INTERNATIONAL BUSINESS SETTLEMENT HOLDINGS LIMITED 國際商業結算控股有限公 司 （股份代號：00147） NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, 28 July 2025 International Business Settlement Holdings Limited (the "Company") – Notification of publication of Annual Report, Circular dated 28 July 2025 and Proxy Form (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.147hk.com and the website of The Sto ...

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佈之內容概不負責，對其準確性或完整性亦不發 表任何聲明，且表明不會就因本公佈全部或任何部份內容或因倚賴該等內容而引致之任何損失承擔任何責任。 INTERNATIONAL BUSINESS SETTLEMENT HOLDINGS LIMITED 國際商業結算控股有限公 司 茲通告國際商業結算控股有限公司（「本公司」）謹訂於二零二五年九月十五日（星期一）上午 十一時正（或倘於該日上午八時正黑色暴雨警告訊號或八號或以上熱帶氣旋警告訊號在香港 生效，則於二零二五年九月十六日（星期二）在同一時間及地點舉行）於香港銅鑼灣告士打道 255-257號信和廣場31樓3103室舉行股東週年大會，討論下列事項： 普通事項 1 1. 省覽並採納本公司截至二零二五年三月三十一日止年度之經審核綜合財務報表、董事會 報告及本公司獨立核數師報告； 2. (a) 重選陳少達先生為本公司執行董事； (b) 重選葉勇先生為本公司獨立非執行董事；及 (c) 授權本公司董事會釐定董事之酬金； 3. 續聘容誠（香港）會計師事務所有限公司（前稱為先機會計師行有限公司）為本公司之獨立 核數師及授權本公司 ...

閣下如將名下之國際商業結算控股有限公司股份全部售出或轉讓，應立即將本通函 送交買主或經手買賣之銀行、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通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，且表明不會就因本通函全部或任何部份內 容或因倚賴該等內容而引致之任何損失承擔任何責任。 此乃要件 請即處理 閣下如對本通函之任何內容或應採取之行動有任何疑問，應諮詢股票經紀或其他註 冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 INTERNATIONAL BUSINESS SETTLEMENT HOLDINGS LIMITED 國際商業結算控股有限公 司 （於百慕達註冊成立之有限公司） （股份代號：00147） (1)建議發行及購回股份之一般授權 (2)建議重選董事 (3)暫停辦理股份過戶登記手續 及 (4)股東週年大會通告 國際商業結算控股有限公司（「本公司」）謹訂於二零二五年九月十五日（星期一）上午 十一時正（或倘於該日上午八時正黑色暴雨警告訊號或八號或以上熱帶氣旋警告訊 號在香港仍然生效，則於二零二五年九月十六日（星期二）在同一時間及地點舉行）於 ...

Financial Performance - The Group's revenue for the year ended March 31, 2025, was approximately HK$186,195,000, an increase of 7.3% from HK$173,689,000 in 2024[10] - The Group recorded a gross loss of approximately HK$31,231,000 for the current year, compared to a gross profit of HK$36,516,000 in the previous year, resulting in a gross profit margin of -16.8%[11] - The total loss for the year was approximately HK$387,351,000, significantly higher than the loss of HK$61,327,000 in 2024, primarily due to impairment losses on trade receivables and property assets[13] - The basic and diluted loss per share increased to approximately HK$1.13 for the current year, compared to HK$0.25 in 2024[14] - The leasing and trading of computer equipment generated revenue of HK$106,862,000, down from HK$131,430,000 in 2024, indicating a decline in this segment[10] - The sales of properties increased to HK$78,233,000 from HK$42,259,000 in the previous year, reflecting growth in this area[10] - The Group's new property management segment contributed HK$1,100,000 in revenue for the year[10] Impairment and Asset Management - Impairment losses included HK$146,063,000 on trade receivables and HK$31,268,000 on computer equipment held for leasing, highlighting challenges in asset management[13] - The net asset value per share decreased to HK$0.83 from HK$2.84 in 2024, indicating a decline in the company's overall asset value[9] - An impairment loss of HK$51,851,000 was recognized for properties held for sale as the net realizable value is lower than the carrying amount[28] - The company recorded a loss of approximately HK$130,114,000 for the year, primarily due to impairment losses of HK$39,332,000 on construction in progress and HK$51,851,000 on properties held for sale[30] - An impairment loss of HK$39,332,000 was recognized for the hotel building due to unfavorable conditions in the PRC real estate market, with no revenue generated until the hotel commences operations[32] Property Development - Liuzhou Zhenghe's mixed-use complex project, Zhenghe City, has completed construction for both phases, with a total gross floor area of approximately 998,000 square meters[16] - Total saleable area under development and completed properties is approximately 998,000 sq.m, with 279,000 sq.m remaining unsold as of March 31, 2025[20] - In Phase I, the construction