ANNUAL REPORT 年報 2024 創新點亮 生 活 Embracing innovations that enhance the quality of life ANNUAL REPORT 2024 年報 Contents 目錄 84 Independent Auditor's Report 獨立核數師報告 92 2 Corporate Information 公司資料 5 Chairman's Statement 主席報告書 9 Directors and Senior Management of the Group 本集團董事及高級管理層 14 Management Discussion and Analysis 管理層討論及分析 23 Corporate Governance Report 企業管治報告書 51 Environmental, Social and Governance Report 環境、社會及管治報告 74 Directors' Report 董事會報告書 Consolidated Statement of Profit or Loss and Other Comprehen ...

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的內容概不負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，且 明 確 表 示 概 不 就 因 本 公 佈 全 部 或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 IDT INTERNATIONAL LIMITED 萬威國際有限公司 * （於百慕達註冊成立之有限公司） （股份代號：167） 財務摘要 萬 威 國 際 有 限 公 司（「本公司」）董 事 會（「董 事」或「董事會」）呈 報 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）於 截 至 二 零 二 四 年 十 二 月 三 十 一 日 止 年 度（「二零二四財政 年 度」）的 綜 合 業 績，連 同 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度（「二零二三財 政年度」）的 經 審 核 比 較 數 字。 * 僅供識別 – 1 – • 收益約為港幣173.3百 萬 元（二 零 二 三 財 政 年 度：約 港 幣1.2百 萬 元）。 • 毛利約為港幣54.2百 萬 元（二 零 二 三 財 政 年 度：約 港 幣0.1百 萬 元）。 ...

Financial Performance - Turnover for the six months ended June 30, 2024, was approximately HK$51.1 million, compared to nil for the same period in 2023[4] - Gross profit for 1H2024 was approximately HK$17.4 million, with no gross profit reported in 1H2023[4] - Profit for the period was approximately HK$5.6 million, a significant recovery from a loss of approximately HK$6.8 million in 1H2023[4] - The company reported a total comprehensive income of HK$6.1 million for the period, compared to a loss of HK$6.9 million in the previous year[6] - Basic and diluted earnings per share for the period was HK$0.22, an improvement from a loss of HK$0.26 per share in 2023[7] - The Group reported a profit attributable to owners of the Company of HK$5,619,000 for the six months ended June 30, 2024, compared to a loss of HK$6,807,000 in the same period of 2023[54] Operating Expenses - Total operating expenses amounted to approximately HK$6.4 million, an increase from approximately HK$5.2 million in 1H2023[4] - Research expenses for the period were HK$19, while distribution and selling expenses were HK$22[6] - The Group's research expenses decreased by approximately 86.5%, while distribution and selling expenses dropped by approximately 66.2% in 1H2024[84] - General administrative expenses increased by approximately 28.9% as the Group resumed operations[84] Current Liabilities and Financial Position - Current liabilities increased significantly to HK$388,511,000 as of June 30, 2024, compared to HK$342,736,000 at the end of 2023[8] - Net current liabilities were reported at HK$335,716,000, slightly improved from HK$340,916,000 in the previous period[8] - The Group reported a net deficit of HK$334,791,000 as of June 30, 2024, compared to HK$340,916,000 at the end of 2023[8] - As of 30 June 2024, the Group's current liabilities exceeded current assets by approximately HK$335,716,000, and total liabilities exceeded total assets by approximately HK$334,791,000[22] - The Group's bank balances and cash were at a low level of approximately HK$587,000 as of 30 June 2024[22] Cash Flow and Operating Activities - Net cash from operating activities for the six months was HK$320,000, a decrease from HK$725,000 in the same period last year[11] - Cash and cash equivalents at the end of the period were HK$587,000, down from HK$616,000 in 2023[11] Corporate Governance and Management Changes - The company has appointed a new CEO, Cheung Yuk Ki, effective February 1, 2024, following the resignation of Zhu Yongning[2] - Zhu Yongning has resigned as an executive director effective February 1, 2024[94] - The roles of chairman and CEO were held by Zhu Yongning until his resignation, with efforts ongoing to separate these roles[105] - The company is actively seeking suitable candidates to fill the independent non-executive director vacancies in compliance with the relevant Listing Rules[111] Legal and Financial Challenges - The Company received a statutory demand from a creditor for HK$15,000,000, requiring payment within 3 weeks, or face a winding-up petition[14] - There is a material uncertainty regarding the Group's ability to continue as a going concern due to financial difficulties[23] - The Group is involved in several legal proceedings, which have not been settled due to insufficient funds[22] - The Group's management is currently attempting to reach a settlement agreement regarding the HK$2,874,000 compensation but has not yet succeeded[75] Strategic Initiatives and Market Expansion - The company is focused on enhancing its electronic product offerings and expanding its market presence[5] - The Group established its own online retail platform and opened two online stores on foreign platforms to enhance market awareness of the "Oregon Scientific" brand[84] - The Group is continuously expanding its product portfolio to meet new customer demands and enhance market competitiveness[84] - The Group is implementing cost control measures and seeking new business opportunities to enhance profitability and improve future cash flow[29] Shareholder Information - As of June 30, 2024, Zhu Yongning holds 753,997,995 shares, representing 29.00% of the issued share capital[94] - Jiangsu Hongtu High Technology Co., Ltd. holds 556,898,770 shares, accounting for 21.42% of the issued share capital[98] Compliance and Corporate Governance - The Company confirmed compliance with the Corporate Governance Code throughout the six months ended June 30, 2024, except for deviations from provisions C.2.1 and C.1.8[104] - The company aims to enhance its corporate governance practices to ensure compliance with the corporate governance code[107] - The Audit Committee currently comprises only one independent non-executive director, Mr. Xu Jinwen, which does not meet the minimum requirements under Listing Rule 3.21[113]

