 3,554,778 | 3,601,632 | 461,659 | 46,854 | 1.3 | % | ||||||||||||||
| Total revenue | 32,212,970 | 34,931,827 | 4,477,578 | 2,718,857 | 8.4 | % | ||||||||||||||
Our revenue increased by HK$2,718,857 or 8.4% from HK$32,212,970 for the year ended December 31, 2021 to HK$34,931,827 for the year ended December 31, 2022, primarily because of the increase in our revenue derived from our Operating Subsidiaries’ liquidity services and hosting, support and maintenance services, and was partially offset by the decrease in revenue derived from our Operating Subsidiaries’ initial set up, installation and customization services.
Revenue from our Operating Subsidiaries’ initial set up, installation and customization services decreased by HK$1,007,397, or 12.4%, from HK$8,147,473 for the year ended December 31, 2021 to HK$7,140,076 for the year ended December 31, 2022. The decrease was mainly due to the decrease in demand for our Operating Subsidiaries’ customization services provided to customers to customize the functions and features of the trading platforms during the year ended December 31, 2022. We believe the decrease in demand for the Operating Subsidiaries’ customization services was mainly due to the conservative budgeting of our customers.
Revenue from our Operating Subsidiaries’ subscriptions decreased by HK$709,700, or 5.9%, from HK$12,124,676 for the year ended December 31, 2021 to HK$11,414,976 for the year ended December 31, 2022. The decrease was mainly due to the fact that some customers were lost, since certain small-sized customers had to shut down their businesses as a result of the adverse impact of the COVID-19 pandemic on their profitability.
Revenue from our Operating Subsidiaries’ hosting, support and maintenance services increased by HK$881,539, or 26.7%, from HK$3,304,830 for the year ended December 31, 2021 to HK$4,186,369 for the year ended December 31, 2022. The increase was mainly due to the increase in customers for our hosting, support and maintenance services for the year ended December 31, 2021. We believe that the Operating Subsidiaries realized an increase in the number of customers because of the referral of new customers from existing customers.
Revenue from our Operating Subsidiaries’ liquidity services increased by HK$3,478,594, or 108.0%, from HK$3,220,992 for the year ended December 31, 2021 to HK$6,699,586 for the year ended December 31, 2022. The increase was mainly due to the increase in demands from a fast-growing customer who was engaging in in-house research on a trading signal. A trading signal is generated from algorithms with inputs such as technical patterns, moving average crosses, trading volume surges and interest rates. When a trading signal is triggered, a signal to buy or sell a futures contract is generated. It requires our Operating Subsidiaries’ liquidity services, which provide automatic hedging functions to enable such client to send its customers’ orders directly to a broker’s platform.
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Cost of revenue
The following table sets forth the breakdown of our cost of revenue for the years ended December 31, 2021 and 2022:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Internet services cost | 1,584,002 | 1,727,305 | 221,407 | 143,303 | 9.0 | % | ||||||||||||||
| Employee-related costs | 6,470,263 | 6,886,855 | 882,760 | 416,592 | 6.4 | % | ||||||||||||||
| Subscription costs | 192,443 | 171,228 | 21,948 | (21,215 | ) | -11.0 | % | |||||||||||||
| Outsourcing fees | 1,491,876 | 752,904 | 96,508 | (738,972 | ) | -49.5 | % | |||||||||||||
| Amortization of intangible assets | 5,992,085 | 6,160,391 | 789,642 | 168,306 | 2.8 | % | ||||||||||||||
| Commission expenses | 529,725 | 808,894 | 103,684 | 279,169 | 52.7 | % | ||||||||||||||
| Others | 13 | 5,125 | 657 | 5,112 | 39323.1 | % | ||||||||||||||
| Total cost of revenue | 16,260,407 | 16,512,702 | 2,116,606 | 252,295 | 1.6 | % | ||||||||||||||
Our cost of revenue increased by HK$252,295 or 1.6% from HK$16,260,407 for the year ended December 31, 2021 to HK$16,512,702 for the year ended December 31, 2022, which was mainly due to the increase in employee-related costs because lesser staff costs were capitalized as intangible assets under research and development since more time and resources were allocated for supporting our financial trading solution services in the year ended December 31, 2022.
Internet service cost
Internet service cost represented cost in relation to server hosting service provided by data center service providers as well as acquiring internet data line from various service providers for internet access.
Employee-related costs
Employee-related costs consisted primarily of payroll and other personnel-related expenses of our Operating Subsidiaries’ staff to support our financial trading solution services.
Subscription costs
Our subscription costs represented costs incurred by the Operating Subsidiaries for subscription payments for price or news feeds from news and financial market information providers. We will convert the raw data into usable data that can be used in our trading platform. The decrease in subscription costs was due to a cancelled subscription from a financial market information provider.
Outsourcing fees
The Operating Subsidiaries may outsource some works to our related party and independent third parties. The outsourcing costs mainly represented the charges and fees paid to subcontractors who handled implementation work for our Operating Subsidiaries. The outsourcing fees decreased as Operating Subsidiaries required fewer outsourcing services in the year ended December 31, 2022.
Amortization of intangible assets
Our amortization of intangible assets mainly represented amortization of the Operating Subsidiaries in-house developed financial trading solutions.
Commission expenses
Commission expenses represented the fees we paid to business partners of our Operating Subsidiaries, which bring new businesses to our Operating Subsidiaries. The commission is generally determined based on a certain percentage of revenue generated from customers referred by business partners.
Gross profit
Our total gross profit increased by HK$2,466,562 or 15.5% from HK$15,952,563 for the year ended December 31, 2021 to HK$18,419,125 for the year ended December 31, 2022. Our total gross profit margin increased from 49.5% for the year ended December 31, 2021 to 52.7% for the year ended December 31, 2022. The increase in our gross profit and gross profit margin was primarily due to the increase in revenue from liquidity services, which typically carries a higher gross margin.
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Operating expenses
Our operating expenses consisted of the following:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Selling and marketing expenses | 220,681 | 161,791 | 20,738 | (58,890 | ) | -26.7 | % | |||||||||||||
| Research and development expenses | 29,478 | 80,012 | 10,256 | 50,534 | 171.4 | % | ||||||||||||||
| General and administrative expenses | 5,167,704 | 10,634,851 | 1,363,180 | 5,467,147 | 105.8 | % | ||||||||||||||
| Total operating expenses | 5,417,863 | 10,876,654 | 1,394,174 | 5,458,791 | 100.8 | % | ||||||||||||||
Our selling and marketing expenses mainly represented the advertising cost and marketing expenses. Our selling and marketing expenses decreased by HK$58,890, or 26.7%, from HK$220,681 for the year ended December 31, 2021 to HK$161,791 for the year ended December 31, 2022, mainly because lesser marketing expenses were incurred during the year ended December 31, 2022.
Our research and development expenses primarily consisted of payroll and other personnel-related expenses of our Operating Subsidiaries’ software development team. Our research and development expenses increased by HK$50,534, or 171.4%, from HK$29,478 for the year ended December 31, 2021 to HK$80,012 for the year ended December 31, 2022, because more staff costs were incurred for the preliminary project research stage in the year ended December 31, 2022. We expect that our expenditures for research and development may increase in terms of monetary value and may increase as a percentage of our total revenue over time, as the Operating Subsidiaries will expand their software development capacity to continue to improve existing functions and develop new functions.
Our general and administrative expenses mainly represented the staff costs, depreciation expenses of property and equipment, amortization of operating lease right-of-use assets, interest of lease liabilities and legal and professional fees. Our general and administrative expenses increased by HK$5,467,147, or 105.8%, from HK$5,167,704 for the year ended December 31, 2021 to HK$10,634,851 for the year ended December 31, 2022, because the initial public offering expenses of HK$3,401,970 were incurred in the year ended December 31, 2022. We expect our general and administrative expenses, including but not limited to staff costs, to increase in the foreseeable future, as our Operating Subsidiaries’ business is expected to grow further. We expect our legal and professional fees for legal, audit, and advisory services to increase, as we will incur audit fees, legal fees and advisory fees for being a public company.
Other income (expenses)
Our other income (expenses) consists of the following:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Other income | ||||||||||||||||||||
| Sundry income | 742,279 | 174,026 | 22,307 | (568,253 | ) | -76.6 | % | |||||||||||||
| Commission income | 284,646 | 259,794 | 33,301 | (24,852 | ) | -8.7 | % | |||||||||||||
| Government subsidies | 379,363 | 734,059 | 94,092 | 354,696 | 93.5 | % | ||||||||||||||
| Others | 32,258 | 145,342 | 18,630 | 113,084 | 350.6 | % | ||||||||||||||
| Other income | 1,438,546 | 1,313,221 | 168,330 | (125,325 | ) | -8.7 | % | |||||||||||||
| Other expenses | ||||||||||||||||||||
| Other expenses | 35,672 | 48,021 | 6,155 | 12,349 | 34.6 | % | ||||||||||||||
| Other expenses | 35,672 | 48,021 | 6,155 | 12,349 | 34.6 | % | ||||||||||||||
| Total other income, net | 1,402,874 | 1,265,200 | 162,174 | (137,674 | ) | -9.8 | % | |||||||||||||
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Sundry income. The Operating Subsidiaries charged handling service fees for services provided to customers on using the multi-asset trading software by the MT4/MT5 (forex trading platforms) service providers. Some customers requested the Operating Subsidiaries to subscribe to such services from the MT4/MT5 service providers and they, in turn, charged such customers. The sundry income was the net amount of sundry income from providing such handling services after deducting the expenses it incurred over the same period. The decrease in sundry income was mainly due to the decrease in customers’ requests for such service.
Commission Income. Commission income represented the commission income received from our related party for business referred by us. We would charge a commission fee at an agreed percentage from the business referred by us to our related party. The decrease in commission income was mainly due to the decrease in sales referred by us.
Government subsidies. Government subsidies primarily related to one-off entitlements granted by the Hong Kong government pursuant to the Employment Support Scheme under the Anti-epidemic Fund (“ESS”). The Operating Subsidiaries received government subsidies that totaled HK$379,363 and HK$734,059 for the years ended December 31, 2021 and 2022, respectively, and recognized such amounts as other income when they were received because we have (i) not implemented redundancies during the subsidy period; and (ii) spent all the wage subsidies on paying wages to employees. The increase in government subsidies was mainly due to the increase in subsidies provided to combat the pandemic.
Realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value.
Realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value represents realized loss on disposal of and change in fair value on financial assets at fair value from certain investment agreements with certain brokerage companies to trade with foreign currencies, at fair value, with the intention to optimize a trading algorithm based on live market interactions. The increase in change in fair value on financial assets at fair value was mainly due to the increased volatility in the financial and currency market.
Interest expenses on bank borrowings
We incurred interest expenses on bank borrowings which totaled HK$479,904 and HK$443,577 for the years ended December 31, 2021 and 2022, respectively, with an annual effective interest rate of 3.0% and 3.3% during the years ended December 31, 2021 and 2022, respectively.
Income tax expenses
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
China
The Company’s subsidiary, m-FINANCE Software (Shenzhen) Limited (“SZ WFOE”) established in the PRC is subject to PRC Enterprises Income Tax rate of 25% for the years ended December 31, 2021 and 2022.
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
| 52 |
Taxation in the statement of income represents:
| For the years ended December 31, | ||||||||||||||||||||
| 2021 | 2022 | 2022 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Current tax | - | 229,355 | 29,399 | 229,355 | N/A | |||||||||||||||
| Deferred tax | 431,630 | 158,490 | 20,315 | (273,140 | ) | -63.3 | % | |||||||||||||
| Total income tax expense | 431,630 | 387,845 | 49,714 | (43,785 | ) | -10.1 | % | |||||||||||||
Our income tax decreased by HK$43,785 from HK$431,630 for the year ended December 31, 2021 to HK$387,845 for the year ended December 31, 2022, primarily due to the decrease in income before income taxes.
Net income. As a result of the foregoing, we reported net income of HK$10,349,595 and HK$6,818,599 for the years ended December 31, 2021 and 2022, respectively.
Other comprehensive income (loss). Loss from foreign currency translation adjustment amounted to HK$14,168 for the year ended December 31, 2021, as compared to income from foreign currency translation adjustment amounted to HK$7,496 for the year ended December 31, 2022.
Comparison of year ended December 31, 2022 with year ended December 31, 2023
The following table sets forth key components of our results of operations for the years ended December 31, 2022 and 2023:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Revenue | 34,931,827 | 31,961,177 | 4,091,869 | (2,970,650 | ) | -8.5 | % | |||||||||||||
| Cost of revenue | 16,512,702 | 13,995,670 | 1,791,813 | (2,517,032 | ) | -15.2 | % | |||||||||||||
| Gross profit | 18,419,125 | 17,965,507 | 2,300,056 | (453,618 | ) | -2.5 | % | |||||||||||||
| Operating expenses | ||||||||||||||||||||
| Selling and marketing expenses | 161,791 | 160,976 | 20,609 | (815 | ) | -0.5 | % | |||||||||||||
| Research and development expenses | 80,012 | 11,373 | 1,456 | (68,639 | ) | -85.8 | % | |||||||||||||
| General and administrative expenses | 10,634,851 | 11,110,942 | 1,422,492 | 476,091 | 4.5 | % | ||||||||||||||
| Total operating expenses | 10,876,654 | 11,283,291 | 1,444,557 | 406,637 | 3.7 | % | ||||||||||||||
| Income from operations | 7,542,471 | 6,682,216 | 855,499 | (860,255 | ) | -11.4 | % | |||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Other income, net | 1,265,200 | 457,941 | 58,628 | (807,259 | ) | -63.8 | % | |||||||||||||
| Realized loss on disposal of financial assets at fair value | - | (7,874 | ) | (1,008 | ) | (7,874 | ) | N/A | ||||||||||||
| Change in fair value on financial assets at fair value | (1,157,650 | ) | (2,091 | ) | (268 | ) | 1,155,559 | -99.8 | % | |||||||||||
| Interest expenses, net | (443,577 | ) | (353,002 | ) | (45,194 | ) | 90,575 | -20.4 | % | |||||||||||
| Total other (expense) income, net | (336,027 | ) | 94,974 | 12,158 | 431,001 | -128.3 | % | |||||||||||||
| Income before income taxes | 7,206,444 | 6,777,190 | 867,657 | (429,254 | ) | -6.0 | % | |||||||||||||
| Income tax expenses | (387,845 | ) | (148,309 | ) | (18,987 | ) | 239,536 | -61.8 | % | |||||||||||
| Net income | 6,818,599 | 6,628,881 | 848,670 | (189,718 | ) | -2.8 | % | |||||||||||||
| Other comprehensive income | ||||||||||||||||||||
| Foreign currency translation adjustment | 7,496 | 17,866 | 2,287 | 10,370 | 138.3 | % | ||||||||||||||
| Comprehensive income | 6,826,095 | 6,646,747 | 850,957 | (179,348 | ) | -2.6 | % | |||||||||||||
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Revenue
The following table sets forth the breakdown of our revenue by major revenue type for the years ended December 31, 2022 and 2023, respectively:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Initial set up, installation and customization services | 7,140,076 | 8,973,079 | 1,148,789 | 1,833,003 | 25.7 | % | ||||||||||||||
| Subscriptions | 11,414,976 | 11,445,019 | 1,465,263 | 30,043 | 0.3 | % | ||||||||||||||
| Hosting, support and maintenance services | 4,186,369 | 4,338,184 | 555,401 | 151,815 | 3.6 | % | ||||||||||||||
| Liquidity services | 6,699,586 | 2,626,516 | 336,263 | (4,073,070 | ) | -60.8 | % | |||||||||||||
| White label services | 1,889,188 | 2,122,198 | 271,697 | 233,010 | 12.3 | % | ||||||||||||||
| Quotes/news/package subscription services | 3,601,632 | 2,456,181 | 314,456 | (1,145,451 | ) | -31.8 | % | |||||||||||||
| Total revenue | 34,931,827 | 31,961,177 | 4,091,869 | (2,970,650 | ) | -8.5 | % | |||||||||||||
Our revenue decreased by HK$2,970,650 or 8.5% from HK$34,931,827 for the year ended December 31, 2022 to HK$31,961,177 for the year ended December 31, 2023, primarily because of the decrease in our revenue derived from our Operating Subsidiaries’ (i) liquidity services; and (ii) quotes/news/package subscription services, and was partially offset by the increase in revenue derived from our Operating Subsidiaries’ (i) initial set up, installation and customization services; (ii) white label services; and (iii) hosting, support and maintenance services.
Revenue from our Operating Subsidiaries’ initial set up, installation and customization services increased by HK$1,833,003, or 25.7%, from HK$7,140,076 for the year ended December 31, 2022 to HK$8,973,079 for the year ended December 31, 2023. The increase was mainly due to the increase in demand for our Operating Subsidiaries’ customization services provided to customers to customize the functions and features of the trading platforms during the year ended December 31, 2023. The increase in demand for our Operating Subsidiaries’ customization services was mainly due to the growing need for implementing our customized trading platforms, which are one of our unique offerings to clients. This service sets us apart from our competitors and enhances our platform solution by adding unique features and functions, as well as usability, and flexibility.
Revenue from our Operating Subsidiaries’ hosting, support and maintenance services increased by HK$151,815, or 3.6%, from HK$4,186,369 for the year ended December 31, 2022 to HK$4,338,184 for the year ended December 31, 2023. The increase was mainly due to the increase in customers for our hosting, support and maintenance services for the year ended December 31, 2023. We believe that the Operating Subsidiaries realized an increase in the number of customers because of the referral of new customers from existing customers.
Revenue from our Operating Subsidiaries’ liquidity services decreased by HK$4,073,070, or 60.8%, from HK$6,699,586 for the year ended December 31, 2022 to HK$2,626,516 for the year ended December 31, 2023. The decrease was mainly due to a customer who was engaging in in-house research on a trading signal and was developing new trading signals to replace the existing one. During the testing phase, the trading volume will be kept at a lower level until they have optimized the new trading signals. A trading signal is generated from algorithms with inputs such as technical patterns, moving average crosses, trading volume surges and interest rates. When a trading signal is triggered, a signal to buy or sell a futures contract is generated. It requires our Operating Subsidiaries’ liquidity services, which provide automatic hedging functions to enable such client to send its customers’ orders directly to a broker’s platform.
Revenue from our Operating Subsidiaries’ white label services increased by HK$233,010, or 12.3%, from HK$1,889,188 for the year ended December 31, 2022 to HK$2,122,198 for the year ended December 31, 2023. The increase was mainly due to the increase in customers for our white label services for the year ended December 31, 2023.
Revenue from our Operating Subsidiaries’ quotes/news/package subscription services decreased by HK$1,145,451, or 31.8%, from HK$3,601,632 for the year ended December 31, 2022 to HK$2,456,181 for the year ended December 31, 2023. The decrease was mainly due to customers subscribed for fewer quotes/new/package services for the year ended December 31, 2023.
Cost of revenue
The following table sets forth the breakdown of our cost of revenue for the years ended December 31, 2022 and 2023:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Internet services cost | 1,727,305 | 1,575,284 | 201,678 | (152,021 | ) | -8.8 | % | |||||||||||||
| Employee-related costs | 6,886,855 | 6,253,858 | 800,658 | (632,997 | ) | -9.2 | % | |||||||||||||
| Subscription costs | 171,228 | 123,361 | 15,793 | (47,867 | ) | -28.0 | % | |||||||||||||
| Outsourcing fees | 752,904 | 223,915 | 28,667 | (528,989 | ) | -70.3 | % | |||||||||||||
| Amortization of intangible assets | 6,160,391 | 5,514,165 | 705,958 | (646,226 | ) | -10.5 | % | |||||||||||||
| Commission expenses | 808,894 | 275,965 | 35,331 | (532,929 | ) | -65.9 | % | |||||||||||||
| Others | 5,125 | 29,120 | 3,728 | 23,995 | 468.2 | % | ||||||||||||||
| Total cost of revenue | 16,512,702 | 13,995,670 | 1,791,813 | (2,517,032 | ) | -15.2 | % | |||||||||||||
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Our cost of revenue decreased by HK$2,517,032 or 15.2% from HK$16,512,702 for the year ended December 31, 2022 to HK$13,995,670 for the year ended December 31, 2023, which was mainly due to (i) the decrease in employee-related costs because lesser staff costs were allocated for supporting our financial trading solution services for the year ended December 31, 2023 in view of the decrease in revenue for the same period, (ii) decrease in the amortization of intangible assets due to part of the intangible assets we developed being fully amortized, (iii) the decrease in outsourcing fees and (iv) the decrease in commission expenses.
Internet service cost
Internet service cost represented cost in relation to server hosting service provided by data center service providers as well as acquiring internet data line from various service providers for internet access.
Employee-related costs
Employee-related costs consisted primarily of payroll and other personnel-related expenses of our Operating Subsidiaries’ staff to support our financial trading solution services.
Subscription costs
Our subscription costs represented costs incurred by the Operating Subsidiaries for subscription payments for price or news feeds from news and financial market information providers. We will convert the raw data into usable data that can be used in our trading platform. The decrease in subscription costs was due to a cancelled subscription from a financial market information provider.
Outsourcing fees
The Operating Subsidiaries may outsource some works to our related party and independent third parties. The outsourcing costs mainly represented the charges and fees paid to subcontractors who handled implementation work for our Operating Subsidiaries. The outsourcing fees decreased as Operating Subsidiaries required fewer outsourcing services in the year ended December 31, 2023.
Amortization of intangible assets
Our amortization of intangible assets mainly represented amortization of the Operating Subsidiaries in-house developed financial trading solutions.
Commission expenses
Commission expenses represented the fees we paid to business partners of our Operating Subsidiaries, which bring new businesses to our Operating Subsidiaries. The commission is generally determined based on a certain percentage of revenue generated from customers referred by business partners.
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Gross profit
Our total gross profit decreased by HK$453,618 or 2.5% from HK$18,419,125 for the year ended December 31, 2022 to HK$17,965,507 for the year ended December 31, 2023. The decrease in our gross profit was primarily due to the decrease in our revenue for the same period. Our total gross profit margin increased from 52.7% for the year ended December 31, 2022 to 56.2% for the year ended December 31, 2023. The increase in our gross profit margin was primarily due to the decrease in outsourcing costs, since we used our own staff to handle more implementation works.
Operating expenses
Our operating expenses consisted of the following:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Selling and marketing expenses | 161,791 | 160,976 | 20,609 | (815 | ) | -0.5 | % | |||||||||||||
| Research and development expenses | 80,012 | 11,373 | 1,456 | (68,639 | ) | -85.8 | % | |||||||||||||
| General and administrative expenses | 10,634,851 | 11,110,942 | 1,422,492 | 476,091 | 4.5 | % | ||||||||||||||
| Total operating expenses | 10,876,654 | 11,283,291 | 1,444,557 | 406,637 | 3.7 | % | ||||||||||||||
Our selling and marketing expenses mainly represented the advertising cost and marketing expenses. Our selling and marketing expenses slightly decreased by HK$815, or 0.5%, from HK$161,791 for the year ended December 31, 2022 to HK$160,976 for the year ended December 31, 2023, mainly because lesser marketing expenses were incurred during the year ended December 31, 2023.
Our research and development expenses primarily consisted of payroll and other personnel-related expenses of our Operating Subsidiaries’ software development team. Our research and development expenses decreased by HK$68,639, or 85.8%, from HK$80,012 for the year ended December 31, 2022 to HK$11,373 for the year ended December 31, 2023, because more staff costs were incurred at the project development stage rather than the preliminary project research stage for the year ended December 31, 2023. However, we expect that our expenditures for research and development may increase in terms of monetary value and may increase as a percentage of our total revenue over time, as the Operating Subsidiaries will expand their software development capacity to continue to improve existing functions and develop new functions.
Our general and administrative expenses mainly represented the staff costs, depreciation expenses of property and equipment, amortization of operating lease right-of-use assets, interest of lease liabilities and legal and professional fees. Our general and administrative expenses increased by HK$476,091, or 4.5%, from HK$10,634,851 for the year ended December 31, 2022 to HK$11,110,942 for the year ended December 31, 2023, because the initial public offering expenses of HK$3,367,160 were incurred in the year ended December 31, 2023. We expect our general and administrative expenses, including but not limited to staff costs, to increase in the foreseeable future, as our Operating Subsidiaries’ business is expected to grow further. We expect our legal and professional fees for legal, audit, and advisory services to increase, as we will incur audit fees, legal fees and advisory fees for being a public company.
