v3.25.2
RELATED PARTY TRANSACTIONS AND BALANCES
12 Months Ended
Mar. 31, 2025
Notes and other explanatory information [abstract]  
RELATED PARTY TRANSACTIONS AND BALANCES

 

16. RELATED PARTY TRANSACTIONS AND BALANCES

 

Nature of relationships with related parties

 

   
Name  Relationship with the Group
    
Bluemount Group Limited  Shareholder of the Company
Echo International Holdings Group Limited  Shareholder of the Company
Lissington Limited  Shareholder of the Company since May 14, 2024
ECGO International Limited  Substantial shareholder of Echo International Holdings Group Limited (“Echo International”) until October 18, 2023
Yuk Cuisine Limited  Common director (Ms. Chan Wan Shan Sandra) and a wholly-owned subsidiary of Echo International
Yuk Cuisine (Hong Kong) Limited  Common director (Ms. Chan Wan Shan Sandra) and a wholly-owned subsidiary of Echo International
Echo Asia (Hong Kong) Limited  Common director (Ms. Chan Wan Shan Sandra) and a wholly-owned subsidiary of Echo International
Bluemount Credit Limited  Common directors (Ms. Chan Wan Shan Sandra and Mr. Pan Jiye) until March 31, 2024 and a wholly-owned subsidiary of Lissington Limited
Bluemount Financial Holdings Limited  Common directors (Ms. Chan Wan Shan Sandra and Mr. Pan Jiye)
Bluemount Investment Fund SPC  Common director (Ms. Chan Wan Shan Sandra)
Global New Normal Anti-Inflation Limited Partnership Fund SPC  Investment manager of the fund until March 1, 2024
Ms. Chan Wan Shan Sandra  Director of the Company
Mr. Pan Jiye  Director of the Company

 

(a)Amount due to a director

 

          
   As of March 31,
    2024    2025 
    HK$’000    HK$’000 
           
Amount due to a director          
Chan Wan Shan Sandra   3,168    3,407 

 

The amount is unsecured, non-interest bearing and repayable on demand.

 

(b)Transactions with related parties

 

                  
      For the year ended March 31,
       2023    2024    2025 
Name of related parties  Transaction nature   HK$’000    HK$’000    HK$’000 
                   
Echo International Holdings Group Limited  Interest expense on dividend payables   348    348    - 
Echo International Holdings Group Limited  Placing commission income   505    -    - 
Bluemount Investment Fund SPC1 - Cyber Investment Fund SP  Asset management fee   55    7    12 
Bluemount Investment Fund SPC1 - Bluemount Investment Fund SP  Asset management fee   623    429    245 
Bluemount Investment Fund SPC1 - Sunrise Global Strategies Fund SP  Asset management fee   25    -    - 
Bluemount Investment Fund SPC1 - Global Strategy Fund SP  Asset management fee   -    -    3,979 
Global New Normal Anti-Inflation Limited Partnership Fund SPC2  Asset management fee   -    330    - 
Echo Asia (Hong Kong) Limited  Purchases of timepieces   -    -    4,507 

 

1 Bluemount Asset Management Limited (“BAML”) was appointed by Bluemount Investment Fund SPC (the “Fund”) as the investment manager (“Manager”) to manage 4 Segregated Portfolios of the Fund. Included but not limited to making investment decisions, implementing investment strategies, and ensuring compliance with applicable regulations and guidelines.

 

2 BAML was appointed by this fund as the Manager of Global New Normal Anti-Inflation Limited Partnership Fund SPC to manage the Segregated Portfolio of this fund. Included but not limited to making investment decisions, implementing investment strategies, and ensuring compliance with applicable regulations and guidelines.

 

 

(i)Cyber Investment Fund SP (“Cyber SP”)

 

Pursuant to the supplement to the Private Placement Memorandum between Cyber SP and BAML, Cyber SP shall pay BAML an asset management fee equal to one-fourth of 0.9 per cent per quarter of the net asset value of each series of Class A shares as at the last valuation day in each quarter. The asset management fee will be calculated quarterly and payable in Hong Kong dollars in arrears as soon as reasonably practicable after the end of March, June, September and December in each year. BAML will also be entitled to receive a performance fee from Cyber SP in respect of each series of participating share in issue. For each performance period, the performance fee in respect of each series of Class A shares will be equal to forty per cent of the appreciation in the net asset value of the series during the performance period above the high water mark.

 

(ii)Bluemount Investment Fund SP (“Bluemount SP”)

 

Pursuant to the supplement to the Private Placement Memorandum between Bluemount SP and BAML, Bluemount SP shall pay BAML an asset management fee equal to one-fourth of 2 per cent per quarter of the net asset value of each series of Class A shares as at the last valuation day in each quarter. The asset management fee will be calculated quarterly and payable in Hong Kong dollars annually in arrears. BAML will also be entitled to receive a performance fee from Bluemount SP in respect of each series of participating share in issue. For each performance period, the performance fee in respect of each series of Class A shares will be equal to thirty per cent of the appreciation in the net asset value of the series during the performance period above the high water mark.

