香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因通告全部或任何部份內容而產生或因倚賴該等內容 而引致的任何損失承擔任何責任。 於百慕達註冊成立的有限公司 網址：http://www.stelux.com 股份編號：84 股東週年大會通告 * 僅供識別 – 1 – 1. 省覽及接納本公司截至2025年3月31日止年度之經審核財務報表、董事會報告書及核數師報告 書。 2. A. 重選廖晶薇女士為董事。 B. 重選黎啟明先生為董事（獨立非執行）。 C. 釐定董事人數上限。 D. 釐定下年度之董事酬金（包括任何可能被提名之新董事）。 3. 考慮並酌情續聘羅申美會計師事務所為本公司核數師，任期由本大會結束起，直至本公司下屆 股東週年大會結束為止，並授權董事釐定其酬金。 4. 作為特別事項，考慮並酌情採納（無論有否修訂）下列普通決議案： 普通決議案 (B) 「動議： (i) 在下文第(iii)段之規限下，及有待百慕達金融管理局、本公司細則、百慕達適用法律及 聯交所證券上市規則（「上市規則」）同意，謹此一般及無條件批准本公司董事於有關期間 （ ...

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立的有限公司） (Stock Code 股份代號: 84) Dear registered shareholder(s), Stelux Holdings International Limited (the "Company") –Notice of Publication of 2025 Annual Report, Circular and Proxy Form for the Annual General Meeting ("Current Corporate Communication") and Arrangement of Electronic Dissemination of Corporate Communications The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at http:/ ...

[Financial Summary](index=3&type=section&id=Financial%20Summary) The Group's financial performance for FY2025 saw a revenue decline and a shift to net loss, while shareholders' equity remained stable with no dividends distributed [Five-Year Financial Summary](index=3&type=section&id=Financial%20Summary) The company recorded HK$615 million in revenue for FY2025, a 19.9% year-on-year decrease, and a net loss of HK$107 million compared to a profit of HK$473 million in the prior year, with shareholders' equity remaining stable at approximately HK$913 million and no dividends paid Five-Year Financial Summary (As at March 31) | Indicator | 2021 | 2022 | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue (HK$ million)** | 706.3 | 692.5 | 805.5 | 767.6 | 615.2 | | **Net (Loss)/Profit for the Year (HK$ million)** | (81.6) | (106.5) | 51.1 | 473.3 | (106.8) | | **Total Assets (HK$ million)** | 1,357.8 | 1,182.0 | 1,063.1 | 1,428.6 | 1,426.1 | | **Shareholders' Equity (HK$ million)** | 487.5 | 378.1 | 424.1 | 906.6 | 913.2 | | **(Loss)/Earnings Per Share (HK$)** | (0.0783) | (0.102) | 0.0485 | 0.4521 | (0.1028) | | **Dividend (HK$)** | – | – | – | – | – | [Report of the Directors](index=4&type=section&id=Report%20of%20the%20Directors) This section details the Group's business operations, financial performance, board changes, and compliance with governance standards for the fiscal year [Business Review](index=4&type=section&id=Business%20Review) The Group's core business involves investment holding, watch retail under the "CITY CHAIN" brand, and watch wholesale across Hong Kong, Singapore, Malaysia, Macau, and Brunei, with a focus on cash flow, inventory management, stakeholder relationships, and regulatory compliance in a challenging market - The Group's core business is watch retail and wholesale, operating under the **"CITY CHAIN" brand**, with a network covering Hong Kong, Singapore, Malaysia, Macau, and Brunei[11](index=11&type=chunk)[17](index=17&type=chunk) - To navigate the challenging business environment, the Group adopted a **conservative inventory ordering strategy** and enhanced cash flow management to improve liquidity[23](index=23&type=chunk)[24](index=24&type=chunk) - The Group values its relationships with stakeholders, with some brand agency partnerships exceeding **20 years** and many distributor collaborations averaging over **25 years**[17](index=17&type=chunk)[19](index=19&type=chunk) [Results and Dividends](index=8&type=section&id=Results%20and%20Dividends) The Group's results for the year ended March 31, 2025, are presented in the consolidated income statement, with no interim or final dividends proposed and distributable reserves remaining consistent with the prior year - No interim dividend was paid for FY2025, and the Board does not recommend a final dividend, consistent with FY2024[44](index=44&type=chunk)[45](index=45&type=chunk)[53](index=53&type=chunk) - As of March 31, 2025, the company's distributable reserves amounted to **HK$32.737 million**, remaining unchanged from the same period in 2024[49](index=49&type=chunk)[57](index=57&type=chunk) [Directors and Interests](index=9&type=section&id=Directors%20and%20Interests) The reporting period saw changes in the Board of Directors, with Mr. Joseph C. C. Wong, Chairman and CEO, holding a significant stake, and no material interests of directors in major transactions beyond disclosed connected transactions - Board member changes: Jeff Ho Chi Kin and Honnus Cheung Ho Ling retired on August 20, 2024; Chan Cheuk Pan and Lai Chun Yu were appointed as independent non-executive directors on the same date[59](index=59&type=chunk)[63](index=63&type=chunk) Major Directors' Shareholdings (As at March 31, 2025) | Director Name | Capacity | Total Shares Held | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Joseph C. C. Wong | Chairman and CEO | 549,436,714 | 52.59% | [Purchase, Sale or Redemption of