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Other income (expenses)
Our other income (expenses) consists of the following:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Other income | ||||||||||||||||||||
| Sundry income | 174,026 | 82,103 | 10,511 | (91,923 | ) | -52.8 | % | |||||||||||||
| Commission income | 259,794 | 364,819 | 46,706 | 105,025 | 40.4 | % | ||||||||||||||
| Government subsidies | 734,059 | 34,261 | 4,386 | (699,798 | ) | -95.3 | % | |||||||||||||
| Others | 145,342 | 29,719 | 3,805 | (115,623 | ) | -79.6 | % | |||||||||||||
| Other income | 1,313,221 | 510,902 | 65,408 | (802,319 | ) | -61.1 | % | |||||||||||||
| Other expenses | ||||||||||||||||||||
| Other expenses | 48,021 | 52,961 | 6,780 | 4,940 | 10.3 | % | ||||||||||||||
| Other expenses | 48,021 | 52,961 | 6,780 | 4,940 | 10.3 | % | ||||||||||||||
| Total other income, net | 1,265,200 | 457,941 | 58,628 | (807,259 | ) | -63.8 | % | |||||||||||||
Sundry income. The Operating Subsidiaries charged handling service fees for services provided to customers on using the multi-asset trading software by the MT4/MT5 (forex trading platforms) service providers. Some customers requested the Operating Subsidiaries to subscribe to such services from the MT4/MT5 service providers and they, in turn, charged such customers. The sundry income was the net amount of sundry income from providing such handling services after deducting the expenses it incurred over the same period. The decrease in sundry income was mainly due to the decrease in customers’ requests for such service.
Commission Income. Commission income represented the commission income received from our related party for business referred by us. We would charge a commission fee at an agreed percentage from the business referred by us to our related party. The increase in commission income was mainly due to the increase in sales referred by us.
Government subsidies. Government subsidies primarily related to (i) one-off entitlements granted by the Hong Kong government pursuant to the Employment Support Scheme under the Anti-epidemic Fund (“ESS”) and (ii) funds for participation in promotion activities in 2023. The Operating Subsidiaries received government subsidies that totaled HK$734,059 and HK$34,261 for the years ended December 31, 2022 and 2023, respectively. The government subsidies for ESS were recognized as other income when they were received because we have (i) not implemented redundancies during the subsidy period; and (ii) spent all the wage subsidies on paying wages to employees. The decrease in government subsidies was mainly due to the decrease in subsidies provided to combat the pandemic.
Realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value.
Realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value represents realized loss on disposal of and change in fair value on financial assets at fair value from certain investment agreements with certain brokerage companies to trade with foreign currencies, at fair value, with the intention to optimize a trading algorithm based on live market interactions. Algorithmic trading, also known as automated trading, is a type of trading that involves using computer programs to make trading decisions. These programs use advanced mathematical algorithms to analyze the market and execute trades automatically, without the need for human intervention. We believe that there will be increasing demand for algorithmic trading and more resources will be invested for enhancing the system. It appears that the clients engaged in leveraged foreign exchange trading prefer to enjoy the benefits brought along by information technology to obtain timely foreign exchange information, the latest market news and automated trading, and, hence, we have been enhancing our trading system’s stability and security to provide clients a reliable and safe platform for round the clock trading. Therefore, we optimize our trading algorithm through live trading in the real foreign exchange market, which allows us to test and refine our system in real-world conditions. The trades of foreign currencies conducted by the Operating Subsidiaries are denominated in the USD and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD and CAD, etc. We clear position limits and floating profit/loss limits are set to manage foreign exchange positions. All daily positions were settled and denominated in USD. The change in fair value on financial assets at fair value was mainly due to the increased volatility in the financial and currency market.
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Interest expenses, net
We incurred interest expenses on bank borrowings which totaled HK$443,577 and HK$483,623 for the years ended December 31, 2022 and 2023, respectively, with an annual effective interest rate of 3.3% and 4.9% during the years ended December 31, 2022 and 2023, respectively. We also recorded a bank interest income of HK$7,826 and HK$130,621 for the years ended December 31, 2022 and 2023, respectively. The increase in our bank interest income was due to the US Federal Reserve continued to raise interest rates.
Income tax expenses
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
China
The Company’s subsidiary, m-FINANCE Software (Shenzhen) Limited (“SZ WFOE”) established in the PRC is subject to PRC Enterprises Income Tax rate of 25% for the years ended December 31, 2022 and 2023.
Hong Kong
In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
Taxation in the statement of income represents:
| For the years ended December 31, | ||||||||||||||||||||
| 2022 | 2023 | 2023 | Variance | % of variance | ||||||||||||||||
| HK$ | HK$ | US$ | HK$ | |||||||||||||||||
| Current tax | 229,355 | (5,877 | ) | (752 | ) | (235,232 | ) | -102.6 | % | |||||||||||
| Deferred tax | 158,490 | 154,186 | 19,739 | (4,304 | ) | -2.7 | % | |||||||||||||
| Total income tax expense | 387,845 | 148,309 | 18,987 | (239,536 | ) | -61.8 | % | |||||||||||||
Our income tax decreased by HK$239,536 from HK$387,845 for the year ended December 31, 2022 to HK$148,309 for the year ended December 31, 2023, primarily due to the decrease in income before income taxes.
Net income. As a result of the foregoing, we reported net income of HK$6,818,599 and HK$6,628,881 for the years ended December 31, 2022 and 2023, respectively.
Other comprehensive income). Income from foreign currency translation adjustment amounted to HK$7,496 and HK$17,866 for the years ended December 31, 2022 and 2023, respectively.
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B. Liquidity and Capital Resources
As of the date of this annual report, we have financed our Operating Subsidiaries’ operations primarily through cash flows from operations and loans from banks and related parties, if necessary. We plan to support our future operations primarily from cash generated from our operations and the net proceeds raised from our IPO.
As of December 31, 2023, we had cash in aggregate of HK$6,810,418 as compared to HK$12,063,731 as of December 31, 2022. We had positive working capital that amounted to HK$3,618,321 as of December 31, 2022 as compared to negative working capital of HK$2,077,323 as of December 31, 2023. We believe such negative working capital was temporary, as (i) we had generated net cash provided by operating activities for each of the years ended December 31, 2022 and 2023; (ii) non-recurring nature of the payment dividend which was made at the discretion of the board of directors and the deferred IPO costs were not expected to increase significantly for the year of 2024; and (iii) we generated net income for each of the fiscal years ended December 31, 2022 and 2023. Our working capital requirements were influenced by the size of the operations, the volume and dollar value of the sales contracts of our Operating Subsidiaries, the progress of execution of our customer contracts, and the timing for collecting accounts receivable, and payment of accrued expenses.
On March 23, 2022, m-FINANCE declared an interim dividend of HK$0.863 per share (equivalent to US$0.111 per share), or HK$10,000,000 in aggregate (equivalent to US$1,281,805), to its shareholder, which was settled in cash on March 24, 2022. On June 30, 2022, m-FINANCE declared an interim dividend of HK$0.691 per share (equivalent to US$0.089 per share) or HK$8,000,000 (equivalent to US$1,025,444), to its shareholder, and the amount of the dividend payable was concurrently settled by netting off the outstanding amounts due from related parties. On August 15, 2022, m-FINANCE declared an interim dividend of HK$0.873 per share (equivalent to US$0.112 per share) or HK$10,114,311 in aggregate (equivalent to US$1,296,457), to its shareholder, and the dividend payable was concurrently settled by netting off the outstanding amounts due from the related parties. The amounts due from related parties were presented as a reduction of the shareholder’s equity pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. On March 27, 2023, the Company declared an interim dividend of HK$0.218 per share (equivalent to US$0.028 per share), or HK$2,528,413 in aggregate (equivalent to US$324,093), to its shareholder, which was settled in cash on the same day. On July 31, 2023, the Company declared an interim dividend of HK$0.242 per share (equivalent to US$0.031 per share), or HK$2,800,800 in aggregate (equivalent to US$359,008), to its shareholder, which was settled in cash on the same day.
As of December 31, 2023, we had an outstanding bank borrowing balance of HK$9,926,756, of which the bank borrowings of HK3,863,852 that would be payable within one year and the bank borrowings of HK$6,062,904 that would be payable after one year but within 5 years. The bank borrowings had an annual effective interest rate of 4.87%.
For the years ended December 31, 2021, 2022 and 2023, we had realized loss on disposal of financial assets at fair value and change in fair value on financial assets at fair value in the aggregate amounts of HK$676,445, HK$1,157,650 and HK$9,965, respectively, from trading in foreign currencies, at fair value, with the intention to optimize a trading algorithm based on live market interactions. Algorithmic trading, also known as automated trading, is a type of trading that involves using computer programs to make trading decisions. These programs use advanced mathematical algorithms to analyze the market and execute trades automatically, without the need for human intervention. We believe that there will be increasing demand for algorithmic trading and more resources will be invested for enhancing the system. It appears that the clients engaged in leveraged foreign exchange trading prefer to enjoy the benefits brought along by information technology to obtain timely foreign exchange information, the latest market news and automated trading, and, hence, we have been enhancing our trading system’s stability and security to provide clients a reliable and safe platform for round the clock trading. Therefore, we optimize our trading algorithm through live trading in the real foreign exchange market, which allows us to test and refine our system in real-world conditions. The trades of foreign currencies conducted by the Operating Subsidiaries are denominated in the USD and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD and CAD, etc. We clear position limits and floating profit/loss limits are set to manage foreign exchange positions. The change in fair value on financial assets at fair value was mainly due to the increased volatility in the financial and currency market in 2021 and 2022. For the years ended December 31, 2021, 2022 and 2023, we traded foreign currencies of monthly average transaction amounts of US$259.2 million, US$120.7 million and US$0.3 million, respectively. In view of the increased volatility in the financial and currency market, we have lowered our trading in foreign currencies for the year ended December 31, 2023. The monthly average number of transactions were 4,620 trades, 2,384 trades and 250 trades for the years ended December 31, 2021, 2022 and 2023, respectively. We will assess and monitor the challenges created by the increased volatility in the financial and currency market.
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We believe that our current cash and cash flows provided by operating activities, loans from banks, and the net proceeds from our IPO will be sufficient to meet our working capital needs in the next 12 months from the date of this annual report. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we determine to accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
The following table sets forth a summary of our cash flows for the periods indicated:
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Net cash provided by operating activities | 12,734,753 | 13,496,487 | 11,324,808 | 1,449,871 | ||||||||||||
| Net cash used in investing activities | (11,346,697 | ) | (2,125,093 | ) | (5,685,740 | ) | (727,924 | ) | ||||||||
| Net cash used in financing activities | (10,641,086 | ) | (9,403,066 | ) | (10,887,289 | ) | (1,393,858 | ) | ||||||||
| Effect of exchange rate changes on cash | 545 | 13,820 | (5,092 | ) | (651 | ) | ||||||||||
| Net increase (decrease) in cash | (9,252,485 | ) | 1,982,148 | (5,253,313 | ) | (672,562 | ) | |||||||||
| Cash at the beginning of year | 19,334,068 | 10,081,583 | 12,063,731 | 1,544,474 | ||||||||||||
| Cash at the end of year | 10,081,583 | 12,063,731 | 6,810,418 | 871,912 | ||||||||||||
Operating activities
Net cash provided by operating activities amounted to HK$11,324,808 for the year ended December 31, 2023, mainly derived from (i) net income of HK$6,628,881 for the year ended December 31, 2023; (ii) various non-cash items of HK$8,444,393, such as amortization of intangible assets of HK$5,514,165, amortization of right-of-use assets and interest of lease liabilities of HK$1,633,106, allowance for credit losses of HK$998,020 and depreciation of property and equipment of HK$134,951; and (iii) changes in operating assets and liabilities of HK$3,734,567. Changes in operating assets and liabilities mainly included (i) an increase in accounts receivable of HK$2,444,125, which was mainly due to more billing to customers based on services provided closer to the year ended December 31, 2023; (ii) a decrease in operating lease liabilities of HK$1,659,126, mainly due to the recognition of operating lease expenses on a straight-line basis over the lease term; and (iii) an increase in contract liabilities of HK$420,517 due to more advances received from customers under the new projects.
Net cash provided by operating activities amounted to HK$13,496,487 for the year ended December 31, 2022, mainly derived from (i) net income of HK$6,818,599 for the year ended December 31, 2022; (ii) various non-cash items of HK9,891,062, such as amortization of intangible assets of HK$6,160,391, amortization of right-of-use assets and interest of lease liabilities of HK$1,695,259, change in fair value on financial assets at fair value of HK$1,157,650, depreciation of property and equipment of HK$222,173 and deferred tax expenses of HK$158,490; and (iii) changes in operating assets and liabilities of HK$3,213,174. Changes in operating assets and liabilities mainly included (i) a decrease in operating lease liabilities of HK$1,663,674, mainly due to the recognition of operating lease expenses on a straight-line basis over the lease term; (ii) a decrease in contract liabilities of HK$1,275,002, due to the completion of projects near the year end; (iii) an increase in accounts receivables of HK$949,239, which was mainly due to more billing to customers based on services provided closer to the year end of December 31, 2022; (iv) a decrease in prepaid expenses and other current assets of HK$520,618, which was mainly due to the refund of a rental deposit for the expired lease and the timing of payments for internet service costs; and (v) an increase in tax payable of HK$229,355, which was primarily due to income tax expense accrued in the year ended December 31, 2022.
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Net cash provided by operating activities amounted to HK$12,734,753 for the year ended December 31, 2021, mainly derived from (i) net income of HK$10,349,595 for the year ended December 31, 2021; (ii) various non-cash items of HK$9,058,615, such as amortization of intangible assets of HK$5,996,618, amortization of right-of-use assets and interest of lease liabilities of HK$1,700,859, change in fair value on financial assets at fair value of HK$660,325, deferred tax expenses of HK$431,630 and depreciation of property and equipment of HK$253,063; and (iii) changes in operating assets and liabilities of HK$6,673,457. Changes in operating assets and liabilities mainly included (i) a decrease in contract liabilities of HK$4,679,419 due to the completion of projects near the year end; (ii) a decrease in operating lease liabilities of HK$1,665,000, mainly due to the recognition of operating lease expenses on a straight-line basis over the lease term; (iii) an increase in accrued expenses and other current liabilities of HK$666,788, which was attributable primarily to the timing of our payment of annual bonuses and legal and professional fees; (iv) an increase in long term deposit of HK$479,076, due to the increase in rental deposit; (v) an increase in accounts receivables of HK$436,514, which was mainly due to more billing to customers based on services provided closer to the year end of December 31, 2021; and (vi) an increase in prepaid expenses and other current assets of HK$72,146.
Investing activities
Net cash used in investing activities amounted to HK$5,685,740 for the year ended December 31, 2023, representing costs to obtain and develop software of HK$7,270,898 and purchase of property and equipment of HK$48,157, and was partially offset by disposals of financial assets at fair value of HK$1,633,315 during the year ended December 31, 2023.
Net cash used in investing activities amounted to HK$2,125,093 for the year ended December 31, 2022, representing costs to obtain and develop software of HK$5,993,675, purchases of financial assets at fair value of HK$156,000 and purchase of property and equipment of HK$41,721, and was partially offset by disposals of financial assets at fair value of HK$4,068,302 during the year ended December 31, 2022.
Net cash used in investing activities amounted to HK$11,346,697 for the year ended December 31, 2021, representing costs to obtain and develop software of HK$6,959,773, purchases of financial assets at fair value of HK$5,950,000 and purchase of property and equipment of HK$267,010, and was partially offset by disposals of financial assets at fair value of HK$1,870,086 during the year ended December 31, 2021.
Financing activities
Net cash used in financing activities amounted to HK$10,887,289 for the year ended December 31, 2023, which included the dividend paid to a shareholder of HK$5,329,213, repayment of bank borrowings of HK$3,693,642 and an increase in deferred IPO costs of HK$1,864,434.
Net cash used in financing activities amounted to HK$9,403,066 for the year ended December 31, 2022, which included the dividend paid to a shareholder of HK$10,000,000, an increase in deferred initial public offering costs of HK$3,119,900 and repayment of bank borrowings of HK$2,396,598, and was offset by the repayments from the related parties of HK$6,117,332 during the year ended December 31, 2022.
Net cash used in financing activities amounted to HK$10,641,086 for the year ended December 31, 2021, which included the advances to the related parties of HK$13,003,024 and the repayment of bank borrowings of HK$1,485,212, and was offset by the proceeds from bank borrowings of HK$3,847,150 during the year ended December 31, 2021.
Off-balance sheet arrangements
We did not have, during the periods presented, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2023:
| Payments due by period | ||||||||||||
| Total | Less than 1 year | 1-3 years | ||||||||||
| HK$ | HK$ | HK$ | ||||||||||
| Bank borrowings | 9,926,756 | 3,863,852 | 6,062,904 | |||||||||
| Operating lease obligation | 2,963,133 | 1,392,826 | 1,570,307 | |||||||||
| 12,889,889 | 5,256,678 | 7,633,211 | ||||||||||
| Payments due by period | ||||||||||||
| Total | Less than 1 year | 1-3 years | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Bank borrowings | 1,270,885 | 494,674 | 776,211 | |||||||||
| Operating lease obligation | 379,359 | 178,318 | 201,040 | |||||||||
| 1,650,244 | 672,992 | 977,251 | ||||||||||
Capital expenditures
For the years ended December 31, 2021, 2022 and 2023, we purchased HK$267,010, HK$41,721 and HK$48,157, respectively, of property and equipment mainly for use in our Operating Subsidiaries’ operations. For the years ended December 31, 2021, 2022 and 2023, we purchased HK$40,000, HK$1,999 and nil, respectively, of intangible assets mainly for use in our Operating Subsidiaries’ operations. Subsequent to December 31, 2023 and as of the date of this annual report, we did not purchase any material property and equipment, and intangible assets for operational use. We do not have any other material commitments to capital expenditures as of December 31, 2023 or as of the date of this annual report.
Inflation
Inflation did not materially affect the business or the results of operations of our Operating Subsidiaries.
Seasonality
The nature of our Operating Subsidiaries’ business does not appear to be affected by seasonal variations.
C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company — B. Business Overview — Research and Development” and “Item 4. Information on the Company — B. Business Overview — Properties — Intellectual Property.”
D. Trend Information
The financial trading solutions services provided by the Operating Subsidiaries are affected by the capital market in Hong Kong. Any material deterioration in the financial trading industry and capital market in Hong Kong could materially and adversely affect the business and prospects of our Operating Subsidiaries. The Hong Kong financial and capital market is susceptible to global factors, including, but not limited to, interest rate fluctuations, volatility of foreign currency exchange rates and monetary policy changes. When there are unfavorable changes to global or local economic conditions, the financial and securities market in Hong Kong may be negatively affected.
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Other than as disclosed under this subheading and elsewhere in this annual report, we are not aware of any other trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition.
E. Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations relates to our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
Our critical accounting policies and practices include the following: (i) revenue recognition and (ii) intangible assets. For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2 – Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this annual report.
Provision for credit losses
We carry accounts receivable at the face amounts less a reserve for estimated credit losses. As of December 31, 2022, we recorded an allowance for doubtful accounts related to accounts receivable of HK$497,099. We estimated our reserve for credit losses using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Consequently, to reflect the cumulative effects of the adoption of ASC 326, we recorded the balance of the reserve for credit losses was HK$497,099 as of January 1, 2023 and there is no material impact over the initial adoption of CECL model. During the year ended December 31, 2023, we recorded HK$998,020 adjustments for credit losses on the consolidated financial statement related to accounts receivable. As of December 31, 2023, the reserve for credit losses was HK$1,495,119 (US$191,415).
Impairment assessment for the internally developed software
For the years ended December 31, 2021, 2022 and 2023, we capitalized the research and development costs of HK$6,959,773, HK$5,993,675 and HK$7,270,898 (US$930,866), respectively, as intangible assets. Our internally developed software is amortized over its estimated useful lives and is reviewed for impairment if indicators of impairment arise. Indicators we reviewed included whether there was a significant change in the business environment as a whole, a significant adverse change in the extent or manner in which our assets are being used, a significant adverse change in legal factors affecting our assets and a cash flow loss. In performing its qualitative assessment, our management assessed that there is no impairment on any in progress projects or finalized projects due to continue business growth and the business is profitable. We did not recognize any impairment on intangible assets and in preparing its financial statements for the periods presented and we did not consider it reasonably likely these considerations would change significantly based upon our current outlook, the assessment of the recoverability of intangible assets did not involve a significant level of estimation uncertainty that had, or was reasonably likely to have had, a material impact on the financial condition or results of our operations for the years ended December 31, 2021, 2022 and 2023.
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Recently accounting pronouncements
See the discussion of the recent accounting pronouncements contained in the notes to the consolidated financial statements, “Note 2 – Summary of Significant Accounting Policies.”
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report. The business address of all of our directors and executive officers is Unit 1801, Fortis Tower, 77-79 Gloucester Road, Wan Chai, Hong Kong.
| Directors and Executive Officers | Age | Position/Title | ||
| Tai Wai (Stephen) Lam | 57 | Chairman and Executive Director | ||
| Chi Weng Tam | 52 | Executive Director and Chief Executive Officer | ||
| Sui Yee Yeung | 43 | Chief Financial Officer | ||
| Sum (Philip) Cheng | 59 | Independent Director | ||
| Lai Sum (Christina) Liu | 70 | Independent Director | ||
| Cheuk Ho Chan | 57 | Independent Director |
The following is a brief biography of each of our current directors and executive officers:
Mr. Tai Wai (Stephen) Lam is the co-founder, chairman, and executive director of our Company. He joined m-FINANCE Limited in 2003 as Chief Technology Officer and is currently serving as the Managing Director of m-FINANCE. He has over 30 years of experience in Information Technology and business management, covering fields of software development, business consulting, financial technology, and e-commerce. Prior to joining m-FINANCE, Mr. Lam was the Senior Information Technology Manager of the Hong Kong SAR Government and had led several e-Government projects. Mr. Lam used to hold senior positions in commercial firms, including Senior Consultant of World-wide Professional Services in Canada of Netscape Communications Corporation, Senior Consultant Manager of SINA.com, Technical Director of 36.com Holdings Limited (previously a listed company on the Hong Kong Stock Exchange). Mr. Lam obtained a Master of Business Administration from the University of Western Sydney, Australia in 2003 and a Bachelor of Science degree in Computational Science and Management Studies from the University of Leeds, United Kingdom in 1989.
Mr. Chi Weng Tam is the co-founder, executive director, and Chief Executive Officer of our Company. He is an accomplished executive with over 25 years of experience in the IT and Finance industries. In his role, Mr. Tam is responsible for overseeing the day-to-day management of our Operating Subsidiaries, including business operations, business development, sales and marketing, strategic planning, policy settings, as well as supervising human resources and administrative functions. He joined our operating subsidiary, m-FINANCE Limited, in November 2011 as Chief Operating Officer and later assumed the role of Chief Executive Officer in August 2015. In December 2015, he was appointed as an executive director of the Operating Subsidiaries. Prior to joining our Operating Subsidiaries, Mr. Tam held senior management positions in various other companies. At VanceInfo Technologies Limited, an IT service provider listed on the New York Stock Exchange, he served as a Director of Major Accounts, delivering world-class IT consulting, enterprise solutions, and outsourcing services to numerous leading Fortune 500 companies. He also held the position of Team Leader of Business Development at Arkadin, a French company specializing in customized collaboration solutions for multinational companies across Europe, the United States, and the Asia Pacific region. Additionally, Mr. Tam served as the General Manager at GlobalTec Hong Kong Limited, where he marketed trending analysis software to individuals and financial institutions. Prior to that, he worked as a Director of Web Business at Finet Holdings Limited, a service provider listed on the Hong Kong Stock Exchange, focusing on providing financial information services and technology solutions to corporate clients and individual investors. At UNiSOFT, an IT training service provider in Hong Kong, Mr. Tam held the positions of Executive Director and Marketing Director, delivering IT certification training services to both corporate clients and individuals. Mr. Tam obtained a degree of Bachelor of Business Administration (Honours) from Lingnan University, Hong Kong.
