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TOP Financial Group Approves 1-for-5 Consolidation Effective August 2026 TOP Financial Group’s board has approved a 1-for-5 share consolidation of all issued and unissued Class A and Class B ordinary shares, effective 3 August 2026. Class A shares will continue to trade on Nasdaq under the “TOP” ticker, and any fractional entitlements will be rounded up to the nearest whole share.
The consolidation changes TOP Financial Group’s capital structure by reducing the number of shares outstanding while keeping each holder’s proportional ownership broadly intact. The decision not to issue fractional shares removes the need for cash payments to very small holders.
TOP Financial Group’s stock last traded at US$2.06, with the share price up 104.0% year to date. The consolidation would mechanically adjust the per-share trading price and share count if current levels hold into the 2026 effective date.
This kind of reverse split mainly affects trading mechanics and optics rather than underlying business value. The key risk to monitor is how liquidity and bid-ask spreads in TOP’s stock respond once the new share structure is in place. Announcement • Jul 01
TOP Financial Group Limited announced delayed annual 10-K filing On 06/30/2026, TOP Financial Group Limited announced that they will be unable to file their next 10-K by the deadline required by the SEC. New Risk • May 18
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 17% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (17% average weekly change). Earnings have declined by 62% per year over the past 5 years. Minor Risks Revenue is less than US$5m (US$4.4m revenue). Market cap is less than US$100m (US$30.4m market cap). New Risk • Mar 25
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 13% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 62% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Revenue is less than US$5m (US$4.4m revenue). Market cap is less than US$100m (US$23.0m market cap). Reported Earnings • Jan 22
First half 2026 earnings released: EPS: US$0.005 (vs US$0.012 loss in 1H 2025) First half 2026 results: EPS: US$0.005 (up from US$0.012 loss in 1H 2025). Net income: US$190.5k (up US$641.0k from 1H 2025). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 64 percentage points per year, which is a significant difference in performance. Board Change • Oct 31
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. Independent Director Anthony Chan was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Announcement • Aug 01
TOP Financial Group Limited announced delayed 20-F filing On 07/31/2025, TOP Financial Group Limited announced that they will be unable to file their next 20-F by the deadline required by the SEC. Announcement • Jun 13
TOP Financial Group Limited, Annual General Meeting, Jun 24, 2025 TOP Financial Group Limited, Annual General Meeting, Jun 24, 2025, at 10:00 China Standard Time. Location: 118 connaught road west, room 1101, Hong Kong Board Change • Jun 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. Independent Director Anthony S. Chan was the last director to join the board, commencing their role in 2022. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Buy Or Sell Opportunity • Apr 22
Now 21% undervalued after recent price drop Over the last 90 days, the stock has fallen 23% to US$1.11. The fair value is estimated to be US$1.40, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 16% over the last 3 years. Meanwhile, the company became loss making. Buy Or Sell Opportunity • Apr 07
Now 24% undervalued after recent price drop Over the last 90 days, the stock has fallen 33% to US$1.08. The fair value is estimated to be US$1.41, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 16% over the last 3 years. Meanwhile, the company became loss making. Reported Earnings • Jan 28
First half 2025 earnings released: US$0.012 loss per share (vs US$0.10 profit in 1H 2024) First half 2025 results: US$0.012 loss per share (down from US$0.10 profit in 1H 2024). Net loss: US$450.4k (down 112% from profit in 1H 2024). Buy Or Sell Opportunity • Jan 13
Now 21% undervalued after recent price drop Over the last 90 days, the stock has fallen 24% to US$1.42. The fair value is estimated to be US$1.81, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 14% over the last 3 years. Earnings per share has declined by 17%. Buy Or Sell Opportunity • Dec 18
Now 23% undervalued after recent price drop Over the last 90 days, the stock has fallen 11% to US$1.35. The fair value is estimated to be US$1.76, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 14% over the last 3 years. Earnings per share has declined by 17%. New Risk • Sep 30
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 9.6% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Minor Risks Share price has been volatile over the past 3 months (9.6% average weekly change). Profit margins are more than 30% lower than last year (13% net profit margin). Shareholders have been diluted in the past year (5.8% increase in shares outstanding). Market cap is less than US$100m (US$62.6m market cap). Valuation Update With 7 Day Price Move • Sep 30
Investor sentiment improves as stock rises 25% After last week's 25% share price gain to US$1.93, the stock trades at a trailing P/E ratio of 68x. Average trailing P/E is 22x in the Capital Markets industry in the US. Total loss to shareholders of 62% over the past year. Buy Or Sell Opportunity • Sep 18