Listed Securities](index=19&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) In FY2025, the company repurchased 9,555,000 shares on the SEHK for approximately HK$839,000, with a portion cancelled and the remainder held as treasury shares by year-end - The company repurchased **9,555,000 shares** for approximately **HK$839,000** from August to September 2024[101](index=101&type=chunk)[106](index=106&type=chunk) - As of the fiscal year-end, **1,716,000** of the repurchased shares were cancelled, and **7,839,000** shares were held as treasury shares[102](index=102&type=chunk)[107](index=107&type=chunk) [Major Customers and Suppliers](index=20&type=section&id=Major%20Customers%20and%20Suppliers) The Group's procurement is highly concentrated, with the largest supplier accounting for 64% and the top five for 79% of total purchases, while sales are more dispersed, and an executive director holds a minor beneficial interest in one of the top five suppliers Major Customer and Supplier Proportions | Category | Proportion | | :--- | :--- | | **Procurement** | | | Largest Supplier | 64% | | Top Five Suppliers | 79% | | **Sales** | | | Largest Customer | 3% | | Top Five Customers | 7% | [Continuing Connected Transactions](index=21&type=section&id=Continuing%20Connected%20Transactions) The Group engaged in various continuing connected transactions in FY2025, primarily involving property leases and management services with related parties, all conducted on normal commercial terms and confirmed as fair and reasonable by independent oversight Overview of Major Continuing Connected Transactions (FY2025) | Transaction Nature | Connected Party | Actual Expense/(Income) (HK$ thousand) | Annual Cap (HK$ thousand) | | :--- | :--- | :--- | :--- | | Lease of properties and license for use | Mengiwa Property Investment Limited (MPIL) & Active Lights Company Limited (ALCL) | (7,882) | (8,100) | | Provision of management and property agency services | MPIL | 2,580 | 3,121.8 | | Lease of properties to Optical 88 Entities | Optical 88 Entities | 3,396 | 5,000 | - All continuing connected transactions were reviewed by independent non-executive directors and received an unqualified opinion from the company's auditor, confirming their fairness and compliance[118](index=118&type=chunk)[119](index=119&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the Group's financial performance, business segment results, future outlook, financial position, and human resources for the fiscal year [Overall Performance](index=29&type=section&id=Overall%20Performance) In FY2025, the Group's turnover decreased by 19.9% to HK$615 million, shifting from a profit of HK$473 million to a loss of HK$107 million, primarily due to the absence of prior year's one-off gains, with gross margin declining and inventory balance improving Key Financial Indicators for FY2025 | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | **Group Turnover** | HK$615.2 million | HK$767.6 million | | **(Loss)/Profit Attributable to Owners of the Company** | (HK$107.0) million | HK$473.2 million | | **(Loss) Excluding Special Items** | (HK$82.3) million | (HK$69.8) million | | **Gross Margin** | 45.7% | 50.2% | | **Period-end Inventory Balance** | HK$207.7 million | HK$226.3 million | - The shift from profit to loss was primarily due to a **HK$544.2 million gain** from the disposal of a subsidiary and a batch of watches in FY2024[165](index=165&type=chunk)[168](index=168&type=chunk) [Business Segment Analysis](index=30&type=section&id=Business%20Segment%20Analysis) The core retail business, "CITY CHAIN" Group, experienced a decline in turnover and recorded a loss before interest and tax, driven by weak retail markets in Greater China and the termination of mainland retail operations, while Southeast Asia's loss narrowed and the supply chain management segment saw reduced turnover and profit [CITY CHAIN Group](index=30&type=section&id=CITY%20CHAIN%20Group) The "CITY CHAIN" Group's turnover in FY2025 decreased by 24.0% to HK$413 million, resulting in a loss before interest and tax of HK$65.7 million, primarily due to the weak retail environment in Greater China CITY CHAIN Group Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | **Turnover** | HK$413.0 million | HK$543.0 million | | **Loss Before Interest and Tax (LBIT)** | (HK$65.7) million | (HK$2.6) million | - The Group operates approximately **80 "CITY CHAIN" and "Solvil et Titus" brand stores** and online shops across Hong Kong, Macau, Singapore, Thailand, and Malaysia[173](index=173&type=chunk) [Greater China](index=31&type=section&id=Greater%20China) Greater China's turnover declined by 29.7% to HK$226 million, resulting in a loss before interest and tax of HK$57.5 million due to a weak retail climate, changing tourist spending, and a strong HKD, leading to the termination of mainland retail operations, though Hong