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Ms. Sui Yee Yeung is the Chief Financial Officer of our Company. Ms. Yeung joined the Operating Subsidiaries as the Senior Accountant in July 2017 and has served as the Finance Manager of the Operating Subsidiaries since July 2018 and the Chief Financial Officer of m-FINANCE since June 2022. Ms. Yeung has had over 18 years of professional experience across finance and accounting, compliance, internal controls, taxation and public accounting. Prior to joining our Operating Subsidiaries, Ms. Yeung was a financial leader with a blend of experience at local and multinational corporations. Ms. Yeung obtained a Bachelor of Accounting degree from the University of Hong Kong and she is a member of the CPA Australia.
Mr. Sum (Philip) Cheng is our independent director. Mr. Cheng is a senior partner of Cheng, Yeung & Co. Certified Public Accountants (Practising). Before joining Cheng, Yeung & Co. Certified Public Accountants (Practising) in March 2006, Mr. Cheng was a managing director of Lam, Kwok, Kwan & Cheng CPA Limited. Mr. Cheng is a Member of The Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Accountants in England and Wales, The Chartered Global Management Accountants, The Chartered Institute of Management Accountants, The Association of Chartered Certified Accountants and The Association of International Accountants. Mr. Cheng has over 35 years’ experience in assurance and financial advisory services. He has extensive experience in the auditing of private companies in different business sectors, including information technology, manufacturing, real estate, transportation, health care, food and beverage, and retail. Mr. Cheng specializes in Business Assurance, Financial Management, Financial Reporting, and Business Management Consultancy. He has been a Chartered Tax Adviser since 1998. He has extensive knowledge in Hong Kong Tax and has practical experience in handling many of Field Audits, Tax Investigations, and Tax Appeal Cases over 30 years. Mr. Cheng qualified in 1996, and obtained his Master’s Degree in Professional Accounting from The Hong Kong Polytechnic University in 2000.
Ms. Lai Sum (Christina) Liu is our independent director. Ms. Liu has been working in the financial industry in Hong Kong for over 40 years, covering securities, futures, gold, foreign exchange, funds and financing etc. Ms. Liu has been the Responsible Officer for Type 1 (Dealing in securities), Type 2 (Dealing in futures contracts), Type 4 (Advising on securities), Type 5 (Advising on futures contracts) and Type 9 (Asset management) regulated activities and she has enriched working experience in several well-known financial institutions including Wocom Securities Limited (a subsidiary of Wing On Company International Ltd), SBI China Capital Securities Limited, RHB Securities Hong Kong Limited (“RHB”), Yuanta Asia Investment (Hong Kong) Limited (formerly known as Polaris Securities (Hong Kong) Ltd), South China Securities Limited and Huajin Securities (International) Limited. During Ms. Liu’s tenure with RHB, RHB ranked No. 1 in Hong Kong Hang Seng Index in terms of the trading volume for the futures. Ms. Liu has also successfully introduced a private enterprise company to be listed in Hong Kong when she served as the Business Development Director in South China Securities Limited. She then served as Vice President in a licensed financial company established by Huafa Group, which is directly controlled under the Zhuhai People’s Government, China. Ms. Liu obtained the Hong Kong General Certificate of Education in 1975.
Mr. Cheuk Ho Chan is our independent director. He obtained a bachelor’s degree in business administration from the Chinese University of Hong Kong in 1989 and a master’s degree in business administration from the University of Manchester in 2003. Mr. Chan has been a fellow member of the Hong Kong Institute of Certified Public Accountants since 2003. In the past twenty years, Mr. Chan has been the finance director, financial controller, and company secretary of several companies listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “HK Stock Exchange”). He is currently an independent non-executive director of Eagle Nice (International) Holdings Limited, the issued shares of which are listed on the Main Board of the HK Stock Exchange (stock code: 2368) since November 2002, an independent non-executive director of EPS Creative Health Technology Group Limited, the issued shares of which are listed on the Main Board of the HK Stock Exchange (stock code: 3860) since July 2021, an independent non-executive director of Winshine Science Company Limited the issued shares of which are listed on the Main Board of the HK Stock Exchange (stock code: 209) since June 2023 and an independent non-executive director of Gudou Holdings Limited the issued shares of which are listed on the Gem Board of the HK Stock Exchange (stock code: 8308) since Dec 2023, respectively. He was the chief financial officer and financial controller in different corporations for over twenty years, most of which corporations are listed with the HK Stock Exchange, such as Pine Technology Holdings Limited (stock code:1079), North Asia Resources Holdings Limited (stock code: 61), China Best Group Holding Limited (stock code: 370), China Golden Development Holdings Limited (stock code: 162) and Surge Recreation Holdings Limited (stock code: 703). He was previously an executive director of Pine Technology from June 2017 to May 2022 and Wai Chun Bio-technology Limited (“Wai Chun Bio-technology”), the issued shares of which are listed on the Main Board of the HK Stock Exchange (stock code: 660) from July 2022 to March 2023, respectively. He was previously also an independent non-executive director of Wai Chun Bio-technology Limited from November 2020 to July 2022 and an independent non-executive director of Wai Chun Group Holdings Limited, the issued shares of which are listed on the Main Board of the HK Stock Exchange (stock code:1013) from March 2022 to July 2022, respectively.
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Board Diversity
The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
| Board Diversity Matrix | |||||||
| Country of Principal Executive Offices: | Hong Kong, China | ||||||
| Foreign Private Issuer | Yes | ||||||
| Disclosure Prohibited under Home Country Law | No | ||||||
| Total Number of Directors | 5 | ||||||
| Female | Male | Non- Binary |
Did
Not Disclose Gender | ||||
| Part I: Gender Identity | |||||||
| Directors | 1 | 4 | 0 | 0 | |||
| Part II: Demographic Background | |||||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | ||||||
| LGBTQ+ | 0 | ||||||
| Did Not Disclose Demographic Background | 0 | ||||||
Family Relationships
None of our 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 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.
Controlled Company
Our biggest shareholder, Gaderway Investments Limited, owns approximately 68.27% of the aggregate voting power of our outstanding Ordinary Shares as of the date of this annual report. As a result, we may be deemed to be a “controlled company” within the meaning of the NASDAQ listing standards. Gaderway Investments Limited, has the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. If we are deemed to be a “controlled company”, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:
| ● | the requirement that a majority of the board of directors consist of independent directors; | |
| ● | the requirement that our director nominees be selected or recommended solely by independent directors; and | |
| ● | the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees. |
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Although we do not intend to rely on the controlled company exemptions under the NASDAQ listing standards even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, our shareholders would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Capital Market.
B. Compensation
| Tai Wai (Stephen) Lam (Executive Director) | $ | 378,000 | ||
| Chi Weng Tam (Chief Executive Officer and Executive Director) | $ | 378,000 | ||
| Sui Yee Yeung (Chief Financial Officer) | $ | 233,252 |
C. Board Practices
Board of Directors
Our board of directors consists of five directors.
Duties of Directors
Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account, without limitation, the nature of the Company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes our Memorandum and Articles or the BVI Act. In fulfilling their duty of care to us, our directors must ensure compliance with our Memorandum and Articles. We have the right to seek damages if a duty owed by our directors is breached.
The functions and powers of our board of directors include, among others:
| ● | appointing officers and determining the term of office of the officers; | |
| ● | authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable; | |
| ● | exercising the borrowing powers of the Company and mortgaging the property of the Company; | |
| ● | executing checks, promissory notes and other negotiable instruments on behalf of the Company; and | |
| ● | managing, directing or supervising the business and affairs of the Company. |
Terms of Directors and Executive Officers
All of our executive officers are appointed by and serve at the discretion of our board of directors.
Qualification
There is currently no shareholding qualification for directors.
Insider Participation Concerning Executive Compensation
Our board of directors make all determinations regarding executive officer compensation from the time the Company first enters into employment agreements with executive officers up until the establishment of the compensation committee (considered further below).
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Committees of the Board of Directors
We have established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Even though we are exempted from corporate governance standards because we are a foreign private issuer, we have voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee. Our audit committee consists of Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan. Sum (Philip) Cheng is the chairman of our audit committee. We have determined that Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Sum (Philip) Cheng qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the NASDAQ Listing Rules. 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 Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan. Lai Sum (Christina) Liu is the chairman of our compensation committee. We have determined that Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
| ● | reviewing and approving to the board with respect to the total compensation package for our most senior executive officers; | |
| ● | approving and overseeing the total compensation package for our executives other than the most senior executive officers; | |
| ● | reviewing and recommending to the board with respect to the compensation of our directors; | |
| ● | reviewing periodically and approving any long-term incentive compensation or equity plans; | |
| ● | selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and | |
| ● | programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. |
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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan. Cheuk Ho Chan is the chairperson of our nominating and corporate governance committee. We have determined that Sum (Philip) Cheng, Lai Sum (Christina) Liu and Cheuk Ho Chan satisfy the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules and Rule 10A-3 under the Securities Exchange Act. The nominating and corporate governance 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 and corporate governance committee is responsible for, among other things:
| ● | identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; | |
| ● | reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us; | |
| ● | identifying and recommending to our board the directors to serve as members of committees; | |
| ● | advising the board periodically with respect 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 our board of directors on all matters of corporate governance and on any corrective action to be taken; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Corporate Governance
The business and affairs of the Company are managed under the direction of our board of directors. We have conducted board meetings regularly since inception. Each of our directors has attended all meetings either in person, or via telephone conference, or the directors have passed resolutions through written consent. In addition to the contact information in this annual report, the board has adopted procedures for communication with the officers and directors as the date hereof. Each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the Company at our annual shareholders’ meetings. All communications from shareholders are relayed to the members of our board of directors.
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics applicable to all of our directors, officers, and employees. We have made our code of business conduct and ethics publicly available on our website.
Compensation Recovery Policy
We have adopted a compensation recovery policy to provide for the recovery of erroneously-awarded incentive compensation, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, final SEC rules, and applicable listing standards.
Agreements with Named Executive Officers
We have entered into employment agreements with our chief executive officer and chief financial officer. Each of our executive officers is employed unless terminated by either the executive officer or by us. Each employment agreement provides that we may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Pursuant to the terms of the employment agreements, each executive officer has agreed to hold, both during and after the date employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his employment and for one year following termination of the employment.
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2022 Equity Incentive Plan
We intend to adopt a 2022 Stock Option Plan (the “Plan”). The Plan is a stock-based compensation plan that provides for discretionary grants of stock options to key employees, directors and consultants of the Company. The purpose of the Plan is to recognize contributions made to our Company and its Operating Subsidiaries by such individuals and to provide them with additional incentive to achieve the objectives of our Company. No grants have been made under the plan as of the date hereof. The following is a summary of the Plan and is qualified by the full text of the Plan.
Administration. The Plan will be administered by our board of directors, or, once constituted, the Compensation Committee of the board of directors (we refer to body administering the Plan as the “Committee”).
Number of Ordinary Shares. The number of Ordinary Shares that may be issued under the Plan is the maximum aggregate number of Ordinary Shares reserved and available pursuant to this Plan shall be the aggregate of [*]. If there is a forfeiture or termination without the delivery of Ordinary Shares or of other consideration of any option made under the Plan, the Ordinary Shares underlying such option, or the number of Ordinary Shares otherwise counted against the aggregate number of Ordinary Shares available under the Plan with respect to the option, to the extent of any such forfeiture or termination, shall again be, or shall become, available for granting options under the Plan. The number of Ordinary Shares issuable under the Plan is subject to adjustment, in the event in the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of the company or any similar corporate transaction. Except as the board of directors or the Committee determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Option. In the event of a spin-off transaction, the board of director or the Committee may in its discretion make such adjustments and take such other action as it deems appropriate with respect to outstanding Options under the Plan.
Eligibility. All persons as the board of directors or the Committee may select from among the employees, directors, and consultants of the Company. To the extent a grantee is a consultant, such recipient must be a natural person who has provided bona fide services to our Company, not in connection with the offer or sale of securities in capital-raising transactions or in connection with promotion or maintenance of a market for our securities.
Stock Options. The board of directors or Committee shall determine the provisions, terms, and conditions of each option including, but not limited to, the option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, shares, cashless settlement, or other consideration) upon settlement of the option, payment contingencies and the exercise price; each option will last for the term stated in the option agreement, provided, however that in the case of an option that is to qualify as an Incentive Share Option as such term is defined in Section 422 of the Code, the term shall not exceed ten (10) years. It is intended that stock options qualify as “performance-based compensation” under Section 162(m) of the Code and thus be fully deductible by us for federal income tax purposes, to the extent permitted by law.
Payment for Stock Options and Withholding Taxes. The board of directors or Committee may make one or more of the following methods available for payment of an option, including the exercise price of a stock option, and for payment of the minimum required tax obligation associated with an award: (i) cash; (ii) check; (iii) with respect to options, payment through a broker-dealer sale and remittance procedure pursuant to which the optionee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Ordinary Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Ordinary Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Ordinary Shares directly to such brokerage firm in order to complete the sale transaction; (iv) cashless election; or (v) any combination of the foregoing methods of payment.
No Ordinary Shares shall be delivered under the Plan to any optionee or other person until such optionee or other person has made arrangements acceptable to the board of directors or Committee for the satisfaction of any national, provincial or local income and employment tax withholding obligations. Upon exercise of an option the Company shall have the right, but not the obligation (except as required by applicable law), to withhold or collect from optionee an amount sufficient to satisfy such tax obligations. The optionee will be solely responsible for his/her own tax obligations.
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Amendment of Award Agreements; Amendment and Termination of the Plan; Term of the Plan. The board of directors may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws, or if such amendment would adversely affect the right of any participant under any agreement in any material way without the written consent of the participant. No option may be granted during any suspension of the Plan or after termination of the Plan. No suspension or termination of the Plan shall adversely affect any rights under options already granted to an optionee. The Plan shall become effective on the date of the Company’s contemplated initial public offering is effective. It shall continue in effect for a term of ten (10) years unless sooner terminated or unless renewed for another period not to exceed ten (10) years pursuant to shareholder approval.
Notwithstanding the foregoing, neither the Plan nor any outstanding option agreement can be amended in a way that results in the repricing of a stock option. Repricing is broadly defined to include reducing the exercise price of a stock option or cancelling a stock option in exchange for cash, other stock options with a lower exercise price or other stock awards. (This prohibition on repricing without shareholder approval does not apply in case of an equitable adjustment to the awards to reflect changes in the capital structure of the company or similar events.)
No option may be granted under the Plan on or after the 10th anniversary of the effective date of the Plan.
As of the date of this annual report, we have not adopted the Plan or any equity incentive plans and have not issued any stock-based compensation.
D. Employees
See “Item 4. Information on the Company—B. Business Overview—Employees.”
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this annual report for:
| ● | each of our directors and executive officers; and | |
| ● | each person known to us to own beneficially more than 5.0% of our Ordinary Shares |
Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 13,251,667 Ordinary Shares outstanding as of April 24,2024.
Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Ordinary Shares shown as beneficially owned by them.
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| Principal Shareholders | ||||||||||||
| Ordinary Shares Beneficially Owned | Percentage of Voting Power | |||||||||||
| Number | Percent | Percent | ||||||||||
| Directors and Executive Officers: | ||||||||||||
| Tai Wai (Stephen) Lam | 5,567,457 | 42.01 | % | 42.01 | % | |||||||
| Chi Weng Tam | 3,479,435 | 26.26 | % | 26.26 | % | |||||||
| Sui Yee Yeung | — | — | — | |||||||||
| Sum (Philip) Cheng | — | — | — | |||||||||
| Lai Sum (Christina) Liu | — | — | — | |||||||||
| Cheuk Ho Chan | — | — | — | |||||||||
| All directors and executive officers as a group | 9,046,892 | 68.27 | % | 68.27 | % | |||||||
| 5% Principal Shareholders: | ||||||||||||
| Gaderway Investments Limited | 9,046,892 | (1) | 68.27 | % | 68.27 | % | ||||||
| (1) | These shares are held by Gaderway Investments Limited, a British Virgin Islands company, approximately 61.54% of which is held by Mr. Tai Wai (Stephen) Lam and approximately 38.46% by Mr. Chi Weng Tam, each of whom is a director of Gaderway Investments Limited. They collectively hold the voting powers (and dispositive powers) over the Ordinary Shares held by Gaderway Investments Limited. The registered address of Gaderway Investments Limited is: Vistra Corporate Services Centre, Wickham Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Transactions with Related Parties
a. Due from related parties
| (a) | Tai Wai (Stephen) Lam, a director and a shareholder of the Company. | |
| (b) | Chi Weng Tam, a director, an executive officer and a shareholder of the Company. | |
| (c) | PrimeTime Global Technologies Limited, controlled by DTXS FinTech Holdings Limited. | |
| (d) | PrimeTime Global Markets Limited, controlled by DTXS PrimeTime Holdings Limited. | |
| (e) | DTXS Fintech Holdings Limited, controlled by Metallic Icon Limited. | |
| (f) | Metallic Icon Limited, controlled by Gaderway Investments Limited. | |
| (g) | DTXS PrimeTime Holdings Limited, controlled by Metallic Icon Limited. | |
| (h) | Gaderway Investments Limited, the shareholder of the Company. | |
| (i) | Digital Mind Holdings Limited, controlled by Metallic Icon Limited. |
As of December 31, 2021, 2022 and 2023, the balances of amounts due from related parties were as follows:
| 2021 | 2022 | 2023 | 2023 | |||||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||||
| Tai Wai (Stephen) Lam (a) | (1) | 5,794,360 | - | - | - | |||||||||||||
| Chi Weng Tam (b) | (1) | 3,338,543 | - | - | - | |||||||||||||
| PrimeTime Global Technologies Limited (c) | (2) | 160,825 | - | - | - | |||||||||||||
| PrimeTime Global Markets Limited (d) | (3) | 462,111 | - | - | - | |||||||||||||
| DTXS Fintech Holdings Limited (e) | (4) | 14,319,362 | - | - | - | |||||||||||||
| Metallic Icon Limited (f) | (5) | 58,172 | - | - | - | |||||||||||||
| DTXS PrimeTime Holdings Limited (g) | (6) | 35,970 | - | - | - | |||||||||||||
| Gaderway Investments Limited (h) | (7) | 62,300 | - | - | - | |||||||||||||
| Digital Mind Holdings Limited (i) | (8) | - | - | - | - | |||||||||||||
| 24,231,643 | - | - | - | |||||||||||||||
| (1) | The balance represented the advances to the directors. These amounts were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G.
|
| (2) | The balance represented fund transfer which were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
| (3) | The balance represented fund transfer which were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
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| (4) | The balance represented the expenses paid on behalf of DTXS Fintech Holdings Limited. These amounts were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
| (5) | The balance represented the expenses paid on behalf of Metallic Icon Limited and fund transfer. These amounts were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
| (6) | The balance represented the expenses paid on behalf of DTXS PrimeTime Holdings Limited. These amounts were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
| (7) | The balance represented the expenses paid on behalf of Gaderway Investments Limited. These amounts were unsecured, interest-free and repayable on demand. The outstanding balances have been assigned to Digital Mind Holdings Limited on June 29, 2022. The amounts due from related parties were presented as a reduction of the shareholder’s equity as of December 31, 2021 pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. |
| (8) | On June 29, 2022, m-FINANCE entered into a sale debt assignment agreement with Digital Mind Holdings Limited, the then shareholder of m-FINANCE, in which m-FINANCE consented to the assignment of amounts owed from the related parties, including Tai Wai (Stephen) Lam, Chi Weng Tam, PrimeTime Global Technologies Limited, PrimeTime Global Markets Limited, DTXS Fintech Holdings Limited, Metallic Icon Limited, DTXS PrimeTime Holdings Limited and Gaderway Investments Limited in the total amount of HK$22,615,322 (equivalent to US$2,898,843) to Digital Mind Holdings Limited. The amounts due from related parties were presented as a reduction of the shareholder’s equity pursuant to the Codification of Staff Accounting Bulletins Topic 4, section G. The amounts due from related parties were presented as a reduction of the shareholder’s equity have been fully settled by (i) netting off the dividend payable in the amounts of HK$10,114,311 (equivalent to US$1,296,457) declared on August 15, 2022 and the remaining balance was settled in cash in August 2022. |
b. Accounts receivable – a related party
As of December 31, 2022 and 2023, the balances of accounts receivable from a related party were as follows:
| 2022 | 2023 | 2023 | ||||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| PrimeTime Global Technologies Limited | (1) | 242,379 | 410,899 | 52,606 | ||||||||||
| (1) | PrimeTime Global Technologies Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. The balance represented the accounts receivable from PrimeTime Global Technologies Limited for the subscription income and commission income. The balances as of December 31, 2022 and 2023 have been settled on May 10, 2023 and February 22, 2024, respectively. For details, please refer to “e. Related Party Transactions” below. |
c. Due to a related party
As of December 31, 2022 and 2023, the balances of amounts due to a related party were as follows:
| 2022 | 2023 | 2023 | ||||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| Gaderway Investments Limited | (1) | 306,110 | 306,110 | 39,190 | ||||||||||
| (1) | Gaderway Investments Limited, the shareholder of the Company. The balance represented the amount advance to the Company. These amounts were unsecured, interest-free and repayable on demand. |
d. Accrued expenses – a related party
As of December 31, 2022 and 2023, the balances of accrued expenses to a related party were as follows:
| 2022 | 2023 | 2023 | ||||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| PrimeTime Global Markets Limited | (1) | 290,160 | - | - | ||||||||||
| (1) | PrimeTime Global Markets Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. The balance represented the accrued expenses to PrimeTime Global Markets Limited for the subscription fee. For details, please refer to “e. Related Party Transactions” below. |
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e. Related Party Transactions
The following is a list of related parties which the Company has transactions with:
| (a) | PrimeTime Global Technologies Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. |
| (b) | PrimeTime Global Markets Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. |
For the years ended December 31, 2021, 2022 and 2023, the related party transactions were as follows:
| 2021 | 2022 | 2023 | 2023 | |||||||||||||||
| Note | HK$ | HK$ | HK$ | US$ | ||||||||||||||
| Outsourcing fee paid to PrimeTime Global Technologies Limited (a) | 1 | 875,358 | 113,410 | - | - | |||||||||||||
| Outsourcing fee paid to PrimeTime Global Markets Limited (b) | 1 | 87,178 | 191,795 | - | - | |||||||||||||
| Subscription fee paid to PrimeTime Global Markets Limited (b) | 2 | 320,566 | 290,160 | - | - | |||||||||||||
| Subscription fee received from PrimeTime Global Technologies Limited (a) | 3 | 190,098 | 180,015 | 46,080 | 5,899 | |||||||||||||
| Sales commission received from PrimeTime Global Technologies Limited (a) | 4 | 284,646 | 235,194 | 364,819 | 46,706 | |||||||||||||
During the years ended December 31, 2022 and 2023, the Company declared dividends to its shareholders. For details, please refer to Note 13. Shareholders’ Equity in the consolidated financial statements.
Notes:
| 1. | The Company outsourced some works to the related parties, PrimeTime Global Markets Limited and PrimeTime Global Technologies Limited for handling software implementation work and supporting services including quality assurance, technical support and maintenance services for the Company and the related parties charged an outsourcing fee for providing such services. Since the Company wants to focus on its human resources for the developing new functions and upgrading existing functions, it outsources some of its ancillary works to related parties and independent third parties. The outsourcing fee was recorded as outsourcing fee in the cost of revenue. | |
| 2. | PrimeTime Global Markets Limited charged the Company for a subscription fee when the Company used PrimeTime Global Markets Limited’s white label services. While PrimeTime Global Markets Limited provided white label hosting support services, the related party transaction is conducive to the stability of the operation of the Company’s white label services. The subscription fee was recorded as expense to net off against the sundry income as other income incurred over the same period. | |
| 3. | The Company charged PrimeTime Global Technologies Limited for a subscription fee when it used the subscription services of the Company. The subscription income was recorded as revenue. | |
| 4. | The Company charged PrimeTime Global Technologies Limited for sales commission from business referred by the Company. The Company will charge a commission fee at an agreed percentage from the sales amount referred by the Company to PrimeTime Global Technologies Limited. The sales commission was recorded as commission income in the other income. |
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| f. | Personal guarantees from related parties for bank loans |
Tai Wai (Stephen) Lam and Chi Weng Tam, the directors and shareholders of the Company, have jointly or severally provided personal guarantees for several bank loans of the Company.
