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1、F-1/A 1 ea0238494-f1a3_solowin.htm AMENDMENT NO.3 TO FORM F-1As filed with the Securities and Exchange Commission on April 16,2025Registration No.333-284439 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.3TOFORM F-1REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1

2、933 SOLOWIN HOLDINGS(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 6211 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerI

3、dentification No.)Room 1910-1912A,Tower 3,China Hong Kong City33 Canton Road,Tsim Sha Tsui,KowloonHong Kong(+852)3428-3893(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 1016

4、8(+1)800-221-0102(Names,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Kevin(Qixiang)Sun,Esq.Bevilacqua PLLC1050 Connecticut Avenue,NW,Suite 500Washington,DC 20036(202)869-0888 Shane Wu,Esq.Ross D.Carmel,Esq.Sichenzia Ross Ference Carmel LLP1185 Av

5、enue of the Americas,31st FloorNew York,New York 10036(212)930-9700 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuo

6、us basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earli

7、er effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same off

8、ering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement the same offering.Indicate by check mark whether the registrant is a

9、n emerging growth company as defined in Rule 405 of the Securities Act of 1933.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 transitionperiod for co

10、mplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after Apr

11、il 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with

12、Section 8(a)of the Securities Act or until the Registration Statementshall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.The information in this prospectus is not complete and may be changed.These securities may not be sold until the registration

13、statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED

14、 APRIL 16,2025 SOLOWIN HOLDINGS Up to 13,793,103 Class A Ordinary SharesWarrants to purchase up to 2,758,621 Class A Ordinary SharesUp to 2,758,621 Class A Ordinary Shares underlying such Warrants SOLOWIN HOLDINGS,a Cayman Islands exempted holding company(“Solowin”)is offering on a best effort basis

15、(i)up to 13,793,103 Class A ordinary shares,par value$0.0001 per share(the“Class A Ordinary Shares”)and(ii)accompanying warrants to purchase up to 2,758,621 Class A Ordinary Shares(“Warrants”).We have assumed a public offering price of$1.45 per ClassA Ordinary Share and accompanying Warrant,which re

16、presents the last sale price of Class A Ordinary Shares as reported on Nasdaq on April 10,2025.Each Warrant has an exercise price of$1.60 per Class A Ordinary Share(representing 110%of the assumed offering price per Class A Ordinary Share).The public offering price per Class A Ordinary Share and acc

17、ompanyingWarrant will be fixed for the duration of this offering.This offering also relates to the Ordinary Shares issuable upon exercise of the Warrants sold in this offering.The Class A Ordinary Shares and Warrants are collectively referred to herein as the“Securities.”The Class A Ordinary Shares

18、and accompanying Warrants will be issued separately and will be immediately separable upon issuance but can only be purchased together in thisoffering.Solowin is not an operating company,but a Cayman Islands holding company with operations primarily conducted by its wholly owned subsidiaries,Solomon

19、 JFZ(Asia)Holdings Limited(“Solomon JFZ”)and Solomon Private Wealth Limited(“Solomon Wealth”and together with Solomon JFZ,“HK Subsidiaries”),each a limited liability corporation incorporated in Hong Kong.Throughout this prospectus,unless the context indicates otherwise,the terms“Solowin”and“the Comp

20、any”refer to SOLOWIN HOLDINGS,the Cayman Islands holding company andreferences to“we,”“us,”“our,”and“our company”are to Solowin and its subsidiaries,as a whole.Unless otherwise specified,in the context of describing business and operations,we arereferring to the business and operations conducted by

21、HK Subsidiaries.Our Class A Ordinary Shares are listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC,or Nasdaq,under the symbol“SWIN.”On April 16,2025,the closing sale price ofour Class A Ordinary Shares as reported on Nasdaq was$1.51 per share.The recent market price used through

22、out this prospectus may not be indicative of the actual offering price.The finalpublic offering price will be determined through negotiation among us,the placement agent and the investors in the offering,and may be at a discount to the current market price.There is no established public trading mark

23、et for the Warrants,and we do not expect a market to develop.In addition,we do not intend to apply for the listing of the Warrants on any nationalsecurities exchange or other nationally recognized trading system.Without an active trading market,the liquidity of the Warrants will be limited.Our issue

24、d and outstanding share capital consists of Class A Ordinary Shares,and Class B ordinary shares,par value$0.0001 per share(the“Class B Ordinary Shares”).Class A OrdinaryShares are entitled to one(1)vote per share.Class B Ordinary Shares are entitled to ten(10)votes per share.Class B Ordinary Shares

25、are convertible into Class A Ordinary Shares on a 1:1 basisas follows:(i)at the option of the holder of Class B Ordinary Shares without the payment of additional consideration,and(ii)automatically upon any sale,transfer,assignment or disposition ofClass B Ordinary Shares to a person or entity which

26、is not an affiliate of such holder.Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.Otherthan voting and conversion rights,Class A Ordinary Shares and Class B Ordinary Shares have the same rights and preferences and rank equally.Class A Ordinary Shares

27、 and Class B OrdinaryShares,collectively,are referred to as“Ordinary Shares”in this prospectus.As of the date of this prospectus,there are 8,940,000 Class A Ordinary Shares and 8,040,000 Class B OrdinaryShares issued and outstanding.We do not constitute a“controlled company”under the Nasdaq listing

28、rules,because as of the date of this prospectus,no single person,entity or group held more than 50%of the voting powerof our outstanding share capital,and following this offering,taking into consideration the Class A Ordinary Shares being offered hereby,no single person,entity or group will hold mor

29、e than50%of the voting power of our outstanding share capital.However,holders of our Class B Ordinary Shares collectively hold approximately 90.0%of the voting power of our outstanding sharecapital as of the date of this prospectus,and will hold approximately 78.0%of the voting power of our outstand

30、ing share capital following this offering.As a result,if the holders of our Class BOrdinary Shares act together,they will have the ability to control the management and affairs of our Company and most matters requiring shareholder approval,including the election ofdirectors,changes to our memorandum

31、 and articles of association,and approval of significant corporate transactions such as a change in control,merger,consolidation or sale of assets.Theirinterests may not be the same as or even conflict with the interests of holders of our Class A Ordinary Shares,including purchasers in this offering

32、.See“Risk FactorsRisks Related to ThisOffering and Ownership of Our SecuritiesOur dual class voting structure has the effect of concentrating the voting control in holders of our Class B Ordinary Shares,which will limit orpreclude your ability to influence corporate matters,and your interests may co

33、nflict with the interests of these shareholders.It may also adversely affect the trading market for our Class AOrdinary Shares due to exclusion from certain stock market indices.”Additionally,we are an“emerging growth company”and a“foreign private issuer”as defined under the U.S.federal securities l

34、aws,and,as such,are eligible for reduced public companyreporting requirements for this and future filings.See“Prospectus SummaryImplications of Being an Emerging Growth Company”and“Prospectus SummaryImplications of Being aForeign Private Issuer.”INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE P

35、URCHASING SECURITIES OF SOLOWIN HOLDINGS,A CAYMAN ISLANDS HOLDINGCOMPANY,RATHER THAN SECURITIES OF SOLOWIN HOLDINGS HK SUBSIDIARIES THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN HONG KONG.Solowin is not an operating company but rather a holding company incorporated in the Cayman Islands.Solowin ha

36、s no material operations of its own,and as of the date of thisprospectus,substantially all of our operations are conducted through the HK Subsidiaries.Solowin directly owns 100%equity interests in each of the HK Subsidiaries.We do notand have no intention to operate our business through a variable i

37、nterest entities(“VIE”)structure.For a description of our corporate structure,see“Our Corporate History andStructure”beginning on page 69.This holding company structure involves unique risks to investors,and you may never directly hold equity interests in our operating subsidiaries.As advised by our

38、 PRC legal counsel,SundialLaw Firm,as of the date of this prospectus,HK Subsidiaries operations in Hong Kong and this public offering of our securities in the United States are not subject to the review nor priorapproval of the Cyberspace Administration of China(the“CAC”)or the China Securities Regu

39、latory Commission(the“CSRC”),we face various legal and operational risks and uncertaintiesassociated with being based in or having operations in Hong Kong,having clients who are PRC individuals or companies that have shareholders or directors that are PRC individuals and thecomplex and evolving PRC

40、laws and regulations.The legal and operational risks associated with operations in China will apply to HK Subsidiaries operations in Hong Kong,should recentstatements and regulatory actions by the Chinese government apply to Hong Kong-based issuers in the future.In that case,we will face risks assoc

41、iated with regulatory approvals on foreigninvestment in Hong Kong-based issuers,anti-monopoly regulatory actions,oversight on cybersecurity,data privacy and personal information.The PRC government may also intervene orimpose restrictions on HK Subsidiaries ability to move cash out of Hong Kong to di

42、stribute earnings or pay dividends to Solowin or U.S.investors.Furthermore,PRC regulatory authoritiesmay in the future promulgate laws,regulations or implementing rules that require us to obtain regulatory approval from PRC authorities before this or any future securities offering.These riskscould r

43、esult in a material adverse change in HK Subsidiaries business operations and the value of the Class A Ordinary Shares,restrictions in HK Subsidiaries ability to accept foreigninvestments,significantly limit or completely hinder Solowins ability to continue to offer securities to investors or contin

44、ued listing of the Class A Ordinary Shares on the Nasdaq,or cause thevalue of such securities to significantly decline or become worthless.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We Operate”for a discussion of these legal andoperational risks that should be considered before

45、 making a decision to purchase the Class A Ordinary Shares.Specifically,on February 17,2023,the CSRC issued the Notice on Filing Arrangements for Overseas Securities Offering and Listing by Domestic Companies,stating that the CSRC haspublished the Trial Administrative Measures of Overseas Securities

46、 Offering and Listing by Domestic Companies and five supporting guidelines(collectively the“New Overseas ListingRules”).Among others,the New Overseas Listing Rules provide that PRC domestic companies seeking to offer and list securities(which,for the purposes of the New Overseas Listing Rules,are de

47、fined thereunder as equity shares,depository receipts,corporate bonds convertible to equity shares,and other equity securities that are offered and listed overseas,either directly orindirectly,by PRC domestic companies)in overseas markets,either via direct or indirect means,must file with the CSRC w