 

(iii)Sunrise Global Strategies Fund SP (“Sunrise Global SP”)

 

Pursuant to the Private Placement Memorandum between Sunrise Global SP and BAML, Sunrise Global SP shall pay BAML an asset management fee equal to 1% per annum based on the net asset value of each series of Class A shares before deduction of that period’s management fee and before making any deduction for any accrued performance fees. The asset management fee will be calculated as at each valuation day and payable in US dollars monthly in arrears. BAML will also be entitled to receive a performance fee from Sunrise Global SP in respect of each series of Class A shares. For each performance period, the performance fee in respect of each series of Class A shares shall equal to 20% appreciation in the net asset value of the series during the performance period above the high water mark.

 

(iv)Global Strategy Fund SP (“Global Strategy SP”)

 

Pursuant to the Private Placement Memorandum between Global Strategy SP and BAML, Global Strategy SP shall pay BAML an asset management fee in respect of each series of Class A shares and Class B shares.

In respect of each series of class A shares, Global Strategy SP shall pay BAML an asset management fee equal to 1% per annum based on the net asset value of each series of Class A shares before deduction of that period’s management fee and before making any deduction for any accrued performance fees. The asset management fee for Class A shares will be calculated as at each valuation day and payable in US dollars quarterly in arrears as soon as reasonably practicable after the end of March, June, September and December in each year.

 

In respect of each series of class B shares, Global Strategy SP shall pay BAML an asset management fee equal to 5% for the first calendar year and 1% per annum thereafter based on the net asset value of each series of Class B shares before deduction of that period’s management fee and before making any deduction for any accrued performance fees. The asset management fee for Class B shares for the first calendar year of its relevant subscription day will be calculated at the end of the offering period and on each subscription day and payable in US dollars in advance. After the end of the first calendar year from the relevant subscription day for each series of Class B shares, the asset management fee for Class B shares will be calculated as at each valuation day and payable in US Dollars quarterly in arrears as soon as reasonably practicable after the end of March, June, September and December in each year.

 

BAML will also be entitled to receive a performance fee from Global Strategy SP in respect of each series of Class A shares and Class B shares. For each performance period, the performance fee in respect of each series of Class A shares and Class B shares shall equal to 10% of the excess return and 10% appreciation in the net asset value of the series above the high water mark respectively during the performance period.

 

Bluemount Investment Fund SPC is considered a related party to the Group since both entities share common director.

 

(v)Global New Normal Anti-Inflation Limited Partnership Fund SPC (“Global New SPC”)

 

Pursuant to the investment management agreement dated April 19, 2023 between Global New SPC and BAML, Global New SPC shall pay BAML a fixed monthly fee of HK$30,000 at the end of each month. The monthly fee will be payable in Hong Kong dollar in arrears as soon as reasonably practicable after the end of each month. In addition, Global New SPC shall also pay BAML an asset management fee equal to 0.5% per quarter of the net asset value of each series of portfolio (before deduction of that quarter's management fee) as at the last valuation day in each quarter. The asset management fee will be calculated quarterly and payable in Hong Kong dollar in arrears as soon as reasonably practicable after the end of March, June, September and December in each year.

 

Global New SPC is considered as a related party to the Group. This classification arises because the Group has been designated as the investment manager for this fund. On December 31, 2023, BAML issued a termination letter to resign as investment manager with Global New SPC, effective from 1 March 2024  .

 

(c)Balances with related parties

 

             
      As of March 31,
       2024    2025 
Name of related parties  Balance nature   HK$’000    HK$’000 
              
Bluemount Investment Fund SP  Trade receivables   2,105    109 
Cyber Investment Fund SP  Trade receivables   6,237    12 
Global Strategy Fund SP  Trade receivables   -    3,979 
Echo International Holdings Group Limited  Dividend payables   6,444    - 
Bluemount Group Limited  Other receivables   26    26 
Bluemount Investment Fund SPC  Other receivables   133    133 
Bluemount Financial Holdings Limited  Other receivables   1    1 
ECGO International Limited*  Loan   *    * 
Yuk Cuisine Limited  Other payables   1,066    1,506 
Yuk Cuisine (Hong Kong) Limited  Other payables   250    250 

 

The above balances are unsecured and repayable on demand except for the outstanding dividend payables by Bluemount Financial Group Limited to Echo International Holdings Group Limited which has a stated interest rate of at 7% per annum.

 

* With effect from October 18, 2023, ECGO International Limited, the former related company, is no longer a substantial shareholder of one of the shareholders of the Company as it has disposed the corresponding equity shares. For information purpose, the loan from ECGO International Limited amounted to HK$150,000 and HK$150,000 as of March 31, 2024 and 2025, respectively.

 

(d)Interests in subsidiaries

 

Particulars of the subsidiaries as of March 31, 2024 and 2025 are as follows:

 

                   

 

 

 

Name of subsidiary

 

Place of

Incorporation / operations

  Issued and fully
paid share capital
 

Proportion of

voting power held

by the Company

  Principal activities
          2024    2025    
Directly:                   
Bluemount Financial Group Limited  Hong Kong  Ordinary HK$23,010,300   100%   100%  Investment holding
Indirectly:                   
Bluemount Securities Limited  Hong Kong  Ordinary HK$18,000,000   100%   100%  Financial and brokerage services
Bluemount Asset Management Limited  Hong Kong  Ordinary HK$5,000,000   100%   100%  Wealth and asset management services
Bluemount Capital Limited  Hong Kong  Ordinary HK$10,000   100%   100%  Advisory services
Bluemount Commodities Limited  Hong Kong  Ordinary HK$100   100%   100%  Trading of timepieces and advisory services