Policies and Procedures for Related Party Transactions
Our board of directors has established an audit committee that is tasked with reviewing and approving all related party transactions.
C. Interests of Experts and Counsel
Not applicable.
Item 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report. See “Item 18. Financial Statements.”
Legal Proceedings
From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.
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Dividend Policy
See “Item 3. Key Information—Dividend Distributions, Cash Transfer, and Tax Consequences.”
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
Item 9. THE OFFER AND LISTING
A. Offer and Listing Details.
Our Ordinary Shares have been listed on the Nasdaq Capital Market since April 22, 2024 under the symbol “MFI.”
B. Plan of Distribution
Not applicable.
C. Markets
Our Ordinary Shares have been listed on the Nasdaq Capital Market since April 22, 2024 under the symbol “MFI.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association, Exhibit 3.1, and the description of differences in corporate laws contained in our registration statement on Form F-1 (File No. 333-274158), as amended, initially filed with the SEC on August 22, 2023.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.
D. Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulations.”
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E. Taxation
The following summary of material British Virgin Islands, Hong Kong, and United States federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Ordinary Shares, such as the tax consequences under state, local, and other tax laws. Unless otherwise noted in the following discussion, this section is the opinion of:
● Hunter Taubman Fischer & Li LLC, our U.S. counsel, insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law;
● Bird & Bird, our Hong Kong counsel, insofar as it relates to legal conclusions with respect to matters of Hong Kong tax law; and
● Ogier, our British Virgin Islands counsel, insofar as it relates to legal conclusions with respect to matters of British Virgin Islands tax law.
Material U.S. Federal Income Tax Consequences Applicable to U.S. Holders of Our Ordinary Shares
The following discussion is a brief 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 has acquired 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 brief discussion is based upon existing U.S. federal tax law as of the date of this annual report, 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 consequences 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, Medicare, and alternative minimum tax considerations, any withholding or information reporting requirements, or any state, local and non-U.S. tax considerations relating to the ownership or disposition of our Ordinary Shares. The following brief 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 market-to-market method of accounting; | |
| ● | certain former U.S. citizens or long-term residents; | |
| ● | governments or agencies or instrumentalities thereof; | |
| ● | tax-exempt entities (including private foundations); | |
| ● | holders who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; | |
| ● | investors that will hold our Ordinary Shares as part of a straddle, hedging, conversion or other integrated transaction for U.S. federal income tax purposes; |
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| ● | persons holding their Ordinary Shares in connection with a trade or business outside the United States; | |
| ● | persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Ordinary Shares); | |
| ● | investors required to accelerate the recognition of any item of gross income with respect to their Ordinary Shares as a result of such income being recognized on an applicable financial statement; | |
| ● | investors that have a functional currency other than the U.S. dollar; | |
| ● | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Ordinary Shares through such entities, all of whom may be subject to tax rules that differ significantly from those discussed below. |
The discussion set forth below is addressed only to U.S. Holders (defined below) that have purchased our Ordinary Shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Ordinary Shares.
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 taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia; | |
| ● | an estate whose income is subject to U.S. federal income taxation regardless of its source; or | |
| ● | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
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 (“PFIC”) Consequences
A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:
| ● | at least 75% of its gross income for such taxable year is passive income; or | |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raised in our IPO will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in our IPO) on any particular quarterly testing date for purposes of the asset test.
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Based on our operations, and the composition of our income and assets (taking into account the current income generated from our investment products purchased from banks), we believe we are not a PFIC for the current taxable year, and we do not believe for the foreseeable future under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for any future taxable year. With the cash we raised in our IPO, together with any other assets held for the production of passive income, it is possible that, for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Ordinary Shares. Accordingly, fluctuations in the market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash raised in our IPO. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Ordinary Shares from time to time and the amount of cash raised in our IPO) that may not be within our control. If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Ordinary Shares.
If we are a PFIC for your taxable year(s) during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Ordinary Shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares; | |
| ● | the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and | |
| ● | the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if you hold the Ordinary Shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of such taxable year over your adjusted basis in such Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed below “— Taxation of Dividends and Other Distributions on our Ordinary Shares” generally would not apply.
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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 (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including NASDAQ. If the Ordinary Shares continue to be regularly traded on NASDAQ and if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of the Ordinary Shares.
If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Ordinary Shares, then such Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Ordinary Shares for tax purposes.
IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Ordinary Shares when inherited from a decedent that was previously a holder of our Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Ordinary Shares, or a mark-to-market election and ownership of those Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Ordinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Ordinary Shares.
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and the elections discussed above.
Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the PFIC rules discussed above, the gross amount of distributions if made by us to you with respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
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With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is an income tax treaty between the United States and the British Virgin Islands, clause (1) above is satisfied. Further, under U.S. Internal Revenue Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently include the NYSE and the NASDAQ Capital Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this annual report. We did not issue or declare any dividends for the current year.
Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that any distributions made in the future will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company rules discussed above, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.
Information Reporting and Backup Withholding
Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the U.S. Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
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Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Ordinary Shares.
Hong Kong Profits Taxation
The Operating Subsidiaries incorporated in Hong Kong were subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong, except for one of the Operating Subsidiaries which is the qualifying group entity under the two-tiered profits tax regime from the year of assessment 2018/2019 onwards. For this subsidiary, the first HK$2,000,000 assessable profits are taxed at the rate of 8.25% and the remaining assessable profits are taxed at 16.5%.
The Inland Revenue (Amendment) (No. 7) Ordinance 2018 enacted on 2 November 2018 provides enhanced tax deduction for expenditures on qualifying research & development (R&D) activities. The amended section 16B allows taxpayers a generous 300% deduction for “Type B expenditure” on the first HK$2 million spent on a qualifying R&D activity and a 200% deduction on expenditure after the first HK$2 million, with no cap on the deductible amount – subject to certain conditions.
Under Hong Kong tax laws, the Operating Subsidiaries are exempted from Hong Kong income tax on its foreign-derived income. In addition, payments of dividends from the Operating Subsidiaries to us are not subject to any withholding tax in Hong Kong. See “Item 3. Key Information—Dividend Distributions, Cash Transfer, and Tax Consequences” for further details on our dividend policy.
British Virgin Islands Taxation
The government of the British Virgin Islands does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the Company or its shareholders who are not tax resident in the British Virgin Islands.
The Company and all distributions, interest and other amounts paid by the Company to persons who are not tax resident in the British Virgin Islands will not be subject to any income, withholding or capital gains taxes in the British Virgin Islands, with respect to the Ordinary Shares in the Company owned by them and dividends received on such Ordinary Shares, nor will they be subject to any estate or inheritance taxes in the British Virgin Islands.
No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not tax resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the Company.
Except to the extent that we have any interest in real property in the British Virgin Islands, all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the British Virgin Islands.
There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to the Company or its shareholders.
There is no income tax treaty or convention currently in effect between the United States and the British Virgin Islands or between Hong Kong and the British Virgin Islands.
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British Virgin Islands Economic Substance Legislation
The British Virgin Islands, together with several other non-European Union jurisdictions, introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the “ES Act”) came into force in the British Virgin Islands introducing certain economic substance requirements for in-scope British Virgin Islands entities which are engaged in certain “relevant activities”, which in the case of companies incorporated before January 1, 2019, will apply in respect of financial years commencing June 30, 2019 onwards.
Based on the ES Act currently, the Company may remain out of scope of the legislation or else be subject to more limited substance requirements. Although it is presently anticipated that the ES Act will have little material impact on the Company or its Operating Subsidiaries’ operations, as the legislation is relatively new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise impact of these legislative changes on the Company.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
I. Subsidiary Information
See “Item 3. Key Information — Our Corporate Structure.”
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk of Financial Instrument
We are subject to financial market risks, including changes in foreign currency exchange rate risk with respect to our investment at fair value consisting of short-term foreign exchange investment made by the Company which is denominated in the US$. The fluctuation in US$ may result in increase or decrease in the value of our investment at fair value. We consider the foreign exchange risk in relation to transactions denominated in US$ with respect to HK$ is not significant as HK$ is pegged to US$.
The trades of foreign currencies conducted by the Company are denominated in the US$ and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD, CAD and NZD, etc. Fluctuation in exchange rates, changes in monetary and/or fiscal policy or inflation in the countries in which the Company paired its trades of foreign currencies could have a material adverse effect on its results of operations. The clear position limits and floating profit/loss limits are set to manage the market risks of its foreign exchange positions.
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Currency Risk
The Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Hong Kong. The Company believes that no significant credit risk exists as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits.
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the management.
For the years ended December 31, 2021, 2022 and 2023, all of the Company’s assets were located in Hong Kong and all of the Company’s revenue were derived from its subsidiaries located in Hong Kong. The Company has a concentration of its revenue and accounts receivable with specific customers.
For the year ended December 31, 2021, one customer accounted for 10.5% of the Company’s total revenue. For the year ended December 31, 2022, one customer accounted for approximately 18.0% of the Company’s total revenue. For the year ended December 31, 2023, no customer accounted for over 10% of the Company’s total revenue.
Two customers’ accounts receivable accounted for 27.2% and 21.4% of the total accounts receivable as of December 31, 2022, respectively. Two customers’ accounts receivable accounted for 13.9% and 10.1% of the total accounts receivable as of December 31, 2023, respectively.
For the years ended December 31, 2021, 2022 and 2023, no vendor accounted for over 10% of the Company’s total purchase.
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
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Part II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number 333-274158) for our initial public offering, which was declared effective by the SEC on March 29, 2024. In April 2024, we completed our initial public offering in which we issued and sold an aggregate of 1,666,667 Ordinary Shares at a price of $4.50 per share for $7.50 million. Joseph Stone Capital, LLC was the underwriter of our initial public offering.
We incurred approximately $1.8 million in expenses in connection with our initial public offering, which included approximately $0.5 million in underwriting discounts and commissions, approximately $0.07 million in expenses paid to or for the underwriter’s non-accountable expenses, approximately $0.2 million in other expenses and approximately $0.1 million paid for underwriter’s legal counsel service fee. None of the transaction expenses included 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. None of the net proceeds we received from the initial public offering were 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.
The net proceeds raised from the initial public offering were approximately $5.7 million, after deducting underwriting discounts and the offering expenses payable by us.
Item 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and 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 December 31, 2023.
Based on that evaluation, our management has concluded that, due to the material weaknesses described below, as of December 31, 2023, our disclosure controls and procedures were not effective. Notwithstanding management’s assessment that our internal control over financial reporting was ineffective as of December 31, 2023 due to the material weakness described below, we believe that the consolidated financial statements included in this annual report on Form 20-F correctly present our financial position, results of operations and cash flows for the fiscal years covered thereby in all material respects.
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Management’s Annual Report on Internal Control over Financial Reporting
This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. However, in connection with the audits of our consolidated financial statements as of December 31, 2023 and 2022, we and our independent registered public accounting firms identified certain material weaknesses in our internal control over financial reporting PCAOB of the United States. 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 annual or interim financial statements will not be prevented or detected on a timely basis.
As of December 31, 2023, we identified the material weaknesses related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; and (3) inadequate segregation of duties for certain key functions due to limited staff and resources.
Our management has implemented and is currently taking the steps necessary to remediate the ineffectiveness, such as (i) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; ii) established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (see “Item 6- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES for details”; iii) actively recruiting more qualified staff to fill up the key roles in the operations; and iv) setting up a financial and system control framework with formal documentation of polices and controls in place. 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.
Attestation Report of the Registered Public Accounting Firm
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies,” which we also are, are not required to provide the auditor attestation report.
Changes in Internal Control over Financial Reporting
Other than as described 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
Mr. Sum (Philip) Cheng qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Mr. Sum (Philip) Cheng satisfies the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.
Item 16B. CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.
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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 and billed by Marcum Asia CPAs LLP, our independent registered public accounting firm, since September 1, 2022, and Friedman LLP, our independent registered public accounting firm before September 1, 2022, for the periods indicated.
| For the Years Ended December 31, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Audit fees (1) | $ | 240,000 | $ | 240,000 | $ | 400,000 | ||||||
| Total | $ | 240,000 | $ | 240,000 | $ | 400,000 | ||||||
| (1) | Audit fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements or for the audits of our financial statements and review of the interim financial statements in connection with our initial public offering in 2023. |
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, audit-related services, tax services, and other services as described above.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
There has been no change in independent accountants for our Company during the two most recent fiscal years or any subsequent interim period except as previously reported in our registration statement on Form F-1(File No. 333-274158), as amended, initially filed with the SEC on August 22, 2023. There have been no disagreements of the type required to be disclosed by Item 16F(b).
Item 16G. CORPORATE GOVERNANCE
As a British Virgin Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.
Nasdaq Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The British Virgin Islands do not require shareholder approval prior to any of the foregoing types of issuances. We, therefore, are not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. We intend to comply with the requirements of Nasdaq listing rules in determining whether shareholder approval is required on such matters. We may, however, consider following home country practice in lieu of the requirements under Nasdaq listing rules with respect to certain corporate governance standards which may afford less protection to investors.
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Nasdaq Listing Rule 5605(b)(1) requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the British Virgin Islands, does not require a majority of our board to consist of independent directors. Currently, a majority of our board members are independent. However, if we change our board composition such that independent directors do not constitute a majority of our board of directors, our shareholders may be afforded less protection than they would otherwise enjoy under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Ordinary Shares and the Trading Market — As a foreign private issuer, we are permitted to rely on exemptions from certain NASDAQ Stock Exchange corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our Ordinary Shares.”
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
Item 16J. INSIDER TRADING POLICIES
Our board of directors has adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, and any listing standards applicable to us.
Our board of directors has also adopted a compensation recovery policy required by the Nasdaq Listing Rule 5608, the form of which is attached as Exhibit 97.1 to this annual report.
Item 16K. CYBERSECURITY
Pursuant to the applicable SEC transition guidance, the disclosure required by Item 16K will be applicable to the Company from the fiscal year ended December 31, 2024.
| 88 |
Part III
Item 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of the Company and the Operating Subsidiaries are included at the end of this annual report.
Item 19. EXHIBITS
EXHIBIT INDEX
| * | Filed with this annual report on Form 20-F |
| ** | Furnished with this annual report on Form 20-F |
| 89 |
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.
| mF International Limited | ||
| By: | /s/ Chi Weng Tam | |
| Chi Weng Tam | ||
| Chief Executive Officer and Executive Director | ||
| (Principal Executive Officer) | ||
| Date: May 15, 2024 | ||
| 90 |
mF INTERNATIONAL LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
mF International Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of mF International Limited and Subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We also audited adjustments to the 2021 financial statements to retroactively effect the share splits as described in Note 13. In our opinion, such adjustments are appropriate and have been properly applied. Other than the adjustments, we were not engaged to audit, review, or apply any procedures to the Company’s 2021 financial statements and, accordingly, we do not express an opinion or any other form of assurance on the 2021 financial statements as a whole.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 audits in accordance with the standards of the PCAOB Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits, 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
Marcum Asia CPAs LLP
We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022).
May 15, 2024
NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001
Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
mF International Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows of mF International Limited and Subsidiaries (collectively, the “Company”) for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We were not engaged to audit, review or apply any procedures to the adjustments to retroactively apply the effects of the share split described in Note 13, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Marcum Asia CPAs LLP.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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 consolidated 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 consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
We served as the Company’s auditor from May 2022 through December 2022.
December 29, 2022
| F-3 |
mF International Limited and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2022 and 2023
| HK$ | HK$ | US$ | ||||||||||
| As of December 31, | ||||||||||||
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| Investment at fair value | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Intangible assets, net | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Long term deposit | ||||||||||||
| Deferred initial public offering (“IPO”) costs | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Amounts due to a related party | ||||||||||||
| Current portion of bank borrowings | ||||||||||||
| Contract liabilities | ||||||||||||
| Current portion of operating lease liabilities | ||||||||||||
| Tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Bank borrowings, non-current | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 14) | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, authorized to issue an number of Ordinary Shares of par value, shares issued and outstanding as of December 31, 2022 and 2023* | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
mF International Limited and Subsidiaries
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31, 2021, 2022 and 2023
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other income (expense) | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Realized loss on disposal of financial assets at fair value | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in fair value on financial assets at fair value | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other (expense) income, net | ( | ) | ||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Other comprehensive (loss) income | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ||||||||||||||
| Comprehensive income | ||||||||||||||||
| Weighted average shares outstanding – basic and diluted* | ||||||||||||||||
| Earnings per share – basic and diluted* | ||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
mF International Limited and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended December 31, 2021, 2022 and 2023
| Shares * | Amount | Additional Paid-in Capital | Amounts due from related parties | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||
| Ordinary Shares | ||||||||||||||||||||||||||||
| Shares * | Amount | Additional Paid-in Capital | Amounts due from related parties | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |||||||||||||||||||||||
| Balance as of December 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Advance to related parties | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Repayment from related parties | - | |||||||||||||||||||||||||||
| Advance to or Repayment from related parties | - | |||||||||||||||||||||||||||
| Dividend declared | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||
| Balance as of December 31, 2022 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Dividend declared | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ) | ||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||
| Balance as of December 31, 2023 | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
mF International Limited and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021, 2022 and 2023
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income | ||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||
| Amortization of right-of-use assets and interest of lease liabilities | ||||||||||||||||
| Realized loss on disposal of financial assets at fair value | ||||||||||||||||
| Change in fair value on financial assets at fair value | ||||||||||||||||
| Allowance for credit losses | ||||||||||||||||
| Deferred tax expense | ||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Accounts receivable | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Long term deposit | ( | ) | ||||||||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Contract liabilities | ( | ) | ( | ) | ||||||||||||
| Tax payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash provided by operating activities | ||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Costs to obtain and develop software | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Purchase of intangible asset | ( | ) | ( | ) | ||||||||||||
| Purchase of investment at fair value | ( | ) | ( | ) | ||||||||||||
| Disposals of investment at fair value | ||||||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Advance from or repayment to related parties | ( | ) | ||||||||||||||
| Repayment to a related party | ( | ) | ||||||||||||||
| Dividend paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred IPO costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Proceeds from bank borrowings | ||||||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Effect of exchange rate changes on cash | ( | ) | ( | ) | ||||||||||||
| Net (decrease) increase in cash | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash, beginning of year | ||||||||||||||||
| Cash, end of year | ||||||||||||||||
| Supplemental disclosure information: | ||||||||||||||||
| Cash paid for income tax | ||||||||||||||||
| Cash paid for interest | ||||||||||||||||
| Supplemental non-cash in investing and financing activities: | ||||||||||||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease obligations | ||||||||||||||||
| Dividend payable which was settled by netting off against the outstanding amounts due from related parties | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
mF International Limited (the “Company” or “mF International”) is a limited liability company established under the laws of the British Virgin Islands on June 15, 2022. It is a holding company with no business operation. The Company conducts its business mainly through its three subsidiaries in Hong Kong (collectively, the “Group”). The Group is principally engaged in research and development and sales of financial trading solutions via internet or platform as software as a service.
As of December 31, 2023, the Company has direct or indirect interests in the following subsidiaries:
Schedule of Direct or Indirect Interests of Subsidiaries
| Name | Place and date of incorporation | Ownership | Principal activity | |||
| m-FINANCE Limited (“m-FINANCE”) |
| |||||
| m-FINANCE Trading Technologies Limited (“mFTT”) |
| |||||
| Omegatraders Systems Limited (“OTX “) |
| |||||
| m-FINANCE Software (Shenzhen) Limited (“SZ WFOE”) |
Reorganization
A reorganization of the legal structure of the Company (the “Reorganization”) was completed on August 22, 2022. Prior to the Reorganization, the Company’s main Hong Kong subsidiary, m-FINANCE, with its three subsidiaries mFTT, OTX and SZ WFOE, was ultimately controlled by Gaderway Investments Limited.
As part of the Reorganization, mF International was incorporated under the laws of the British Virgin Islands on June 15, 2022, and being interspersed between Gaderway Investments Limited and m-FINANCE. Consequently, mF International became the holding company of m-FINANCE, with its three subsidiaries on August 22, 2022. The Company and its subsidiaries resulting from Reorganization has always been under the common control of the same controlling shareholder, Gaderway Investments Limited, before and after the Reorganization. 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.
| F-8 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 wholly owned 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 the 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 are not limited to, allowance for credit losses and impairment assessment for the internally developed software. Actual results could differ from those estimates.
Foreign Currency Translation
The Company uses Hong Kong Dollar (“HK$”) as its reporting currency. The functional currency of the Company in British Virgin Islands is United States Dollar (“US$”). For the Company’s subsidiaries in Hong Kong, the functional currency is HK$. For the Company’s subsidiary in the PRC, the functional currency is RMB. The functional currencies are the respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the consolidated financial statements, the financial information of the Company and other entities located outside of the Hong Kong has been translated into HK$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and losses are translated using the average rate for the period. Gains or losses resulting from foreign currency transactions are included in the accompanying consolidated statement of consolidated statements of income and comprehensive income.
| F-9 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Convenience Translation
Translations
of amounts in the consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of
changes in shareholders’ equity and consolidated statements of cash flows from HK$ into US$ as of and for the year ended December
31, 2023 are solely for
Investment at fair value
Investment at fair value represents the amount of short-term foreign exchange investment made by the Company involving buying the currency of one country while selling that of another with the intention to optimize a trading algorithm based on live market interactions. The management of the Company intended to retain such funds to continue making short-term foreign exchange investment in such investment accounts in the near future. Such balance is classified as current asset and measured in fair value under ASC 820. Any gain or loss arising from the transactions would be recognized in profit or loss.
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.
ASC 820 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a 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.
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, amounts due from related parties, operating lease, prepaid expenses and other current assets, contract liabilities, income taxes payable, amounts due to a related party, accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of December 31, 2022 and 2023 owing to their short-term nature or present value of the assets and liabilities.
The Company values its short-term investments which mainly consist of foreign exchange investment with certain brokerage companies to trade with foreign currencies, based on the quoted market value and the Company classifies the valuation techniques that use these inputs as Level 1, because the prices of the foreign currencies are quoted in the active market.
The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy as shown in the following table.
Schedule of Fair Value Hierarchy
| As of December 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Balance at fair value | |||||||||||||
| Assets | HK$ | HK$ | HK$ | HK$ | ||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||
| As of December 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Balance at fair value | |||||||||||||
| Assets | HK$ | HK$ | HK$ | HK$ | ||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Investment at fair value - Foreign exchange investment | ||||||||||||||||
The Company’s non-financial assets, such as property and equipment would be measured at fair value only if they were determined to be impaired.
| F-10 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Cash
Cash
include cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation
with original maturities of less than three months. The Company maintains the bank accounts in Hong Kong. Cash balances in bank accounts
in Hong Kong are protected up to HK$
Accounts Receivable
On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 requires the application of a credit loss model based prospectively on current expected credit losses (CECL), and replaces the previous model based retrospectively on past incurred losses. The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost, with no material cumulative-effect adjustment to shareholders’ equity recognized as of January 1, 2023.
The
Company carries accounts receivable at the face amounts less a reserve for estimated credit losses. The Company estimated its reserve
for credit losses using relevant available information from internal and external sources relating to past events, current conditions
and reasonable and supportable forecasts. During the year ended December 31, 2023, the Company recorded HK$
Prepaid Expenses
Prepaid expenses represent advance payments made to the service providers for the IT solution services and the vendors for certain prepaid services such as insurance, utilities deposits and rental deposits. Prepaid expenses are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2022 and 2023, management believes that the Company’s prepaid expenses are not impaired, and there is no material impact over the initial adoption of CECL model in view of the advanced payments made to the service providers for the IT solution and insurance services and the vendors for certain prepaid services were mainly for the coming 12 months and the risk of relatively low .
Deferred IPO costs
Deferred IPO costs consist primarily of direct expenses paid to attorneys, consultants, underwriters, and other parties related to the Company’s IPO. The balance will be offset with the proceeds received at the closing of the IPO.
| F-11 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Lease
The adoption of Topic 842 resulted in the presentation of operating lease right of use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. See Note 8 for additional information.