works for Zones A, B, and C are completed, with approximately 120,000 sq.m unsold, including 12,000 sq.m in the farmers market and 10,000 sq.m in retail outlets and car parking spaces[23] - In Phase II, construction of villas in Zone D1 is completed, with remaining saleable area of approximately 44,000 sq.m in car parking spaces and retail shops[24] - The hotel building in Zone E has substantial construction completed, with a pre-sale permit granted and expected completion certificate in 2025; approximately 31,000 sq.m recorded in property, plant, and equipment[25] Financial Position and Ratios - The total assets of the Group were approximately HK$1,545,770,000 as of March 31, 2025, a decrease from HK$1,966,165,000 in the previous year[84] - The Group's current ratio fell to 0.85 as of March 31, 2025, down from 1.03 in the previous year[86] - The gearing ratio increased to 3.45 as of March 31, 2025, compared to 1.03 in the previous year, indicating higher financial leverage[86] - The total equity of the Group as of 31 March 2025 is approximately HK$169,395,000, with 20,319,072,320 ordinary shares issued[99] Borrowings and Capital Management - The total borrowing of the Group was approximately HK$583,904,000 as of March 31, 2025, all due within one year[86] - Secured borrowings were approximately HK$124,521,000 with a fixed interest rate of 6.5%, while unsecured borrowings totaled approximately HK$406,517,000 with rates ranging from 3% to 18%[88] - The Group raised approximately HK$1,587,200,000 from the placement of 1,280,000,000 new ordinary shares at HK$1.25 per share in December 2016, with unutilized proceeds of approximately HK$201,200,000 as of March 31, 2025[90] Operational Challenges - The market price of Filecoin has been declining, leading customers to request extensions on their outstanding rent payments[45] - The company accepted extension requests from customers due to a previously healthy payment record, with no impairment provisions made in the 2023/2024 annual report[46] - The segment loss for the year was HK$227,471,000, a significant increase from a profit of HK$26,633,000 in 2024, primarily due to a decrease in revenue and impairment losses[63] - The provision for impairment loss on rental receivables amounted to HK$146,063,000, reflecting the company's assessment of credit risk[63] Governance and Compliance - The Company has complied with the Corporate Governance Code (CG Code) for the year ended 31 March 2025, except for the deviation regarding the roles of Chairman and CEO not being filled[145] - The Company did not officially appoint a Chairman or CEO during the year, with responsibilities handled collectively by executive Directors[145] - The Board composition includes a mix of executive, non-executive, and independent non-executive Directors, ensuring a balanced and diverse governance structure[152] - The Company has established written guidelines for employees likely to possess unpublished inside information, with no incidents of non-compliance noted[174] Employee and Social Responsibility - As of 31 March 2025, the Group employed approximately 103 employees, an increase from 73 in the previous year, with annual salary reviews based on performance[107] - The Company is committed to equality of opportunity and does not discriminate based on various factors including race, gender, and age[165] - The Group encourages environmental protection and complies with environmental legislation, promoting awareness among employees[120]