48、ithin three working days after their application for an overseas listingis submitted.The New Overseas Listing Rules came into effect on March 31,2023.As advised by our PRC legal counsel,Sundial Law Firm,based on their understanding of current PRC laws,rules and regulations,as of the date of this pro

49、spectus,we are not subject to the New Overseas Listing Rules because we do not own any PRC entity and we are not deemed a“domesticcompany”as defined under the New Overseas Listing Rules.However,given that the New Overseas Listing Rules were introduced recently,and that there remain substantial uncer

50、taintiessurrounding the enforcement thereof,we cannot assure you that,if required,we would be able to complete the filings and/or fully comply with the relevant new rules on a timely basis,if at all.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We OperateWe may become subject to a

51、 variety of PRC laws and other obligations regarding cyber security,dataprotection,overseas offerings and/or foreign investment in China-based issuers,and any failure to comply with applicable laws and obligations could have a material and adverse effect on ourbusiness,financial condition,and result

52、s of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of the Class A OrdinaryShares to significantly decline or be worthless.”Furthermore,as more stringent standards have been imposed by the Securities and Exchange Commissio

53、n(the“SEC”)and the Public Company Accounting Oversight Board(the“PCAOB”)recently,Solowins securities may be prohibited from trading if our auditor cannot be fully inspected by the PCAOB.Pursuant to the Holding Foreign Companies Accountable Act(the“HFCAAct”)enacted in 2020,if the auditor of a U.S.lis

54、ted companys financial statements is not subject to the PCAOB inspections for three(3)consecutive“non-inspection”years,the SEC isrequired to prohibit the securities of such issuer from being traded on a U.S.national securities exchange,such as NYSE and Nasdaq,or in U.S.over-the-counter markets.On De

55、cember 29,2022,the Consolidated Appropriations Act,2023 was enacted,which contained an identical provision to the Accelerating Holding Foreign Companies Accountable Act,and amended the HFCAAct by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its audit

56、or is not subject to PCAOB inspections for two(2)consecutive years instead ofthree(3),thus reducing the time period for triggering the prohibition on trading.Pursuant to the HFCA Act,on December 16,2021,the PCAOB issued its determination that the PCAOB wasunable to inspect or investigate completely

57、PCAOB-registered public accounting firms headquartered in mainland China or in Hong Kong,because of positions taken by authorities in thejurisdictions,and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in mainland China or Hong Kong.This l

58、ist did not include ourauditor,WWC,P.C.,as our auditor is based in the U.S.and is registered with the PCAOB and subject to the PCAOB inspection.On August 26,2022,the CSRC,the Ministry of Finance of thePRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)governing inspections and

59、investigations of accounting firms based in mainland China and Hong Kong,taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.On December 15,2022,the PCAOB made a statement announcing tha

60、t it was able,in 2022,to inspect and investigate completely issuer audit engagements of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong and as a result,PCAOB vacated its previous 2021 determination.However,uncertainties still exist as to whether the PCAOB will h

61、avecontinued access for complete inspections and investigations in the future.The PCAOB has indicated that it will act immediately to consider the need to issue new determinations if needed.While our auditor is based in the U.S.and is subject to the PCAOB inspection,in the event the PCAOB later dete

62、rmines that it is unable to inspect or investigate completely our auditor,thensuch lack of inspection could cause Solowins securities to be delisted from the U.S.stock exchange.See“Risk FactorsRisks Related to Doing Business in Jurisdictions We OperateTheClass A Ordinary Shares may be prohibited fro

63、m trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located inChina or Hong Kong.The delisting of the Class A Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your inve

64、stment.”In addition,wecannot assure you that Nasdaq or other regulatory agencies will not apply additional or more stringent requirements to us.Such uncertainty could cause the market price of the Class A OrdinaryShares to be materially and adversely affected.Subject to the Companies Act(As Revised)

65、of the Cayman Islands and Solowins memorandum and articles of association,as amended,Solowins board of directors may authorize and declarea 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 dividen

66、d it will be able to pay its debtsas they become due in the ordinary course of business.For Solowin to transfer cash to HK Subsidiaries,Solowin may provide funding to HK Subsidiaries through loans or capital contributionswithout restrictions on the amount of the funds.As a holding company,Solowin ma

67、y rely on dividends and other distributions on equity paid by HK Subsidiaries for its cash and financingrequirements.Under Hong Kong law,HK Subsidiaries are permitted to provide funding to Solowin through dividend distribution without restrictions on the amount of the funds under thecondition that d

68、ividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or other distributable reserves.Dividends cannot bepaid out of share capital.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Ho

69、ng Kong in respect of dividends paid by HK Subsidiaries.HKSubsidiaries have not declared any dividends or made other distributions to Solowin as of the date of this prospectus.In the future,cash proceeds raised from financings conducted outside ofHong Kong,including this offering,may be transferred

70、by Solowin to HK Subsidiaries via capital contribution or shareholder loans,as the case may be.As of the date of this prospectus,neitherSolowin nor any HK Subsidiary has paid any dividends or made any distributions to their respective shareholder(s),including any U.S.investors.During the years ended

71、 March 31,2022,2023and 2024,and the subsequent period up to the date of this prospectus,the transfer of cash between Solowin and HK Subsidiaries totaled approximately$1,244,000.This amount mainlyrepresented the repayment by Solowin to Solomon JFZ for certain IPO related expenses paid by Solomon JFZ

72、and advances made by Solowin to Solomon Wealth for its operations.There hasbeen no transfer of other types of assets between Solowin and HK Subsidiaries.HK Subsidiaries,which conduct our substantive operations,maintain the cash.Currently,other than complyingwith the applicable Hong Kong laws and reg

73、ulations,we do not have our own cash management policy or procedures that dictate how funds are transferred.Neither Solowin nor any of the HKSubsidiaries currently has plans to distribute earnings or declare cash dividends in the foreseeable future.We intend to keep any future earnings to finance th

74、e expansion of HK Subsidiariesbusiness.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,capitalrequirements,contractual requirements,business prospects and other factors th

75、e board of directors deems relevant,and subject to the restrictions contained in any future financing instruments.There are currently no such restrictions on foreign exchange or our ability to transfer cash or assets between Solowin and HK Subsidiaries.However,if certain PRC laws and regulations,inc

76、luding existing laws and regulations and those enacted or promulgated in the future were to become applicable to HK Subsidiaries,and to the extent our cash or assets are in Hong Kong or aHong Kong entity,such funds or assets may not be available to fund operations or for other use outside of Hong Ko

77、ng due to interventions in or the imposition of restrictions and limitations onHK Subsidiaries ability to transfer funds or assets by the PRC government.Furthermore,we cannot assure you that the PRC government will not intervene or impose restrictions on Solowin orHK Subsidiaries in their transferri

78、ng or distributing cash within the organization,which could result in an inability of or prohibition on making transfers or distributions to entities outside ofHong Kong.Any limitation on the ability of HK Subsidiaries to pay dividends or make other distributions to Solowin could materially and adve

79、rsely limit our ability to grow,make investmentsor acquisitions that could be beneficial to our business,pay dividends to U.S.investors,or otherwise fund and conduct our business.In addition,if any HK Subsidiary incurs debt on its ownbehalf in the future,the instruments governing such debt may restr

80、ict its ability to pay dividends.See“Prospectus Summary Transfer of Cash Through Our Organization”beginning on page11 and“Dividend Policy”on page 52.Per Class AOrdinaryShare andAccompanyingWarrant Total Public offering price$Placement agent fees(1)$Proceeds to us,before expenses(2)$(1)Does not give

81、effect to any exercise of the Warrants being issued in this offering.(2)We have agreed to pay the placement agent a total cash fee equal to six percent(6%)of the aggregate gross proceeds raised in the offering.We will also pay the placement agent forexpenses of up to$110,000,among which$60,000 has b

82、een paid to the placement agent as of the date of this prospectus.See“Plan of Distribution”beginning on page 138 of thisprospectus for a description of the compensation to be received by the placement agent.We engaged Eddid Securities USA,Inc.to act as our exclusive placement agent to solicit offers

83、 to purchase the Securities offered by this prospectus on a best-efforts basis.For additionalinformation regarding our arrangement with the placement agent,please see“Plan of Distribution”beginning on page 138.Neither the Securities and Exchange Commission nor any state securities commission has app

84、roved or disapproved of these securities or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.We anticipate that delivery of the securities is expected to be made on or about,2025,subject to customary closing conditions.The date of this pro

85、spectus is,2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS18RISK FACTORS19USE OF PROCEEDS51DIVIDEND POLICY52CAPITALIZATION53DILUTION54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS55CORPORATE HISTORY AND STRUCTURE6

86、9BUSINESS71MANAGEMENT113PRINCIPAL SHAREHOLDERS119RELATED PARTY TRANSACTIONS121DESCRIPTION OF SHARE CAPITAL122DESCRIPTION OF SECURITIES WE ARE OFFERING130TAXATION131ENFORCEABILITY OF CIVIL LIABILITIES136PLAN OF DISTRIBUTION138EXPENSES RELATED TO THIS OFFERING141LEGAL MATTERS141EXPERTS141WHERE YOU CAN

87、 FIND MORE INFORMATION142INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you.Neither we,nor theplacement agent has authorized anyone to provide you with diffe

88、rent information.The information in this prospectus is accurate only as of the date of this prospectus,regardless ofthe time of delivery of this prospectus,or any free writing prospectus,as the case may be,or any sale of Securities offered hereby.For investors outside the United States:Neither we,no

89、r the placement agent has done anything that would permit this offering or possession or distribution of this prospectus in anyjurisdiction where action for that purpose is required,other than in the United States.Persons outside the United States who come into possession of this prospectus must inf

90、orm themselvesabout,and observe any restrictions relating to,the offering of the Securities and the distribution of this prospectus outside the United States.Solowin is incorporated under the laws of the Cayman Islands as an exempted company with limited liability and a majority of our outstanding s

91、ecurities are owned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,or the SEC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be requiredto file periodic reports and financial statements with the Securities a

92、nd Exchange Commission,or the SEC,as frequently or as promptly as domestic registrants whose securities are registeredunder the Securities Exchange Act of 1934,as amended,or the Exchange Act.i COMMONLY USED DEFINED TERMS Except as otherwise indicated by the context and for the purposes of this prosp

93、ectus only,references in this prospectus to:“AUM”are to Asset Under Management;“Class A Ordinary Shares”are to Class A ordinary shares of Solowin,par value$0.0001 per share.Each Class A Ordinary Share is entitled to one(1)vote on all matters requiringshareholder approval;“Class B Ordinary Shares”are