Kong's online business achieved profitability - Greater China turnover decreased by **29.7%** to **HK$225.9 million**, recording an LBIT of **HK$57.5 million** (compared to a profit of HK$8 million last year)[179](index=179&type=chunk)[180](index=180&type=chunk) - As a strategic move, the Group decided to terminate its retail operations in mainland China, which accounted for **2.7%** of the Group's FY2025 revenue[179](index=179&type=chunk) - Hong Kong's online business achieved profitability through successful IP product launches, and the Group will continue to invest in e-commerce[181](index=181&type=chunk)[183](index=183&type=chunk) [Southeast Asia](index=32&type=section&id=Southeast%20Asia) Southeast Asia's turnover decreased by 15.5% to HK$187 million, but its loss before interest and tax narrowed from HK$10.6 million to HK$8.2 million due to the closure of unprofitable stores, while its e-commerce business remained profitable - Southeast Asia turnover decreased by **15.5%** to **HK$187.1 million**, but LBIT reduced from **HK$10.6 million** to **HK$8.2 million**, primarily due to closing unprofitable stores[185](index=185&type=chunk) - The e-commerce business in Southeast Asia remained profitable, benefiting from continuous investment in e-commerce platforms[186](index=186&type=chunk) [Supply Chain Management and Wholesale Trading](index=32&type=section&id=Supply%20Chain%20Management%20and%20Wholesale%20Trading) This segment's turnover decreased by 9.9% to HK$202 million, and its earnings before interest and tax (EBIT) fell by 18.0% to HK$22.3 million, with plans to enhance sales to retailers through marketing and service support Supply Chain and Wholesale Trading Segment Performance | Indicator | 2025 Fiscal Year | 2024 Fiscal Year | | :--- | :--- | :--- | | **Turnover** | HK$202.2 million | HK$224.5 million | | **Earnings Before Interest and Tax (EBIT)** | HK$22.3 million | HK$27.2 million | [Group Outlook](index=32&type=section&id=Group%20Outlook) Facing a challenging retail market with evolving customer behavior, the Group plans to enrich its product portfolio, optimize marketing strategies, invest more in its own watch brands for long-term gross margin growth, and explore new market opportunities in regions like the "Belt and Road" countries - The Group will increase resource allocation to its own brands (**Solvil et Titus, CYMA, Pronto, Delvina, Ellesse**) to enhance long-term gross margin and market competitiveness[192](index=192&type=chunk)[195](index=195&type=chunk) - To adapt to evolving global markets, the Group is exploring new business opportunities, particularly in **"Belt and Road" countries**, to expand the influence of its own brands[192](index=192&type=chunk)[195](index=195&type=chunk) [Finance](index=33&type=section&id=Finance) As of March 31, 2025, the Group maintained a sound financial position with stable shareholders' equity, a slight decrease in net debt and gearing ratio, and a current ratio of 1.04, with properties pledged for bank financing and a revaluation loss on investment properties Financial Position Summary (As at March 31) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | **Group Gearing Ratio** | 17.4% | 18.3% | | **Shareholders' Equity** | HK$913.2 million | HK$906.6 million | | **Net Debt** | HK$158.6 million | HK$166.3 million | | **Bank Loans** | HK$241.9 million | HK$234.0 million | | **Bank Balances and Cash** | HK$83.3 million | HK$67.7 million | | **Current Ratio** | 1.04 | 1.06 | - Properties, plant and equipment, and investment properties valued at **HK$516.4 million** are pledged to secure bank facilities[200](index=200&type=chunk) - Investment properties were revalued by independent valuers, resulting in a revaluation loss of **HK$24.7 million** for the year[200](index=200&type=chunk)[204](index=204&type=chunk) [Human Resources](index=35&type=section&id=Human%20Resources) As of March 31, 2025, the Group's workforce decreased to approximately 645 employees, with total staff costs slightly lower than the previous year, and the Group continues to review remuneration policies and provide KPI-linked bonuses Employee Data | Indicator | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | **Total Employees** | Approx. 645 | Approx. 