Group 1: Company Overview - International Business Settlement Holdings Limited (IBS) aims to become a leading global fintech company, leveraging technologies like distributed networks and blockchain to develop the next-generation global clearing and settlement network [2] - IBS connects with real-time clearing systems of various central banks, providing a fast, efficient, and low-cost financial highway for cross-border transactions [2] - The company focuses on building a multi-currency, international, and distributed global clearing platform, facilitating point-to-point, 24/7, multi-currency real-time fund clearing and settlement for global trade enterprises and individuals [2] Group 2: Financial Performance - As of March 31, 2025, IBS reported total revenue of 172 million yuan, a year-on-year increase of 7.2%, while the net profit attributable to shareholders was -211 million yuan, a decrease of 283.37% [1] - The gross profit margin stood at -16.77%, and the debt-to-asset ratio was 89.04% [1] Group 3: Market Performance - As of July 17, the stock price of IBS closed at 0.151 HKD per share, marking a 21.77% increase with a trading volume of 42.115 million shares and a turnover of 5.8275 million HKD [1] - Over the past month, IBS has seen a cumulative increase of 138.46%, and a year-to-date increase of 40.91%, outperforming the Hang Seng Index by 22.22% [1] Group 4: Industry Valuation - The average price-to-earnings (P/E) ratio for the real estate industry is 10.11 times, while IBS has a P/E ratio of -11.01 times, ranking 111th in the industry [1] - Comparatively, other companies in the sector have P/E ratios such as 0.68 times for Bestway Global Holdings, 1.71 times for Hengda Group Holdings, and 2.27 times for China New City [1]

Company Overview - International Business Settlement (IBS) aims to become a leading global fintech company, leveraging distributed networks and blockchain technology to establish a next-generation global clearing and settlement network [4] - The company focuses on providing a fast, efficient, and low-cost financial highway for cross-border trade, connecting with real-time clearing systems of various central banks [4] Financial Performance - As of March 31, 2025, IBS reported total revenue of 172 million yuan, a year-on-year increase of 7.2%, while the net profit attributable to shareholders was -211 million yuan, a significant decrease of 283.37% [2] - The gross profit margin stood at -16.77%, and the debt-to-asset ratio was 89.04% [2] Market Position - IBS's price-to-earnings (P/E) ratio is -5.06, ranking 126th in its industry, which has an average P/E ratio of 10.06 [3] - The company has not received any investment rating suggestions from institutions [3] Industry Context - The fintech sector is experiencing significant transformation and development opportunities globally, with IBS positioning itself to capitalize on these trends [4] - IBS aims to build core financial infrastructure for sovereign nations and promote next-generation global clearing standards, enhancing connectivity across regions such as Europe, Central Asia, South Asia, Southeast Asia, the Middle East, and Africa [4]

Group 1 - The stock of International Commercial Settlement in Hong Kong surged over 170% in the afternoon session, currently up over 140% [1] - The market capitalization of the company has exceeded 3 billion HKD [1]

Group 1 - The core point of the article is that International Commercial Settlement (00147.HK) saw its stock price increase by over 150%, leading to a market capitalization exceeding 3 billion HKD [1] Group 2 - The significant rise in stock price indicates strong investor interest and potential positive sentiment towards the company's future prospects [1]

3. 秘書 INTERNATIONAL BUSINESS SETTLEMENT HOLDINGS LIMITED 國際商業結算控股有限公 司 （於百慕達註冊成立之有限公司） （股份代號：00147） （以下稱「本公司」） 提名委員會職權範圍 1. 成員 2. 主席 1 1.1 提名委員會應由本公司董事會（「董事會」）成立。 1.2 提名委員會成員應由董事會委任，並包括不少於三名成員，而提名委員會大部分成 員須為獨立非執行董事，至少一名成員為不同性別。 1.3 董事會應有權委任及罷免提名委員會成員。董事會亦應有權額外新增成員加入提名 委員會。 2.1 董事會應為提名委員會委任主席（「主席」），而主席應為董事會主席或一名獨立非執 行董事。 2.2 在任何提名委員會會議上如沒有主席，其餘出席任何根據本職權範圍召開的會議的 提名委員會成員應於提名委員會其餘成員中推選一人出任主席。 2.3 主席可由董事會隨時罷免，且主席應為董事會主席或一名獨立非執行董事。 3.1 公司秘書或其代名人擔任提名委員會秘書。 3.2 如沒有提名委員會秘書，出席會議的提名委員會成員應推選另一人出任秘書。 4. 通告 5. 法定人數 2 4.1 ...