94、 to Class B ordinary shares of Solowin,par value$0.0001 per share.Each Class B Ordinary Share is entitled to ten(10)votes on all matters requiringshareholder approval;“HK$”or“Hong Kong dollar(s)”are to the legal currency of Hong Kong;“Hong Kong”and“Hong Kong SAR”are to the Hong Kong Special Administ

95、rative Region of the Peoples Republic of China;“HK Subsidiaries”are to Solomon JFZ(Asia)Holdings Limited,and Solomon Private Wealth Limited,each a Hong Kong corporation;each,a HK Subsidiary;“HKEX”are to Hong Kong Exchanges and Clearing Limited;“HKSFC”are to Hong Kong Securities and Futures Commissio

96、n;“IPO”are to the initial public offering of Solowins 2,000,000 ordinary shares at a public offering price of$4.00 per share,which was closed on September 8,2023.“mainland China”are to the Peoples Republic of China,excluding Taiwan,the special administrative regions of Hong Kong and Macau;“Nasdaq”re

97、fers to Nasdaq Stock Market LLC;“PRC”and“China”are to the Peoples Republic of China,including Hong Kong SAR and the Macau Special Administrative Region except when we reference specific laws andregulations adopted by the PRC,but excluding,for the purposes of this prospectus only,Taiwan.For purpose o

98、f this prospectus,the legal and operational risks associated withoperations in China also apply to operations in Hong Kong;“RMB”or“Renminbi”are to the legal currency of China;“SFO”are to Hong Kong Securities and Futures Ordinance;“Solowin”are to SOLOWIN HOLDINGS,a holding company incorporated in the

99、 Cayman Islands as an exempted company;“Solomon JFZ”are to Solowins 100%owned subsidiary Solomon JFZ(Asia)Holdings Limited,a Hong Kong corporation;“Solomon VA+”refer to Solomon JFZs institutional-grade all-in-one smart trading platform,which innovatively upgraded with virtual assets trading and weal

100、th managementfunctions.Solomon VA+is an app accessible via any mobile device and is designed to be secure and simple to use,with a bilingual user interface and fast and efficient order executionto provide great user experience;“Solomon Wealth”are to Solowins 100%owned subsidiary Solomon Private Weal

101、th Limited,a Hong Kong corporation;“U.S.dollars,”“dollars,”“USD,”“US$”or“$”are to the legal currency of the United States;and “Web3”refers to a decentralized internet ecosystem built on blockchain technology,enabling user ownership,smart contracts,and trustless interactions without intermediaries.ii

102、 Solowin is a holding company with no operations of its own.Currently all of operations are conducted in Hong Kong through Solowins operating subsidiaries in Hong Kong.Each HKSubsidiarys reporting currency is Hong Kong dollars.This prospectus contains translations of Hong Kong dollars into U.S.dolla

103、rs solely for the convenience of the reader.These translations from Hong Kong dollars into U.S.dollars are determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligationsand the value of our assets in terms of U.S.dollars which may res

104、ult in an increase or decrease in the amount of our obligations(expressed in dollars)and the value of our assets,includingaccounts receivable(expressed in dollars).No representation is made that HK$or US$amount represents or could have been,or could be converted,realized or settled into US$or HK$,as

105、 thecase may be,at any particular rate,or at all.Numerical figures included in this registration statement have been subject to rounding adjustments.Accordingly,numerical figures shown as totals in various tables may not be arithmeticaggregations of the figures that precede them.Our fiscal year end

106、is March 31.References to a particular“fiscal year”are to our fiscal year ended March 31 of that calendar year.Our consolidated financial statements have been prepared inaccordance with generally accepted accounting principles in the United States,or U.S.GAAP.For the sake of clarity,this registratio

107、n statement follows the English naming convention of given name followed by family name,regardless of whether an individuals name is Chinese orEnglish.For example,the name of Solowins Chief Executive Officer will be presented as“Ling Ngai Lok”even though,in Chinese,Mr.Loks name is presented as“Lok L

108、ing Ngai.”This prospectus includes statistical and other industry and market data that we obtained from industry publications and research,surveys and studies conducted by third parties.Industrypublications and third-party research,surveys and studies generally indicate that their information has be

109、en obtained from sources believed to be reliable,although they do not guarantee theaccuracy or completeness of such information.While we believe these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give undueweight to this information.We have

110、 proprietary rights to trademarks used in this prospectus that are important to HK Subsidiaries business.Solely for convenience,the trademarks,service marks and trade names referredto in this prospectus are without the,and other similar symbols,but such references are not intended to indicate,in any

111、 way,that we will not assert,to the fullest extent under applicablelaw,our rights or the rights of the applicable licensors to these trademarks,service marks and trade names.This prospectus may contain additional trademarks,service marks and trade names of others.All trademarks,service marks and tra

112、de names appearing in this prospectus are,to our knowledge,the property of their respective owners.We do not intend our use or display of other companies trademarks,service marks or trade names to imply a relationship with,or endorsement orsponsorship of us by,any other person.iii PROSPECTUS SUMMARY

113、 Investors are cautioned that you are buying shares of a Cayman Islands holding company without operations of its own.This summary highlights information appearing elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision.You

114、should carefully read this entire prospectus,including the“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operation”sections includedin this prospectus,the unaudited interim condense consolidated financial statements and the related notes for the six month

115、s ended September 30,2024 and 2023 incorporated herein byreference to the Report on Form 6-K filed on December 31,2024,and the audited consolidated financial statements and the related notes for the years ended March 31,2024,2023 and2022 incorporated herein by reference to the Annual Report on Form

116、20-F filed on July 26,2024,before deciding whether to invest in our securities.Th?C?a?y Our Business Solowin is an exempted limited liability company incorporated under the laws of the Cayman Islands on July 23,2021.As a holding company with no material operations of its own,Solowin currently conduc

117、ts its operations primarily through its wholly owned subsidiaries,Solomon JFZ and Solomon Wealth,each a limited liability corporation incorporated in HongKong.See“Our Corporate History and Structure”beginning on page 69 for more information of our corporate structure.Our total revenues for the six m

118、onths ended September 30,2024 and 2023 were$1,055,000 and$2,640,000,respectively.Our total revenues for the years ended March 30,2024,2023 and2022 were$4,291,000,$4,453,000 and$3,256,000,respectively.We incurred a net loss of$6,255,000 for the six months ended September 30,2024,and net income of$1,2

119、48,000 for thesix months ended September 30,2023.For the years ended March 30,2024,2023 and 2022,we had net loss of$4,556,000,net income of$1,349,000 and net loss of$979,000,respectively.For detailed information on our results of operation,please see the section titled“Managements Discussion and Ana

120、lysis of Financial Condition and Results of Operation,”and“RiskFactorsRisks Related to Our Business and IndustryDecreases in certain types of our revenues and increase in expenses in recent financial periods have significantly reduced ourprofitability.”Solomon JFZ,one of our HK Subsidiaries,is one o

121、f the few Chinese investor-focused,versatile securities brokerage companies in Hong Kong and it offers a wide spectrum of products andservices,spanning from traditional assets to virtual assets through its advanced and secured one-stop electronic platform.Solomon JFZ currently is primarily engaged i

122、n providing(i)investment banking services,(ii)wealth management services,(iii)asset management services and(iv)virtual assets services,to customers.It is licensed with the HKSFC and a participantof the Hong Kong Stock Exchange to carry out regulated activities including Type 1(Dealing in Securities)

123、,Type 4(Advising on Securities),Type 6(Advising on Corporate Finance)andType 9(Asset Management).Solomon JFZ strictly follows the requirements of the HKSFC for internal regulation and risk control to maximize the safety of investors assets.It providesonline account opening and trading services via i

124、ts Front Trading and Back-office Clearing systems,in conjunction with Solomon VA+a highly integrated application accessible via anymobile device,tablet,or desktop,all of which are licensed from third parties.With strong financial and technical capabilities,Solomon JFZ has been providing brokerage se

125、rvices to globalChinese investors residing both inside and outside the PRC and institutional investors in Hong Kong,Australia and New Zealand and has been recognized and appreciated by users andindustry professionals.Solomon JFZs trading platform allows investors to trade over 10,000 listed securiti

126、es and their derivative products listed on the Hong Kong Stock Exchange(HKSE),New York StockExchange(NYSE),Nasdaq,Shanghai Stock Exchange and Shenzhen Stock Exchange.In addition,it provides Hong Kong IPO underwriting,Hong Kong IPO Public Offer application andInternational Placing subscription,Hong K

127、ong IPO margin financing services,Hong Kong Pre-IPO securities trading and US IPO subscription.Hong Kong IPO margin financing servicesrefer to loans offered by a licensed financial institution to clients for the purpose of purchasing securities in an IPO before the issuers are listed on the Hong Kon

128、g Stock Exchange.The loan,commonly referred to as an IPO loan,enables clients to invest more than the required deposit of 5%or 10%of funds.The loan,which is short-term and interest-bearing,typically covers90%or 95%of the investment amount and is repaid right after the allotment result release.Once t

129、he investor is allotted shares costing over the required deposit and a part of loan is used forthe shares,the shares can be sold and the proceeds are utilized to repay the loan of the financial institution,with any remaining balance going to the investor.Our customers may also useSolomon JFZs platfo

130、rms to trade various listed financial products,such as ETFs,Warrants and Callable Bull/Bear Contracts.Besides securities related service,Solomon JFZ also offersasset management services as an investment manager.Our high-net-worth customers may also subscribe to private fund products through Solomon

131、JFZ.1 Our clients are mostly Chinese investors residing in Asia as well as institutional clients in Hong Kong,Australia and New Zealand.PRC residents account for more than half of our totalclient base.We classify those who have registered on Solomon JFZs platform as users and the users who have open

132、ed accounts on Solomon JFZs platform as clients.As of March 31,2024,we had more than 15,500 clients who had opened trading accounts with Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.As a majority of our clients arePRC residents,we are susceptible to various PRC-

133、related legal,regulatory and operational risks,including evolving laws and regulations relating to data privacy,cybersecurity,foreignexchange control and virtual assets.For a more detailed discussion on such risks,please see“Risk FactorsRisks Related to Doing Business in Jurisdictions We OperateWe m