825 | | **Total Annual Staff Costs** | HK$181.9 million | HK$183.9 million | [Independent Auditor's Report](index=36&type=section&id=Independent%20Auditor%27s%20Report) This section presents the auditor's opinion on the Group's financial statements and highlights key audit matters that required significant judgment and estimation [Opinion](index=36&type=section&id=Opinion) RSM Hong Kong believes the consolidated financial statements fairly present the Group's financial position as of March 31, 2025, and its financial performance and cash flows for the year, prepared in compliance with the Hong Kong Companies Ordinance - The auditor issued a standard **unqualified opinion** on the company's consolidated financial statements for FY2025[212](index=212&type=chunk) [Key Audit Matters](index=37&type=section&id=Key%20Audit%20Matters) The auditor identified three key audit matters that required significant management judgment and estimates: the net realizable value of inventories, the impairment assessment of property, plant and equipment and right-of-use assets, and the assessment of the Group's going concern ability - **Net Realizable Value of Inventories**: This is a key audit matter due to the significant inventory amount and judgment involved in determining provisions; the auditor assessed the Group's inventory provisioning policy, tested the accuracy of inventory aging reports, and evaluated the reasonableness of management's assumptions[217](index=217&type=chunk) - **Impairment Assessment of Assets**: Impairment assessment of property, plant and equipment and right-of-use assets involves significant judgment; the auditor evaluated management's process for identifying impairment indicators and challenged key assumptions (e.g., growth rates, budgeted sales) in management's cash flow forecasts[218](index=218&type=chunk)[219](index=219&type=chunk) - **Going Concern Assessment**: Significant doubt exists regarding going concern due to substantial bank loans repayable on demand and relatively low cash levels; the auditor assessed management's cash flow forecasts, the availability of unutilized bank facilities, and identified potential mitigating measures[219](index=219&type=chunk)[220](index=220&type=chunk) [Consolidated Financial Statements](index=46&type=section&id=Consolidated%20Financial%20Statements) This section provides an overview of the Group's consolidated income statement, balance sheet, and cash flow statement, reflecting its financial performance and position for the fiscal year [Consolidated Income Statement](index=46&type=section&id=Consolidated%20Income%20Statement) For the year ended March 31, 2025, the Group's revenue decreased by 19.9% to HK$615 million, resulting in a net loss of HK$107 million compared to a net profit of HK$473 million in the prior year, primarily due to the absence of a significant disposal gain, leading to a basic loss per share of 10.28 HK cents Consolidated Income Statement Summary (For the year ended March 31) | Item (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Revenue** | 615,215 | 767,561 | | **Gross Profit** | 280,856 | 385,673 | | **(Loss)/Profit Before Tax** | (103,149) | 481,706 | | **(Loss)/Profit for the Year** | (106,788) | 473,325 | | **(Loss)/Profit Attributable to Owners of the Company** | (106,999) | 473,151 | | **Basic (Loss)/Earnings Per Share (HK cents)** | (10.28) | 45.21 | [Consolidated Balance Sheet](index=47&type=section&id=Consolidated%20Balance%20Sheet) As of March 31, 2025, the Group's total assets remained largely stable at HK$1.426 billion, with a slight decrease in total liabilities to HK$507 million and a modest increase in shareholders' equity to HK$913 million, driven by an increase in non-current assets and a decrease in current assets Consolidated Balance Sheet Summary (As at March 31) | Item (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Total Assets** | **1,426,127** | **1,428,625** | | Non-current Assets | 980,270 | 965,846 | | Current Assets | 445,857 | 462,779 | | **Total Liabilities** | **506,696** | **516,340** | | Non-current Liabilities | 76,387 | 78,641 | | Current Liabilities | 430,309 | 437,699 | | **Total Equity** | **919,431** | **912,285** | | Shareholders' Equity | 913,229 | 906,580 | [Consolidated Statement of Cash Flows](index=50&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) In FY2025, the Group generated HK$24.79 million in net cash from operating activities, a significant improvement from the prior year's outflow, with net cash from investing activities of HK$54.57 million and net cash used in financing activities of HK$61.75 million, resulting in an increase in year-end cash and cash equivalents to HK$83.34 million Consolidated Statement of Cash Flows Summary (For the year ended March 31) | Item (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash From Operating Activities** | 24,793 | (593) | | **Net Cash From Investing Activities** | 54,570 | 147,249 | | **Net Cash Used In Financing Activities** | (61,754) | (174,104) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | 17,609 | (27,448) | | **Cash and Cash Equivalents at Beginning of Year** | 67,711 | 85,426 | | **Cash and Cash Equivalents at End of Year** | 83,339 | 67,711 | [Notes to the Consolidated Financial Statements](index=52&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, including the basis of preparation, revenue and segment information, and inventory details [Note 2. Basis of Preparation (Going Concern)](index=52&type=section&id=Note%202.