The lease standard provides practical expedients for an entity ongoing accounting. The Company elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend or renew the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.
The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Company assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The operating right-of-use assets and related operating lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.
Operating lease right-of-use of assets
The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.
Operating lease liabilities
Lease liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Company is reasonably certain to exercise.
Lease liability is measured at amortized cost using the effective interest rate method. It is remeasured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Company assessment of option purchases, contract extensions or termination options.
| F-12 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
Schedule of Estimated Useful Lives of Related Assets
| Computer equipment | ||
| Furniture and fixture | ||
| Office equipment | ||
| Leasehold improvements |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense 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 retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of Income and comprehensive income in other income or expenses.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Intangible assets, net
The Company’s internally developed software is used in providing financial trading solutions services to customers and the customers access and uses the software over the internet or via a dedicated line in which an end user of the software does not take possession of the software. In accordance with ASC 350-40, internally developed software is capitalized during the application development stage. Research and development expenses related to salaries and payroll related costs for employees involved in the preliminary project stage and activities occurring after the implementation of the software are expensed as incurred. Costs incurred for software upgrades are capitalized if they result in additional functionalities or substantial enhancements. Development costs cease capitalization upon completion of all substantial testing when the software is substantially complete and ready for its intended use and are amortized on a straight-line basis over the estimated useful life, which is generally three years. Amortization of internal-use software begins when the software is ready for its intended use.
The
Company evaluates annually its intangible assets for potential impairment when events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable. There were
The estimated useful lives of intangible assets are as follows:
Schedule of Estimated Useful Lives of Intangible Assets
| Internally developed software | ||
| Software |
Impairment of Long-Lived Assets
The
Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances (such as a significant adverse
change to market conditions that will impact the future use of the assets) indicate that the carrying amount of an asset may no longer
be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to
the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum
of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss,
which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. There were
| F-13 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Revenue Recognition
The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or 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 Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.
The Company is engaged in the development and provision of financial trading solutions to customers via internet or platform as software as a service.
The transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
The Company enters into contracts with customers that include promises to transfer various services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized when the promised services are transferred to customers, in an amount that reflects the consideration allocated to the respective performance obligation.
The Company provides trading solution services to customers (including brokers and institutional clients) for their trading on forex, commodity and bullion, through the Company’s internally developed trading platform as software as a service. The Company’s internally developed software is used in providing financial trading solutions services to customers and the customers access and uses the software over the internet or via a dedicated line in which an end user of the software does not take possession of the software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions and back-office settlement operations. In a contract with a customer, it would normally require the Company to perform or delivery one or more of the following in return for a consideration. The contract normally includes one or more of the following services, subject to the request of the customers, and the transaction price of each service fee has stated stand-alone in the contract with reference to the Company’s price list. The Company identified each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms.
The Company’s principal revenue stream includes:
| (a) | Initial set up, installation and customization services |
The Company provides initial set up, installation and customization services of trading platform solution and financial value-added services for each customer as agreed upon in the contracts. Initial set up, installation and customization services are services to help the customer to configure the platform according to the needs of the customers. The Company provides specific customization as part of its development and provision of financial trading solutions. The Company’s customization services include development of customer-requested functions and features on the Company’s platform per customer specifications, i.e., the software specifications. Such services are undertaken specifically for the customer in question and do not necessarily benefit other customers.
| F-14 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
As the initial set up, installation and customization services are capable of being distinct and the promise to transfer the service is distinct within the context of the contract, the Company concludes that the initial set up, installation and customization services to be accounted for as a single performance obligation. The entire transaction prices of initial set up, installation and customization services are allocated to a single performance obligation and the Company recognizes revenue based on its effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer. The Company uses input method represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned.
| (b) | Subscriptions |
The Company provides customers the right to access its internally developed trading platform for the use of the trading solutions services for a specified period of time.
The Company concludes that each monthly subscription fee (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly subscription fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from subscriptions ratably when it satisfies its performance obligations throughout the contract terms.
| (c) | Hosting, support and maintenance services |
The Company provides hosting, technical support and maintenance services to customers for the use of the trading solutions services for a specific period. The Company concludes that each monthly hosting, support and maintenance service fee (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly hosting, support and maintenance service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from hosting, support and maintenance services ratably when it satisfies its performance obligations throughout the contract terms.
| (d) | Liquidity services |
The Company provides liquidity services to customers for the use of the fully automatic hedging solution and sending their clients’ orders directly to liquidity providers such as institutional brokers, market makers, exchanges and prime of prime brokers. The Company’s liquidity services enable its customers to access and match with the liquidity made available by liquidity providers through the Company’s trading solutions. The liquidity services are distinct and are identified as one performance obligation. As stipulated in the contract, the Company will charge a liquidity service income based on the transaction volume of orders sent directly to the liquidity providers under the liquidity services provided by the Company, with a minimum monthly fee for certain customers. The Company will review the customers’ transaction volume of orders monthly and the revenue from providing liquidity services between customers and liquidity providers is recognized at point in time.
| (e) | White label services |
The Company provides white label services to customers by allowing them to add additional labels or brands to the trading platform services. This provides customers the highest flexibility to operate their trading platform business based on their individual business development strategy or marketing needs at a lower operating cost. The Company concludes that each monthly white label service fee at fixed rate (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly white label service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from white label services ratably when it satisfies its performance obligations throughout the contract terms.
| F-15 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
| (f) | Quotes/news/package subscription services |
The Company provides subscription services to customers for professional strategy analysis, economic calendar, instant news, real-time quotes and data feed. The Company will subscribe the information or data from the service providers and will convert the raw data into usable data that can be used in the trading platform of the Company. The Company concludes that each monthly subscription fee at fixed rate (1) is distinct and (2) meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed by the clients is substantially similar for each month. Therefore, the Company concludes that the monthly subscription service fee satisfies the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The Company recognizes revenues from subscription services ratably when it satisfies its performance obligations throughout the contract terms.
The following table presents disaggregated information of revenues by business lines for the years ended December 31, 2021, 2022 and 2023, respectively:
Schedule of Disaggregation Information of Revenues
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Initial set up, installation and customization services | ||||||||||||||||
| Subscriptions | ||||||||||||||||
| Hosting, support and maintenance services | ||||||||||||||||
| Liquidity services | ||||||||||||||||
| White label services | ||||||||||||||||
| Quotes/news/package subscription services | ||||||||||||||||
| Total revenue | ||||||||||||||||
Revenue disaggregated by timing of revenue recognition for 2021, 2022 and 2023 is disclosed in the table below:
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Point in time | ||||||||||||||||
| Over time | ||||||||||||||||
| Total revenue | ||||||||||||||||
The
Company also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations
for contracts with an original expected duration of one year or less. There is
| F-16 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Contract Liabilities
The Company’s contract liabilities include payments received in advance of performance under trading solution service contracts which will be recognized as revenue as the Company executed the trading solution services with customers under the contract, as well as the deferred installation service fee received from trading solution services.
Contract Liabilities are recognized when the customers pay consideration before the Company recognizes the related revenue. Contract Liabilities would also be recognized if the Company has an unconditional right to receive consideration before the Company recognizes the related revenue.
Other Income (expense), net
Government
subsidies primarily relate to (i) one-off entitlement granted by the Hong Kong government pursuant to the Employment Support Scheme under
the Anti-epidemic Fund in 2021 and 2022 and (ii) funds for participation in promotion activities in 2023. Employers participating in
ESS were required to undertake and warrant that they would: (i) not implement redundancies during the subsidy period; and (ii) spend
all the wage subsidies on paying wages to their employees. If an employer fails to use all the subsidies received to pay the wages of
his/her employees, the Hong Kong Government will claw back the unspent balance of the subsidy. If the total number of employees on the
payroll in any one month of the subsidy period is less than the “committed headcount of paid employees”, the employer will
have to pay a penalty to the Hong Kong Government. The Company has (i) not implement redundancies during the subsidy period; and (ii)
spend all the wage subsidies on paying wages to its employees. There was no unfulfilled conditions nor other contingencies attached to
the ESS funding. Government subsidies received and recognized as other income totaled HK$
Cost of Revenue
The Company’s cost of revenue is primarily comprised of the amortization of the internally developed software, staff costs and other direct costs associated with providing trading solution services, including data center and support costs related to delivering online services. These costs are expenses as incurred.
Research and development
Research and development expenses primarily consist of payroll and other personnel-related expenses of the Company’s software development team.
| F-17 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
The Company believes there were no uncertain tax positions as of December 31, 2022 and 2023, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. In general, the Inland Revenue Department of Hong Kong has up to seven years to conduct examinations of the Company’s tax filings. Accordingly, the tax years from 2018 to 2023 of the Company’s Hong Kong subsidiaries remain open to examination by the taxing jurisdictions. The Company is not currently under examination by an income tax authority, nor has it been notified that an examination is contemplated.
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2022 and 2023, there were no dilutive shares.
Comprehensive Income
Comprehensive income consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustment resulting from the Company translating its financial statements from functional currency into reporting currency.
Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
Commitments and Contingencies
In the normal course of business, the Company 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 Company’s 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.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company 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. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
| F-18 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Significant Risks
Market Risk of Financial Instrument
We are subject to financial market risks, including changes in foreign currency exchange rate risk with respect to our investment at fair value consisting of short-term foreign exchange investment made by the Company which is denominated in the US$. The fluctuation in US$ may result in increase or decrease in the value of our investment at fair value. We consider the foreign exchange risk in relation to transactions denominated in US$ with respect to HK$ is not significant as HK$ is pegged to US$.
The trades of foreign currencies conducted by the Company are denominated in the US$ and are paired with currencies with strong liquidity traded in highly transparent markets, including such currencies as the EURO, USD, GBP, CHF, AUD, CAD and NZD, etc. Fluctuation in exchange rates, changes in monetary and/or fiscal policy or finflation in the countries in which the Company paired its trades of foreign currencies could have a material adverse effect on its results of operations. The clear position limits and floating profit/loss limits are set to manage the market risks of its foreign exchange positions.
Currency Risk
The Company’s operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Hong Kong. The Company believes that no significant credit risk exists as these financial institutions have high credit quality and the Company has not incurred any losses related to such deposits.
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the management. The management considers the credit risk of prepayment is relatively low and there is no material impact over the initial adoption of CECL model because the advanced payments made to the service providers for the IT solution and insurance services and the vendors for certain prepaid services were mainly for the coming 12 months.
For the years ended December 31, 2021, 2022 and 2023, all of the Company’s assets were located in Hong Kong and all of the Company’s revenue were derived from its subsidiaries located in Hong Kong. The Company has a concentration of its revenue and accounts receivable with specific customers.
For
the year ended December 31, 2021, one customer accounted for approximately
As
of December 31, 2021, one customer’s accounts receivable accounted for
For
the years ended December 31, 2021, 2022 and 2023, no vendor accounted for over
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
| F-19 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies (Continued)
Recently Issued Accounting Standards, not yet Adopted by the Company
The ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis. The adoption of ASU 2023-09 is not expected to materially impact the Company’s consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.
The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The adoption of ASU 2023-07 is not expected to materially impact the Company’s consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.
| F-20 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
3. Accounts Receivable, net
Accounts receivable, net consisted of the following at December 31:
Schedule of Accounts Receivable, Net
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accounts receivable | ||||||||||||
| Less: allowance for doubtful accounts / credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
The movement of allowance for doubtful accounts / credit losses are as follows:
Schedule of Allowance for Doubtful Accounts and Credit Losses
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Balance at beginning of the year ended December 31 | ||||||||||||
| Write off | ( | ) | ( | ) | ||||||||
| Addition | ||||||||||||
| Balance at end of the year ended December 31 | ||||||||||||
4. Contract Liabilities
Contract liabilities consisted of the following at December 31:
Schedule of Contract Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Billings in advance of performance obligation under contracts | ||||||||||||
The Company’s contract liabilities include payments received in advance of performance under trading solution service contracts which will be recognized as revenue as the Company executed the trading solution services with customers under the contract, as well as the deferred installation and customization service fee received from trading solution services.
The movement in contract liabilities is as follows:
Schedule of Movement In Contract Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Balance at beginning of the year ended December 31 | ||||||||||||
| Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year | ( | ) | ( | ) | ( | ) | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||
| Balance at end of the year ended December 31 | ||||||||||||
None of billings in advance of performance received that is expected to be recognized as income after more than one year.
| F-21 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following as of December 31:
Schedule of Prepaid Expenses and Other Current Assets
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Rental and utility deposits | ||||||||||||
| Prepayments | ||||||||||||
| Prepaid expense | ||||||||||||
| Less: amount classified as long term deposit | ( | ) | ( | ) | ( | ) | ||||||
| Prepaid expense and other current asset | ||||||||||||
6. Property and Equipment, net
Property and equipment, stated at cost less accumulated depreciation, consisted of the following as of December 31:
Schedule of Property and Equipment
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Computer equipment | ||||||||||||
| Furniture and fixture | ||||||||||||
| Office equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation
expense of property and equipment totaled HK$
7. Intangible Assets, net
Intangible assets, stated at cost less accumulated amortization, consisted of the following as of December 31:
Schedule of Intangible assets
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Software | ||||||||||||
| Internally developed software | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
Amortization
expense of intangible assets totaled HK$
Amortization expense expected for the next five years is as follows:
Schedule of Expected Amortization Expense
| Twelve months ending December 31, | HK$ | US$ | ||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total | ||||||||
| F-22 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
8. Leases
The
Company leases office under non-cancelable operating lease agreement. Pursuant to the new lease standard ASC 842-10-55, this lease is
treated as operating leases. The Company’s lease agreements do not have a discount rate that is readily determinable. The incremental
borrowing rate is determined at lease commencement or lease modification and represents the rate of interest the Company would have to
pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment.
Management determined the incremental borrowing rate was
Schedule of Lease Term
| Description of lease | Lease term | |
| Office in Wanchai, Hong Kong | ||
| Office at Wanchai, Hong Kong | ||
| Office at Wanchai, Hong Kong |
(a) Amounts recognized in the consolidated balance sheet:
Schedule of Operating Lease Amounts Recognized in the Consolidated Balance Sheet
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Right-of-use assets | ||||||||||||
| Operating lease liabilities - current | ||||||||||||
| Operating lease liabilities - non-current | ||||||||||||
| Weighted average remaining lease term (in years) | ||||||||||||
| Weighted average discount rate (%) | ||||||||||||
(b) A summary of lease cost recognized in the Company’s consolidated statements of income and supplemental cash flow information related to operating leases is as follows:
Schedule of Lease Cost
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Amortization charge of right-of-use assets | ||||||||||||||||
| Interest of lease liabilities | ||||||||||||||||
| Cash paid for operating leases | ||||||||||||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease liabilities | ||||||||||||||||
(c) The following table shows the remaining contractual maturities of the Company’s operating lease liabilities as of December 31, 2023:
Schedule of Remaining Contractual Maturities of Operating Lease Liabilities
| HK$ | US$ | |||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Total future lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| F-23 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
9. Accrued Expenses and Other Current Liabilities
Components of accrued expenses and other current liabilities are as follows as of December 31:
Schedule of Components of Accrued Expenses and Other Current Liabilities
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accrued bonus | ||||||||||||
| Accrued legal and professional fee | ||||||||||||
| Accrued expenses | ||||||||||||
| Total | ||||||||||||
10. Bank Borrowings
Components of bank borrowings are as follows as of December 31:
Schedule of Bank Borrowings
| 2022 | 2023 | 2023 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Bank of Communications (Hong Kong) Limited – Loan 1 (1) | ||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 2 (2) | ||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 3 (3) | ||||||||||||
| Standard Chartered Bank (Hong Kong) Limited – Loan 4 (4) | ||||||||||||
| Total | ||||||||||||
| Less: current portion of long-term bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Non-current portion of long-term bank borrowings | ||||||||||||
| (1) |
| (2) |
| (3) |
| (4) |
Interest
expenses pertaining to the above bank borrowings for the years ended December 31, 2021, 2022 and 2023 amounted to HK$
Maturities of the bank borrowings were as follows:
Schedule of Maturities of the Bank Borrowings
| HK$ | US$ | |||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Total bank borrowings repayments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
| F-24 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
11. Income Taxes
British Virgin Islands
Under the current and applicable laws of BVI, the Company is not subject to tax on income or capital gains.
China
The
Company’s subsidiary, m-FINANCE Software (Shenzhen) Limited (“SZ WFOE”) established in the PRC is subject to PRC Enterprises
Income Tax rate of
Hong Kong
In
accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within
Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are
The components of the income tax provision are as follows:
Schedule of Components of the Income Tax Provision
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Current tax | ( | ) | ( | ) | ||||||||||||
| Deferred tax | ||||||||||||||||
| Total income tax expense | ||||||||||||||||
The Company 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. Components of the Company’s deferred tax asset and liability are as follows:
Schedule of Deferred Tax Assets and Liabilities
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Deferred tax assets: | ||||||||||||||||
| - Depreciation of property and equipment | ||||||||||||||||
| - Net operating loss carry forwards | ||||||||||||||||
| Total deferred tax assets | ||||||||||||||||
| Less: valuation allowance | ( | ) | ||||||||||||||
| Deferred tax assets, net | ||||||||||||||||
| Deferred tax liabilities: | ||||||||||||||||
| - Amortization of capitalized development costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deferred tax liabilities, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The Company evaluated the recoverable amounts of deferred tax assets, and provided a valuation allowance to the extent that future taxable profits will be available against which the net operating loss and temporary difference can be utilized. The Company considers both positive and negative factors when assessing the future realization of the deferred tax assets and applied weigh to the relative impact of the evidence to the extent it could be objectively verified.
As
of December 31, 2023, the Company had net operating loss carry-forward of HK$
The
Company recognized deferred tax liabilities related to taxable temporary differences arising on amortization of capitalized development
costs. The deferred tax liabilities will reverse as the capitalized development costs are amortized.
| F-25 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
11. Income Taxes (Continued)
Reconciliation between the provision for income taxes computed by applying the Hong Kong Profits Tax rate of 16.5% to income before income taxes and the actual provision of income taxes is as follows:
Schedule of Reconciliation of Provision for Income Taxes
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
For the years ended December 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | 2023 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Profit before income taxes | ||||||||||||||||
| Hong Kong Profits Tax rate | % | % | % | % | ||||||||||||
| Income taxes computed at Hong Kong Profits Tax rate | ||||||||||||||||
| Reconciling items: | ||||||||||||||||
| Tax effect of income that is not taxable | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax effect of expenses that are not deductible (2) | ||||||||||||||||
| The effect of tax rates in different tax jurisdictions | ( | ) | ||||||||||||||
| Research and development credit (1) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Effect of two-tier tax rate | ( | ) | ||||||||||||||
| Change in valuation allowance | ( | ) | ||||||||||||||
| Others | ||||||||||||||||
| Income tax expenses | ||||||||||||||||
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. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2021, 2022 and 2023.
| (1) |
Research
and development expenditures eligible for deduction are classified into “Type A expenditures” which are qualified for 100
per cent deduction, and “Type B expenditures” which are qualified for the enhanced tax deduction. Type B expenditures have
a two-tiered deduction regime. The deduction is 300 per cent for the first HK$
| (2) |
| F-26 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
12. Related Party Balance and Transactions
a. Due from related parties
Schedule of Amounts Due from Related Parties
| (a) | Tai Wai (Stephen) Lam, a director and a shareholder of the Company. | |
| (b) | Chi Weng Tam, a director, an executive officer and a shareholder of the Company. | |
| (c) | PrimeTime Global Technologies Limited, controlled by DTXS FinTech Holdings Limited. | |
| (d) | PrimeTime Global Markets Limited, controlled by DTXS PrimeTime Holdings Limited. | |
| (e) | DTXS Fintech Holdings Limited, controlled by Metallic Icon Limited. | |
| (f) | Metallic Icon Limited, controlled by Gaderway Investments Limited. | |
| (g) | DTXS PrimeTime Holdings Limited, controlled by Metallic Icon Limited. | |
| (h) | Gaderway Investments Limited, the shareholder of the Company. | |
| (i) | Digital Mind Holdings Limited, controlled by Metallic Icon Limited. |
As of December 31, 2021, 2022 and 2023, the balances of amounts due from related parties were as follows:
| 2021 | 2022 | 2023 | 2023 | |||||||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||||||
| Tai Wai (Stephen) Lam (a) | (1 | ) | ||||||||||||||||||
| Chi Weng Tam (b) | (1 | ) | ||||||||||||||||||
| PrimeTime Global Technologies Limited (c) | (2 | ) | ||||||||||||||||||
| PrimeTime Global Markets Limited (d) | (3 | ) | ||||||||||||||||||
| DTXS Fintech Holdings Limited (e) | (4 | ) | ||||||||||||||||||
| Metallic Icon Limited (f) | (5 | ) | ||||||||||||||||||
| DTXS PrimeTime Holdings Limited (g) | (6 | ) | ||||||||||||||||||
| Gaderway Investments Limited (h) | (7 | ) | ||||||||||||||||||
| Digital Mind Holdings Limited (i) | (8 | ) | ||||||||||||||||||
| (a) | ||
| (b) | ||
| (c) | ||
| (d) | ||
| (e) | ||
| (f) | ||
| (g) | ||
| (h) | ||
| (i) |
| (1) | |
| (2) | |
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) |
| F-27 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
12. Related Party Balance and Transactions (Continued)
b. Accounts receivable – a related party
As of December 31, 2022 and 2023, the balances of accounts receivable from a related party were as follows:
Schedule of Accounts Receivable from Related Party
| 2022 | 2023 | 2023 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| PrimeTime Global Technologies Limited | (1 | ) | ||||||||||||||
| (1) |
c. Due to a related party
As of December 31, 2022 and 2023, the balances of amounts due to a related party were as follows:
Schedule of Amounts Due to Related Parties
| 2022 | 2023 | 2023 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| Gaderway Investments Limited | (1 | ) | ||||||||||||||
| (1) |
d. Accrued expenses – a related party
As of December 31, 2022 and 2023, the balances of accrued expenses to a related party were as follows:
Schedule of Accrued Expenses to Related Party
| 2022 | 2023 | 2023 | ||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||
| PrimeTime Global Markets Limited | (1 | ) | ||||||||||||||
| (1) |
e. Related Party Transactions
The following is a list of related parties which the Company has transactions with:
Schedule of Related Party Transactions
| (a) | PrimeTime Global Technologies Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. |
| (b) | PrimeTime Global Markets Limited, indirectly controlled by Gaderway Investments Limited, the shareholder of the Company. |
For the years ended December 31, 2021, 2022 and 2023, the related party transactions were as follows:
| 2021 | 2022 | 2023 | 2023 | |||||||||||||||||
| Note | HK$ | HK$ | HK$ | US$ | ||||||||||||||||
| Outsourcing fee paid to PrimeTime Global Technologies Limited (a) | 1 | |||||||||||||||||||
| Outsourcing fee paid to PrimeTime Global Markets Limited (b) | 1 | |||||||||||||||||||
| Subscription fee paid to PrimeTime Global Markets Limited (b) | 2 | |||||||||||||||||||
| Subscription fee received from PrimeTime Global Technologies Limited (a) | 3 | |||||||||||||||||||
| Sales commission received from PrimeTime Global Technologies Limited (a) | 4 | |||||||||||||||||||
During the years ended December 31, 2022 and 2023, the Company declared dividends to its shareholders. For details, please refer to Note 13. Shareholders’ Equity.
Notes:
| (a) | |
| (b) |
| 1. | ||
| 2. | ||
| 3. | ||
| 4. |
f. Personal guarantees from related parties for bank loans
Tai Wai (Stephen) Lam and Chi Weng Tam, the directors and shareholders of the Company, have jointly or severally provided personal guarantees for several bank loans of the Company. For details, please refer to Note 10.
13. Shareholders’ Equity
Ordinary shares
The
Company was established under the laws of the British Virgin Islands on June 15, 2022. The Company is authorized to issue an
number of Ordinary Shares of
As a result, there are total shares issued and outstanding. The issuance of these ordinary shares is considered as part of the Reorganization of the Company, which was retrospectively applied as if the transaction occurred at the beginning of the period presented (see Note 1).
