We are a professional services provider in Macau that engages in the provision of industrial park consultation services, business investment consultation services to clients through LIC, and sales of fintech products and services through LFT, our key operating subsidiaries in Macau. For the years ended September 30, 2023 and 2024, industrial park consultation services, business investment consultation services and fintech services were the main sources of revenue for the Group. For the year ended September 30, 2023, we finished 8 projects in industrial park consultation services and 4 projects in business investment consultation services, but the revenue from fintech business was nil. The property markets in Mainland China and Macau were under pressure: investments in the developments of office buildings and commercial business premises in 2024 dropped 9.0% and 13.9% YoY in mainland China, respectively, according to the China National Bureau of Statistics in 2024, while, the average prices per square meter for office spaces and industrial units in 2024 decreased by 21.7% and 16.9% in Macau, respectively, according to the Statistics and Census Service of Macau. The developers and investors became cautious about launching new industrial park projects in this current market situation, which caused material impact to the demand of our industrial park consultation services. As a result, for the year ended September 30, 2024, we finished 4 projects in business investment consultation services but no industrial park consultation projects. However, our fintech business grew strongly and accounted for 70.5% of our revenue for the year ended September 30, 2024. In the future, we plan to continue strengthening our industrial park and business investment consultation services, while at the same time increasing our focus and resources for our fintech products and services. ZGCL is a holding company registered and incorporated in the Cayman Islands, and we may rely on dividends and other distributions on equity paid by our subsidiaries in Macau for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. During the years ended September 30, 2023 and 2022, there were no cash transferred between ZGCL and its subsidiaries. During the year ended September 30, 2024, ZGCL transferred HKD 150,000 to ZGM through bank account transfer for the purpose of intra group cash management. Since there are currently no limitations on the ability of ZGCL to transfer cash to or from ZGM or to investors under Macau Law, ZGCL has not established cash management policies that dictate how funds are transferred. Industrial Park Consultation Services Building on our experiences in consulting for clients from the Guangdong–Hong Kong–Macau Greater Bay Area (the “Greater Bay Area”) of China, we assist our customers in the preparation and submission of applications relating to industrial park projects to PRC government units, and negotiate with relevant government units or supervising organizations on the client’s behalf through our subsidiary LIC. Our industrial park consultation services include: (i) project development consultation service, (ii) agency service of sales and leasing, (iii) property management and financial advisory service, (iv) advisory on operation improvement service, (v) advisory on selection of suppliers/builders process service, and (vi) feasibility study report service (for compliance with investment acquisition reference). We currently focus on the pre-development stage of the industrial park consultation services.In the near future, we also intend to begin operations on post-development stage services through our subsidiary, LMS, subject to timing of industrial park projects in our project chain. Business Investment Consultation Services Our business investment consultation services are divided into mergers and acquisitions consultation services and administrative services. For our investment brokerage consultation services, we mainly assist our clients in acquiring a stake in specific investments which is normally in the form of equity ownership. We primarily target high net worth individuals, corporations, and professional investment institutions in Macau, Hong Kong, Southeast Asia, and other regions. These clients generally have a positive outlook on the economic development prospects of the Greater China region, especially in mainland China, and are seeking investment opportunities in equity and project investments in mainland China, Hong Kong, and Macau. Through LIC, we assist clients to acquire stakes in investment opportunities, typically in the form of equity ownership. We engage third-party seasoned professionals to advise us on transaction structure, and to provide legal and compliance support to navigate regulatory landscapes in cases of need, to enable us to perform our registration services in a prudent manner. As of the date of this prospectus, we have received all requisite permissions or approvals from the Macau authorities to operate our businesses in Macau, and we are not required to obtain any permissions or approvals from any Chinese authorities. We don’t engage in consultation on securities trading and as such we are not required to apply for financial service licenses, and do not provide services such as research report or financial advisory services. We currently provide administrative services to Ione Group, a shareholder of the Company. Our administrative services include handling and managing corporate documents, maintaining and updating corporate changes and registrations, providing registered offices, and filing income tax returns. We provide a set of integrated administrative services (stand-ready obligations) over a fixed period, with the customer having no explicit limit on the use of services within this period. According to our agreement with Ione Group, the customer is required to pay a monthly fee for administrative services. In practice, the Company issues invoices to customer on a quarterly basis for these services, consolidating three months of fees into one invoice and payment is due from the date of billing. The customer pays before the end of the quarters. Fintech Products and Services We believe that fintech products, with potential integration with AI, will offer us a large and promising development opportunity in terms of demand and market potential. By integrating consulting services with fintech services, we can differentiate ourselves from competitors and establish a higher brand value in the industry. We have devoted resources into developing our fintech business since the second half of 2023, and signed a fintech services contract with our first customer in January 2024. From January 2024 to August 5, 2024, our fintech business consists of acting as an intermediary distributor of products offered by our supplier, Guo Yan Innovation Technology (Macau) Co. Ltd. (“Guo Yan”). We did not pay any fees to our supplier, and received commission based on successful engagements with clients. We typically entered into distribution agreements with our supplier, Guo Yan, and then engaged the client directly. We then issued invoices to the client, and received a portion of the end payment from the client as commission, while the remaining portion was provided to the supplier for their fees. On August 5, 2024, we acquired ownership of a set of fintech platform products consisting of 2 fintech platforms and 6 AI models (the “Acquired Fintech Products”) from our supplier, Guo Yan, that analyses customer credit risk and customer consumption behaviors. Currently, our fintech business include selling the Acquired Fintech Products, and we intend to continue acting as an intermediary distributor for other fintech products offered by our supplier, Guo Yan, as well as other future potential suppliers. As part of our upcoming strategy, we plan to further develop proprietary fintech solutions and platforms aiming at banking and financial industries, potentially integrated with AI, through our subsidiary LFT and based on our existing resource network. In the future, we plan to acquire fintech solution companies and/or further expand our fintech services business by recruiting technical staff with relevant experience in fintech development. We believe that fintech services business will eventually become one of the largest business segments for our Company in the future. Our principal executive office is located in Macau.