%20Basis%20of%20Preparation) The financial statements are prepared on a going concern basis, despite significant doubt arising from HK$242 million in bank loans repayable on demand versus HK$83.34 million in cash, as the Board believes the Group has sufficient working capital due to good bank relationships, unutilized facilities, and cost controls - As of March 31, 2025, the Group had approximately **HK$242 million** in bank loans repayable on demand, while cash and cash equivalents were only **HK$83.34 million**, which could raise significant doubt about its ability to continue as a going concern[263](index=263&type=chunk)[267](index=267&type=chunk) - Management believes the Group can continue as a going concern based on good relationships with banks, unutilized bank facilities (approximately **HK$89.02 million**), and cost control measures[265](index=265&type=chunk)[268](index=268&type=chunk) [Note 8. Revenue and Segment Information](index=112&type=section&id=Note%208.%20Revenue%20and%20Segment%20Information) In FY2025, the Group's total revenue was HK$615 million, with watch retail contributing HK$413 million (Greater China HK$226 million, other Asia HK$187 million) and watch wholesale contributing HK$202 million, showing Greater China as the largest market but with a segment loss, while other Asia remained profitable External Sales Revenue by Business Segment (FY2025) | Business Segment | Revenue (HK$ thousand) | | :--- | :--- | | **Watch Retail - Greater China** | 225,887 | | **Watch Retail - Other Asia** | 187,119 | | **Watch Wholesale Business** | 202,209 | | **Total** | **615,215** | Revenue and Segment Results by Geographical Region | Region | Revenue (HK$ thousand) - 2025 | Segment Results (HK$ thousand) - 2025 | Revenue (HK$ thousand) - 2024 | Segment Results (HK$ thousand) - 2024 | | :--- | :--- | :--- | :--- | :--- | | **Hong Kong, Macau and Mainland China** | 309,403 | (46,199) | 423,092 | 21,992 | | **Other Asia** | 303,857 | 7,333 | 343,670 | 1,877 | | **Europe** | 1,955 | (4,574) | 799 | 786 | [Note 23. Inventories](index=140&type=section&id=Note%2323.%20Inventories) As of March 31, 2025, the Group's net inventory decreased by 8.2% to HK$208 million, with a gross value of HK$428 million and a provision of HK$220 million, and a HK$25.64 million provision reversal due to increased consumption of previously provided inventory Inventory Composition (As at March 31) | Item (HK$ thousand) | 2025 | 2024 | | :--- | :--- | :--- | | Raw Materials | 138,335 | 169,350 | | Work-in-progress | 20,560 | 8,655 | | Finished Goods | 269,033 | 307,596 | | **Total** | **427,928** | **485,601** | | Less: Inventory provision | (220,274) | (259,350) | | **Net Value** | **207,654** | **226,251** | [Environmental, Social and Governance Report](index=170&type=section&id=Environmental%2C%20Social%20and%20Governance%20Report) This report outlines the Group's commitment to sustainability, covering its climate resilience strategies, employment practices, and responsible supply chain management [Climate Resilience and Adaptation](index=185&type=section&id=Climate%20Resilience%20and%20Adaptation) The Group is dedicated to addressing climate change, enhancing disclosures in line with IFRS S2, identifying physical and transition risks, and setting 2029 ESG targets for reducing greenhouse gas emissions, waste, and energy consumption, despite increases in GHG and energy density this fiscal year due to business operations 2029 ESG Targets and FY2024/2025 Progress | Focus Area | 2029 Target (vs. FY2023/2024 baseline) | FY2024/2025 Progress | | :--- | :--- | :--- | | **Greenhouse Gas Emissions** | Reduce GHG emission density by 2% | Emission density increased by 12% due to business operations | | **Waste** | Reduce non-hazardous waste density by 2% | Waste density decreased by 3% through enhanced recycling and sustainable packaging | | **Energy** | Reduce energy consumption density by 2% | Energy consumption density increased by 14% due to increased production to meet market demand | [Employment and Labour Practices](index=196&type=section&id=Employment%20and%20Labour%20Practices) The Group values its employees, fostering a fair, diverse, and inclusive work environment, with 645 employees (61% female) as of March 31, 2025, a total turnover rate of 39%, a strong focus on health and safety, and continuous training and development opportunities - As of March 31, 2025, total employees were **645**, with **393 females (61%)** and **252 males (39%)**[941](index=941&type=chunk)[942](index=942&type=chunk) - During the reporting period, the Group's total employee turnover rate was **39%**; by region, Greater China's turnover rate was **40%**, and Southeast Asia's was **38%**[951](index=951&type=chunk)[954](index=954&type=chunk) - During the reporting period, **65%** of employees received training, with an average of **4.3 hours** per