Now 21% undervalued after recent price drop Over the last 90 days, the stock has fallen 41% to US$1.48. The fair value is estimated to be US$1.87, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has declined by 14% over the last 3 years. Earnings per share has declined by 17%. Valuation Update With 7 Day Price Move • Sep 10
Investor sentiment deteriorates as stock falls 20% After last week's 20% share price decline to US$1.68, the stock trades at a trailing P/E ratio of 59.2x. Average trailing P/E is 21x in the Capital Markets industry in the US. Total loss to shareholders of 69% over the past year. Buy Or Sell Opportunity • Aug 22
Now 32% overvalued Over the last 90 days, the stock has fallen 2.4% to US$2.47. The fair value is estimated to be US$1.87, however this is not to be taken as a sell recommendation but rather should be used as a guide only. Revenue has declined by 14% over the last 3 years. Earnings per share has declined by 17%. Reported Earnings • Aug 01
Full year 2024 earnings released: EPS: US$0.033 (vs US$0.099 in FY 2023) Full year 2024 results: EPS: US$0.033 (down from US$0.099 in FY 2023). Revenue: US$8.04m (down 17% from FY 2023). Net income: US$1.05m (down 69% from FY 2023). Profit margin: 13% (down from 35% in FY 2023). The decrease in margin was primarily driven by lower revenue. Valuation Update With 7 Day Price Move • Apr 17
Investor sentiment deteriorates as stock falls 17% After last week's 17% share price decline to US$2.23, the stock trades at a trailing P/E ratio of 15.8x. Average trailing P/E is 20x in the Capital Markets industry in the US. Total loss to shareholders of 64% over the past year. Announcement • Feb 15
TOP Financial Group Limited has completed a Follow-on Equity Offering in the amount of $5 million. TOP Financial Group Limited has completed a Follow-on Equity Offering in the amount of $5 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 2,000,000
Price\Range: $2.5
Discount Per Security: $0.175
Security Name: Warrants
Security Type: Equity Warrant
Securities Offered: 2,000,000
Transaction Features: Registered Direct Offering New Risk • Feb 14
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 5.6% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (24% average weekly change). High level of non-cash earnings (45% accrual ratio). Minor Risk Shareholders have been diluted in the past year (5.6% increase in shares outstanding). Announcement • Feb 14
TOP Financial Group Limited has filed a Follow-on Equity Offering in the amount of $5 million. TOP Financial Group Limited has filed a Follow-on Equity Offering in the amount of $5 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 2,000,000
Price\Range: $2.5
Security Name: Warrants
Security Type: Equity Warrant
Securities Offered: 2,000,000
Transaction Features: Registered Direct Offering Valuation Update With 7 Day Price Move • Feb 10
Investor sentiment improves as stock rises 96% After last week's 96% share price gain to US$5.38, the stock trades at a trailing P/E ratio of 36.1x. Average trailing P/E is 19x in the Capital Markets industry in the US. Total returns to shareholders of 45% over the past year. Reported Earnings • Feb 02
First half 2024 earnings released: EPS: US$0.10 (vs US$0.055 in 1H 2023) First half 2024 results: EPS: US$0.10 (up from US$0.055 in 1H 2023). Revenue: US$7.15m (up 39% from 1H 2023). Net income: US$3.67m (up 100% from 1H 2023). Profit margin: 51% (up from 36% in 1H 2023). The increase in margin was driven by higher revenue. New Risk • Jan 18
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: US$97.7m This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risk High level of non-cash earnings (95% accrual ratio). Minor Risks Latest financial reports are more than 6 months old (reported March 2023 fiscal period end). Market cap is less than US$100m (US$97.7m market cap). Valuation Update With 7 Day Price Move • Jan 17
Investor sentiment deteriorates as stock falls 18% After last week's 18% share price decline to US$2.79, the stock trades at a trailing P/E ratio of 28.7x. Average trailing P/E is 27x in the Capital Markets industry in the US. Total loss to shareholders of 44% over the past year. New Risk • Jan 16
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended March 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk High level of non-cash earnings (95% accrual ratio). Minor Risk Latest financial reports are more than 6 months old (reported March 2023 fiscal period end). Valuation Update With 7 Day Price Move • Nov 01
Investor sentiment deteriorates as stock falls 20% After last week's 20% share price decline to US$4.44, the stock trades at a trailing P/E ratio of 39.2x. Average trailing P/E is 28x in the Capital Markets industry in the US. Total loss to shareholders of 10% over the past year. Announcement • Oct 18
TOP Financial Group Limited, Annual General Meeting, Dec 06, 2023 TOP Financial Group Limited, Annual General Meeting, Dec 06, 2023, at 10:00 China Standard Time. Location: 118 Connaught Road West, Room 1101 Hong Kong Hong Kong Agenda: To consider and approve the re-appointment of five directors, Ms. Junli Yang, Mr.KaFai Yuen, Mr.Anthony S.Chan, Mr.Mau Chung Ng and Ms. Mei Cai, each to serve a term expiring at the next annual meeting of shareholders or until their successors are duly elected and qualified; to consider and ratify the appointment of YCM CPA, Inc. as the Companys independent registered public accounting firm for the fiscal year ending March31, 2024; and to consider restate the Companys Articles of Association to replace Article39. Valuation Update With 7 Day Price Move • Sep 25