134、ay becomesubject to a variety of PRC laws and other obligations regarding cyber security,data protection,overseas offerings and/or foreign investment in China-based issuers,and any failure tocomply with applicable laws and obligations could have a material and adverse effect on our business,financia

135、l condition,and results of operations and may hinder our ability to offer orcontinue to offer Class A Ordinary Shares to investors and cause the value of the Class A Ordinary Shares to significantly decline or be worthless”on page 47;“Risk FactorsRisks Relatedto Doing Business in Jurisdictions We Op

136、eratePRC governmental control of currency conversion,cross-border remittance and offshore investment could have a direct impact on thetrading volume on our platform,and the PRC government could further tighten restrictions on converting Renminbi to foreign currencies and/or deems our practices to be

137、 in violation ofPRC laws and regulations”on page 42;and“Risk FactorsRisks Related to Doing Business in Jurisdictions We OperateWe may face regulatory risks due to differences in virtual assetregulations between Hong Kong and Mainland China,particularly given our Mainland Chinese client base”on page

138、42.As of March 31,2024,Solomon JFZs operations mainly consisted of four business segments:(i)Securities Related Services,(ii)Investment Advisory Services,(iii)Corporate ConsultancyServices and(iv)Asset Management Services.The following summary describes the products and services offered in each of t

139、he reportable segments:Securities Related Services.We always believe that our clients deserve a more convenient and reliable way to invest and manage their money,and Solomon JFZ uses advancedInternet technology to provide investors with faster brokerage services.Solomon JFZ provides securities relat

140、ed services through Solomon VA+.Its professional securitiesbrokerage network offers the clients access to multiple stock exchanges,including the HKSE,NYSE,Nasdaq,Shanghai Stock Exchange and Shenzhen Stock Exchange.It providesHKSE securities trading,IPO subscription and placement services,bond tradin

141、g,fund subscription,equity custodian and agent services,investment immigrant account managementservices,enterprise employee shareholding exercise services,professional investment research services,and instant quotation service.Solomon JFZ charges brokerage commissionfees to clients for trades made u

142、sing its trading platform based on the transaction amount,subject to a minimum charge per transaction.To better serve the individual needs of theclients,Solomon JFZ may vary the commissions it charges based on the types of products or services,eligibility for discounts and other factors.For fund sub

143、scription,it chargesclients with the fund subscription fee based on the subscription amount.Solomon JFZ also offers stock custodian and nominee services to the clients as ancillary services tosecurities related services.For the fiscal years ended March 31,2024,2023 and 2022,the securities related se

144、rvices segment accounted for 10%,14%and 68%of our consolidatedrevenues,respectively.Investment Advisory Services.Solomon JFZ provides timely,accurate and valuable investment solutions advisory services for our clients,through a team consisting of financialanalysts,experienced financial advisors and

145、investment managers.It provides investment advice to our clients based on their financial needs and risk appetite,and Solomon JFZcharges them an investment advisory fee based on a percentage of the AUM.For the fiscal years ended March 31,2024,2023 and 2022,the investment advisory services segmentacc

146、ounted for 67%,56%and 22%of our consolidated revenues,respectively.Corporate Consultancy Services.Solomon JFZ possesses the licenses issued by HKSFC to carry out regulated activities under Type 6 Advising on Corporate Finance.Type 6license allows brokers to conduct activities relating to(i)acting as

147、 a sponsor of a listing applicant in an initial public offering;(ii)advising on the code on takeovers and mergersand share repurchases;and(iii)advising listed companies on the HKSE Listing Rules.Although Solomon JFZ Type 6 licensing condition restricts Solomon JFZ from acting as asponsor of a listin

148、g applicant in an initial public offering and advising on the code on takeovers and mergers and share repurchase,it can conduct businesses related to(iii)above.Itprovides financial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and val

149、ue-added corporate finance advisoryservices at reasonable costs.Solomon JFZ acts as financial adviser to its corporate clients advising them on the terms and structures of proposed transactions and the relevantimplications and compliance matters under the HKSE Listing Rules(including the Main Board

150、and the Growth Enterprise Market“GEM”).In addition,it acts as independentfinancial adviser giving opinions to the independent board committee and independent shareholders of listed companies in Hong Kong.Solomon JFZ charges them advisory feesaccording to the type and size of the transaction,duration

151、 of the engagement,complexity of the transaction and the expected manpower requirements.For the fiscal years endedMarch 31,2024,2023 and 2022,the corporate consultancy services segment accounted for 3%,21%and 0%of our consolidated revenues,respectively.Asset Management Services.Our asset management

152、team specializes in designing investment portfolios to meet the needs of investors with different risk appetite and to preserveand enhance the value of their assets.Solomon JFZ provides asset management services by applying different investment strategies to optimize their asset allocation.Solomon J

153、FZoffers its own Fund products to professional investors,which are run by professional portfolio managers.It has entered into agreements with regulated financial institutions toprovide services covering a broad range of products such as stocks,bonds,indexes,futures,and fund of funds.It issues and ma

154、nages various fund products according to markettrends and demand conditions.At this stage,Solomon JFZ focuses on developing active traditional private equity funds,such as balanced funds and equity funds,and plans todevelop a more diversified product line as part of our long-term growth initiative.S

155、olomon JFZ charges a management fee of 2%according to the AUM.In addition,it chargesperformance fees subject to high water marks.For the fiscal years ended March 31,2024,2023 and 2022,the asset management services segment accounted for 20%,9%and 10%of our consolidated revenues,respectively.2 The tab

156、le below summarizes the percentages of total revenues attributed to each business segment described above.Percentages of Total Revenues For the Years ended March 31,2024 2023 2022 Securities Related Services 10%14%68%Investment Advisory Services 67%56%22%Corporate Consultancy Services 3%21%-Asset Ma

157、nagement Services 20%9%10%Total 100%100%100%The table below summarizes the percentages of total expenses attributed to each business segment described above,as well as corporate expenses that are not attributable to any specificbusiness segment.Expenses attributed to business segments primarily cons

158、isted of commissions and handling costs.Percentages of Total Expenses For the Years ended March 31,2024 2023 2022 Securities Related Services 9%17%48%Investment Advisory Services 1%3%10%Corporate Consultancy Services -Asset Management Services 1%65 by market turnover.As of December 31,2021,there wer

159、e 638 Exchange Participants trading and 64 Exchange Participants non trading,representing an increase in 127 Exchange Participants trading and 25Exchange Participants non trading,as compared with the figures in 2012.Competition had been increasing in recent years.Below is the distribution of their m

160、arket share from 2012 to 2021:Category A Category B Category C (Position 1-14)(Position 15-65)(Position 65)Year Range%Total(%)Range%Total(%)Range%Total(%)2012 7.68-2.60 57.72 2.28-0.21 31.83 0.21-0.00 10.45 2013 7.20-2.11 55.97 1.87-0.22 32.54 0.21-0.00 11.49 2014 7.21-2.04 54.24 1.94-0.23 34.15 0.2

161、2-0.00 11.61 2015 7.35-2.08 52.31 1.89-0.25 35.30 0.25-0.00 12.39 2016 7.97-2.15 56.55 1.91-0.25 32.94 0.24-0.00 10.51 2017 6.41-2.30 54.64 1.93-0.25 34.88 0.24-0.00 10.48 2018 6.13-2.22 55.65 2.00-0.26 35.67 0.25-0.00 8.68 2019 6.89-2.54 57.97 2.48-0.24 34.04 0.22-0.00 7.99 2020 6.18-2.28 58.15 2.1

162、1-0.20 34.50 0.19-0.00 7.35 2021 6.47-2.20 59.03 2.16-0.17 33.82 0.17-0.00 7.15 Source:HKEX Note:The market share and turnover data shown in the report above includes all Exchange Participants which had transactions during the period reported but excludes Southbound trading ofSpecial Participants vi

163、a Stock Connect.As illustrated above,the brokerage business in Hong Kong is dominated by Exchange Participants in Category A.The top 14 firms accounted for 52.31%to 59.03 of the market turnover duringthe year 2012-2021.This intensified the competition among Exchange Participants in Category B and Ca

164、tegory C.In 2021,the top 65 Exchange Participants accounted for 92.85%of totalmarket share.The next 573 Exchange Participants only took 7.15%of total market share.Year 1997 2021 Category C:Number of Trading Member or EP 427 574 Average daily turnover(HK$billion)14.3 166.73 Market%of Category C 40%7.

165、15%Average daily turnover equally shared by each member/EP HK$million)13.40 20.77 Brokerage commission rate 0.25%0.05%Average daily gross commission income by each member/EP(HK$,buy and sell trade)66,978.92 20,768.63 Source:HKEX fact book,HKSFC research paper The average daily turnover shared by eac

166、h member/EP increased from HK$13.40 million to HK$20.77 million from 1997 to 2021.The average daily gross commission income howeverdecreased from HK$66,978.92 to HK$20,768.63 owing to the cancelation of minimum of commission rate 0.25%and big decrease in market share of Category C.The licensed corpo

167、rationpurely relied on brokerage income would face tougher ongoing industry environment and competition.Hence,valued added services offered to clients such as asset management,corporatefinance,etc.would contribute more portions on the revenue of the licensed corporation.83 Opportunities IPO financin

168、g and share margin financing In January 2007,the Hong Kong Monetary Authority(“HKMA”)issued guidelines on“New Share Subscription and Share Margin Financing”,which stipulated that authorized lendinginstitutions should impose reasonable margin requirements on loans to individual clients.At present,the

169、 market generally collects a margin of 10.0%on lending(IPO margin financing).Theauthorized lending institutions should act prudently when determining margin rates and consider the relevant financial capacity,liquidity and price volatility of individual securities.Theprevailing market standards are:(

170、i)50.0%to 60.0%for blue-chip securities(some authorized lending institutions adopt 70.0%);and(ii)30.0%to 40.0%for second and third tier securities.According to the annual reports of 2017-18,2018-19,2019-20,2020-21and 2021-22 of the HKSFC,the following data was extracted from monthly financial return

171、s submitted to the HKSFC inaccordance with the FRR by licensed corporations licensed for dealing in securities or securities margin financing:As at 31 December 2017 2018 2019 2020 2021 Number of active margin clients 337,599 463,970 601,842 1,470,396 2,219,721 Amounts of receivables from margin clie