person[966](index=966&type=chunk) [Supply Chain Management](index=202&type=section&id=Supply%20Chain%20Management) The Group is committed to partnering with suppliers who uphold fair, honest, and responsible values, conducting rigorous evaluations covering compliance, factory conditions, environmental practices, and employee welfare, with 58 suppliers (32 in Greater China), prioritizing local and eco-friendly options, and enforcing ethical standards against child or forced labor Number of Suppliers by Region (FY2025) | Region | Number of Suppliers | | :--- | :--- | | Greater China | 32 | | Other Asia | 18 | | Other | 8 | | **Total** | **58** | [Corporate Governance Report](index=210&type=section&id=Corporate%20Governance%20Report) This report details the Group's corporate governance framework, including the composition and responsibilities of the Board of Directors and its committees, as well as the risk management and internal control systems [Board of Directors](index=211&type=section&id=Board%20of%20Directors) The Board, comprising three executive and three independent non-executive directors, is responsible for leading and monitoring the Group, with the Chairman and CEO roles combined in Mr. Joseph C. C. Wong to ensure leadership consistency and strategic planning, and held five meetings this fiscal year to review key matters - The company deviates from the Corporate Governance Code's requirement for separation of Chairman and CEO roles, with **Mr. Joseph C. C. Wong** holding both positions; the Board believes this promotes leadership continuity and strategic planning[1022](index=1022&type=chunk)[1025](index=1025&type=chunk) - The company's articles of association stipulate that one-third of the longest-serving directors (excluding Chairman/CEO and Vice Chairman) must retire by rotation at the AGM, which differs from the Corporate Governance Code's recommendation for all directors to retire by rotation every three years[1028](index=1028&type=chunk)[1030](index=1030&type=chunk) [Board Committees](index=220&type=section&id=Board%20Committees) The Board has established four committees—Audit, Remuneration, Nomination, and Corporate Governance—to assist in fulfilling its responsibilities, overseeing external auditors, financial reporting, internal controls, executive remuneration, board structure, and governance practices - The Audit Committee held **three meetings** this fiscal year, reviewing financial statements, the effectiveness of internal control systems, and continuing connected transactions[1074](index=1074&type=chunk) - The Remuneration Committee's terms of reference do not include reviewing and determining the remuneration of senior management, as the company believes this responsibility is more appropriately handled by the executive directors[1080](index=1080&type=chunk) [Risk Management and Internal Control](index=225&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds overall responsibility for the Group's risk management and internal control systems, which are designed to manage and minimize operational failure risks through a four-step process and a clear governance framework, and were deemed adequate and effective after an annual review for the year ended March 31, 2025 - The Group has established a multi-layered risk management framework, including the Board, Audit Committee, Risk Steering Committee, business units, and internal audit, to ensure effective risk identification, assessment, and response[1106](index=1106&type=chunk)[1108](index=1108&type=chunk)[1111](index=1111&type=chunk) - The Board conducted an annual review of the risk management and internal control systems for FY2025 on April 24, 2025, concluding that the systems are adequate and effective[1130](index=1130&type=chunk)[1135](index=1135&type=chunk)

此乃要件 請即處理 閣下如對本通函任何內容或應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊 證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出名下所有寶光實業（國際）有限公司*股份，應立即將本通函連同隨附之代表委 任表格交予買主或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主。 香港交易及結算所有限公司及香港聯合交易所有限公司對本文件之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本文件全部或任何部分內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 http://www.stelux.com 於百慕達註冊成立的有限公司 股份代號：84 購回股份及 發行新股份之一般授權， 重選董事， 建議修訂細則， 採納新細則 及 股東週年大會通告 寶光實業（國際）有限公司*謹訂於2025年8月19日（星期二）下午3時正在香港九龍新蒲崗太子 道東698號寶光商業中心2樓206室舉行股東週年大會（「股東週年大會」），大會通告載於本通 函第104至108頁。無論 閣下能否出席股東週年大會，務請盡快按隨附之代表委任表格上 印備之指示將表格填妥，並無論如何須於股東週 ...

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立的有限公司） (Stock Code 股份代號: 84) Dear non-registered shareholder(s), 18 July 2025 Stelux Holdings International Limited (the "Company") –Notice of Publication of 2025 Annual Report and Circular for the Annual General Meeting ("Current Corporate Communication") and Arrangement of Electronic Dissemination of Corporate Communications The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at h ...