WARROWAL F/57 IDT INTERNATIONAL LIMITED 萬 威 國 際 有 限 公 司 Embracing innovations that enhance the quality of life 創新點亮生 活 ANNUAL REPORT 2023年 報 Contents 目錄 | --- | --- | |-------|---------------------------------------------------------------------| | | | | 2 | Corporate Information 公司資料 | | 4 | Chairman 's Statement 主席報告書 | | 8 | Directors and Senior Management of the Group 本集團董事及高級管理層 | | 12 | Management Discussion and Analysis 管理層討論及分析 | | 19 | Corporate Governance Report 企業管治報告書 | | 43 | Environmental, Soc ...

Financial Performance - Turnover for the six months ended June 30, 2023, was nil, compared to HK$2.2 million for the same period in 2022[5] - Gross profit was nil for 1H2023, while there was a gross loss of HK$11.0 million in 1H2022[5] - Total operating expenses decreased to HK$5.2 million in 1H2023 from HK$37.1 million in 1H2022, representing a reduction of approximately 86%[5] - Loss for the period amounted to HK$6.8 million, significantly improved from a loss of HK$49.9 million in 1H2022[5] - Loss before taxation for the period was HK$6.8 million, compared to HK$49.9 million in the previous year[7] - Total comprehensive loss for the period was HK$6.9 million, down from HK$37.99 million in 1H2022[7] - The company reported no revenue from sales during the period, indicating a complete halt in operations compared to the previous year[5] - Basic and diluted loss per share decreased to HK$0.26 from HK$1.92 year-over-year[8] - Total comprehensive loss for the six months ended June 30, 2023, was HK$6,874,000, a significant improvement from a loss of HK$37,991,000 in the same period of 2022[8] Cash Flow and Liabilities - Net cash generated from operating activities was HK$725,000, compared to a net cash used of HK$30,573,000 in the prior year[14] - Cash and cash equivalents at the end of the period increased to HK$616,000 from HK$2,647,000 at the end of June 2022[14] - Current liabilities totaled HK$335,053,000 as of June 30, 2023, slightly up from HK$330,856,000 at the end of 2022[9] - Net liabilities stood at HK$334,437,000, compared to HK$327,563,000 at the end of 2022[9] - The company’s equity attributable to owners decreased to HK$334,530,000 from HK$327,656,000 at the end of 2022[9] - As of June 30, 2023, the Group's current liabilities exceeded current assets by approximately HK$334,437,000, and total liabilities exceeded total assets by the same amount[30] - The Group recorded net current liabilities of approximately HK$334.4 million, an increase of approximately HK$6.8 million compared to FY2022[100] - The total outstanding amount of borrowings as of June 30, 2023, was approximately HK$56.9 million, slightly down from approximately HK$57.6 million in FY2022[100] Operational Status and Future Plans - The company is engaged in investment holdings and the design, development, manufacturing, sales, and marketing of various electronic products[4] - The Group is implementing cost control measures and seeking new business opportunities to enhance profitability and improve future cash flow[32] - The Group is negotiating with creditors to restructure existing liabilities and exploring alternative financing sources to strengthen its capital base[34] - The Group is expanding its product portfolio to meet new customer demands, having launched its own online retail platform and established two online stores on foreign platforms in December 2023[34] - The Group's operations are gradually resuming in the first quarter of 2024, focusing on the sales of electronic products under the "Oregon Scientific" trademark[88] - The Group established its own online retail platform and new online stores on Noon and Mercado Libre to enhance market awareness of the "Oregon Scientific" brand[88] - The Group secured confirmed orders exceeding HK$70 million, expected to be fulfilled in the third quarter of 2024[98] Legal and Governance Issues - The Company received a statutory demand from a creditor for HK$15,000,000, with a deadline of three weeks to pay, or face a winding-up petition[17] - The Group is subjected to several legal proceedings, with many unresolved due to insufficient funds[30] - There is significant uncertainty regarding the Group's ability to continue as a going concern[31] - The management is working closely with professional advisors to formulate a restructuring plan to address the overall indebtedness of the Company[17] - The Group has been involved in several litigations, but management believes that any potential legal liabilities will not have a material impact on the financial position or results of the Group[87] - The Company has complied with all provisions of the Corporate Governance Code, except for deviations from Code Provision C.2.1 and C.1.8[116] - The roles of chairman and CEO are currently held by Zhu Yongning, following the retirement of the previous chairman in June 2019[117] - No insurance cover for legal actions against Directors was arranged during 1H2023 due to budget constraints[118] Shareholder Information - As of June 30, 2023, Zhu Yongning holds 753,997,995 shares, representing 29.00% of the issued share capital[111] - Jiangsu Hongtu High Technology Co., Ltd. also holds 556,898,770 shares, accounting for 21.42% of the issued share capital[113] - The issued and fully paid ordinary shares as of June 30, 2023, were 2,599,993,088 shares, amounting to HK$259,999,000[70] Audit and Compliance - The Audit Committee, comprising one independent non-executive director, has reviewed the unaudited financial results for 1H2023[121] - The preparation of the Interim Financial Statements requires management to make judgments and estimates that may differ from actual results[20] - The Interim Financial Statements have been prepared in accordance with the applicable disclosure requirements and accounting standards[20]