172、nts(HK$million)205,977 180,800 165,919 201,916 218,436 Average collateral coverage(Note)4.1 3.7 3.9 4.6 4.2 Source:HKSFC annual report 2017-18,2018-19,2019-20,2020-21and 2021-22 Note:The number of times the aggregate market value of securities collateral deposited by clients covers the amounts recei

173、vables from margin clients on a given date on an industry-wide basis.Margin business developed rapidly and the number of active margin clients increased from 337,599 in 2017 to 2,219,721 in 2021,representing a CAGR of 60.13%.The amounts receivablefrom active margin clients increased from HK$205.98 b

174、illion in 2017 to HK$218.44 billion in 2021,representing a CAGR of 1.48%and the average collateral coverage fluctuated between 3.7and 4.6 times.Clients opened margin accounts to grasp the opportunities in IPO or share trading.The financing facility provided by Exchange Participants augmented the com

175、petitiveadvantages.As for margin interest income,the income was approximately HK$26.21 billion in 2021 assumed 12%annual margin interest rate and is expected to increase to approximately HK$30.58 billionin 2024,given the same size of amounts of receivables from margin client as in 2021 and annual ma

176、rgin interest rate increase to 14%.Online securities brokerage Driven by investors rising preference for digital investment channels,the global online securities market demonstrated strong growth in the past five years.The trading volume of the globalonline securities market grew rapidly at a CAGR o

177、f 21.5%from US$66.0 trillion in 2017 to US$143.5 trillion in 2021.84 The global online securities market will continue to experience robust growth due to the expansion of global capital markets,growing acceptance of online financial services and products andtechnology upgrades of online brokers.The

178、trading volume of the global online securities market is projected to increase at a CAGR of 7.7%from 2021 to 2026 and reach US$208.1 trillion in2026.The online securities trading penetration rate is estimated to reach 62.2%globally in 2026,while retail investors contribution to global online securit

179、ies trading is expected to grow from58.6%in 2021 to 59.2%in 2026.Source:HKEX,NYSE,Nasdaq,SGX,SSE,SZSE,CSDC,WFE,CIC Online account opening has played an important role for the brokerage onboarding clients,according to the Report on the review of licensed corporations providing online brokerage,distri

180、bution and advisory services survey.The SFC conducted a survey of 50 LCs which provided brokerage,distribution and advisory services online to retail investors to understand theirbusiness models.A total of over 3,000,000 new client accounts were opened by the surveyed LCs from July 2020 to June 2021

181、(Relevant Period).Non-FTF client onboarding approaches werepopular among the surveyed LCs.About 96%of the new accounts were opened using these approaches.Source:Report on the review of licensed corporations providing online brokerage,distribution and advisory services August 2022 85 Note:Face-to-fac

182、e(FTF)approach means that account opening documents were executed in the presence of an employee of an LC.Non-FTF approach means that these documents were notexecuted in the presence of an employee of the LC.Development of the asset management industry in Hong Kong In order to facilitate the develop

183、ment of the asset and wealth management industry in Hong Kong,the new regime for Open-ended Fund Companies(OFC)has taken effect since 30 July 2018.Private OFCs are able to benefit from the profits tax exemption provided by the Inland Revenue(Amendment)(No.2)Ordinance 2018,which also commences on Jul

184、y 30,2018.HKSFC-authorized public OFCs are entitled to the same profits tax exemption as other HKSFC-authorized funds.As of 31 March 2022,a total of 62 OFCs with 118 OFC sub-funds(including 23 ETFswith a total market capitalization of$13 billion)have been set up.Beside the establishment of market in

185、frastructure,in order to broaden the investor base for Hong Kong funds,promote thedevelopment of local investment expertise and strengthen Hong Kongs position as an asset and wealth management center and fund domicile,the HKSFC promotes cross-border offerings ofqualified Hong Kong public funds into

186、overseas markets through mutual recognition arrangements.During the year ended 31 March 2023,the SFC registered 69 OFCs with 126 sub-funds,including 37 SFC-authorised funds which comprised 10 ETFs with a total market capitalization of over$250 million.The SFC registered four re-domiciled private OFC

187、s between April 2022and June 2023.The HKSFC works closely with the Government and other local regulators on policies to promote Hong Kong as an onshore fund management hub and a preferred domicile forinvestment funds.The HKSFC has been actively participating in recent Government-driven initiatives t

188、o establish a limited partnership regime for funds and provide a tax concession for carriedinterest to attract private equity funds.In light of the favorable industry outlook,Hong Kong is continuing development as an asset management hub.With the continuous increase in the scale of AUM,the income of

189、 the asset management business has exceeded more than 70%of the total income of securities industry of Hong Kong.Competitive Strengths We believe that the following strengths contribute to The Companys success and differentiate it from its competitors:Solomon JFZ offers a diversified product portfol

190、io for trading in global financial markets.Customers can use Solomon JFZs online platform to trade a variety of financial productsin different geographical regions,including Hong Kong equity,US equity,and China A shares,ETFs,warrants,and callable bull/bear contracts,bonds,mutual funds,as well as vir

191、tualassets.We intend to enter into more equity markets,including Singapore,the United Kingdom,and Japan,and develop our virtual assets services,to broaden the investment universeavailable to our investors.Solomon JFZ provides state-of-the-art account opening technology and aim to maintain superior u

192、ser experience to our clients.During the period when China imposed travelrestrictions to contain the spread of Covid,Solomon JFZ was one of the few online securities brokerage providers that had successfully captured the opportunity to bring state-of-the-art,contactless,and borderless online account

193、 opening services to Chinese investors in the post-Covid stage.Our users are able to open accounts remotely and trade in a wide range offinancial products using the Solomon VA+with a bilingual user interface and fast and efficient order execution to provide a great user experience.We constantly enha

194、nce the functionsof the Solomon VA+to meet our clients evolving needs.We believe we are well positioned in a fast-growing financial service segment with substantial growth demand.Solomon JFZ is one of the few Chinese investors-focused onlinetrading platforms that offer a diverse range of products an

195、d services.In the long run,Chinese investors are shifting and over-weighting their investments from traditional real estateholdings to financial assets,and from local to global markets.We believe we are well positioned to capitalize on the opportunities created by this expansion because of SolomonJF

196、Zs existing foundation as a renowned financial service provider.We have an experienced and talented management team.We have a skilled and experienced management team.Our team of experts brings together a wealth of experience intraditional finance,technology,and digital assets,with significant expert

197、ise in developing corporate strategies,monitoring compliance,decision making,credit risk management,andday-to-day operations,ensuring that our clients receive the highest level of support and guidance.We are confident that our experienced and talented management team will be able tocollaborate and s

198、teer the Company toward our growth objectives.We are the first mover in launching virtual assets business in Hong Kong.We are among the pioneering HKSFC licensed platforms that can provide clients with both traditional andvirtual assets related services.We are fully compliant with regulatory require

199、ments and international standards of AML/Countering the Financing of Terrorism(CTF),committed to thehighest standards of security.Our platform has been designed to serve institutional,professional and retail investors for trading virtual assets,facilitate the in-kind subscription andredemption proce

200、ss,and provide investors with seamless and effective access to investing in virtual assets.86 Our Products and Services Securities Related Services Solomon JFZ is licensed to carry out regulated activities under Type 1(Dealing in Securities),which includes:online account opening and KYC trading,clea

201、ring&settlement market data&information services social interaction functions&community margin financing IPO subscription and underwriting;and Virtual assets dealing.Solomon VA+Trading Platform and Solomon JFZs Financial Products Solomon JFZs centralized trading platform facilitates Hong Kong and in

202、ternational securities trading for its customers.With a single account,users may trade not just Hong Kong equities butalso key global markets and transmit trading orders rapidly.The Solomon VA+trading system is compatible with mobile devices and enables customers to trade Hong Kong,US,and China A-sh

203、ares as well as virtual assets by simply connecting to the Internet,allowing them to seize investment opportunities at any time.The 24-hour accessibility of the Solomon VA+trading platformenables consumers to manage their funds at any time.The Solomon VA+trading platform offers flexible stock margin

204、(sub-development)financing and IPO financing services to increase customers purchasing power and aid them in seizingprofitable investment opportunities through stock financing services.During the subscription period for an IPO,the users can apply for IPO financing services to subscribe for additiona

205、l shareswith a loan-to-value ratio of up to 90%.In addition,Solomon JFZs Hong Kong stock trading system provides T+0 trading,allowing customers to sell equities and have the money appear intheir accounts instantly,without having to wait for settlement to be finalized.The Solomon VA+trading platform

206、offers Hong Kong and global stock products,as well as global bonds,funds,and financial derivatives(including stock options,derivative warrants,andCBBCs,among others).Clients can achieve global asset allocation and risk diversification with the right investing methods.Through objective,impartial,and

207、thorough professional research and a research platform covering China and Hong Kong,stock markets,Solomon JFZ gives its customers with the mostforward-looking investing analysis of markets,sectors,and individual companies.87 Services Hong Kong securities trading services.Solomon JFZs Solomon VA+prov

208、ides trading of various securities products listed on the Hong Kong Stock Exchange,including company stocks(equitysecurities),exchange-traded products(ETFs),real estate investment trusts(REITS),exchange-traded bonds,and financial derivatives,such as derivative warrants,bull/bear contracts,etc.Virtua

209、l assets trading services.Solomon JFZ provides trading of various virtual assets trading in the regulated digital assets trading exchanges,including Bitcoin,Ethereum,Bitcoin spot ETFand Ethereum spot ETF,supporting in kind subscription of virtual assets spot ETF.IPO subscription and placement servic

210、es.Solomon JFZs IPO subscription and placement services include subscription for IPO and placement of companies listed on the Stock Exchange ofHong Kong,as well as related subscription financing arrangements.Solomon JFZ generates IPO subscription service income from provision of new share subscripti

211、on services in relation toIPOs in the Hong Kong capital market.It provides both IPO subscription services in cash and margin to clients.For the IPO subscription in cash,Solomon JFZ charges a handling fee of HK$10 per application.For the IPO subscription in margin,it charges a handling fee of HK$100

212、for 90%marginfinancing ratio and HK$120 for 95%margin financing ratio.All of the margin financing quota are limited,and clients are eligible to apply through the app.In IPO margin financing,Solomon JFZ extends credit to the clients,subject to various regulatory and internal margin requirements,colla

213、teralized by cash(deposit)in the clients account.IPOloans are exposed to credit risk from clients who fail to repay the loans upon IPO stock allotment.Solomon JFZ monitor its clients collateral level and have the right to dispose the newlyallotted stocks once the stocks start trading.IPO loans for s

