| RELATED PARTY TRANSACTIONS |
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8.
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RELATED PARTY TRANSACTIONS
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The table below sets forth major related parties of the Group and their
relationships with the Group.
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Zhou Kai
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Principal shareholder, chief technology officer, chairman of the board
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Shenzhen Jinhui Technology Co., Ltd.
(“Shenzhen Jinhui”)
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A company previously controlled by Zhou Kai, which ceased to be a related
party in the fourth quarter in 2025.
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Wealth Guardian Investment Limited (“WGI”)
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The Group is able to exercise significant influence over WGI because two individuals, who are the senior management of WGI, are the shareholders of the Company holding more than or approximately 10% aggregate equity interests for the six months ended September 30, 2025.
Effective October 2025, WGI has dissolved investment accounts in WSI,
therefore, WGI is no longer a customer of WSI after October 2025.
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Waton Trust Limited
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An entity where Zhou Kai previously acted as a director. In the third
quarter of 2025, Zhou Kai resigned from the directorship and remained as a 20% shareholder.
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WIG SPC-SPs
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An entity incorporated in the Cayman Islands, with 100% of its issued management shares owned by WSI, established for the purpose of holding investment segregated portfolios (each, an “SP”
and collectively, the “SPs”). The SPs are each formed for the purpose of investing in securities and are owned by different investors. Effective December 2024, WSI serves as the investment manager of the WIG SPC series SPs. During the
six months ended September 30, 2025, there was no management income incurred, and WSI was subsequently re-appointed as a co-investment manager for Z Navigation Option.
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Transactions with WGI
The Group conducts material transactions with WGI through WSI and/or WTI,
which entities are service providers for WGI. These transactions and related balances are as follows:
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Receivables – clients – unsettled trade
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$—
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$1,549,709
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Receivables – clients – margin loan (net)(i)(ii)
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349
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3,276,678
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Receivables – software licensing (including
subscription based) and related support services
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1,800,000
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600,000
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Receivables – Total(iii)
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$1,800,349
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$5,426,387
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Contract assets
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400,000
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1,200,000
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Payables – brokerage services
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$40,745
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$1,417,153
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Payables – Broker-dealer
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—
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75,136
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Payables – Total
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$40,745
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$1,492,289
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(i)
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WSI
extended a credit line of nil and $4.3 million to WGI for margin transactions during the six months ended September 30, 2025 and 2024.
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(ii)
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As of
September 30, 2025 and March 31, 2025, the amounts consisted of margin loan receivables of nil and $3.5 million, net of client payables of nil
and $0.2 million, respectively.
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(iii)
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As
of September 30, 2025 and March 31, 2025, receivables from this customer, including margin loan receivables, have been either fully collateralized by the client-owned securities held in the customer’s account or fully collected.
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Revenues – brokerage commission and handling charge income
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$1,388,432
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$892,837
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Revenues – interest income
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446,360
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520,183
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Revenues – software licensing (including
subscription based) and related support services
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400,000
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600,000
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Total
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$2,234,792
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$2,013,020
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For the six months ended September 30, 2025 and 2024, the Group recognized
software licensing and related support services revenue of $400,000 and $600,000, respectively, before invoicing to WGI. The amount was recorded under contract assets – related party in the unaudited condensed consolidated balance sheets.
Effective October 2025, WGI has dissolved investment accounts in the Group,
therefore, WGI is no longer a customer of the Group after October 2025.
Transactions with Zhou Kai
The Group conducts transactions with Zhou Kai through WSI. These transactions
and related balance are as follows:
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Receivables – clients – margin loan
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$2,839
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$—
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Revenues – brokerage commission and handling charge income
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$2,065
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$—
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Revenues – interest income
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6,448
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—
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Total
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$8,513
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$—
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Due to related parties
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Zhou Kai(i)
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$12,505
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$31,682
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Shenzhen Jinhui(ii)
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2,528,305
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1,766,092
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Due to related parties
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$2,540,810
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$1,797,774
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(i)
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The
balance represents borrowings from Zhou Kai for the Group’s daily operational purposes. The borrowings are interest-free, unsecured and due on demand. During the six months ended September 30, 2025 and 2024, there was no advances from Zhou Kai. During the six months ended September 30, 2025 and 2024, the Group repaid borrowings from Zhou Kai of nil and $1.8 million,
respectively.
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(ii)
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The
balance represents unpaid service fees to Shenzhen Jinhui, a service provider and sub-contractor of the Group’s project management services. Based on the services agreement, Shenzhen Jinhui charges the Group certain percents of markup
above its costs relating to service provided to the Group. During the six months ended September 30, 2025 and 2024, the Group purchased outsourcing and related support services of approximately $0.7 million and $0.5 million, respectively, from
Shenzhen Jinhui which were recorded as software licensing and related support outsourcing costs.
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