Financial Performance - Total revenue for the year ended March 31, 2025, was HKD 615,215,000, a decrease of 19.8% from HKD 767,561,000 in 2024[3] - Gross profit for the same period was HKD 280,856,000, down 27.2% from HKD 385,673,000 in 2024[3] - The company reported a loss before tax of HKD 103,149,000 compared to a profit of HKD 481,706,000 in the previous year[3] - Net loss for the year was HKD 106,788,000, a significant decline from a profit of HKD 473,325,000 in 2024[3] - Basic and diluted loss per share was HKD 10.28, compared to earnings of HKD 45.21 per share in the previous year[4] - The group reported a total loss before tax of HKD 103,149,000 for the year, with an annual loss of HKD 106,788,000 after tax expenses of HKD 3,639,000[17] - The group reported a revenue of HK$615.2 million for the fiscal year 2024/25, a decrease of 15.4% compared to HK$767.6 million in 2023/24[35] - The group incurred a loss attributable to equity holders of HK$107.0 million in 2024/25, compared to a profit of HK$473.2 million in the previous fiscal year[35] - The gross profit margin decreased to 45.7% in 2024/25 from 50.2% in 2023/24, reflecting a decline of 4.5%[35] Assets and Liabilities - Total assets as of March 31, 2025, were HKD 1,426,127,000, slightly down from HKD 1,428,625,000 in 2024[5] - The total segment assets as of March 31, 2025, were HKD 1,428,625,000, slightly up from HKD 1,426,127,000 in 2024[20] - The company has bank loans totaling HKD 241,890,000, with HKD 81,515,000 due within the next twelve months[8] - Non-current liabilities decreased to HKD 76,387,000 from HKD 78,641,000 in 2024[6] - The group's borrowing ratio is 17.4% as of March 31, 2025, down from 18.3% on March 31, 2024[48] - The group's net debt is HK$158.6 million, a decrease from HK$166.3 million on March 31, 2024[48] - Current assets and current liabilities are approximately HK$445.9 million and HK$430.3 million, respectively, resulting in a current ratio of about 1.04[48] Revenue by Segment - Total revenue for the watch retail segment in Hong Kong, Macau, and mainland China reached HKD 225,887,000, while the revenue for the rest of Asia was HKD 187,119,000, contributing to a total revenue of HKD 755,985,000 across all segments[17] - The "Time Corridor" group's revenue was HK$413.0 million in 2024/25, down 17.8% from HK$543.0 million in 2023/24[38] - The Greater China segment's revenue was HK$225.9 million in 2024/25, a decrease of 19.7% from HK$321.5 million in 2023/24[39] - The Southeast Asia segment's revenue decreased by 15.5% to HK$187.1 million in 2024/25 from HK$221.5 million in 2023/24[43] - The supply chain and wholesale trade segment's revenue fell by 9.9% to HK$202.2 million in 2024/25, down from HK$224.5 million in 2023/24[44] Expenses and Costs - The company incurred a total cost of goods sold of HKD 381,888,000 for the year ending March 31, 2025, compared to HKD 334,359,000 in 2024[20] - Employee benefit expenses for 2025 amounted to HKD 183,893,000, an increase from HKD 181,857,000 in 2024[20] - The group’s administrative net expenses totaled HKD 38,636,000, contributing to the overall financial performance[17] - The group’s financial costs amounted to HKD 22,666,000, affecting the overall profitability[17] Dividends and Shareholder Information - The company did not declare any dividends for the fiscal year ending March 31, 2025, consistent with 2024[29] - The group did not recommend a final dividend for the year ending March 31, 2025, consistent with the previous fiscal year[36] - Shareholders' equity amounts to HK$919.4 million as of March 31, 2025[49] Future Plans and Strategies - The company plans to close underperforming retail stores and implement cost control measures to improve liquidity[8] - The group plans to enhance its own watch brand development to drive gross profit growth and strengthen competitiveness in the Greater China and Southeast Asia markets[46] - The group is exploring opportunities in new regions, particularly in Belt and Road countries, to increase brand awareness[46] - The group has no significant investment or capital asset transformation plans as of March 31, 2025[52] Compliance and Governance - The company has adopted the code of conduct for directors' securities trading as per Appendix C3 of the listing rules, ensuring compliance without any violations during the reporting period[62] - The audit committee consists of three independent non-executive directors, who have reviewed the accounting principles and discussed risk management and internal controls with senior management and external auditors[63] - The company will publish its 2025 annual report at an appropriate time, which will be sent to shareholders and uploaded to the company's website[64] Accounting Standards - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from April 1, 2024, which will impact the classification of current and non-current liabilities[12] - The new accounting policy did not result in changes to the classification of the group's borrowings, and no retrospective adjustments were made[11] - The group anticipates that the adoption of the new standards will not have a significant impact on the financial statements for the current or future periods[11] - The group is currently evaluating the impact of the new Hong Kong Financial Reporting Standard No. 18 on the presentation and disclosure of financial statements[15]

(1) 黃創增先生已退任本公司提名委員會主席； (2) 黃瑞欣先生已由成員調任為本公司提名委員會主席；及 (3) 廖晶薇女士已獲委任為本公司提名委員會成員。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任 何責任。 於百慕達註冊成立之有限公司 網址：http://www.stelux.com 股份編號：84 提名委員會的組成變更 寶光實業(國際)有限公司 (「本公司」) 董事會 (「董事會」) 宣佈以下變動於2025年6月24日 起生效： 香港，2025年6月24日 於本公告日期，本公司董事如下： 行政董事： Chumphol Kanjanapas (又名黃創增) (主席及行政總裁)、Suriyan Joshua Kanjanapas (又名黃瑞欣) (副主席) 及廖晶薇 (首席財務總裁) 獨立非行政董事： 黎啟明、陳焯彬及黎振宇 *僅供參考 承董事會命 廖晶薇 公司秘書 ...