[Performance Overview](index=1&type=section&id=%E6%A5%AD%E7%B8%BE%E5%85%AC%E4%BD%88) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group's loss widened significantly this year due to soaring costs and major asset impairment losses, resulting in a loss from continuing operations of HK$387 million Key Metrics from Consolidated Statement of Profit or Loss (Continuing Operations) | Indicator | FY2025 (HK$ '000) | FY2024 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 186,195 | 173,689 | +7.2% | | Gross (Loss)/Profit | (31,231) | 36,516 | Turned from profit to loss | | Impairment loss on property, plant and equipment | (70,600) | – | N/A | | Impairment loss on properties held for sale | (51,851) | (13,198) | +292.9% | | Impairment loss on trade and other receivables | (148,426) | (2,330) | +6270.2% | | Loss before tax | (371,411) | (51,961) | +614.8% | | Loss for the year from continuing operations | (387,351) | (61,327) | +531.6% | Loss Per Share | Loss Per Share (HK Cents) | 2025 | 2024 | | :--- | :--- | :--- | | From continuing operations | (1.13) | (0.25) | | From discontinued operations | – | (0.04) | | **Total** | **(1.13)** | **(0.29)** | [Consolidated Statement of Financial Position](index=4&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) The Group's financial position weakened considerably, with net assets declining sharply and a shift from net current assets to net current liabilities indicating immense short-term liquidity pressure Key Metrics from Consolidated Statement of Financial Position | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | YoY Change | | :--- | :--- | :--- | :--- | | Non-current assets | 378,059 | 562,018 | -32.7% | | Current assets | 1,167,711 | 1,404,147 | -16.8% | | **Total assets** | **1,545,770** | **1,966,165** | **-21.4%** | | Current liabilities | 1,375,889 | 1,367,768 | +0.6% | | Non-current liabilities | 486 | 21,841 | -97.8% | | **Total liabilities** | **1,376,375** | **1,389,609** | **-1.0%** | | **Net assets** | **169,395** | **576,556** | **-70.6%** | | Net current (liabilities)/assets | (208,178) | 36,379 | Shifted from net assets to net liabilities | [Notes to the Financial Statements](index=6&type=section&id=%E9%99%84%E8%A8%BB) [General Information and Basis of Preparation](index=6&type=section&id=1.%20%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E7%9A%84%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99%E5%8F%8A%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The Group operates mainly in China across property development, hotel, and other businesses, and prepares its financial statements on a going concern basis despite having net current liabilities - The Group's principal businesses include property development, hotel, property management, computer equipment, and financing, with operations primarily in China[7](index=7&type=chunk) - Despite **net current liabilities of HK$208 million**, management prepares the financial statements on a going concern basis, citing confidence in future liquidity, including the renewal of **HK$378 million in borrowings**[8](index=8&type=chunk) [Revenue Analysis](index=8&type=section&id=3.%20%E6%94%B6%E5%85%A5) Total revenue grew to HK$186 million, driven by property sales which offset a decline in the computer equipment business, alongside a new contribution from property management services Revenue Composition | Revenue Stream | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Sale of properties | 78,233 | 42,259 | | Provision of property management services | 1,100 | – | | Computer equipment business income | 106,862 | 131,430 | | **Total** | **186,195** | **173,689** | - During the year, the Group acquired the property management segment, while in the prior year it abandoned the international business settlement segment and disposed of the contact lens business segment[15](index=15&type=chunk)[16](index=16&type=chunk) [Segment Reporting](index=10&type=section&id=4.