On
March 23, 2022, m-FINANCE declared an interim dividend of HK$ per share (equivalent to US$ per share), or HK$
| F-28 |
mF International Limited and Subsidiaries
Notes to Consolidated Financial Statements
14. Commitments and Contingencies
Commitments
As of December 31, 2023, the Company did not have any significant capital and other commitments.
Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made.
15. Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are all located in Hong Kong and all of the Company’s revenue, based on the location of services, and expense are derived in the Hong Kong. Therefore, no geographical segments are presented.
16. Subsequent Events
After
the lapse of the engagement with the former underwriter, Spartan Capital Securities, LLC in January 2024, the Company has signed an engagement
letter with Joseph Stone Capital, LLC on February 9, 2024, as the new underwriter. On April 19, 2024, the Company announced pricing of
its initial public offering of
The Company evaluated all events and transactions that occurred after December 31, 2023 up through the date the Company issued the consolidated financial statements. Other than the event disclosed above, there was no other subsequent event occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
| F-29 |
Exhibit 2.2
Description
of Rights of Each Class of Securities
Registered under Section 12 of the Securities Exchange Act of 1934, as Amended (the “Exchange Act”)
Ordinary shares, no par value per share (“Ordinary Shares”), of mF International Limited (“we,” “our,” “our company,” “us,” or “the Company”) are listed and traded on the Nasdaq Capital Market, and in connection with this listing (but not for trading), its Ordinary Shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of the holders of Ordinary Shares.
Description of Ordinary Shares
The following is a summary of material provisions of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) as well as the BVI Business Companies Act, 2004 (as amended) (the “BVI Act”) insofar as they relate to the material terms of our Ordinary Shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entirety of our Memorandum and Articles of Association, which have been filed with the U.S. Securities and Exchange Commission as exhibits to our Registration Statement on Form F-1 (File No. 333-274158), initially filed with the U.S. Securities and Exchange Commission on August 22, 2023.
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each Ordinary Share has no par value per share. The number of Ordinary Shares that have been issued as of the last day of the financial year ended December 31, 2023 is provided on the cover of the annual report on Form 20-F filed on May 15, 2024 (the “2023 Form 20-F”). Our Ordinary Shares may be held in either certificated or uncertificated form.
Preemptive Rights (Item 9.A.3 of Form 20-F)
The holders of our Ordinary Shares do not have pre-emptive rights under the BVI Act or pursuant to our Memorandum and Articles of Association.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
Each Ordinary Share entitles the holder thereof to one vote on all matters subject to the vote at general meetings of our company.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Ordinary Shares (Item 10.B.3 of Form 20-F)
Ordinary Shares
We are authorized to issue an unlimited number of Ordinary Shares, no par value per share. All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Our Ordinary Shares are issued in registered form. There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our Ordinary Shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Under the BVI Act, the Ordinary Shares are deemed to be issued when the name of the shareholder is entered in our register of members. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the Company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands Courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct the Company to pay all costs of the application and any damages the applicant may have sustained.
Dividends
The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors, subject to the BVI Act and our Memorandum and Articles of Association.
Voting Rights
Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members in writing, each in accordance with the Memorandum and Articles of Association. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
General Meetings of Shareholders
Under our Memorandum and Articles of Association, a copy of the notice of any meeting of shareholders shall be given not less than 7 days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding Ordinary Shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called on short notice if at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting, and presence at the meeting shall be deemed to constitute waiver for this purpose.
At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50 percent of the Ordinary Shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the Ordinary Shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then the members present shall choose a shareholder to act to chair the meeting of the shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in present of by proxy shall preside as chairman, failing which the oldest individual member or member representative shall take the chair.
A corporation that is a shareholder shall be deemed for the purpose of our Memorandum and Articles of Association to be present in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.
Transfer of Ordinary Shares
Subject to the restrictions contained in our Memorandum and Articles of Association, any of our shareholders may transfer all or any of his or her Ordinary Shares in accordance with NASDAQ's rules and procedures.
Liquidation
As permitted by the BVI Act and our Memorandum and Articles of Association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if our assets exceed our liabilities and we are able to pay our debts as they fall due. We may also be wound up in circumstances where we are insolvent in accordance with the terms of the BVI Insolvency Act, 2003 (as amended).
If we are wound up, any surplus remaining after all debts and liabilities are duly paid shall be distributable pari passu among the shareholders in proportion to the number of shares held by them.
Redemption of Ordinary Shares
Subject to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our Memorandum and Articles of Association and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities are listed.
Inspection of Books and Records
Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which will include the Company’s certificate of incorporation, its Memorandum and Articles of Association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the Company has elected to file such a register.
A member of the Company is also entitled, upon giving written notice to us, to inspect (i) our Memorandum and Articles of Association, (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, our directors may, if they are satisfied that it would be contrary to the Company’s interests to allow a member to inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.
Requirements to Change the Rights of Holders of Ordinary Shares (Item 10.B.4 of Form 20-F)
Variations of Rights of Shares
If at any time, the Company is authorized to issue more than one class of shares, all or any of the rights attached to any class of shares may be amended only with the consent in writing of or by a resolution passed at a meeting of not less than 50 percent of the shares of the class to be affected.
Limitations on the Rights to Own Ordinary Shares (Item 10.B.6 of Form 20-F)
There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our Ordinary Shares.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable. Under the BVI Act there are no provisions, which specifically prevent the issuance of preferred shares or any such other ‘poison pill’ measures. Therefore, the directors without the approval of the holders of Ordinary Shares may issue preferred shares that have characteristics that may be deemed to be anti-takeover. Additionally, such a designation of shares may be used in connection with plans that are poison pill plans. However, under British Virgin Islands law, our directors in the exercise of their powers granted to them under our Memorandum and Articles of Association and performance of their duties, are required to act honestly and in good faith in what the director believes to be in the best interests of our Company.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.
Differences Between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The BVI Act and the laws of the British Virgin Islands affecting British Virgin Islands companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. Under the laws of the British Virgin Islands, two or more companies may merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the merging of two or more constituent companies into one of the constituent companies (the “surviving company”) and a consolidation means the uniting of two or more constituent companies into a new company (the “consolidated company”). The procedure for a merger or consolidation between the Company and another company (which need not be a BVI company, and which may be the Company’s parent or subsidiary, but need not be) is set out in the BVI Act. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which with the exception of a merger between a parent company and its subsidiary, must also be approved by a resolution of a majority of the shareholders voting at a quorate meeting of shareholders or by written resolution of the shareholders of the BVI company or BVI companies which are to merge. While a director may vote on the plan of merger or consolidation, or any other matter, even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the Company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company. A transaction entered into by our Company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the Company and (ii) the transaction is in the ordinary course of the Company’s business and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the Company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the Company received fair value for the transaction. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of merger or consolidation has been approved by the directors and authorized, if required, by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the British Virgin Islands. The merger is effective on the date that the articles of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation.
As soon as a merger becomes effective: (a) the surviving company or consolidated company (so far as is consistent with its memorandum and articles of association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; (b) in the case of a merger, the memorandum and articles of association of any surviving company are automatically amended to the extent, if any, that changes to its memorandum and articles of association are contained in the articles of merger or, in the case of a consolidation, the memorandum and articles of association filed with the articles of consolidation are the memorandum and articles of the consolidated company; (c) assets of every description, including choses-in-action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the member, director, officer or agent thereof; as the case may be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company. The Registrar of Corporate Affairs shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companies in the case of a consolidation. If the directors determine it to be in the best interests of the Company, it is also possible for a merger to be approved as a Court approved plan of arrangement or scheme of arrangement in accordance with the BVI Act.
A shareholder may dissent from (a) a merger if the Company is a constituent company, unless the Company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation if the Company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50 per cent in value of the assets or business of the Company if not made in the usual or regular course of the business carried on by the Company but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a compulsory redemption of 10 per cent, or fewer of the issued shares of the Company required by the holders of 90%, or more of the shares of the Company pursuant to the terms of the BVI Act; and (e) a plan of arrangement, if permitted by the British Virgin Islands Court (each, an “Action”). A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.
A shareholder dissenting from an Action must object in writing to the Action before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the Company must give notice of this fact to each shareholder within 20 days who gave written objection. Such objection shall include a statement that the members proposes to demand payment for his or her shares if the Action is taken. These shareholders then have 20 days to give to the Company their written election in the form specified by the BVI Act to dissent from the Action, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the Company shall make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the Company determines to be the fair value of the shares. The Company and the shareholder then have 30 days to agree upon the price. If the Company and a shareholder fail to agree on the price within the 30 days, then the Company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.
Shareholders’ Suits. There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands law. These are summarized below.
Prejudiced members. A shareholder who considers that the affairs of the Company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the Company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the British Virgin Islands Court regulate the future conduct of the Company, or that any decision of the Company which contravenes the BVI Act or our Memorandum and Articles of Association be set aside.
Derivative actions. Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the Company in certain circumstances to redress any wrong done to it. Such actions are known as derivative actions. The BVI Court may only grant permission to bring a derivative action where the following circumstances apply:
| ● | the Company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
| ● | the Company does not intend to bring, diligently continue or defend or discontinue proceedings. |
When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:
| ● | whether the shareholder is acting in good faith; |
| ● | whether a derivative action is in the Company’s best interests, taking into account the directors’ views on commercial matters; |
| ● | whether the action is likely to proceed; |
| ● | the costs of the proceedings in relation to the relief likely to be obtained; and |
| ● | the costs of the proceedings in relation to the relief likely to be obtained. |
Just and equitable winding up. In addition to the statutory remedies outlined above, shareholders can also petition the BVI Court for the winding up of a company under the BVI Insolvency Act, 2003 (as amended) for the appointment of a liquidator to liquidate the Company and the court may appoint a liquidator for the Company if it is of the opinion that it is just and equitable for the court to so order. Save in exceptional circumstances, this remedy is generally only available where the Company has been operated as a quasi-partnership and trust and confidence between the partners has broken down.
Indemnification of Directors and Executive Officers and Limitation of Liability. Our Memorandum and Articles of Association provide that, subject to certain limitations, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:
| ● | is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or |
| ● | is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. |
These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the Memorandum and Articles of Association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.
Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute including, among other things, a statutory duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the Company. Our directors are also required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparable circumstances, taking into account without limitation, the nature of the Company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, our directors must ensure neither they nor the Company acts in a manner which contravenes the BVI Act or our Memorandum and Articles of Association.
Pursuant to the BVI Act and our Memorandum and Articles of Association, a director of a company who has an interest in a transaction and who has declared such interest to the other directors, may:
| (a) | vote on a matter relating to the transaction; |
| (b) | attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and |
| (c) | sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction. |
In certain limited circumstances, a shareholder has the right to seek various remedies against the Company in the event the directors are in breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, or proposes to engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the Memorandum and Articles of Association, the British Virgin Islands Court may, on application of a shareholder or director of the Company, make an order directing the Company or director to comply with, or restraining the Company or director from engaging in conduct that contravenes the BVI Act or the Memorandum and Articles of Association. Furthermore, pursuant to section 184I(1) of the BVI Act a shareholder of a company who considers that the affairs of the Company have been, are being or likely to be, conducted in a manner that is, or any acts of the Company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the British Virgin Islands Court for an order which, inter alia, can require the Company or any other person to pay compensation to the shareholders.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. British Virgin Islands law provides that, subject to the memorandum and articles of association of a company, an action that may be taken by members of the Company at a meeting may also be taken by a resolution of members consented to in writing.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our Memorandum and Articles of Association allow our shareholders holding 30% or more of the votes of the outstanding voting shares to requisition a shareholders’ meeting. There is no requirement under BVI law to hold shareholders’ annual general meetings, but our Memorandum and Articles of Association do permit the directors to call meetings of the members of the Company at such times and in such manner and places as the directors consider necessary or desirable. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. The BVI Act and our Memorandum and Articles of Association do not provide for cumulative voting.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, directors can be removed from office, with or without cause, by a resolution of shareholders passed at a meeting of the shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by at least 75 percent of the votes of the shareholders entitled to vote. Directors can also be removed by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. British Virgin Islands law has no comparable statute and our Memorandum and Articles of Association do not provide for the same protection afforded by the Delaware business combination statute.
Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our Memorandum and Articles of Association, we may appoint a voluntary liquidator by a resolution of the shareholders, provided that the directors have made a declaration of solvency that the Company is able to discharge its debts as they fall due and that the value of the Company’s assets exceed its liabilities.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied, whether or not our Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by a majority of the votes cast by those entitled to vote at a meeting of the holders of the issued shares in that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law, our Memorandum and Articles of Association may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. An amendment is effective from the date it is registered at the Registry of Corporate Affairs in the British Virgin Islands.
Anti-Money Laundering Laws. In order to comply with legislation or regulations aimed at the prevention of money laundering we are required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we also may delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.
We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.
If any person resident in the British Virgin Islands knows or suspects that another person is engaged in money laundering or terrorist financing and the information for that knowledge or suspicion came to their attention in the course of their business the person will be required to report his belief or suspicion to the Financial Investigation Agency of the British Virgin Islands, pursuant to the Proceeds of Criminal Conduct Act 1997 (as amended). Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Changes in Capital (Item 10.B.10 of Form 20-F)
We may from time to time by resolution of our board of directors or, subject to our Memorandum and Articles of Association:
| (a) | amend our Memorandum and Articles of Association to increase or decrease the maximum number of shares we are authorized to issue; |
| (b) | split our authorized and issued Ordinary Shares into a larger number of shares; and |
| (c) | combine our authorized and issued Ordinary Shares into a smaller number of shares. |
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Not applicable.
Exhibit 11.2
Insider Trading Compliance Manual
mF International Limited
Adopted [●], 2024
In order to take on an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors, and other related individuals, the Board of Directors (the “Board”) of mF International Limited, a BVI business company limited by shares incorporated under the laws of British Virgin Islands (the “Company”), has adopted the policies and procedures described in this Insider Trading Compliance Manual.
| I. | Adoption of Insider Trading Policy. |
Effective as of the date written above, the Company has adopted the Insider Trading Policy (the “Policy”), which prohibits trading based on material, non-public information regarding the Company and its subsidiaries (“Inside Information”). The Policy covers all officers and directors of the Company and its subsidiaries, all other employees of the Company and its subsidiaries, all secretaries and assistants supporting such officers, directors, or employees and consultants or advisors to the Company or its subsidiaries who have or may have access to Inside Information and members of the immediate family or household of any such person. The Policy (and/or a summary thereof) is to be delivered to all new officers, directors, employees, consultants, advisors and related individuals who are within the categories of covered persons upon the commencement of their relationships with the Company, and is to be circulated to all covered personnel at least annually.
| II. | Designation of Certain Persons. |
A. Insiders Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits “short-swing” profits by all directors and executive officers of the Company, and any direct or indirect beneficial owner of 10% or more of any of the Company’s equity security of any class (collectively, the “Insiders”) and such Insiders, in addition to any beneficial owners of 5% or more of the Company’s registered securities of any class, are subject to the reporting and liability provisions of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Section 13(d) Individuals”). Rule 3a12-3 under the Exchange Act exempts securities registered by a Foreign Private Issuer, or FPI from Section 16 of the Exchange Act. Accordingly, Section 13(d) Individuals of an FPI are not subject to the short-swing profit limits set forth in Section 16(b), nor are they required to comply with the Section 16(a) reporting requirements.
Under Sections 13(d) and 13(g) of the Exchange Act, and the U.S. Securities and Exchange Commission (“SEC”) related rules, subject to certain exemptions, any person who after acquiring, directly or indirectly the beneficial ownership of a certain class of equity securities, becomes, either directly or indirectly, the beneficial owner of more than 5% of such class must deliver a statement to the issuer of the security and to each exchange where the security is traded. Delivery to each exchange can be satisfied by making a filing on EDGAR (as defined below). In addition, Section 13(d) Individuals must file with the SEC a statement containing certain information, as well as any additional information that the SEC may deem necessary or appropriate in the public interest or for the protection of investors. Attached hereto as Exhibit A is a separate memorandum which discusses the relevant terms of Section 13.
B. Other Persons Subject to Policy. In addition, certain employees, consultants, and advisors of the Company as described in Section I above have, or are likely to have, from time to time access to Inside Information and together with the Insiders, are subject to the Policy.
| III. | Appointment of Chief Compliance Officer. |
The Company has appointed Chi Weng Tam as the Company’s Chief Compliance Officer (the “Compliance Officer”).
| IV. | Duties of the Compliance Officer. |
The Compliance Officer has been designated by the Board to handle any and all matters relating to the Company’s Insider Trading Compliance Program. Certain duties may be delegated to outside counsel with special expertise in securities issues and relevant law. The duties of the Compliance Officer shall include the following:
A. Pre-clearing all transactions involving the Company’s securities by the Insiders and those individuals having regular access to Inside Information, defined for these purposes to include all officers, directors, and employees of the Company and its subsidiaries and members of the immediate family or household of any such person, in order to determine compliance with the Policy, insider trading laws, Section 13 and Section 16 of the Exchange Act and Rule 144 promulgated under the Securities Act of 1933, as amended. Attached hereto as Exhibit C is a Pre-Clearance Checklist to assist the Compliance Officer in the performance of his or her duties hereunder.
B. Assisting in the preparation and filing of Section 13(d) reports for all Section 13(d) Individuals although the filings are their individual obligations.
C. Serving as the designated recipient at the Company of copies of reports filed with the SEC by Section 13(d) Individuals under Section 13(d) of the Exchange Act.
D. Performing periodic reviews of available materials, which may include Schedule 13D, Schedule 13G, Form 144, officers’ and directors’ questionnaires, as applicable, and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors and others who have, or may have, access to Inside Information.
E. Circulating the Policy (and/or a summary thereof) to all covered employees, including the Insiders, on an annual basis, and providing the Policy and other appropriate materials to new officers, directors and others who have, or may have, access to Inside Information.
F. Assisting the Board in implementing the Policy and Sections I and II of this memorandum.
G. Coordinating with Company counsel regarding all securities compliance matters.
H. Retaining copies of all appropriate securities reports, and maintaining records of his or her activities as Compliance Officer.
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mF International Limited
Insider Trading Policy
and Guidelines with Respect to Certain Transactions in the Company’s Securities
Section I
APPLICABILITY OF POLICY
This Policy applies to all transactions in the Company’s securities, including ordinary shares, options and warrants to purchase ordinary shares, and any other securities the Company may issue from time to time, such as preferred shares, and convertible debentures, as well as derivative securities relating to the Company’s shares, whether issued by the Company, such as exchange-traded options. It applies to all officers and directors of the Company, all other employees of the Company and its subsidiaries, all secretaries and assistants supporting such directors, officers, and employees, and consultants or advisors to the Company or its subsidiaries who have or may have access to Material Non-public Information (as defined below) regarding the Company and members of the immediate family or household of any such person. This group of people is sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Non-public Information from any Insider.
Any person who possesses Material Non-public Information regarding the Company is an Insider for so long as such information is not publicly known.
Section II
DEFINITION OF MATERIAL NON-PUBLIC INFORMATION
It is not possible to define all categories of material information. However, information should be regarded as “material” if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. Material information may be positive or negative. “Non-public Information” is information that has not been previously disclosed to the general public and is otherwise not available to the general public.
While it may be difficult to determine whether any particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include:
| ● | Financial results; | |
| ● | Entry into a material agreement or discussions regarding entry into a material agreement; | |
| ● | Projections of future earnings or losses; | |
| ● | Major contract awards, cancellations or write-offs; | |
| ● | Joint ventures or commercial ventures with third parties; | |
| ● | News of a pending or proposed merger or acquisition; |
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| ● | News of the disposition of material assets; | |
| ● | Impending bankruptcy or financial liquidity problems; | |
| ● | Gain or loss of a significant line of credit; | |
| ● | Significant breach of a material agreement; | |
| ● | New business or services announcements of a significant nature; | |
| ● | Share splits; | |
| ● | New equity or debt offerings; | |
| ● | Significant litigation exposure due to actual or threatened litigation; | |
| ● | Changes in senior management or the Board; | |
| ● | Capital investment plans; and | |
| ● | Changes in dividend policy. |
All of the foregoing categories of information and any similar information should be considered “Material Non-public Information” for purposes of this Policy. If there are any questions regarding whether a particular item of information is Material Non-public Information, please consult the Compliance Officer or the Company’s legal counsel before taking any action with respect to such information.
Section III
CERTAIN EXCEPTIONS
For purposes of this Policy, the Company considers that the exercise of stock options under the Company’s stock option plan (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction involving only the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.
Section IV
STATEMENT OF POLICY
General Policy
It is the policy of the Company to prohibit the unauthorized disclosure of any non-public information acquired in the workplace and the misuse of Material Non-public Information in securities trading.
Specific Policies
1. Trading on Material Non-public Information. With certain exceptions, no officer or director of the Company, no employee of the Company or its subsidiaries and no consultant or advisor to the Company or any of its subsidiaries and no members of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Non-public Information concerning the Company, and ending at the close of business on the second Trading Day (as defined below) following the date of public disclosure of that information, or at such time as such non-public information is no longer material. However, see “Permitted Trading Period” below for a full discussion of trading pursuant to a pre-established plan or by delegation.
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As used herein, the term “Trading Day” shall mean a day on which national stock exchanges are open for trading.
2. Tipping. No Insider shall disclose (“tip”) Material Non-public Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Non-public Information as to trading in the Company’s securities.
Regulation FD (Fair Disclosure) (“Disclosure Regulation”) is an issuer disclosure rule implemented by the SEC that addresses selective disclosure. The Disclosure Regulation provides that when the Company, or person acting on its behalf, discloses Material Non-public Information to certain enumerated persons (in general, securities market professionals and holders of the Company’s securities who may well trade on the basis of the information), it must make public disclosure of that information. The timing of the required public disclosure depends on whether the selective disclosure was intentional or unintentional; for an intentional selective disclosure, the Company must make public disclosures simultaneously; for a non-intentional disclosure, the Company must make public disclosure promptly. Under the Disclosure Regulation, the required public disclosure may be made by filing or furnishing a Form 6-K, or by another method or combination of methods that is reasonably designed to effect broad, non-exclusionary distribution of the information to the public.
It is the Company’s policy that all communications with the press be handled through our Chief Executive Officer (CEO) or investor/public relations firm. Please refer all press, analyst or similar requests for information to the Company’s CEO and do not respond to any inquiries without prior authorization from the Company’s CEO. If the Company’s CEO is unavailable, the Company’s Chief Financial Officer will fill this role.
3. Confidentiality of Non-public Information. Non-public information relating to the Company is the property of the Company and the unauthorized disclosure of such information (including, without limitation, via email or by posting on Internet message boards or blogs, anonymously or otherwise) is strictly forbidden.
4. Duty to Report Inappropriate and Irregular Conduct. All employees, and particularly executives, managers and/or supervisors, have a responsibility for maintaining financial integrity within the Company, and being consistent with generally accepted accounting principles and both federal and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or irregularities, whether by witnessing the incident or being told of it, must report it to their immediate supervisor and to the chairman of the Company’s Audit Committee of the Board (or to the Chairman of the Board, if an Audit Committee has not been established). For a more complete understanding of this issue, employees should consult their employee manual and or seek the advice of the Company’s general counsel or outside counsel. Our outside securities counsel is Hunter Taubman Fischer & Li LLC, attention: Ying Li, Esq. at (212) 530-2206, email yli@htflawyers.com.
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Section V
POTENTIAL CRIMINAL AND CIVIL LIABILITY
AND/OR DISCIPLINARY ACTION
1. Liability for Insider Trading. Insiders may be subject to penalties of up to $5,000,000 and up to twenty (20) years in jail for engaging in transactions in the Company’s securities at a time when they possess Material Non-public Information regarding the Company, regardless of whether such transactions were profitable. In addition, the SEC has the authority to seek a civil monetary penalty of up to three times the amount of profit gained or loss avoided by illegal insider trading. “Profit gained” or “loss avoided” generally means the difference between the purchase or sale price of the Company’s shares and its value as measured by the trading price of the shares a reasonable period after public dissemination of the non-public information.
2. Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Non-public Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the Financial Industry Regulatory Authority, Inc. use sophisticated electronic surveillance techniques to monitor all trades and uncover insider trading.
