Headquartered in Hong Kong, we are a holding company incorporated in the British Virgin Islands, and all of our business is carried out by our wholly-owned Operating Subsidiary in Hong Kong, Grande Capital. Grande Capital is a boutique financial firm that focuses on providing quality corporate finance advisory services to clients in Asia. Grande Capital is a licensed corporation under the SFO to engage in Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities in Hong Kong. According to the Industry Report, Grande Capital ranked 10th out of a total of 301 licensed corporations licensed to carry out Type 6 regulated activity, in terms of number of deals for financial advisers in Hong Kong from March 31, 2023 to March 31, 2024, with a market share of 3.6%. Since Grande Capital, our Operating Subsidiary, first obtained its licenses under the SFO on January 23, 2018, Grande Capital has sponsored and completed 16 successful IPOs (i.e. IPO that successfully closed and listed) on the HKSE. For the six months ended September 20, 2024 and the years ended March 31, 2023 and 2024, Grande Capital sponsored and completed nil, 3 and 3 successful IPOs on the HKSE, respectively. Furthermore, for the years ended March 31, 2023 and 2024 and the six months ended September 30, 2024, 2, nil and 1 listing applicants mandated Grande Capital as their listing sponsors for their IPO processes on the HKSE, respectively. From September 30, 2024 to the date of the prospectus, Grande Capital has not received any new listing sponsorship mandate. The service offerings of our Operating Subsidiary mainly include the following: (1) IPO sponsorship and related services Grande Capital acts as sponsor to companies aspiring to list on the HKSE. Grande Capital takes the principal role of advising and guiding listing applicants throughout the IPO process, coordinating the listing progress, conducting due diligence, performing all duties of a sponsor as required under the applicable rules and regulations and acting as the primary channel of communication with the regulators such as the HKSE and the HKSFC concerning the listing, in return for a sponsor’s fee. The clients pay us by way of progress payment based on achievement of certain milestones, such as signing of the engagement letter, submission of listing application, and first dealing of shares, in the IPO progress and we recognize the listing sponsorship services fee as our revenue when the performance obligation is satisfied. Since 2022, as part of our IPO sponsorship services, the Operating Subsidiary has also started participating in underwriting syndicates for those IPOs in which the Operating Subsidiary acted as sponsors, in return for underwriting commissions. (2) Corporate financial advisory services Grande Capital also provides a wide range of corporate financial advisory services to clients, which can be broadly classified into the following 3 categories: General advisory services: these mainly include (i) advisory works for private companies, public companies listed on HKSE, as well as their shareholders, advising them on the terms and structures of proposed transactions, such as takeovers, merger and acquisitions, and investment, and the relevant implications of the Hong Kong regulatory framework, which primarily include the HK Listing Rules and the HK Takeovers Codes, in relation to the transactions; and (ii) project coordination works for clients pursuing listing on other stock exchanges, such as U.S. exchanges. The Operating Subsidiary charges a fixed fee payable by progress payment based on achievement of certain milestones, such as submission to the regulators, receiving approvals from the regulators and/or publishing the relevant documents on the HKSE. Independent financial advisory services: these mainly include providing advice to the independent board committee members and independent shareholders of companies listed on HKSE, rendering recommendation and opinions, in return for a fixed fee paid by progress payment based on achievement of certain milestones, such as submission to the regulators, receiving approvals from the regulators and/or publishing the relevant documents on the HKSE. Compliance advisory services: these mainly include advisory works to listed companies in Hong Kong in relation to post-listing compliance matters, in return for a monthly fee. (3) Referral services Since mid-2024, Grande Capital also provide referral services to other professional parties, such as financial institutions, for equity and debt fund raising exercises, for referral fees. Occasionally we may on a case by case basis come across fund-raising exercises which require the introduction of other professional parties in which we may obtain referral fees. Such referral fee is generally based on a percentage of the fee charged by our clients in the particular fund-raising exercises. Grande Capital has been an active player in the equity capital market in Hong Kong, serving clients from a wide spectrum of industry sectors, either listed or planning to list in Hong Kong. Our client base spans Hong Kong, Singapore and the PRC. For the year ended March 31, 2024, we had 16, 6 and 4 clients from Hong Kong, the PRC and Singapore, respectively, while for the year ended March 31, 2023, we had 9, 2 and 5 clients from Hong Kong, the PRC and Singapore, respectively. For the six months ended September 30, 2024, we had 12, 6 and 4 clients from Hong Kong, the PRC and Singapore, respectively. For the nine months ended December 31, 2024, we had 16, 6 and 4 clients from Hong Kong, Mainland China, and Singapore, respectively. Revenues derived from clients in Hong Kong, the PRC and Singapore was approximately 59.2%, 34.0% and 6.8% of our total revenue for the year ended March 31, 2024, respectively, and 34.0%, 50.8% and 15.2% of our total revenue for the year ended March 31, 2023, respectively. Revenues derived from clients in Hong Kong, the PRC and Singapore was approximately 52.9%, 28.9% and 18.2% of our total revenue for the six months ended September 30, 2024, respectively. The sales and marketing function of Grande Capital is primarily performed by our management and project execution team who are responsible for maintaining relationships with existing clients, exploring sales lead from new clients, and maintaining relationships with professional parties partners in the financial services industry. Grande Capital’s projects generally originate from the networks of our management and our project execution team, referrals from existing clients or other professional parties and direct approaches by clients due to our market reputation. Grande Capital maintains a company website which showcases our completed projects. Attributable mainly to the increase of successful IPOs where Grande Capital acted as a sponsor, our revenue increased from approximately US$3.9 million for the year ended March 31, 2023 to approximately US$4.5 million for the year ended March 31, 2024; while our profit before tax increased from approximately US$1.5 million to approximately US$2.1 million in the corresponding years. According to Migo, Hong Kong is one of the world’s largest securities markets by market capitalization. According to the HKSE, there were a total of 2,283 companies and 326 companies listed on the Main Board and GEM in 2023, respectively, with a CAGR of approximately 4.4% and 5.3% since 2014, respectively. Driven by (i) Hong Kong having well-established financial and legal systems with a comprehensive regulatory regime; (ii) Hong Kong’s capital market having a high level of openness to and freedom of capital flow; (iii) financial technology being adopted comprehensively in the financial industry; and (iv) the HKSE opening up new capital sources such as listing exchange traded fund tracking stocks in the Middle East, it is expected that the Hong Kong corporate finance market will continue to grow. Our principal executive offices are located in Admiralty, Hong Kong.
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