214、ubscription of new shares are normally settled within one week from the drawdown date.Once IPO stocks are allotted,the Operating Company requires clients to repay the IPOloans.Force liquidation action would be taken if the clients fail to settle their shortfall after the IPO allotment result is anno

215、unced.Interest income is recognized over the period that the IPO financing is outstanding.Solomon JFZ offers IPO financing to individual customers as a principal.Interest income is directly chargedat fixed percentage over the financing amount from the customers account when customers repay the princ

216、ipal amount of IPO financing.To maintain Solomon JFZs capitalization,it maychoose to offer IPO financing to the customers from other brokers when providing IPO financing services.The interest expenses associated with this type of lending are charged at a fixedpercentage over the period that the IPO

217、financing is outstanding.Bond trading services.Solomon JFZ provides bond trading services in the secondary market for Hong Kong and international bonds,including those issued by listed and unlisted firms,variousgovernment bonds,Exchange Fund bonds,public institutions,and public utilities.Fund subscr

218、iption services.Solomon JFZ intends to offer fund products from well-known asset management companies around the world and covers mutual funds that are managed in differentparts of the world.Equity custodian and agent services.Solomon JFZ provides various liquidation and agent services for custodian

219、 securities including securities custodian,depository,withdrawal,transfer,registration and transfer,collecting dividends and bonuses on behalf of the company,carrying out rights and responsibilities(share splitting,rights issue,share consolidation),pursuing rightsand interests on behalf of the compa

220、ny,applying to attend shareholders meetings and proxying voting rights on behalf of the company.Services for the management of investment immigrant accounts.Solomon JFZ provides account management services in line with Hong Kong investment immigrants,such as securities trading,investment advice,and

221、ongoing services for Hong Kong Immigration Department reporting.Enterprise employee shareholding exercise services.Solomon JFZ provides enterprise employee shareholding exercise services that are in line with the listed companys share incentive scheme,offer shareholding work exercise,trading,settlem

222、ent,and financing services.Professional investment research services.Solomon JFZ provides professional investment research services,including professional daily updated market analysis,industry and individual stockresearch and analysis services.Instant quotation service.Solomon JFZ provides instant

223、quotation service which gives real-time quotes for stocks listed on the American Stock Exchange,New York Stock Exchange,andNasdaq Exchange,among other major markets in Hong Kong and the United States.88 Existing Technology and Infrastructure Our technology and infrastructure are critical to our goal

224、 of providing the above-mentioned services to our customers.Between January 2021 and August 2023,Solomon JFZ engaged with twolicensed third parties for technical support to provide online trading services with competitive fees through its Front Trading and Back-office systems:Hundsun Ayers Technolog

225、ies Limited(“Hundsun Ayers”)for Front Trading and Back office Clearing systems,and Link Software(Hangzhou)Co.,Ltd.(“Link Software”)for its trading app and account opening systems,which aredeveloped through API development as our user-friendly Solomon Pro trading platform.In August 2023,Solomon JFZ l

226、aunched a new trading app called Solomon Win,provided by EddidFintech Limited(“Eddid”),replacing the services previously provided by Link Software.In July 2024,Solomon JFZ launched a new trading app called Solomon VA+,provided by HundsunAyers,replacing the services previously provided by Eddid.We co

227、ntinue to use Hundsun Ayerss Front Trading and Back office Clearing systems.We strongly believe in enhancing thetechnology to adapt to the constantly evolving environment and to increase customer satisfaction by improving customers experience and providing smooth transactions.Hundsun Ayers haveagree

228、d to provide application services,support,and customize services to Solomon JFZ at a fixed charge over a period of time.The fees charged are independent of the trading volume or ourrevenues.The contract terms are reviewed and renegotiated from time to time.In August 2023,Solomon JFZ engaged with Hun

229、dsun Ayers to connect the trading system with OSL or Hashkey,which are the only two licensed virtual assets trading platform for virtual assetstrading,the enhancing technology is to adapt to the evolving virtual assets regulation environments and the increasing virtual assets allocation needs of nex

230、t generation investors.The connectionis available online by end of November 2023,enabled Solomon JFZ managing virtual assets trading systematically.See Item 3“Key Information-D.Risk Factors-Risks Related to Our Business And Industry-We rely on a number of external service providers for technology,pr

231、ocessing and supportingfunctions,and if they fail to provide these services,it could adversely affect our business and harm our reputation.”Material Agreements with Hundsun Ayers Below is the summary of the material agreements with Hundsun Ayers:Technical Service Framework Agreement On January 11,20

232、21,Solomon JFZ entered into a Technical Service Framework Agreement(“Framework Agreement”)with Hundsun Ayers,which has a term of five years and will becontinuously automatically renewed for one more year unless either party provides a written objection 60 days prior to the expiration.Pursuant to the

233、 Framework Agreement,Hundsun Ayersagreed to provide system functions and technical services to meet Solomon JFZs IT service needs for securities related business.The parties may enter into separate service contracts forspecific system functions and technical service content that Solomon JFZ may requ

234、ire during the term of the Framework Agreement.Solomon JFZ agreed to prepare the hardware equipmentand network environment as well as data source in accordance with Hundsun Ayers requirements for installation and maintenance of the system functions.Technical Service Agreement On January 11,2021,Solo

235、mon JFZ entered into a Technical Service Agreement(“Service Agreement”)with Hundsun Ayers in connection with the Hundsun international securitiesmanagement system UF3.0(“Hundsun UF3.0”).This agreement has a term of two years and will be continuously automatically renewed for one more year unless eit

236、her party provides a writtenobjection 90 days prior to the expiration.Pursuant to the Service Agreement,Hundsun Ayers agreed to provide system functions and technical services for global market trading function withHundsun UF3.0.Solomon JFZ agreed to pay a one-time installation fee in the amount of

237、HK$120,000(approximately$15,000)and an annual maintenance service fee in the amount ofHK$1,704,000 per year(approximately$218,000).Hundsun Ayers will provide hardware equipment,system,and network environment in accordance with the requirements for installation andmaintenance of the software,not incl

238、uding hardware equipment and network environment connected directly to HKEX and licensed data.89 Software and Market Data Agreement On April 10,2024 Solomon JFZ entered into a Software License and Market Data Agreement(“Software License Agreement”)with Hundsun Ayers in connection with the license of

239、 theLicensed Systems and the software of the Licensed Systems(“Software”).This agreement has a term of two years and will be continuously automatically renewed for one more year unlesseither party provides a written objection 90 days prior to the expiration.Pursuant to the Software License Agreement

240、,the Software is granted to Solomon JFZ with a one-off license fee in theamount of HKD23,000(approximately$3,000)and monthly license subscription fee in the amount of HKD23,000 per month(approximately$3,000)for the development of the Solomon VA+bundle with middle office system.Hundsun Ayers agreed t

241、o provide online monitoring service and technical support on software application,as well as bug fixing and software standard versionupgrade.Hundsun Ayers also agreed to provide consultation on system customization.Fees Solomon JFZ generates revenue through commission,handling fees and financing int

242、erests for its securities related services.Trading Fee(HK Market and Pre-IPO Market)Types Fees Charged ByCommission 0.1%total trading amount,minimum HKD 60 per trade(via Internet and phone)Solomon JFZStamp Duty 0.13%*Trade Value Min.HKD 0.01.If HKD 2.01,the actual charge is HKD 3.00 HK GovernmentCCA

243、SS Fee 0.005%amount of executed trade,minimum HKD 5 HKSCCTrading Fee 0.005%*Trade Value Min.HKD 0.01 HKEXTransaction Levy 0.0027%*Trade Value Min.HKD 0.01 HKSFCFRC Transaction Levy 0.00015%*Trade Value Min.HKD 0.01 Financial Reporting CouncilTrading Tariff HKD 0.50 per transaction HKEX Trading Fee(A

244、-Share Northbound Stock Connect)Types Fees Charged ByCommission 0.1%total trading amount,minimum RMB 60 per trade(via Internet and phone)Solomon JFZStamp Duty 0.1%*Trade Value STAHandling Fees 0.00487%of transaction amount SSE/SZSESecurities management Fees 0.002%of transaction amount CSRCTransfer F

245、ees 0.001%of transaction amount CSDCTransfer Fees 0.002%of transaction amount HKEXPortfolio Fees Stock Holdings value*0.008%/365(Calculate by day,charge by month)no minimumcharge HKEX Trading Fee(US Market)Types Fees Charged ByCommission 0.2%of transaction amount(minimum USD 6,during promotion perio

246、d)Solomon JFZSettlement Fee USD 0.003 number of executed stock trades U.S.Settlement AgencySEC Fee USD 0.0000229 trading amount,minimum.USD 0.01 SECTrading Activity Fee USD 0.00013 sell amount,minimum USD 0.01,maximum USD 6.49 FINRA Trading Fee(Virtual Assets)Types Fees Charged ByCrypto Commission 0

247、.2%of transaction amount(minimum charge of USD 2.00 per transaction)Solomon JFZStablecoins/Fiat(For PI Only)0.2%of transaction amount(minimum charge of USD 2.00 per transaction)Solomon JFZCustody Fee monthly fee of 0.05%of portfolio market value Solomon JFZ 90 IPO Subscription Fee(HK Market)Types Fe

248、es Charged BySubscription Fee#Cash Subscription:HKD 10 90%Margin Financing Subscription:HKD 100 95%MarginFinancing Subscription:HKD 120 Solomon JFZWinning Lot Fee 1.00785%of the amount of the winning lot HKSFC,HKEX,Brokerage firm#Subscription fees are payable regardless of whether the winning lot is

249、 awarded or the new shares are listed.Custodian Service Fees Types Fees Charged ByHK Market-Transfer Stocks In Free of charge HK Market-Transfer Stocks Out HKD 200 per stock each time+0.02%of stock market value Solomon JFZUS Market-Transfer Stocks In Free of charge US Market-Transfer Stocks Out USD

250、100 per stock each time Solomon JFZISI Free of charge Physical Stocks Deposit Each stock/stamp duty fee per deed HKD 5 HKSCCPhysical Stocks Withdrawal HKD 5 per lot,minimum HKD 30(odd lot are also considered as 1 lot)Solomon JFZCurrency Exchange Free of charge,according to the current exchange rate