3. Possible Disciplinary Actions. Individuals subject to the Policy who violate this Policy shall also be subject to disciplinary action by the Company, which may include suspension, forfeiture of perquisites and ineligibility for future participation in the Company’s equity incentive plans and/or termination of employment.
Section VI
PERMITTED TRADING PERIOD
| 1. | Black-Out Period and Trading Window. |
To ensure compliance with this Policy and applicable federal and state securities laws, the Company requires that all officers, directors, employees, and all members of the immediate family or household of any such person refrain from conducting any transactions involving the purchase or sale of the Company’s securities, other than during the period in any half year commencing at the close of business on the second Trading Day following the date of public disclosure of the financial results for the prior interim period or fiscal year and ending on the twenty-fifth day of the sixth month of the half year (the “Trading Window”). Notwithstanding the foregoing, persons subject to this Policy may submit a request to the Company to purchase or sell the Company’s securities outside the Trading Window on the basis that they do not possess any Material Non-public Information. The Compliance Officer shall review all such requests and may grant such requests on a case-by-case basis if he or she determines that the person making such request does not possess any Material Non-public Information at that time.
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If such public disclosure occurs on a Trading Day before the markets close, then such date of disclosure shall be considered the first Trading Day following such public disclosure. For example, if such public disclosure occurs at 1:00 p.m. EST on June 10, then June 10 shall be considered the first Trading Day following such disclosure.
Please be advised that these guidelines are merely estimates. The actual trading window may be different because the Company’s interim report or annual report may be filed earlier or later. The filing date of an interim report or annual report may fall on a weekend or the Company may delay filing an annual report due to an extension. Please check with the Compliance Officer to confirm whether the trading window is open.
The safest period for trading in the Company’s securities, assuming the absence of Material Non-public Information, is generally the first ten Trading Days of the Trading Window. It is the Company’s policy that the period when the Trading Window is “closed” is a particularly sensitive period of time for transactions in the Company’s securities from the perspective of compliance with applicable securities laws. This is because the officers, directors and certain other employees are, as any half-year period progresses, increasingly likely to possess Material Non-public Information about the expected financial results for the period. The purpose of the Trading Window is to avoid any unlawful or improper transactions or even the appearance of any such transactions.
It should be noted that even during the Trading Window any person possessing Material Non-public Information concerning the Company shall not engage in any transactions involving the Company’s securities until such information has been known publicly for at least two Trading Days. The Company has adopted the policy of delaying trading for “at least two Trading Days” because the securities laws require that the public be informed effectively of previously undisclosed material information before Insiders trade in the Company’s shares. Public disclosure may occur through a widely disseminated press release or through filings, such as Form 6-K, with the SEC. Furthermore, in order for the public to be effectively informed, the public must be given time to evaluate the information disclosed by the Company. Although the amount of time necessary for the public to evaluate the information may vary depending on the complexity of the information, generally two Trading Days is sufficient.
From time to time, the Company may also require that directors, officers, selected employees, and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons may not engage in any transaction involving the purchase or sale of the Company’s securities during such period and may not disclose to others the fact of such suspension of trading.
Although the Company may from time to time require during a Trading Window that directors, officers, selected employees, and others suspend trading because of developments known to the Company and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading. Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.
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Notwithstanding these general rules, Insiders may trade outside of the Trading Window provided that such trades are made pursuant to a pre-established plan or by delegation. These alternatives are discussed in the next section.
| 2. | Trading According to a Pre-established Plan or by Delegation. |
Trading which is not “on the basis of” Material Non-public Information may not give rise to insider trading liability. The SEC has adopted Rule 10b5-1 under which insider trading liability can be avoided if Insiders follow very specific procedures. In general, such procedures involve trading according to pre-established instructions (a “Pre-established Trade”).
Pre-established Trades must:
(a) Be documented by a contract, written plan, or formal instruction which provides that the trade take place in the future. For example, an Insider can contract to sell his or her shares on a specific date, or simply delegate such decisions to an investment manager, 401(k) plan administrator or a similar third party. This documentation must be provided to the Compliance Officer;
(b) Include in its documentation the specific amount, price and timing of the trade, or the formula for determining the amount, price and timing. For example, the Insider can buy or sell shares in a specific amount and on a specific date each month, or according to a pre-established percentage (of the Insider’s salary, for example) each time that the share price falls or rises to pre-established levels. In the case where trading decisions have been delegated, the specific amount, price and timing need not be provided;
(c) Include additional representation in its documentation for Directors and Officers. If the person who entered into the pre-established contract, written plan, or formal instruction (discussed in Section VI.2(a) above) is a director or officer of the Company, such director or officer shall include a representation certifying that, on the date of adoption of the pre-established contract, plan, or instruction, (i) he or she is not aware of any material nonpublic information about the Company or its securities, and (ii) he or she is adopting the pre-established contract, plan, or instruction in good faith and not as part of a plan or scheme to evade prohibitions on inside trading;
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(c) Be implemented at a time when the Insider does not possess Material Non-public Information and Upon the Expiration of a Cooling-Off Period. As a practical matter, this means that the Insider may set up Pre-established Trades, or delegate trading discretion, only during a “Trading Window” (discussed in Section VI.1 above); provided that (i) any director or officer of the Company may not conduct a Pre-established Trade until the expiration of a cooling-off period, consisting of the later of (A) 90 days after the adoption or modification of the pre-established contract, plan, or instruction, and (B) two business days following the disclosure of the Company’s financial results in a Form 20-F or Form 6-K (but, in any event, this required cooling period is subject to a maximum of 120 days after adoption of the pre-established contract, plan, or instruction), and (ii) any other persons, who are covered by the Policy (as discussed in Section I above) and are not directors or officers, may not conduct a Pre-established Trade until the expiration of a cooling-off period that is 30 days after the adoption of the pre-established contract, plan, or instruction; and,
(d) Remain beyond the scope of the Insider’s influence after implementation. In general, the Insider must allow the Pre-established Trade to be executed without changes to the accompanying instructions, and the Insider cannot later execute a hedge transaction that modifies the effect of the Pre-established Trade. An Insider wishing to change the amount, price or timing of a Pre-established Trade, or terminate a Pre-established Trade, can do so only during a “Trading Window” (discussed in Section 1, above). If the Insider has delegated decision-making authority to a third party, the Insider cannot subsequently influence the third party in any way and such third party must not possess material non-public information at the time of any of the trades.
Prior to implementing a pre-established plan for trading, all officers and directors must receive the approval for such plan from the Compliance Officer. In addition, Insiders are generally prohibited from having more than one pre-established contract, plan, or instruction covering the same time period for open market purchase of sales of the Company’s securities, unless one of the exceptions under 17 C.F.R 240.10b5-1(c)(1)(ii)(D) is met. Furthermore, Issuers are prohibited from entering into more than one pre-established contract, plan, or instruction, which is designed to effect open-market purchase or sale of the Company’s securities as a single transaction, for any given 12-month period.
| 3. | Pre-Clearance of Trades. |
Even during a Trading Window, all officers, directors, employees, as well as members of the immediate family or household of such individuals, must comply with the Company’s “pre-clearance” process prior to trading in the Company’s securities, implementing a pre-established plan for trading, or delegating decision-making authority over the Insider’s trades. To do so, each officer and director must contact the Compliance Officer prior to initiating any of these actions. Trades executed pursuant to a properly implemented Pre-Established Trade approved by the Compliance Officer do not need to be pre-cleared. The Company may also find it necessary, from time to time, to require compliance with the pre-clearance process from certain individuals other than those mentioned above.
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| 4. | Individual Responsibility. |
As Insiders, every person subject to this Policy has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Company has established a Trading Window applicable to that Insider or any other Insiders of the Company. Each individual, and not necessarily the Company, is responsible for his or her own actions and will be individually responsible for the consequences of their actions. Therefore, appropriate judgment, diligence and caution should be exercised in connection with any trade in the Company’s securities. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the Material Non-public Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.
| 5. | Exceptions to the Policy. |
Any exceptions to this Policy may only be made by advance written approval of each of: (i) the CEO, (ii) the Compliance Officer and (iii) the Chairman of the Audit Committee of the Board (or the Chairman of the Board if an Audit Committee has not been established). Any such exceptions shall be immediately reported to the remaining members of the Board.
Section VII
APPLICABILITY OF POLICY TO INSIDE INFORMATION
REGARDING OTHER COMPANIES
This Policy and the guidelines described herein also apply to Material Non-public Information relating to other companies, including the Company’s customers, vendors or suppliers or potential acquisition targets (“business partners”), when that information is obtained in the course of employment or performance of other services on behalf of the Company. Civil and criminal penalties, as well as the termination of employment, may result from trading on inside information regarding the Company’s business partners. All employees should treat Material Non-public Information about the Company’s business partners with the same care as is required with respect to the information relating directly to the Company.
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Section VIII
PROHIBITION AGAINST BUYING AND SELLING
COMPANY ORDINARY SHARES WITHIN A SIX-MONTH PERIOD
Insiders
Generally, purchases and sales (or sales and purchases) of Company ordinary shares occurring within any six-month period in which a mathematical profit is realized result in illegal “short-swing profits”. The prohibition against short-swing profits is found in Section 16 of the Exchange Act. Section 16 was drafted as a rather arbitrary prohibition against profitable “insider trading” in a company’s securities within any six-month period regardless of the presence or absence of Material Non-public Information that may affect the market price of those securities. Each executive officer, director and 10% or greater shareholder of the Company is subject to the prohibition against short-swing profits under Section 16. The measure of damages is the profit computed from any purchase and sale or any sale and purchase within the short-swing (i.e., six-month) period, without regard to any setoffs for losses, any first-in or first-out rules, or the identity of the ordinary shares. This approach sometimes has been called the “lowest price in, highest price out” rule and can result in a realization of “profits” for Section 16 purposes even when the Insider has suffered a net loss on his or her trades. Rule 3a12-3 under the Exchange Act exempts securities registered by an FPI from Section 16 of the Exchange Act. Accordingly, Section 13(d) Individuals of an FPI are not subject to the short-swing profit limits set forth in Section 16(b), nor are they required to comply with the Section 16(a) reporting requirements.
Section IX
INQUIRIES
Please direct your questions as to any of the matters discussed in this Policy to the Compliance Officer.
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Exhibit A
Section 13 Memorandum
| To: | All Officers, Directors and 5% or greater Shareholders (“Insider”) |
| Re: | Overview of Section 13 Under the Exchange Act of 1934, as amended |
| A. | Introduction. |
This Memorandum provides an overview of Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules promulgated by the SEC.
Each executive officer, director and 5% or greater shareholder (commonly called an “Insider”) of mF International Limited (the “Company”) is personally responsible for complying with the provisions of Section 13, and failure by an Insider to comply strictly with his or her reporting requirements will result in an obligation by the Company to publicly disclose such failure. Moreover, Congress has granted the SEC authority to seek monetary court-imposed fines on Insiders who fail to timely comply with their reporting obligations.
Under Section 13 of the Exchange Act, reports made to the SEC are filed on Schedule 13D, Schedule 13G, Form 13F, and Form 13H. A securities firm (and, in some cases, its parent company or other control persons) generally will have a Section 13 reporting obligation if the firm directly or indirectly:
| ● | beneficially owns, in the aggregate, more than 5% of a class of the voting, equity securities (the “Section 13(d) Securities”): | |
| ● | registered under Section 12 of the Exchange Act, | |
| ● | issued by any closed-end investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or | |
| ● | issued by any insurance company that would have been required to register its securities under Section 12 of the Exchange Act but for the exemption under Section 12(g)(2)(G) thereof (see Schedules 13D and 13G: Reporting Significant Acquisition and Ownership Positions below); | |
| ● | manages discretionary accounts that, in the aggregate, hold equity securities trading on a national securities exchange with an aggregate fair market value of $100 million or more; or | |
| ● | manages discretionary accounts that, in the aggregate, purchase or sell any NMS securities (generally exchange-listed equity securities and standardized options) in an aggregate amount equal to or greater than (i) 2 million shares or shares with a fair market value of over $20 million during a day, or (ii) 20 million shares or shares with a fair market value of over $200 million during a calendar month. |
| B. | Reporting Requirements Under Section 13(d) and 13(g). |
1. General. Sections 13(d) and 13(g) of the Exchange Act require any person or group of persons1 who directly or indirectly acquires or has beneficial ownership2 of more than 5% of a class of an issuer’s Section 13(d) Securities (the “5% threshold”) to report such beneficial ownership on Schedule 13D or Schedule 13G, as appropriate. Both Schedule 13D and Schedule 13G require background information about the reporting persons and the Section 13(d) Securities listed on the schedule, including the name, address, and citizenship or place of organization of each reporting person, the amount of the securities beneficially owned and aggregate beneficial ownership percentage, and whether voting and investment power is held solely by the reporting persons or shared with others. Reporting persons that must report on Schedule 13D are also required to disclose a significant amount of additional information, including certain disciplinary events, the source and amount of funds or other consideration used to purchase the Section 13(d) Securities, the purpose of the acquisition, any plans to change or influence the control of the issuer, and a list of any transactions in the securities effected in the last 60 days. A reporting person may use the less burdensome Schedule 13G if it meets certain criteria described below.
In general, Schedule 13G is available to any reporting person that falls within one of the following three categories:
| ● | Exempt Investors. A reporting person is an “Exempt Investor” if the reporting person beneficially owns more than 5% of a class of an issuer’s Section 13(d) Securities at the end of a calendar year, but its acquisition of the securities is exempt under Section 13(d)(6) of the Exchange Act. For example, a person that acquired all of its Section 13(d) Securities prior to the issuer’s registration of such securities (or class of securities) under the Exchange Act, or acquired no more than 2% of the Section 13(d) Securities within a 12-month period, is considered to be an Exempt Investor and would be eligible to file reports on Schedule 13G. |
1 A “group” is defined in Rule 13d-5 as “two or more persons [that] agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer.” See, for example, the persons described above in Reporting Obligations of “Control Persons”. An agreement to act together does not need to be in writing and may be inferred by the SEC or a court from the concerted actions or common objective of the group members.
2 Under Rule 13d-3, “beneficial ownership” of a security exists if a person, directly or indirectly, through any contract, arrangement, understanding, or relationship or otherwise, has or shares voting power and/or investment power over a security. “Voting power” means the power to vote or direct the voting of a security. “Investment power” means the power to dispose of or direct the disposition of a security. Under current SEC rules, a person holding securities-based swaps or other derivative contracts may be deemed to beneficially own the underlying securities if the swap or derivative contract provides the holder with voting or investment power over the underlying securities. Please contact us if you would like guidance regarding the application of Section 13 to securities-based swaps or other derivative contracts.
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| ● | Qualified Institutions. Along with certain other institutions listed under the Exchange Act3, a reporting person that is a registered investment adviser or broker-dealer may file a Schedule 13G as a “Qualified Institution” if it (a) acquired its position in a class of an issuer’s Section 13(d) Securities in the ordinary course of its business, (b) did not acquire such securities with the purpose or effect of changing or influencing control of the issuer, nor in connection with any transaction with such purpose or effect (such purpose or effect, an “activist intent”), and (c) promptly notifies any discretionary account owner on whose behalf the firm holds more than 5% of the Section 13(d) Securities of such account owner’s potential reporting obligation. | |
| ● | Passive Investors. A reporting person is a “Passive Investor” if it beneficially owns more than 5% but less than 20% of a class of an issuer’s Section 13(d) Securities and (a) the securities were not acquired or held with an activist intent, and (b) the securities were not acquired in connection with any transaction having an activist intent. There is no requirement that a Passive Investor limit its acquisition of Section 13(d) Securities to purchases made in the ordinary course of its business. In addition, a Passive Investor does not have an obligation to notify discretionary account owners on whose behalf the firm holds more than 5% of such Section 13(d) Securities of such account owner’s potential reporting obligation. |
2. Method of Filing.
(a) An Insider must file Section 13 schedules in electronic format via the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) in accordance with EDGAR rules set forth in Regulation S-T.
(b) Filing Date. Schedules are deemed filed with the SEC or the applicable exchange on the date recognized by EDGAR. For Section 13 purposes, filings may be made up to 10 p.m. EST. In the event that a due date falls on a weekend or SEC holiday, the filing will be deemed timely filed if it is filed on EDGAR by the next business day after such weekend or holiday. An Insider must first obtain several different identification codes from the SEC before the filings can be submitted. In order to receive such filing codes, the Insider first submits a Form ID to the SEC. The Form ID must be signed, notarized, and submitted electronically through the SEC’s Filer Management website, which can be accessed at https://www.filermanagement.edgarfiling.sec.gov. The Insider is required to retain a manually signed hard copy of all EDGAR filings (and related documents like powers of attorney) in its records available for SEC inspection for a period of five years after the date of filing.
3 Under Rule 13d-1, a reporting person also qualifies as a Qualified Institution if it is a bank as defined in Section 3(a)(6) of the Exchange Act, an insurance company as defined in Section 3(a)(19) of the Exchange Act, an investment company registered under the Investment Company Act, or an employee benefit plan, savings association, or church plan. The term “Qualified Institution” also includes a non-U.S. institution that is the functional equivalent of any of the foregoing entities and the control persons and parent holding companies of an entity that qualifies as a Qualified Institution.
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(c) Company. In addition, the rules under Section 13 require that a copy of the applicable filing be sent to the issuer of the security at its principal executive office by registered or certified mail. A copy of Schedules filed pursuant to §§ 240.13d-1(a) and 240.13d-2(a) shall also be sent to each national securities exchange where the security is traded.
(d) Securities to be Reported. A person who is subject to Section 13 must only report as beneficially owned those securities in which he or she has a pecuniary interest. See the discussion of “beneficial ownership” below at Section D.
3. Initial Report of Ownership – Schedule 13D or 13G. Under Section 13, Insiders are required to make an initial report on Schedule 13D or Schedule 13G to the SEC of their holdings of all equity securities of the corporation (whether or not such equity securities are registered under the Exchange Act). This would include all traditional types of securities, such as ordinary shares, preferred shares and junior shares, as well as all types of derivative securities, such as warrants to purchase shares, options to purchase shares, puts and calls. Even Insiders who do not beneficially own any equity securities of the Company must file a report to that effect.
(a) Initial Filing Deadline. An Insider who is not eligible to use Schedule 13G must file a Schedule 13D within 10 days of such reporting person’s direct or indirect acquisition of beneficial ownership of more than 5% of a class of an issuer’s Section 13(d) Securities.
| ● | A reporting person that is an Exempt Investor is required to file its initial Schedule 13G within 45 days of the end of the calendar year in which the person exceeds the 5% threshold. | |
| ● | A reporting person that is a Qualified Institution also is required to file its initial Schedule 13G within 45 days of the end of the calendar year in which the person exceeds the 5% threshold. Since the 5% threshold for a Qualified Institution is calculated as of the end of a calendar year, a Qualified Institution that acquires directly or indirectly more than 5% of a class of an issuer’s Section 13(d) Securities during a calendar year, but as of December 31 has reduced its interest below the 5% threshold, will not be required to file an initial Schedule 13G. However, a Qualified Institution that acquires direct or indirect beneficial ownership of more than 10% of a class of an issuer’s Section 13(d) Securities prior to the end of a calendar year must file an initial Schedule 13G within 10 days after the first month in which the person exceeds the 10% threshold. | |
| ● | A reporting person that is a Passive Investor must file its initial Schedule 13G within 10 days of the date on which it exceeds the 5% threshold. |
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(b) Switching from Schedule 13G to Schedule 13D. If an Insider that previously filed a Schedule 13G no longer satisfies the conditions to be an Exempt Investor, Qualified Institution, or Passive Investor, the person must switch to reporting its beneficial ownership of a class of an issuer’s Section 13(d) Securities on a Schedule 13D (assuming that the person continues to exceed the 5% threshold). This could occur in the case of (1) an Insider that changes from acquiring or holding Section 13(d) Securities for passive investment to acquiring or holding such securities with an activist intent, (2) an Insider that is a Qualified Institution that deregisters as an investment adviser pursuant to an exemption under the Investment Advisers Act of 1940, as amended, or applicable state law, or (3) an Insider that is a Passive Investor that acquires 20% or more of a class of an issuer’s Section 13(d) Securities. In each case, the Insider must file a Schedule 13D within 10 days of the event that caused it to no longer satisfy the necessary conditions (except that, if a former Qualified Institution is able to qualify as a Passive Investor, such person may simply amend its Schedule 13G within 10 days to switch its status).
An Insider who is required to switch to reporting on a Schedule 13D will be subject to a “cooling off” period from the date of the event giving rise to a Schedule 13D obligation (such as the change to an activist intent or acquiring 20% of a class of an issuer’s Section 13(d) Securities) until 10 calendar days after the filing of Schedule 13D. During the “cooling off” period, the reporting person may not vote or direct the voting of the Section 13(d) Securities or acquire additional beneficial ownership of such securities. Consequently, a person should file a Schedule 13D as soon as possible once he is obligated to switch from a Schedule 13G to reduce the duration of the “cooling off” period.
The Insider will thereafter be subject to the Schedule 13D reporting requirements with respect to the Section 13(d) Securities until such time as the former Schedule 13G reporting person once again qualifies as a Qualified Institution or Passive Investor with respect to the Section 13(d) Securities or has reduced its beneficial ownership interest below the 5% threshold. However, only a reporting person that was originally eligible to file a Schedule 13G and was later required to file a Schedule 13D may switch to reporting on Schedule 13G.4
4. Changes in Ownership – Amendments to Schedule 13D or 13G.
Amendments to Schedule 13D. If there has been any material change to the information in a Schedule 13D previously filed by an Insider5, the person must promptly file an amendment to such Schedule 13D. A material change includes, without limitation, a reporting person’s acquisition or disposition of 1% or more of a class of the issuer’s Section 13(d) Securities, including as a result of an issuer’s repurchase of its securities. An acquisition or disposition of less than 1% may be considered a material change depending on the circumstances. A disposition that reduces a reporting person’s beneficial ownership interest below the 5% threshold, but is less than a 1% reduction, is not necessarily a material change that triggers an amendment to Schedule 13D. However, an amendment in such a circumstance is recommended to eliminate the reporting person’s filing obligations if the reporting person does not in the near term again expect to increase its ownership above 5%. “Promptly” is generally considered to be within 2 to 5 calendar days of the material change, depending on the facts and circumstances.
4 See Question 103.07 (September 14, 2009), Regulation 13D-G C&DIs.
5 This includes a change in the previously reported ownership percentage of a reporting person even if such change results solely from an increase or decrease in the aggregate number of outstanding securities of the issuer.
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Amendments to Schedule 13G.
| ● | Annual. If a reporting person previously filed a Schedule 13G and there has been any change to the information reported in such Schedule 13G as of the end of a calendar year, then an amendment to such Schedule 13G must be filed within 45 days of the calendar year end. A reporting person is not required to make an annual amendment to Schedule 13G if there has been no change since the previously filed Schedule 13G or if the only change results from a change in the person’s ownership percentage as a result of a change in the aggregate number of Section 13(d) Securities outstanding (e.g., due to an issuer’s repurchase of its securities). | |
| ● | Other than Annual (Qualified Institutions). A reporting person that previously filed a Schedule 13G as a Qualified Institution reporting beneficial ownership of less than 10% of a class of an issuer’s Section 13(d) Securities, must file an amendment to its Schedule 13G within 10 days of the end of the first month such Qualified Institution is the direct or indirect beneficial owner of more than 10% of a class of the issuer’s Section 13(d) Securities. Thereafter, within 10 days after the end of any month in which the person’s direct or indirect beneficial ownership of such securities increases or decreases by more than 5% of the class of securities (computed as of the end of the month), the person must file an amendment to Schedule 13G. | |
| ● | Other than Annual (Passive Investors). A reporting person that previously filed a Schedule 13G as a Passive Investor must promptly file an amendment any time it directly or indirectly acquires more than 10% of a class of an issuer’s Section 13(d) Securities. Thereafter, the reporting person must file an amendment to Schedule 13G promptly after its direct or indirect beneficial ownership of such securities increases or decreases by more than 5%. |
5. Reporting Identifying Information for Large Traders - Form 13H. Rule 13h-1 of the Exchange Act requires a Form 13H to be filed with the SEC by any individual or entity (each, a “Large Trader”) that, directly or indirectly, exercises investment discretion over one or more accounts and effects transactions in NMS Securities (as defined below) for those accounts through one or more registered broker-dealers that, in the aggregate, equal or exceed (a) 2 million shares or $20 million in fair market value during any calendar day, or (b) 20 million shares or $200 million in fair market value during any calendar month (each, an “identifying activity level”). Under Regulation NMS, an “NMS Security” is defined to include any U.S. exchange-listed equity securities and any standardized options, but does not include any exchange-listed debt securities, securities futures, or shares of open-end mutual funds that are not currently reported pursuant to an effective transaction reporting plan under the Exchange Act. A Large Trader must file an initial Form 13H promptly after effecting aggregate transactions equal to or greater than one of the identifying activity levels. The SEC has indicated that filing within 10 days will be deemed a prompt filing. Amendments to Form 13H must be filed within 45 days after the end of each full calendar year and then promptly following the end of a calendar quarter if any of the information on Form 13H becomes inaccurate.
| A-6 |
Form 13H requires that a Large Trader, reporting for itself and for any affiliate that exercises investment discretion over NMS securities, list the broker-dealers at which the Large Trader and its affiliates have accounts and designate each broker-dealer as a “prime broker,” an “executing broker,” and/or a “clearing broker.” Form 13H filings with the SEC are confidential and exempt from disclosure under the United States Freedom of Information Act. The information is, however, subject to disclosure to Congress and other federal agencies and when ordered by a court. If a securities firm has multiple affiliates in its organization that qualify as Large Traders, Rule 13h-1 permits the Large Traders to delegate their reporting obligation to a control person that would file a consolidated Form 13H for all of the Large Traders it controls. Otherwise, each Large Trader in the organization will be required to file a separate Form 13H.