獨立非行政董事 陳焯彬 黎啟明 黎振宇 董事會設立 4 個委員會。下表提供各董事會成員在這些委員會中所擔任的職位。 於百慕達註冊成立之有限公司 網址 : http:// www.stelux.com 股份編號: 84 經修訂董事名單與其角色和職能 寶光實業(國際)有限公司董事會（「董事會」）成員載列如下。 行政董事 Chumphol Kanjanapas (又名黃創增) (主席及行政總裁) Suriyan Joshua Kanjanapas (又名黃瑞欣）(副主席) 廖晶薇(首席財務總裁) 2025 年 6 月 24 日 *僅供識別 1 | | 審核 | 薪酬 | 提名 | 企業管治 | | --- | --- | --- | --- | --- | | | 委員會 | 委員會 | 委員會 | 委員會 | | Chumphol Kanjanapas (又名黃創增) | - | M | - | - | | Suriyan Kanjanapas (又名黃瑞欣) | - | - | C | - | | 廖晶薇 | - | - | M | C | | 陳焯彬 | C | M | M | M | | 黎啟明 | M | ...

寶光實業（國際）有限公司 （「本公司」） 提名委員會職權範圍 本公司的提名委員會（「委員會」）於二零一二年三月二十一日成立。 會議次數及程序 1. 委員會每年須至少會面一次。如委員會工作需要時須召開額外會議。 職權 責任、權力及職能 成員 1. 委員會須包括本公司大多數獨立非執行董事，以及至少一名不同性別的董 事。 法定人數 1. 會議的法定人數須為委員會三名成員。 2. 委員會主席須為本公司董事會主席或獨立非執行董事。 3. 本公司的公司秘書須為委員會秘書。 1. 委員會獲董事會授權可於必要時徵詢獨立專業意見。 2. 委員會應獲得足夠資源以履行其職責。 1. 委員會： (a) 至少每年檢討董事會的架構、人數及組成 (包括技能、知識及經驗方面)、 協助董事會編制董事會技能表 並就任何為配合本公司的企業策略而擬對 董事會作出變動提出建議； (b) 物色具備合適資格可擔任本公司董事會成員的人士，並挑選提名有關人士 出任董事或就此向董事會提供建議； (c) 評核獨立非執行董事的獨立性； (d) 就董事委任或重新委任以及董事 (尤其是主席及行政總裁)繼任計劃等有 關事宜向董事會提出建議;及 1 (e) 支援發行人定期 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 於百慕達註冊成立的有限公司 網址：http://www.stelux.com 股份編號：84 建議修訂現有細則及採納新細則 本公司董事會（「董事會」）建議透過採納經修訂及重列之本公司細則（「新細則」）修訂本公司之現有細 則（「細則」），以(i)允許本公司召開混合或電子股東大會及本公司股東（「股東」）以電子方式進行投票； (ii)作出其他修訂，以反映有關百慕達適用法律及上市規則的若干更新，包括但不限於以電子方式發 佈公司通訊；及(iii)作出其他必要的內務管理修訂（總稱「建議修訂」）。 新細則將被採納，以取代及摒除現有細則，惟須待股東於本公司股東大會上以特別決議案方式批准 後，方可作實。 董事會將於本公司應屆股東週年大會上提呈新細則供股東審議。一份載有（其中包括）透過採納新細 則對現有細則作出建議修訂詳情的通函，連同股東週年大會通告及相關代表委任表格，將適時寄發 予股東（如適用），並於聯交所網站(http ...