251、of Bank Deposit Funds Free of charge Withdraw Funds Free of charge There is service fee by the bank for withdrawal of fund to oversea banks;The bank might charge a handling fee when transferring funds across banks.(Including remitting,receiving and intermediary banks).Overdue Balance Interest Charge

252、s(HKD/RMB/USD)Types Fees Charged BySecurities Cash A/C HKD:10.375%p.a.(Prime+5%p.a.)*CNY:10.375%p.a.USD:10.375%p.a.Solomon JFZ*Prime=5.375%(The interest rate will change over time,Solomon JFZ may adjust the interest rate from time to time.)The fee schedule is effective as of November 2,2022,fees and

253、 rates are for reference only,Solomon JFZ reserves the right to use without prior notice.91 Other Fees Types Fees Charged ByRegistration and transfer fee HKD 1.5 per lot;quantities less than 1 lot are deemed as 1 lot HKEXCash Dividend/Bonus ShareCollection Fee 0.2%of the total cash dividend amount,m

254、inimum HKD 30 Solomon JFZCorporate Action Handling Fee HKD 100 per stock each time,HKSCC charges HKD 0.8 per lot Solomon JFZ,HKSCCAttend Annual General Meeting Attend a general meeting of shareholders for an“administrative fee”of HKD 50 perapplication Solomon JFZReissue Monthly Statement HKD 100 per

255、 month for each copy Solomon JFZMailing Daily or Monthly Statement HKD 50 for each copy Solomon JFZRequest For Account OpeningCertificate/Account Documents HKD 200 for each copy Solomon JFZ Investment Advisory Services Solomon JFZ is licensed to carry out regulated activities under Type 4(Advising o

256、n Securities),which includes:Investment Advisory Service Investor Relationship Management Services Investment Advisory Services.Solomon JFZ provides investment advisory services to individuals,corporations and third-party fund managers.Its investment advisory services to third-party private equity f

257、und managersprimarily consist of(i)providing total solutions for private equity fund establishment;(ii)assisting with transactions,custody,liquidation,valuation,risk control and other matters;and(iii)providing post-establishment services for funds,including investment solutions,arranging road shows,

258、assisting in the introduction of investors,etc.Solomon JFZ tailored investment plans that take into account the clients history,current financial situation,risk acceptance,and investment goals,all while striking a balance between theclients risk tolerance and risk acceptance.Its customers have the o

259、ption of selecting either a performance fee plan or one without a performance fee plan.Its services are with a high level oftransparency,including prompt delivery of customer statements that include information on purchase and sale items,securities,and cash balances.This helps customers gain a deepe

260、rcomprehension of the investments they have entrusted the company with.Investor Relationship Management.As a HKSFC regulated licensed investment advisor,Solomon JFZ holds the highest standards and fiduciary duty that puts the clients interests first.The key point for its good relationshipmanagement

261、with clients is to provide high quality advisory services.Make sure it has a comprehensive understanding of the clients financial profile,expected return and risk tolerance level:Solomon JFZ would thoroughly discuss with its clients about their needs and circumstances,then carefully match products a

262、nd services for an optimal portfolio.92 Solomon JFZ maintains only a manageable client base:Solomon JFZ only accepts new business after its Investment Committee consideration in terms of resources,it would make sure that it isat capacity and turn away business to prioritize existing clients.Make cle

263、ar communication with its clients:Solomon JFZ would review its clients investment policy statement regularly and explain the plan and services including fee charges with the clientsclearly in a simple and understandable language.Fees Solomon JFZ generates revenue through advisory fee on portfolio an

264、alysis,risk appetite and return analysis for its investment advisory services.Advisory fees charged to clients are based on apricing model that balance the cost,value,and affordability.When determining the cost elements,factors such as human resources,sales commissions,and operational expenses are t

265、aken intoconsideration.The following table shows the fee structure type after we balance the pricing elements.Types Fees Target clientsPercentage fee based on Clients AUM 1%-2.5%of Clients AUM For clients who require for portfolio review and balancesfrequently for short-term investment advisesFlat F

266、ees USD 100,000-USD 500,000 per month For clients who require for investing advisory andinformation on a regular basis and customized list of servicesHourly Rates$100/hour to$300/hour according to advisor experiences For clients who require for simple suggestions and generaloversight Corporate Consu

267、ltancy Services.Solomon JFZ is licensed to carry out regulated activities under Type 6(Advising on Corporate Finance),which includes Investment Banking(Including Financial Advisory)/Our Services Solomon JFZ started providing corporate consultancy services to its clients in May 2021.It provides inves

268、tment banking services to companies who want to list on Hong Kong Stock Exchange.It advises its clients on compliance with the HKEX Listing Rules,the Code on takeovers,mergers and share repurchases;and advising on the disposal of securities in connection with offers oroffers to transfer to the publi

269、c.Solomon JFZ provides financial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and value-added corporate finance advisoryservices at reasonable costs.It acts as financial adviser to the clients advising them on the terms and structure

270、s of the proposed transactions and the relevant implications and compliance mattersunder the Hong Kong Listing Rules(including the Main Board and the Growth Enterprise Market“GEM”).In addition,it acts as independent financial adviser giving opinions to theindependent board committee and independent

271、shareholders of listed companies in Hong Kong.93 Our Fees Solomon JFZ charges them advisory fees according to the type and size of the transactions,duration of the engagement,complexity of the transaction and the expected manpower requirements.It generates revenue through financial advisory fee for

272、its corporate consultancy services.The fee structure agreed with its clients varies depending on the nature of the engagement.Solomon JFZs typical remuneration provision is advisory fee,usually a fixed amount between HKD200,000 to HKD 2,000,000。It charges advisory fees according to the type and size

273、 of the transactions,duration of the engagement,complexity of the transaction and the expected manpowerrequirements regardless of whether or not it completes.It would consider a discount if the transaction fails to complete.There may be a success fee or commission be structured as either a fixedamou

274、nt or as a percentage of a specified value it provides.Asset Management Services.Solomon JFZ is licensed to carry out regulated activities under Type 9(Asset Management),which includes:Asset Management Services Private funds subscription Services Solomon JFZs asset management team specializes in des

275、igning investment portfolios to meet the needs of investors with different risk appetites and to preserve and enhance the value of theirassets.Fund Management.Solomon JFZ issues and manages various fund products according to market trends and demand conditions.At this point,it will focus on making a

276、ctive traditional privateequity funds,like balanced funds and equity funds,and its long-term goal is to make a product line with a wider range of options(public and private equity,active and passive,traditional andalternative).Solomon JFZ provides professional asset management services for financial

277、 institutions and private institutions in Hong Kong,mainland China,and overseas,which including designing long-term investment and financing strategies.It also provides tailored financial services for individual investors,which including matching individual risk levels and building personalizedinves

278、tment portfolios.Private funds subscription.Solomon JFZ provides offshore private fund investment service,e.g.Cayman Islands incorporated funds,research management and investment strategies for its clients in mainland China,andother locations.It is a customized asset management services to the clien

279、ts through discretionary management accounts with tailor-made investment strategies and product solutions,to createand implement specific solutions to achieve the investment objectives within acceptable risk limits.This includes identifying private funds subscription opportunities in Hong Kong and o

280、therinternational markets.Following is the funds subscription service process:94 Fees Solomon JFZ generates revenue through fund subscription fee,fund management fee,performance fees for its asset management services.Its management funds are designed to provide Eligible Investors with the opportunit

281、y of investing under professional management.Each Fund issues one or more Classes relating to differentSegregated Portfolios.Each Segregated Portfolio in effect represents an investment fund with its own investment portfolio,rights and value,providing investors with the means conveniently tobalance

282、their portfolios according to their own investment profile and under professional management.The subscription fees are based on subscription amount,pricing range from 1%-5%for specific funds and investors.The Management Fees are based on the managed NAV,for a monthly Min.$2,500 or 2%of the NAV annua

283、lly.Performance Fees are based in part upon unrealized gains/losses,20%of the performance during the Performance Period above the High Water Mark.Solomon JFZ sets the highwater marks to protect investors from paying a fee for poor performance,and from paying a fee repeatedly every time the fund earn

284、s a profit.It designs both hardlock-up period up to 6 months(tailored for a specific Segregated Portfolio)and soft lock-up period from 6-12 months(applied to all Segregated Portfolios)to make sure fairness and smoothfunds operation.For redemption matters,Solomon JFZ also sets the minimum holding of$

285、100,000 and minimum redemption amount of$100,000.Redemption fees ranging from 1%-5%based on Redemptionproceeds may be charged if the investors require an unscheduled redemption,since substantial redemption by investors in the Fund could require the Fund to liquidate its positions more rapidlythan ot

286、herwise desired in order to raise the cash necessary to fund those redemptions.The Fund may find it difficult to liquidate its positions on favorable terms in such a situation,possiblyreducing the value of the Funds assets and/or disrupting the investment strategies.Wealth Management Services Solomo

287、n Wealth generates revenue through wealth management fee assessed by private wealth managers.Private wealth managers offer a range of financial services tailored to the specificneeds and goals of our clients,and assess fee by three different structures:(i)charge fees based on a percentage of assets

288、under management,ranging from 1%-5%for specific AUM;(ii)chargea fixed or flat fee for their services regardless of the size of the clients portfolio.This fee structure can be beneficial for clients with larger portfolios,annual fee ranges from$100,000 to$200,000;and(iii)charge wrap fee that bundle v

289、arious services into a single,all-inclusive fee,which cover investment management,financial planning,and other services.The tailor-madewrap fee ranges from$100,000 to$500,000.Virtual Assets Services Virtual Assets business charges trading fee,virtual assets spot ETF creation and redemption fee,as we

290、ll as financing fee and ETF lending and borrowing fee.The virtual assets trading fee ischarged as a commission of 0.2%of trading value;ETF lending and borrowing charges 1%of lending value;financing fee is charged as USD:10.375%p.a.of loan value;and the ETF creationand redemption fee is charged as fo

291、llowing:Individual/Corporate Financial Institution USD Creation Redemption Creation Redemption Tier 1 -1.000%0.250%0.050%0.050%Tier 2 3,000,000.00 0.500%0.150%0.030%0.030%Tier 3 12,000,000.00 negotiable 0.150%0.010%0.010%95 Investment Banking Services Solomon JFZ provides investment banking services