Investor sentiment deteriorates as stock falls 16% After last week's 16% share price decline to US$4.57, the stock trades at a trailing P/E ratio of 47.1x. Average trailing P/E is 28x in the Capital Markets industry in the US. Total loss to shareholders of 63% over the past year. Reported Earnings • Jul 01
Full year 2023 earnings released: EPS: US$0.099 (vs US$0.12 in FY 2022) Full year 2023 results: EPS: US$0.099 (down from US$0.12 in FY 2022). Revenue: US$9.70m (up 24% from FY 2022). Net income: US$3.40m (down 2.7% from FY 2022). Profit margin: 35% (down from 45% in FY 2022). The decrease in margin was driven by higher expenses. Valuation Update With 7 Day Price Move • Jun 26
Investor sentiment deteriorates as stock falls 17% After last week's 17% share price decline to US$5.88, the stock trades at a trailing P/E ratio of 46.2x. Average trailing P/E is 31x in the Capital Markets industry in the US. Total loss to shareholders of 80% over the past year. Valuation Update With 7 Day Price Move • Jun 03
Investor sentiment deteriorates as stock falls 15% After last week's 15% share price decline to US$7.17, the stock trades at a trailing P/E ratio of 56.3x. Average trailing P/E is 31x in the Capital Markets industry in the US. Total loss to shareholders of 55% over the past year. Board Change • May 30
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Chairman Junli Yang is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Valuation Update With 7 Day Price Move • May 10
Investor sentiment deteriorates as stock falls 81% After last week's 81% share price decline to US$9.92, the stock trades at a trailing P/E ratio of 77.9x. Average trailing P/E is 27x in the Capital Markets industry in the US. Valuation Update With 7 Day Price Move • Apr 05
Investor sentiment improves as stock rises 21% After last week's 21% share price gain to US$6.61, the stock trades at a trailing P/E ratio of 51.9x. Average trailing P/E is 30x in the Capital Markets industry in the US. Valuation Update With 7 Day Price Move • Feb 24
Investor sentiment improves as stock rises 16% After last week's 16% share price gain to US$4.28, the stock trades at a trailing P/E ratio of 33.6x. Average trailing P/E is 28x in the Capital Markets industry in the US. Valuation Update With 7 Day Price Move • Feb 03
Investor sentiment deteriorates as stock falls 20% After last week's 20% share price decline to US$3.92, the stock trades at a trailing P/E ratio of 30.8x. Average trailing P/E is 28x in the Capital Markets industry in the US. Reported Earnings • Jan 08
First half 2023 earnings released: EPS: US$0.055 (vs US$0.029 in 1H 2022) First half 2023 results: EPS: US$0.055 (up from US$0.029 in 1H 2022). Revenue: US$5.16m (up 61% from 1H 2022). Net income: US$1.84m (up 112% from 1H 2022). Profit margin: 36% (up from 27% in 1H 2022). The increase in margin was driven by higher revenue. Board Change • Nov 16
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Executive Chairman Junli Yang is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Valuation Update With 7 Day Price Move • Nov 12
Investor sentiment improved over the past week After last week's 20% share price gain to US$5.38, the stock trades at a trailing P/E ratio of 54x. Average trailing P/E is 25x in the Capital Markets industry in the US. Announcement • Nov 01
TOP Financial Group Limited Provides Revenue Guidance for the Fiscal Year Ending March 31, 2023 and Six Months Ending September 30, 2023 TOP Financial Group Limited provides revenue guidance for the fiscal year ending March 31, 2023 and six months ending September 30, 2023. For the fiscal year ended March 31, 2023, the company expects total revenues to be between USD 9.75 million to USD 10.53 million, representing year-over-year growth of 25% to 35%.For the six months ended September 30, 2023, the company expects total revenues to be between USD 6.5 million to USD 7 million, representing year-over-year growth of 25% to 35%. Board Change • Nov 01
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Executive Chairman Junli Yang is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Announcement • Sep 02
TOP Financial Group Limited (NasdaqCM:TOP) has entered into a Share Purchase Agreement to acquire Top 500 Sec Pty Ltd from PRO800 Limited for AUD 0.7 million. TOP Financial Group Limited (NasdaqCM:TOP) has entered into a Share Purchase Agreement to acquire Top 500 Sec Pty Ltd from PRO800 Limited for AUD 0.7 million on September 1, 2022. The closing of the transaction is conditioned upon completion of due diligence reviews of the Target and any required regulatory approvals. Announcement • Aug 02
TOP Financial Group Limited announced delayed 20-F filing On 08/01/2022, TOP Financial Group Limited announced that they will be unable to file their next 20-F by the deadline required by the SEC. Announcement • Jun 02
Zhong Yang Financial Group Limited has completed an IPO in the amount of $25 million. Zhong Yang Financial Group Limited has completed an IPO in the amount of $25 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Price\Range: $5
Discount Per Security: $0.35
Security Name: Ordinary Shares
Security Type: Common Stock
Price\Range: $5
Discount Per Security: $0.175
Transaction Features: Regulation S 