Financial Performance - The Group's total revenue for FY2022 was approximately HK$2.2 million, a decrease of approximately 87.1% compared to FY2021's revenue of approximately HK$17.1 million due to the suspension of operations following the closure of the Shenzhen factory[5]. - Gross loss for FY2022 totaled approximately HK$3.0 million, compared to a gross profit of approximately HK$1.9 million in FY2021, primarily due to a write-off of approximately HK$3.7 million in inventory[6]. - The total loss for FY2022 was approximately HK$21.8 million, compared to HK$84.2 million in FY2021, indicating a significant reduction in losses[8]. - Loss for FY2022 decreased by approximately 74.1% to approximately HK$21.8 million, down from approximately HK$84.2 million in FY2021, attributed to cost control efforts[21]. - The Group's operations were suspended since March 5, 2022, leading to significant net operating cash outflow for the year ended December 31, 2022[195]. - The Group resumed operations in December 2023, returning to profitability for the six months ended June 30, 2024[196]. Operating Expenses and Cost Management - Total operating expenses for FY2022 amounted to approximately HK$23.5 million, a decrease of approximately 63.7% from FY2021's approximately HK$64.8 million, driven by significant reductions in research and distribution expenses[6]. - Research expenses decreased by approximately 92.8%, while distribution and selling expenses dropped by approximately 88.9% in FY2022[6]. - General administrative expenses were reduced by approximately 52.0% as the Company is undergoing a downsizing process[6]. - The charge of loss allowance on financial assets for FY2022 was approximately HK$2.0 million, a decrease from HK$8.8 million in FY2021[8]. - Losses from impairment for FY2022 were approximately HK$6.2 million, down from HK$11.8 million in FY2021[8]. Assets and Liabilities - As of December 31, 2022, the Group's total assets amounted to approximately HK$3.3 million, a drastic decrease from approximately HK$81.3 million in FY2021[23]. - Total liabilities as of December 31, 2022, were approximately HK$330.9 million, down from approximately HK$386.8 million in FY2021[23]. - The Group recorded net current liabilities of approximately HK$327.6 million, an increase of approximately HK$75.3 million from approximately HK$252.3 million in FY2021[24]. - The Group's gearing ratio increased to approximately 7,342.4% as of December 31, 2022, compared to approximately 321.9% in FY2021, due to the drastic decrease in total assets[23]. Corporate Governance and Management - The company has a strong focus on corporate governance with multiple committees including remuneration, nomination, and audit[17]. - The management team includes individuals with extensive backgrounds in finance, law, and investment, enhancing the company's strategic capabilities[16][17]. - The company emphasizes the importance of tax planning and risk management, as highlighted by the experience of its directors[16]. - The new appointments are expected to strengthen the company's governance and strategic direction moving forward[15][17]. - The Company has complied with all code provisions of the Corporate Governance Code, except for deviations from provisions C.2.1, C.1.6, and C.1.8[42]. Shareholder Engagement and Communication - The Company communicates with shareholders through annual reports, interim reports, and press releases, ensuring timely and clear information dissemination[93]. - The AGM serves as a forum for shareholders to exchange views with the Board, with key committee chairs available to answer questions[93]. - Shareholders can propose resolutions at general meetings, with proper procedures in place for submission and verification[95]. Environmental and Social Responsibility - The Group is committed to enhancing its environmental, social, and governance standards in accordance with the Listing Rules[101]. - The Group aims to guarantee product quality and delivery through regular visits and communication with customers[107]. - The Group's initiatives aim to foster a culture of energy and resource conservation among employees[117]. - The Group has established a workers' union to provide employees with a platform for communication and to ensure timely payment of salaries and benefits[107]. - The Group conducts annual environmental training for employees to enhance awareness and ensure compliance with local regulations regarding hazardous waste emissions[126]. Legal and Compliance Matters - The Group has been involved in several legal actions, with potential liabilities not expected to materially impact its financial position[34]. - The Group has filed for appeals regarding certain court judgements, with ongoing attempts to reach settlement agreements[32]. - The Group has established a whistle-blowing mechanism allowing employees, customers, and suppliers to report fraud and corruption anonymously[167]. Future Outlook and Strategic Plans - The Group secured confirmed orders exceeding HK$70 million, expected to be fulfilled in the third quarter of 2024[9]. - The market situation is expected to improve significantly as the effects of the trade war diminish[9]. - The Group is formulating a corporate rescue plan to address indebtedness and secure necessary funding for ongoing operations[198].

