Welcome to our dedicated page for TOP FINANCIAL GROUP SEC filings (Ticker: TOP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cross-border brokerage revenues, futures margin risks and post-IPO capital requirements make TOP Financial Group’s SEC disclosures anything but straightforward. If you have ever tried to locate margin exposure tables in a 20-F or wondered how insider trades impact this young Nasdaq listing, you know the challenge.
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TOP Financial Group Limited ("TOP", TFGL) files a comprehensive Form 20-F describing a Cayman Islands holding structure that conducts operations primarily through Hong Kong subsidiaries. As of March 31, 2025, there were 37,044,475 Class A Ordinary Shares outstanding. TFGL holds multiple operating and holding subsidiaries (e.g., ZYSL, ZYCL, WIN100 WEALTH, WIN100 TECH, Winrich) that carry out licensed financial services in Hong Kong and other jurisdictions.
The filing highlights key operational facts: ZYSL and ZYCL hold HKSFC licenses for dealing, advising and asset management; TFGL has funded subsidiaries through a series of intra-company loans and capital injections (including transfers up to $5.0 million and a $3.0 million capital injection); TFGL acquired ZYFS for HKD500,000 (≈USD63,750). The company reports that its independent auditor, YCM CPA Inc., is subject to PCAOB inspection.
The 20-F emphasizes material risks: potential delisting under the HFCA Act if PCAOB inspection access changes, uncertainty from PRC and Hong Kong regulatory developments (data security, cybersecurity review and overseas listing rules), reliance on dividends and transfers from operating subsidiaries for TFGL cash needs, customer concentration among the top five clients, and past trading volatility including a May 2023 SEC trading suspension.
TOP Financial Group Limited (Nasdaq: TOP) filed a Form 6-K summarizing the results of its 24 June 2025 Annual General Meeting. A quorum of 30,298,071 Class A ordinary shares (81.63% of the 37,117,806 shares outstanding) was present and every resolution passed with roughly 99.4% shareholder support (30,119,246 FOR; 177,445 AGAINST; 1,380 ABSTAIN).
Key resolutions approved:
- Board continuity: Re-appointment of five directors—Junli Yang, Ka Fai Yuen, Anthony S. Chan, Mau Chung Ng and Mei Cai—for terms expiring at the next AGM.
- Auditor ratification: YCM CPA, Inc. confirmed as independent registered public accounting firm for the fiscal year ending 31 March 2025.
- Share re-designation: 90 million authorised but unissued Class A shares were re-designated as Class B shares, changing authorised capital from 990 million Class A / 10 million Class B to 900 million Class A / 100 million Class B shares (par value US$0.001 each).
- Memorandum & Articles overhaul: A series of special resolutions amended and restated the Memorandum and Articles to reflect the new capital structure, update definitions, and insert new Articles 16-19.
- Conversion mechanism: New Articles permit each Class A share to be converted 1-for-1 into a Class B share; conversions above 10 million shares require an ordinary shareholder resolution.
- Other governance updates: Clarified provisions on share issuance, redemption, treasury shares and variation of rights; renumbered existing Articles accordingly.
The filing contains no financial performance information and focuses solely on corporate-governance and capital-structure matters.
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