292、 to companies relevant to the US capital market since March 2024.Financial advisory services advise its clients on compliance with theListing Rules,the Code on takeovers,mergers and share repurchases;and advising on the disposal of securities in connection with offers or offers to transfer to the pu

293、blic.Solomon JFZprovides financial and independent financial advisory services for unlisted and listed companies that are looking for high-quality and value-added corporate finance advisory services atreasonable costs.The fee structure agreed with its clients varies depending on the nature of the en

294、gagement.It usually a fixed amount between 100,000 USD to 400,000 USD.The fee structurewill consider factor including type and size of the transactions,duration of the engagement,complexity of the transaction and the expected manpower requirements.It would consider a discountif the transaction fails

295、 to complete.There may be a success fee or commission be structured as either a fixed amount or as a percentage of a specified value it provides.The Underwriting and private placement services covers Hong Kong and the US capital market.For financing transactions undertaken by Cambria capital or Solo

296、mon JFZ,we chargeunderwriting fees in connection with the Offering(i)5.0%up to 9.0%of the total gross proceeds of the Offering for investors introduced by the company,(ii)3.0%up to 4.0%of the grossproceeds of the Offering for investors sourced by the client at the closing of the Offerings;and(iii)a

297、non-cash compensation usually consists of warrants for private placement and following onofferings.Seasonality Seasonality does not materially affect HK Subsidiaries business or operating results.Historically,HK Subsidiaries experienced fluctuations based on trading volume of our key clients.See Ite

298、m3“Key Information-D.Risk Factors-Risks Related to Our Business and Industry-We derived a substantial portion of revenue from a small number of key clients.”Our revenues also dependsubstantially on our clients trading volumes,which are influenced by the general trading activities of the market,see“R

299、isk FactorsGeneral Risk FactorsOur business is sensitive to generaleconomic and political conditions and other factors beyond our control,and our results of operation are prone to significant and unpredictable fluctuations.”Customers HK Subsidiaries clients are mostly Chinese investors residing in A

300、sia as well as institutional clients in Hong Kong,Australia and New Zealand.Solomon JFZ provides securities relatedservices to its clients who have opened trading accounts with it through the Solomon VA+platform as well as provides investment advisory services and asset management services to high-n

301、et-worth individual clients,corporate clients,and institutional clients.Solomon JFZ classifies those who have registered on its platform as its users and those who have opened accounts on its platform as clients.As of March 31,2024,we had more than15,500 clients who had opened trading accounts with

302、Solomon JFZ and over 1,200 active clients who had assets in their trading accounts.Solomon JFZs customers can open and activate trading accounts through Solomon VA+which can be downloaded for free from iOS,Android and webpage.After filling in personal informationonline,Solomon JFZs customers are req

303、uired to complete a series of questions and upload various documents to verify their identity and assess potential risks.Solomon JFZ has experienced significant growth in number of customers due to its reliable and secure trading platform,comprehensive brokerage and value-added services and superior

304、 userexperience.From the fiscal year 2022 to fiscal year 2024,our client base increased by CAGR 0.4%from approximately 15,300 to 15,500.However,the large increase in client base did notimmediately result in revenue growth due to poor equity market performance in Hong Kong and a lack of attractive IP

305、Os in the Hong Kong stock market.96 Solomon JFZ derived a substantial portion of its revenue from a small number of key clients.It had a concentration of revenues of 92%,78%and 84%from the top five customers for the yearsended March 31,2024,2023 and 2022,respectively.The following table outlines the

306、 concentration of each of the top five customers comparing to our total revenues:As of March 31,2024 2024 2023 2023 2022 2022$000%$000%$000%Largest customer 1,232*29%1,341*30%1,655 51%2nd largest customer 1,100 26%599 13%567 17%3rd largest customer 815 19%575*13%333 10%4th largest customer 528*12%50

307、0 11%112 3%5th largest customer 261 6%498 11%106 3%Total 3,936 92%3,513 78%2,773 84%*Related parties within the same group For the fiscal year ended March 31,2024,Solomon JFZs three largest customers represented approximately 29%,26%and 19%of its total revenue.For the fiscal year ended March 31,2023

308、,Solomon JFZs three largest customers represented approximately 30%,13%and 13%of its total revenue.Below are the lists of Solomon JFZs top three largest customers for the fiscal yearsended March 31,2024 and 2023,respectively:Fiscal Year EndedMarch 31,2024$000%Biogts Green Energy Co Limited 1,232 29%

309、Scienjoy Holding Corporation 1,100 26%Solomon Capital Fund SPC 815 19%Fiscal Year EndedMarch 31,2023$000%Biogts Green Energy Co Limited 1,341 30%Scienjoy Holding Corporation 599 13%Terncy Technology Limited 575 13%We expect to serve a broad range of high-net-worth individuals,family offices,and trus

310、ts,by offering wealth management services and solutions that span traditional and virtual asset classes.We endeavor to find high net worth clients who share our vision and focus on building a strong foundation to develop high quality services.Notwithstanding,the early stage of client acquisition is

311、crucial for our long-term success.We believe our efforts will lead to a solid client base and future revenue.By emphasizing quality overspeed,we aim to provide excellent value to our clients and gain a strong position in the private wealth management sector.We are optimistic about Solomon Wealths fu

312、ture and its role inSolowins growth strategy.97 Marketing HK Subsidiaries cultivate and strengthen their relationships with users through online,offline,and promotional activities.Solowins subsidiaries do external marketing and promotionalcampaigns on its electronic platform such as WeChat Official

313、Account Platform.In addition,our customer base is expanded by referrals from Solowins subsidiaries business partners forservices such as IPO underwriting and group account formation.To be specific,Solowin subsidiaries marketing activities are listed below:(i)Direct channel.In executing our direct ma

314、rketing strategy,Solowins subsidiaries would employ a combination of traditional marketing campaigns,such as online and offlineadvertising,promotion on its app,optimizing Internet search results,high quality marketing and promotion news,and participation in industry trade exhibitions,for the intenti

315、on toincrease its brand awareness and brand recognition.(ii)Indirect channel.Solowins subsidiaries would establish partnerships with financial services companies and take advantage of its agent management platform,including key opinionleader(KOL)partnerships and introducing brokers as well as indivi

316、dual analysts.These companies and brokers can provide their existing customers with securities trading servicesthrough Solomon JFZs channel.(iii)Internal cycle from Solowins subsidiaries business ecosystem.Solowin subsidiaries Corporate Finance financial advisory service and Private Wealth Managemen

317、t as the“source”ofbrand promotion and the associated end-clients,such as individual retail clients,professional investors and institutional investors are the“result.”Research and Development Currently,our research and development team is comprised of four internal R&D product officers,in charge of u

318、ser experience products development.Their responsibilities include back-enddevelopment,front-end development API and Fix connection development of the trading system including retail and institutional solutions,user interface development,testing and maintenance.We believe that the R&D team has subst

319、antial experience in software product development,architecture design and trading solutions of our digital platforms to meet our current needs.Toimprove the user experience,Solomon JFZ has issued over 20 versions of trading platform upgrades and over 8 upgrades of its dealing control systems,as well

320、 as high frequency trading,Algotrading and market making solutions for institutions.Our research and development efforts are an essential part of HK Subsidiaries operations and the core strength in maintaining its competitive position.All of our patents and softwarecopyrights are researched in-house

321、 by Solomon JFZs research and development team.For the years ended March 31,2024,2023 and 2022,we invested approximately$0.4 million,$0.31million,$0.57 million,or 21%,22%,52%of our general and administrative expenses in research and development,respectively,to improve our technology infrastructure,o

322、ptimize productofferings and enhance supply chain capabilities.Such decrease was mainly due to the slow development of trading activities in Hong Kong stock market,and we have already established awell-developed all in one trading system,which offers our clients easy and seamless trading opportuniti

323、es worldwide.98 Competition Solomon JFZ operates in the Hong Kong online securities brokerage market that is rapidly evolving,fragmented,and competitive.It currently faces fierce competition from other onlinebrokerage platforms,other investment and trading platforms as well as traditional brokerage

324、and financial institutions.Our competitors may compete with us in a variety of ways,including(i)providing services that are similar to,or more attractive to clients than ours;(ii)providing products and services we do not offer;(iii)offering more aggressive rebates to gain market share andto promote

325、other businesses;(iv)adapting at a faster rate to market conditions,new technologies and clients demands;(v)offering better,faster and more reliable technology;(vi)broadeningtheir client base more cost effectively or faster and(vii)marketing,promoting and providing their services more effectively.Ad

326、ditionally,a current or potential competitor may acquire one ormore of our existing competitors or form a strategic alliance with one or more of our competitors.We seek to differentiate ourselves from competitors through offering of friendly interface and smooth transaction experience to clients,whi

327、ch would significantly reduce our clients costswithout compromising our clients needs.With Solomon JFZs exceptional products and services,loyal customer base,and data-driven approach,we believe we will continue to efficiently scaleand generate strong returns.Growth Strategies It is anticipated that

328、the demand for online brokerage services among Chinese investors markets would continue to rise due to the increasing desire for a globally diversified asset allocation andbetter functionality of online brokers.Our objective is for Solomon JFZ to establish a dominant position in the Hong Kong securi

329、ties brokerage industry and to capitalize on the industrysgrowth potential.We target to expand our customer base,boost our trading volume,provide our customers with access to more equities and derivative products around the globe on a 24/7 basis,and improve our technology and social networking capab

330、ilities via Solomon VA+,Solomon JFZs user-friendly,consumer-focused platform.In addition,we want to consolidate Solomon JFZscurrent market position in Hong Kong,bolster its competitive edge,and increase its corporate consultancy services for institutional clients,such as listed firms or potential cl

331、ients eligible forlisting.Through these strategies,we believe that Solomon JFZ is able to offer our retail clients a greater variety of IPO placing and underwriting services.In addition,to help clients diversifytheir portfolios,Solomon JFZ provides investment advisory and asset management services t

332、o help them achieve their long-term investment return and global diversification goals.We intend toexecute the following strategies in order to attain these objectives.Grow our client base and enhance our brand through regulated and compliant solutions.We distinguish ourselves trough licensed platfo

333、rm for secure and compliant access totraditional assets and virtual assets investment.We are fully compliant with regulatory requirements and committed to the highest standards of security.Our subsidiaries have receivedfrom Hong Kong authorities all requisite licenses,permissions or approvals needed to engage in the businesses currently conducted by them in Hong Kong,and no permission orapproval h