%20%E5%88%86%E9%A1%9E%E5%A0%B1%E5%91%8A) The computer equipment segment became the primary source of loss, and a single customer from this segment accounted for over 10% of total group revenue Segment Performance (HK$ '000) | Segment | 2025 Segment Loss | 2024 Segment (Loss)/Profit | | :--- | :--- | :--- | | Property development | (130,114) | (62,110) | | Hotel business | – | – | | Property management | (194) | – | | Computer equipment business | (227,471) | 26,633 | | Financing business | (2) | 151 | | **Total** | **(357,781)** | **(35,326)** | - A major customer from the computer equipment business contributed approximately **HK$56.88 million in revenue**, representing **30.5% of the Group's total revenue**[29](index=29&type=chunk) Revenue and Assets by Geographical Area (HK$ '000) | Region | Revenue from external customers (2025) | Specified non-current assets (2025) | | :--- | :--- | :--- | | Hong Kong | 106,862 | 37,708 | | The PRC | 79,333 | 143,257 | | **Total** | **186,195** | **180,965** | [Major Asset Impairment Analysis](index=18&type=section&id=%E6%B8%9B%E5%80%BC%E8%99%A7%E6%90%8D) The Group recognized substantial impairment losses on multiple assets, with trade receivables being the most severely impacted due to customer defaults - **Loans receivable of HK$131 million** and **factoring receivables of HK$64.43 million** are both over 4 years past due and have been **fully provided for**, resulting in a carrying amount of zero[37](index=37&type=chunk)[40](index=40&type=chunk)[48](index=48&type=chunk) - An **impairment loss of HK$51.85 million** was recognized on completed properties held for sale due to a decline in market valuation[42](index=42&type=chunk) - The loss allowance for trade receivables surged from HK$0.32 million to **HK$146 million**, primarily related to customer defaults in the computer equipment leasing business[46](index=46&type=chunk) [Acquisition of a Subsidiary](index=28&type=section&id=19.%20%E6%94%B6%E8%B3%BC%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8) The Group acquired a property management company in Fuzhou for approximately HK$5.33 million, generating goodwill of around HK$2.23 million - The Group acquired 100% equity interest in a Fuzhou property management company for **HK$5.332 million**, generating **goodwill of HK$2.228 million**[58](index=58&type=chunk)[60](index=60&type=chunk) [Dividend](index=29&type=section&id=%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of any dividend for the year ended 31 March 2025 - The Board does not recommend the payment of a dividend for the current year[61](index=61&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [Overall Performance Review](index=29&type=section&id=%E6%95%B4%E9%AB%94%E6%A5%AD%E7%B8%BE) The Group's performance deteriorated sharply, with the annual loss expanding significantly due to four major impairment charges on various assets Key Performance Indicators | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue (HK$ '000) | 186,195 | 173,689 | | Gross (Loss) Margin (%) | (16.8%) | 21.0% | | Loss for the year (HK$ '000) | (387,351) | (61,327) | | Loss per share (HK Cents) | (1.13) | (0.25) | | Net assets per share (HK Cents) | 0.83 | 2.84 | - The substantial increase in loss was mainly attributable to significant impairments on receivables and assets in the computer equipment leasing business, as well as property asset impairments due to the sluggish PRC property market[64](index=64&type=chunk) [Business Review and Prospects](index=30&type=section&id=%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) Business segments faced diverse challenges, with the computer equipment leasing business being the main driver of losses due to customer defaults [Property Development and Hotel Business](index=30&type=section&id=%E6%9F%B3%E5%B7%9E%E6%AD%A3%E5%92%8C%EF%BC%88%E7%89%A9%E6%A5%AD%E7%99%BC%E5%B1%95%E5%8F%8A%E9%85%92%E5%BA%97%E6%A5%AD%E5%8B%99%E5%88%86%E9%A1%9E%EF%BC%89) The property development segment's loss widened due to significant impairments and finance costs, while the hotel business suffered from a lapsed franchise agreement - The property development segment's loss widened to **HK$130 million**, mainly due to combined impairments of over **HK$91 million** on work-in-progress and properties for sale, and the expensing of **HK$55.05 million** in finance costs[74](index=74&type=chunk) - The hotel business's agreement with an international hotel franchisor has lapsed due to failure to obtain the completion