6. Reporting Obligations of Control Persons and Clients.
The Firm’s Obligations. As discussed above, a securities firm is deemed to be the beneficial owner of Section 13(d) Securities in all accounts over which it exercises voting and/or investment power. Therefore, a firm will be a reporting person if it directly or indirectly acquires or has beneficial ownership of more than 5% of a class of an issuer’s Section 13(d) Securities. Unless a securities firm has an activist intent with respect to the issuer of the Section 13(d) Securities, the firm generally will be able to report on Schedule 13G as either a Qualified Institution or as a Passive Investor.
Obligations of a Firm’s Control Persons. Any control person (as defined below) of a securities firm, by virtue of its ability to direct the voting and/or investment power exercised by the firm, may be considered an indirect beneficial owner of the Section 13(d) Securities. Consequently, the direct or indirect control persons of a securities firm may also be reporting persons with respect to a class of an issuer’s Section 13(d) Securities. The following persons are likely to be considered “control persons” of a firm:
| ● | any general partner, managing member, trustee, or controlling shareholder of the firm; and | |
| ● | the direct or indirect parent company of the firm and any other person that indirectly controls the firm (e.g., a general partner, managing member, trustee, or controlling shareholder of the direct or indirect parent company). |
| A-7 |
If a securities firm (or parent company) is directly or indirectly owned by two partners, members, trustees, or shareholders, generally each such partner, member, trustee, or shareholder is deemed to be a control person. For example, if a private fund that beneficially owns more than 5% of a class of an issuer’s Section 13(d) Securities is managed by a securities firm that is a limited partnership, the general partner of which is a limited liability company that in turn is owned in roughly equal proportions by two managing members, then each of the private fund, the securities firm, the firm’s general partner, and the two managing members of the general partner likely will have an independent Section 13 reporting obligation.
Availability of Filing on Schedule 13G by Control Persons. Any direct and indirect control person of a securities firm may file a Schedule 13G as an Exempt Investor, a Qualified Institution or as a Passive Investor to the same extent as any other reporting person as described above. In order for a control person to file a Schedule 13G as a Qualified Institution, however, no more than 1% of a class of an issuer’s Section 13(d) Securities may be held (i) directly by the control person or (ii) directly or indirectly by any of its subsidiaries or affiliates that are not Qualified Institutions. For example, a direct or indirect control person of a securities firm will not qualify as a Qualified Institution if more than 1% of a class of an issuer’s Section 13(d) Securities is held by a private fund managed by the firm or other affiliate because a private fund is not among the institutions listed as a Qualified Institution under the Exchange Act.
A securities firm that has one of its control persons serving on an issuer’s board of directors may not be eligible to qualify as a Passive Investor with respect to such issuer. Even though the securities firm may not otherwise have an activist intent, the staff of the SEC has stated “the fact that officers and directors have the ability to directly or indirectly influence the management and policies of an issuer will generally render officers and directors unable to certify to the requirements” necessary to file as a Passive Investor.6
Obligations of a Firm’s Clients. If a client of a securities firm (including a private or registered fund or a separate account client) by itself beneficially owns more than 5% of a class of an issuer’s Section 13(d) Securities, the client has its own independent Section 13 reporting obligation.
Availability of Joint Filings by Reporting Persons. As discussed above, each reporting person has an independent reporting obligation under Section 13 of the Exchange Act. The direct and indirect beneficial owners of the same Section 13(d) Securities may satisfy their reporting obligations by making a joint Schedule 13D or Schedule 13G filing, provided that:
| ● | each reporting person is eligible to file on the Schedule used to make the Section 13 report (e.g., each person filing on a Schedule 13G is a Qualified Institution, Exempt Investor, or Passive Investor); |
6 See Question 103.04 (September 14, 2009), Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure Interpretations of the Division of Corporation Finance of the SEC (the “Regulation 13D-G C&DIs”).
| A-8 |
| ● | each reporting person is responsible for the timely filing of the Schedule 13D or Schedule 13G and for the completeness and accuracy of its information in such filing7; and | |
| ● | the Schedule 13D or Schedule 13G filed with the SEC (i) contains all of the required information with respect to each reporting person; (ii) is signed by each reporting person in his, her, or its individual capacity (including through a power of attorney); and (iii) has a joint filing agreement attached. |
| C. | Determining Beneficial Ownership. |
In determining whether a securities firm has crossed the 5% threshold with respect to a class of an issuer’s Section 13(d) Securities8, it must include the positions held in any proprietary accounts and the positions held in all discretionary client accounts that it manages (including any private or registered funds, accounts managed by or for principals and employees, and accounts managed for no compensation), and positions held in any accounts managed by the firm’s control persons (which may include certain officers and directors) for themselves, their spouses, and dependent children (including IRA and most trust accounts).
1. Determining Who is a Five Percent Holder. Beneficial ownership in the Section 13 context is determined by reference to Rule 13d-3, which provides that a person is the beneficial owner of securities if that person has or shares voting or disposition power with respect to such securities, or can acquire such power within 60 days through the exercise or conversion of derivative securities.
2. Determining Beneficial Ownership for Reporting and Short-Swing Profit Liability. For all Section 13 purposes other than determining who is a five percent holder, beneficial ownership means a direct or indirect pecuniary interest in the subject securities through any contract, arrangement, understanding, relationship or otherwise. “Pecuniary interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. Discussed below are several of the situations that may give rise to an indirect pecuniary interest.
7 If the reporting persons are eligible to file jointly on Schedule 13G under separate categories (e.g., a private fund as a Passive Investor and its control persons as Qualified Institutions), then the reporting persons must comply with the earliest filing deadlines applicable to the group in filing any joint Schedule 13G. In the example above, the reporting persons would be required to file a Schedule 13G initially within 10 days of exceeding the 5% threshold and thereafter promptly upon any transaction triggering an amendment (i.e., the filing deadlines applicable to a Passive Investor) and not the later deadlines applicable to a Qualified Institution.
8 In calculating the 5% test, a person is permitted to rely upon the issuer’s most recent interim or annual report for purposes of determining the amount of outstanding voting securities of the issuer, unless the person knows or has reason to believe that such information is inaccurate.
| A-9 |
(a) Family Holdings. An Insider is deemed to have an indirect pecuniary interest in securities held by members of the Insider’s immediate family sharing the same household. Immediate family includes grandparents, parents (and step-parents), spouses, siblings, children (and step-children) and grandchildren, as well as parents-in-laws, siblings-in-laws, children-in-law and all adoptive relationships. An Insider may disclaim beneficial ownership of shares held by members of his or her immediate family, but the burden of proof will be on the Insider to uphold the lack of a pecuniary interest.
(b) Partnership Holdings. Beneficial ownership of a partnership’s securities is attributed to the general partner of a limited partnership in proportion of such person’s partnership interest. Such interest is measured by the greater of the general partner’s share of partnership profits or of the general partner’s capital account (including any limited partnership interest held by the general partner).
(c) Corporate Holdings. Beneficial ownership of securities held by a corporation will not be attributed to its shareholders who are not controlling shareholders and who do not have or share investment control over the corporation’s portfolio securities.
(d) Derivative Securities. Ownership of derivative securities (warrants, share appreciation rights, convertible securities, options and the like) is treated as indirect ownership of the underlying equity securities. Acquisition of derivative securities must be reported. If the derivative securities are acquired pursuant to an employee plan, the timing of such reporting depends upon the Rule 16b-3 status of the employee plan under which the grant was made.
| D. | Delinquent Filings. |
1. Correcting Late Filings. In the case of an Insider that has failed to make required amendments to its Schedule 13D or Schedule 13G in a timely manner (i.e., any material changes), the Insider must immediately amend its schedule to disclose the required information. The SEC Staff has explained that, “[r]egardless of the approach taken, the security holder must ensure that the filings contain the information that it should have disclosed in each required amendment, including the dates and details of each event that necessitated a required amendment.” However, the SEC Staff has also affirmed that, irrespective of whether a security holder takes any of these actions, a security holder may still face liability under the federal securities laws for failing to promptly file a required amendment to a Schedule 13D or Schedule 13G.
2. Potential Liability. The SEC may bring an enforcement action, in the context of a Schedule 13D or Schedule 13G filing, for violations of Section 13(d), Section 13(g), Rule 10b-5 and Section 10(b), provided that the SEC specifically shows: (1) a material misrepresentation or omission made by the defendant; (2) scienter on the part of the defendant; and (3) a connection between a misrepresentation or omission and purchase or sale of a security regarding the Rule 10b-5 claim it brings. The SEC may seek civil remedies in the form of injunctive relief, a cease-and-desist order, monetary penalties, and other forms of equitable relief (e.g., disgorgement of profits). Under Section 32 of the Exchange Act, criminal sanctions may also extend to the willful violation of Section 13(d) and Section 13(g). The U.S. Department of Justice, which prosecutes criminal offenses under the Exchange Act, may seek numerous penalties against any person that violates the Exchange Act and any rules thereunder, including a monetary fine of up to $5,000,000, imprisonment for up to 20 years and/or disgorgement.
| A-10 |
Exhibit B
mF International Limited
Insider Trading Compliance Program - Pre-Clearance Checklist
| Individual Proposing to Trade: | |
| Number of Shares covered by Proposed Trade: | |
| Date: |
| ☐ | Trading Window. Confirm that the trade will be made during the Company’s “trading window.” |
| ☐ | Section 13 Compliance. Confirm, if the individual is subject to Section 13, that the proposed trade will not give rise to any potential liability under Section 13 as a result of matched past (or intended future) transactions. Also, ensure that an amendment to Schedule 13D or 13G has been or will be completed and will be timely filed. |
| ☐ | Prohibited Trades. Confirm, if the individual is subject to Section 13, that the proposed transaction is not a “short sale,” put, call or other prohibited or strongly discouraged transaction. |
| ☐ | Rule 144 Compliance. Confirm that: |
| ☐ | Current public information requirement has been met; | |
| ☐ | Shares are not restricted or, if restricted, the six-month holding period has been met; | |
| ☐ | Volume limitations are not exceeded (confirm that the individual is not part of an aggregated group); | |
| ☐ | The manner of sale requirements has been met; and | |
| ☐ | The Notice of Form 144 Sale has been completed and filed. |
| ☐ | Rule 10b-5 Concerns. Confirm that (i) the individual has been reminded that trading is prohibited when in possession of any material information regarding the Company that has not been adequately disclosed to the public, and (ii) the Compliance Officer has discussed with the individual any information known to the individual or the Compliance Officer which might be considered material, so that the individual has made an informed judgment as to the presence of inside information. |
| Signature of Compliance Officer |
Transactions Report
| Officer or Director: |
| I. | TRANSACTIONS: |
| ☐ No transactions. | ☐ The transactions described below. | |||||||||||
Owner of Record |
Transaction Date (1) |
Transaction Code (2) |
Security (Common, Preferred) |
Number of Securities Acquired |
Number of Securities Disposed of | Purchase/ Sale Unit Price | ||||||
| (1) | (a) | Brokerage transactions - trade date | (d) | Acquisitions under stock bonus plan - date | |
| (b) | Other purchases and sales - date firm commitment is made | (e) | Conversion - date of surrender of convertible security | ||
| (c) | Option and SAR exercises - date of exercise | (f) | Gifts - date on which gift is made | ||
| (2) | Transaction Codes: | ||||
| (P) | Pre-established Purchase or Sale | (Q) | Transfer pursuant to marital settlement | ||
| (N) | Purchase or Sale (not “Pre-established”) | (U) | Tender of shares | ||
| (G) | Gift | (W) | Acquisition or disposition of will | ||
| (M) | Option exercise (in-the-money option) | (J) | Other acquisition or disposition (specify) | ||
| II. | SECURITIES OWNERSHIP FOLLOWING TRANSACTION |
| A. | Company Securities Directly or Indirectly Owned (other than stock options noted below): |
| Title of Security (e.g., Preferred, Common, etc.) | Number of Shares/Units |
Record Holder (if not Reporting Person) | Relationship to Reporting Person | |||
| B. | Stock Option Ownership: |
Date of Grant |
Number of Shares |
Exercise Price |
Vesting Dates |
Expiration Date |
Exercises to Date (Date, No. of Shares) | |||||
| B-2 |
Exhibit C
mF International Limited
Transaction Reminder
| TO: | [Name of Officer or Director] |
| FROM: | |
| DATED: | |
| RE: | Amendment to Schedule 13D filing |
This is to remind you that if there is a change in your beneficial ownership of ordinary shares or other securities of mF International Limited (the “Company”), you must file an amendment to Schedule 13D with the Securities and Exchange Commission (the “SEC”) within 2-5 business days following the transaction.
Our records indicate that on __________ (specify date) you had the transactions in the Company’s securities indicated on the attached exhibit.
| 1. | Please advise us whether the information on the attached exhibit is correct: |
| ☐ | The information is complete and correct. | |
| ☐ | This information is not complete and correct. I have marked the correct information on the attached exhibit. |
| 2. | Please advise us if we should assist you by preparing the amendment to Schedule 13D for your signature and filing it for you with the SEC based upon the information you provided to us, or if you will prepare and file the amendment to Schedule 13D yourself. (Please note that we have prepared and attached for your convenience an amendment to Schedule 13D reflecting the information we have, which (if it is complete and correct), you may sign and return in the envelope enclosed.) |
| ☐ | The Company should prepare and file the amendment to Schedule 13D on my behalf after receiving my signature on the form. | |
| ☐ | I shall prepare and file the amendment to Schedule 13D myself. |
| Signed | |
| Dated |
If you have any questions, contact Chi Weng Tam, the Company’s Compliance Officer.
I understand that my amendment to Schedule 13D must be filed as follows: (i) on EDGAR (the SEC Electronic Data-Gathering, Analysis and Retrieval system) and (ii) one copy with the Company’s Compliance Officer.
| C-1 |
Exhibit 12.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chi Weng Tam, certify that:
1. I have reviewed this annual report on Form 20-F of mF International Limited (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: May 15, 2024
| By: | /s/ Chi Weng Tam | |
| Name: | Chi Weng Tam | |
| Title: | Executive Director and Chief Executive Officer (Principal Executive Officer) |
Exhibit 12.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sui Yee Yeung, certify that:
1. I have reviewed this annual report on Form 20-F of mF International Limited (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
Date: May 15, 2024
| By: | /s/ Sui Yee Yeung | |
| Name: | Sui Yee Yeung | |
| Title: | Chief Financial Officer (Principal Accounting and Financial Officer) |
Exhibit 13.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of mF International Limited (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chi Weng Tam, Executive Director and Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2024
| By: | /s/ Chi Weng Tam | |
| Name: | Chi Weng Tam | |
| Title: | Executive Director and Chief Executive Officer (Principal Executive Officer) |
Exhibit 13.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of mF International Limited (the “Company”) on Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sui Yee Yeung, Chief Financial Officer (Principal Accounting and Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2024
| By: | /s/ Sui Yee Yeung | |
| Name: | Sui Yee Yeung | |
| Title: | Chief Financial Officer (Principal Accounting and Financial Officer) |
Exhibit 97.1
mF INTERNATIONAL LIMITED
COMPENSATION RECOVERY POLICY
Effective May [●], 2024
In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the listing standards of the national securities exchange (the “Exchange”) on which the securities of mF International Limited (the “Company”) are listed, the Company’s Board of Directors (the “Board”) has adopted this Compensation Recovery Policy (the “Policy”).
Capitalized terms used in the Policy are defined in Section I below. The application of the Policy to Executive Officers is not discretionary, except to the limited extent provided in Section G below, and applies without regard to whether an Executive Officer was at fault.
| A. | Persons Covered by the Policy |
The Policy is binding and enforceable against all Executive Officers. Each Executive Officer will be required to sign and return to the Company an acknowledgement that such Executive Officer will be bound by the terms and comply with the Policy. The failure to obtain such acknowledgement will have no impact on the applicability or enforceability of the Policy.
| B. | Administration of the Policy |
The Compensation Committee of the Board (the “Committee”) has full-delegated authority to administer the Policy. The Committee is authorized to interpret and construe the Policy and to make all determinations necessary, appropriate, or advisable for the administration of the Policy. In addition, if determined in the discretion of the Board, the Policy may be administered by the independent members of the Board or another committee of the Board made up of independent members of the Board, in which case all references to the Committee will be deemed to refer to such independent members of the Board or such other Board committee. All determinations of the Committee will be final and binding and will be given the maximum deference permitted by law.
| C. | Accounting Restatements Requiring Application of the Policy |
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), then the Committee must determine the excess compensation, if any, that must be recovered (the “Excess Compensation”). The Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
| D. | Compensation Covered by the Policy |
The Policy applies to all Incentive-Based Compensation Received by an Executive Officer:
| (a) | after beginning service as an Executive Officer; |
| (b) | who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; | |
| (c) | while the Company has a class of securities listed on the Exchange; | |
| (d) | during the three completed fiscal years immediately preceding the Accounting Restatement Determination Date. In addition to these last three completed fiscal years, the Policy must apply to any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year; and | |
| (e) | on or after October 2, 2023. |
| E. | Excess Compensation Subject to Recovery of the Policy |
Excess Compensation is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had such Incentive-Based Compensation been determined based on the restated amounts (this is referred to in the listings standards as “erroneously awarded incentive-based compensation”) and must be computed without regard to any taxes paid.
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and the Company must maintain documentation of the determination of that reasonable estimate and provide the documentation to the Exchange.
| F. | Repayment of Excess Compensation |
The Company must recover Excess Compensation reasonably promptly and Executive Officers are required to repay Excess Compensation to the Company. Subject to applicable law, the Company may recover Excess Compensation by requiring the Executive Officer to repay such amount to the Company by direct payment to the Company or such other means or combination of means as the Committee determines to be appropriate (these determinations do not need to be identical as to each Executive Officer). These means may include:
| (a) | requiring reimbursement of cash Incentive-Based Compensation previously paid; | |
| (b) | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; | |
| (c) | offsetting the amount to be recovered from any unpaid or future compensation to be paid by the Company or any affiliate of the Company to the Executive Officer; | |
| (d) | cancelling outstanding vested or unvested equity awards; and/or |
| (e) | taking any other remedial and recovery action permitted by law, as determined by the Committee. |
The repayment of Excess Compensation must be made by an Executive Officer notwithstanding any Executive Officer’s belief (whether or not legitimate) that the Excess Compensation had been previously earned under applicable law and therefore is not subject to recovery.
In addition to its rights to recovery under the Policy, the Company or any affiliate of the Company may take any legal actions it determines appropriate to enforce an Executive Officer’s obligations to the Company or its affiliate or to discipline an Executive Officer, including (without limitation) termination of employment, institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities, or change in role. The decision to take any actions described in the preceding sentence will not be subject to the approval of the Committee and can be made by the Board, any committee of the Board, or any duly authorized officer of the Company or of any applicable affiliate of the Company.
| G. | Limited Exceptions to the Policy |
The Company must recover Excess Compensation in accordance with the Policy except to the limited extent that any of the conditions set forth below are met, and the Committee determines that recovery of the Excess Compensation would be impracticable:
| (a) | The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before reaching this conclusion, the Company must make a reasonable attempt to recover the Excess Compensation, document the reasonable attempt(s) taken to so recover, and provide that documentation to the Exchange; | |
| (b) | Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before reaching this conclusion, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or | |
| (c) | Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the legal requirements as such; |
| H. | Other Important Information in the Policy |
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s bylaws), any corporate policy or any contract (including, but not limited to, any indemnification agreement), neither the Company nor any affiliate of the Company will indemnify or provide advancement for any Executive Officer against any loss of Excess Compensation, or any claims relating to the Company’s enforcement of its rights under the Policy. Neither the Company nor any affiliate of the Company will pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations. In the event that pursuant to the Policy the Company is required to recover Excess Compensation from an Executive Officer who is no longer an employee, the Company will be entitled to seek recovery in order to comply with applicable law, regardless of the terms of any release of claims or separation agreement such individual may have signed. Neither the Company nor any affiliate of the Company will enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid, or awarded to an Executive Officer from the application of the Policy or that waives the Company’s right to recovery of any Excess Compensation, and the Policy shall supersede any such agreement (whether entered into before, on, or after the adoption of the Policy).
The Committee or Board may review and modify the Policy from time to time.
If any provision of the Policy or the application of any such provision to any Executive Officer is adjudicated to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions of the Policy or the application of such provision to another Executive Officer, and the invalid, illegal or unenforceable provisions will be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
The Policy will terminate and no longer be enforceable when the Company ceases to be a listed issuer within the meaning of Section 10D of the Exchange Act.
| I. | Definitions |
“Accounting Restatement Determination Date” means the earlier to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
“Executive Officer” means each individual who is or was ever designated as an “officer” by the Board in accordance with Exchange Act Rule 16a-1(f).
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (for the avoidance of doubt, no compensation that is potentially subject to recovery under the Policy will be earned until the Company’s right to recover under the Policy has lapsed) and excludes the following: salaries, bonuses paid solely at the discretion of the Committee or Board that are not paid from a bonus pool that is determined by satisfying a Financial Reporting Measure, bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period, non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures, and equity awards for which the grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period (e.g., time-based vesting equity awards) and/or attaining one or more non-Financial Reporting Measures.
“Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-Based Compensation is “Received” under the Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, the Policy does not apply to Incentive-Based Compensation for which the Financial Reporting Measure is attained prior to October 2, 2023.
ACKNOWLEDGEMENT
I acknowledge that I have received and read the Compensation Recovery Policy (the “Policy”) of mF International Limited (the “Company”).
I understand and acknowledge that the Policy applies to me, and all of my beneficiaries, heirs, executors, administrators, or other legal representatives and that the Company’s right to recovery in order to comply with applicable law will apply, regardless of the terms of any release of claims or separation agreement I have signed or will sign in the future.
I agree to be bound by and to comply with the Policy and understand that determinations of the Committee (as such term is used in the Policy) will be final and binding and will be given the maximum deference permitted by law.
I understand and agree that my current indemnification rights, whether in an individual agreement or the Company’s organizational documents, exclude the right to be indemnified for amounts required to be recovered under the Policy.
I understand that my failure to comply in all respects with the Policy is a basis for termination of my employment with the Company and any affiliate of the Company, as well as any other appropriate discipline.
I understand that neither the Policy, nor the application of the Policy to me, gives rise to a resignation for good reason (or similar concept) by me under any applicable employment agreement or arrangement.
I acknowledge that if I have questions concerning the meaning or application of the Policy, it is my responsibility to seek guidance from the Company’s legal department or my own personal advisers.
I acknowledge that neither this Acknowledgement nor the Policy is meant to constitute an employment contract.
Please review, sign, and return this form to the Company.
| [*], 2024 | |
| (print name and title) | |
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