Solowin Holdings Files 2024 Annual Report

Ticker: AXG · Form: 20-F · Filed: Jul 26, 2024 · CIK: 1959224

Sentiment: neutral

Topics: annual-report, 20-f, sec-filing

TL;DR

Solowin Holdings filed its 2024 20-F, check financials for the year ending March 31.

AI Summary

Solowin Holdings, Ltd. filed its annual report on Form 20-F for the fiscal year ended March 31, 2024. The company, incorporated in the Cayman Islands, is listed under the SIC code 6211 for Security Brokers, Dealers & Flotation Companies. The filing was made on July 26, 2024, with the SEC under file number 001-41776.

Why It Matters

This filing provides investors with the company's audited financial performance and disclosures for the past fiscal year, crucial for understanding its financial health and future prospects.

Risk Assessment

Risk Level: medium — As a 20-F filing, it represents an annual report for a foreign private issuer, which may involve different regulatory frameworks and disclosure standards compared to domestic US companies.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Solowin Holdings, Ltd.?

Solowin Holdings, Ltd. is classified under SIC code 6211, which pertains to Security Brokers, Dealers & Flotation Companies.

When was this annual report filed with the SEC?

This Form 20-F was filed on July 26, 2024.

For which fiscal year is this report filed?

The report is for the fiscal year ended March 31, 2024.

Where is Solowin Holdings, Ltd. incorporated?

Solowin Holdings, Ltd. is incorporated in the Cayman Islands.

What is the company's business address?

The business address is Room 1910-1912A, Tower 3, 33 Canton Rd, Tsim Sha Tsui, Kowloon, Hong Kong.

Filing Stats: 4,642 words · 19 min read · ~15 pages · Grade level 12.2 · Accepted 2024-07-26 17:01:29

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Annual Report on Form 20-F Year Ended March 31, 2024 TABLE OF CONTENTS PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and Senior Management 1 B. Advisers 1 C. Auditors 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9 ITEM 4. INFORMATION ON THE COMPANY 42 A. History and Development of the Company 42 B. Business Overview 43 C. Organizational Structure 82 D. Property, Plant and Equipment 82 ITEM 4A. UNRESOLVED STAFF COMMENTS 83 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 83 A. Operating Results 83 B. Liquidity and Capital Resources 100 C. Research and Development, Patents and Licenses, Etc. 102 D. Trend Information 102 E. Critical Accounting Estimates. 102 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 107 A. Directors and Senior Management 107 B. Compensation 109 C. Board Practices 110 D. Employees 113 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 115 A. Major Shareholders 115 B. Related Party Transactions 115 C. Interests of Experts and Counsel 116 ITEM 8. FINANCIAL INFORMATION 116 A. Consolidated 116 B. Significant Changes 117 ITEM 9. THE OFFER AND LISTING 117 A. Offer and Listing Details 117 B. Plan of Distribution 117 C. Markets 117 D. Selling Shareholders 117 E. Dilution 117 F. Expenses of the Issue 118 ITEM 10. ADDITIONAL INFORMATION 118 A. Share Capital 118 B. Memorandum and Articles of Association 118 C. Material Contracts 126 D. Exchange Con

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 132 A. Debt Securities 132 B. Warrants and Rights 132 C. Other Securities 132 D. American Depositary Shares 132 PART II 133 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 133 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS 133 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 133

[RESERVED]

ITEM 16. [RESERVED] 134 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 134 ITEM 16B. CODE OF ETHICS 134 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 135 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 135 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 135 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 135 ITEM 16G. CORPORATE GOVERNANCE 135 ITEM 16H. MINE SAFETY DISCLOSURE 136 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 136 ITEM 16J. INSIDER TRADING POLICIES 136 ITEM 16K. CYBERSECURITY 136 PART III 138 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 138 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 138 ITEM 19. EXHIBITS 138 ii INTRODUCTORY NOTES Use of Certain Defined Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to: "AUM" are to Asset Under Management; "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 Administrative Region of the People's Republic of China; "HKEX" are to Hong Kong Exchanges and Clearing Limited; "HKSFC" are to Hong Kong Securities and Futures Commission; "HK Subsidiaries" are to Solomon JFZ (Asia) Holdings Limited and Solomon Private Wealth Limited, each a Hong Kong corporation. "IPO" are to the initial public offering of Solowin's 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 People's Republic of China, excluding Taiwan, the special administrative regions of Hong Kong and Macau; "Nasdaq" refer to Nasdaq Stock Market LLC; "PRC" and "China" are to the People's Republic of China, including Hong Kong SAR and the Macau Special Administrative Region except when we reference specific laws and regulations adopted by the PRC, but excluding, for the purposes of this report only, Taiwan. For purpose of this report, the legal and operational risks associated with operations in China also apply to operations in Hong Kong; "RMB" or "Renminbi" are to the legal currency of China; "Solowin" are to SOLOWIN HOLDINGS, a holding company incorporated in the Cayman Islands as an exempted company; "Solomon JFZ" are to Solowin's 100% owned subsidiary Solomon JFZ (Asia) Holdings Limited, a Hong Kong corporation; "Solomon VA+" refer to Solomon JFZ's institutional-grade all-in-one smart trading platform, which innovatively upgraded with virtual assets trading and wealth management functions. Solomon VA+ is an app accessible via any mobile device and is designed to be s

IDENTITY OF DIRECTORS,

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Not applicable. B. Advisers Not applicable. C. Auditors Not applicable.

OFFER STATISTICS

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE A. Offer Statistics Not applicable. B. Method and Expected Timetable Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Solowin is an exempted limited liability company incorporated under the laws of the Cayman Islands on July 23, 2021. Our ordinary shares, par value $0.0001 per share (the "Ordinary Shares") are listed on Nasdaq, under the symbol "SWIN." As a holding company with no material operations of its own, Solowin currently conducts its operations primarily through its wholly owned subsidiaries, Solomon JFZ and Solomon Wealth, each a limited liability corporation incorporated in Hong Kong. This holding company structure involves unique risks to investors, and you may never directly hold equity interests in our operating subsidiaries. We face various legal and operational risks and uncertainties associated 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 the complex and evolving PRC laws and regulations. The legal and operational risks associated with operations in China will apply to HK Subsidiaries' operations in Hong Kong, should recent statements and regulatory actions by China's government apply to us in the future. In that case, we will face risks associated with regulatory approvals on foreign investment in Hong Kong-based issuers, anti-monopoly regulatory actions, oversight on cybersecurity, data privacy and personal information. The PRC government may also intervene or impose restrictions on HK Subsidiaries' ability to move cash out of Hong Kong to distribute earnings and pay dividends to Solowin or U.S. investors. Furthermore, PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require us to obtain regulatory approval from PRC authorities for any future securities offering. These risks could result in a material adverse change in HK Subsidiaries' business operations and the value of the Ordinary Shares, restrictions in HK Subsidiaries' ability to accept foreign investments

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