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的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，且 明 確 表 示 概 不 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 IDT INTERNATIONAL LIMITED 萬威國際有限公 司* （於百慕達註冊成立之有限公司） （股份代號：167） 截至二零二四年六月三十日止六個月 中期業績公佈 萬 威 國 際 有 限 公 司（「本公司」）董 事 會（「董 事」或「董事會」）謹 此 公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本集團」）截 至 二 零 二 四 年 六 月 三 十 日 止 六 個 月（「二零二四年上 半 年」）的 未 經 審 核 簡 明 業 績，連 同 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 相 應 期 間（「二零二三年上半年」）的 比 較 數 字。 | --- | --- | --- | |-------|-------------------------- ...

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的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，且 明 確 表 示 概 不 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 IDT INTERNATIONAL LIMITED 萬威國際有限公 司* （於百慕達註冊成立之有限公司） （股份代號：167） 截至二零二三年十二月三十一日止年度 全年業績公佈 | --- | --- | |-------|-------------------------------------------------------------------------------------------| | | | | | 財務摘要 | | • | 收益約為港幣 1.2 百 萬 元（二 零 二 二 財 政 年 度：約 港 幣 2.2 百 萬 元）。 | | • | 毛利約為港幣 0.1 百 萬 元（二 零 二 二 財 政 年 度：毛 損 約 港 幣 3.0 百 萬 元）。 | | • ...

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的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，且 明 確 表 示 概 不 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 IDT INTERNATIONAL LIMITED 萬威國際有限公 司* （於百慕達註冊成立之有限公司） （股份代號：167） 截至二零二三年六月三十日止六個月 中期業績公佈 萬 威 國 際 有 限 公 司（「本 公 司」）董 事 會（「董 事」或「董 事 會」）謹 此 公 佈 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月（「二零二三年上 半 年」）的 未 經 審 核 簡 明 業 績，連 同 截 至 二 零 二 二 年 六 月 三 十 日 止 六 個 月 相 應 期 間（「二零二二年上半年」）的 比 較 數 字。 | --- | --- | |-------|-------------------------- ...

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的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，且 明 確 表 示 概 不 就 因 本 公 佈 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 IDT INTERNATIONAL LIMITED 萬威國際有限公 司* （於百慕達註冊成立之有限公司） （股份代號：167） 截至二零二二年十二月三十一日止年度 全年業績公佈 | --- | --- | |-------|-------------------------------------------------------------------------------------------| | | | | | 財務摘要 | | • | 收益約為港幣 2.2 百 萬 元（二 零 二 一 財 政 年 度：約 港 幣 17.1 百 萬 元）。 | | • | 毛損約為港幣 3.0 百 萬 元（二 零 二 一 財 政 年 度：毛 利 約 港 幣 1.9 百 萬 元）。 | | ...