certificate on time, resulting in an **impairment loss of HK$39.33 million**[76](index=76&type=chunk) [Property Management Business](index=35&type=section&id=%E7%89%A9%E6%A5%AD%E7%AE%A1%E7%90%86%E6%A5%AD%E5%8B%99) The Group entered the property management sector through an acquisition to diversify revenue streams, though its current contribution remains minimal - The Group entered the property management market through an acquisition to diversify its revenue streams, currently managing **492,000 sq.m. of residential** and **19,000 sq.m. of commercial GFA** in Fuzhou[77](index=77&type=chunk)[78](index=78&type=chunk) [Computer Equipment Leasing Business](index=36&type=section&id=%E7%A7%9F%E8%B3%83%E5%8F%8A%E8%B2%B7%E8%B3%A3%E8%A8%88%E7%AE%97%E6%A9%9F%E8%A8%AD%E5%82%99) This segment suffered a severe blow as falling Filecoin prices led to customer defaults, resulting in massive impairments on receivables and equipment - Due to the persistent decline in Filecoin prices, customers defaulted, leading the Group to make a **full impairment provision** on rental receivables; management used the ECL model, classifying these receivables as Stage 3 (credit-impaired) with a **100% probability of default (PD)**[80](index=80&type=chunk)[82](index=82&type=chunk)[85](index=85&type=chunk) - An **impairment loss of HK$31.27 million** was recognized on data storage equipment that had been idle for over six months after the lease term ended[87](index=87&type=chunk) [Other Businesses and New Project Updates](index=39&type=section&id=%E5%85%B6%E4%BB%96%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99) The contact lens business saw reduced losses, the financing business remained inactive, and planned new ventures in digital currency and logistics were either terminated or pending - After being reclassified as an associate, the Group's share of loss from the contact lens business **decreased from HK$6.51 million to HK$3.97 million**[89](index=89&type=chunk) - The financing business is stagnant, with all overdue loans having been fully impaired in previous years[90](index=90&type=chunk) - The proposed digital currency joint venture in Laos has been terminated, with no investment paid by the Group[91](index=91&type=chunk) [Financial Position Review](index=41&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's financial position deteriorated significantly, marked by a shift to net current liabilities and a sharply increased gearing ratio, indicating heightened financial risk - The Group shifted from **net current assets of HK$36.38 million** to **net current liabilities of HK$208 million**, mainly due to significant impairments on trade receivables and properties held for sale[96](index=96&type=chunk) Financial Ratio Changes | Ratio | As at 31 March 2025 | As at 31 March 2024 | | :--- | :--- | :--- | | Current ratio | 0.85 | 1.03 | | Gearing ratio | 3.45 | 1.03 | - As at 31 March 2025, the Group had pledged property, plant and equipment with a value of approximately **HK$65.57 million** as security for borrowings[101](index=101&type=chunk) [Corporate Governance and Other Information](index=43&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Corporate Governance](index=43&type=section&id=%E5%AE%88%E5%BE%AA%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%AE%88%E5%89%87) The Company deviated from the Corporate Governance Code, most notably with the continued vacancy of the Chairman and CEO positions - The Company deviated from the Corporate Governance Code as the **positions of Chairman and CEO were both vacant**, with their duties handled collectively by the executive Directors[107](index=107&type=chunk) - The vacancy of the Chairman position led to other deviations, such as the failure to hold an annual meeting between the Chairman and independent non-executive Directors and the Chairman's absence from the AGM[111](index=111&type=chunk) [Audit Committee](index=44&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, has reviewed the annual audited results and discussed key matters with management - The Audit Committee, composed of three independent non-executive Directors, has reviewed the audited consolidated results for the year[110](index=110&type=chunk)