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。 更換公司秘書 天德地產有限公司（「本公司」）董事會（「董事會」）謹此宣佈，吳秀芳女士已辭任本公司公司秘書 （「公司秘書」）一職，並自二零二五年八月一日起生效。 吳秀芳女士已確認，彼與董事會並無意見分歧，亦沒有關於其辭任的事宜須敦請本公司股東及香港聯合交易 所有限公司垂注。 董事會另宣佈，伍秀薇女士（「伍女士」）已獲委任為公司秘書，並自二零二五年八月一日起生效。 （於香港註冊成立的有限公司） （股份代號：266） 伍女士為達盟香港有限公司上市公司服務部之董事兼主管，負責向上市公司客戶提供公司秘書及合規服務。 彼於公司秘書領域擁有超過二十年經驗。伍女士持有倫敦大學法律碩士學位及香港城市大學法律學士學位。 彼為特許秘書、特許企業管治專業人員，以及香港公司治理公會及英國特許公司治理公會資深會士。 董事會謹此向吳秀芳女士於任內對本公司的貢獻致以衷心謝意，並歡迎伍女士履新。 承董事會命 天德地產有限公司 主席 鍾琼林 ...

Stock Code 股份代號：266 2024-2025 Annual Report 年 報 The translation into Chinese language of this annual report is for reference only. In case of any inconsistency, the English version shall prevail. 本年報之中文譯本只供參考，如中英文本有任何差異，一概以英文本為準。 Contents 目錄 | 2 | Corporate Information | 公司資料 | | --- | --- | --- | | 3 | Chairman's Statement | 主席報告 | | 4 | Properties | 物業概覽 | | 5 | Corporate Governance Report | 企業管治報告 | | 39 | Corporate Social Responsibility Report | 企業社會責任報告 | | 67 | Directors' Report | 董事會報告 | | 85 | Biogr ...

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。 | 截至三月三十一日止年度 | 附 | 註 | 二零二五年 | 二零二四年 | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 千 | 千 | 元 | 元 | | | | | | | | | | | | | | | | | | 收 | 入 | 3 | 308,131 | 304,557 | 服務成本 | (97,405) | (96,865) | | | | | | ...

Core Viewpoint - Kangda New Materials plans to acquire at least 51% of Zhongke Huawai's equity in a cash transaction, aiming to gain control over the company and expand into the semiconductor integrated circuit sector [2][4]. Group 1: Acquisition Details - The acquisition agreement was signed on June 19, with the final valuation of Zhongke Huawai's 100% equity yet to be determined based on an assessment report [2]. - The acquisition is not classified as a related party transaction and is not expected to constitute a major asset restructuring [4]. - This marks Kangda New Materials' ongoing strategy of acquisitions, with at least five announced since 2021 [8]. Group 2: Financial Performance - Despite the frequent acquisitions, Kangda New Materials has experienced significant declines in net profit, with a loss of 246.2 million yuan in 2024 and a cumulative loss of 308.3 million yuan in non-recurring net profit [11][12]. - The company's revenue structure shows that adhesive products contribute the most, with projected revenue of 2.252 billion yuan in 2024, accounting for over 72% of total revenue [7]. Group 3: Company Background - Zhongke Huawai specializes in high-reliability integrated circuit products and has established a strong market presence in the field of microcontroller chips (MCU) for special equipment [6]. - The company has been recognized as a national-level "little giant" enterprise and holds various qualifications in its field [6].

事件：2025 年4 月21 日，TCL 智家发布2025 年一季报。25Q1 营收/归母净利润/扣非归母净利润分别为 46/3.0/2.9 亿元，同比分别+10/+34/+31%，利润端快速增长。 公司坚定推进全球化战略，积极开拓欧洲、东南亚及拉美等海外市场。 25Q1 公司出口及 ODM 订单增加，整体销量同比增长7.34%，表现优于行业。公司在打造法国、巴西和 西班牙等标杆市场上取得显著成效，推动业务稳定增长。 毛利率：25Q1 毛利率22.6%，同比+2.3pct。公司进一步优化产品结构，提升产品竞争力，25Q1 合肥家 电推出"冰麒麟"系列深冷冰箱等新品，洗衣机推出"大眼萌·AI 超级筒"新品洗衣机，洗净比突破 1.31， 奥马冰箱推出 520PLUS 多彩脂玉母婴冰箱。公司持续优化生产链条，提高中高端产品产能。合肥家电 配套厂房项目已完工，建成的生产配套楼及外围存储仓将持续为公司生产链条优化提供支持，提升生产 运营效率；奥马冰箱"年产280 万台高端风冷冰箱智能制造项目"一期和二期分别于2023 年11 月和2025 年1 月正式投产，高端风冷冰箱出货量稳步提升，预计未来可持续支持公司产品结构优化 ...

上市公司普邦股份（002663）十年前的一单并购，竟牵连一家民企遭遇离奇的飞来横"债"。 展现在公众面前的故事A面是：2015年，普邦股份收购四川深蓝环保科技有限公司（下称"深蓝环保"）100%股权，后者在4 年对赌期内"踩线"完成业绩承诺，之后业绩"变脸"。2023年，普邦股份将深蓝环保"甩卖"。 隐藏于水面之下的B面则是：脱离普邦股份后的深蓝环保引发离奇争端。民营企业四川佳和建设工程有限公司（下称"佳和 建设"）向上海证券报记者表示，在普邦股份控股深蓝环保期间，佳和建设在毫不知情的情况下，竟在2015年7月至2016年5 月与深蓝环保签订了四地（边坝、江达、左贡、芒康）共六份工程合同，涉及工程款合计1.28亿元。 "全是假的！我们与普邦股份、深蓝环保没有任何业务往来和合同纠纷。"近日，在成都青羊区的佳和建设总部，佳和建设 副总经理吴志全对记者说。因不知晓上述合同的存在，佳和建设并未支付相应的合同款项，直至2024年12月下旬公司收到 上述合同对应的四份调解书后，才知道已欠下深蓝环保6000万元债务（注：法院调解后金额），随后，深蓝环保于今年初 申请强制执行，导致佳和建设相关账户被冻结。 作为深蓝环保时任控 ...

Financial Performance - For the six months ended September 30, 2024, total revenue was HKD 156,388,000, an increase from HKD 153,448,000 in the same period of 2023, representing a growth of approximately 1.3%[4] - Gross profit for the same period was HKD 106,520,000, compared to HKD 104,677,000 in 2023, reflecting a growth of about 1.8%[4] - The net loss for the period was HKD 523,224,000, a significant decline from a profit of HKD 461,866,000 in the previous year, indicating a negative shift in performance[4] - Basic and diluted loss per share was HKD 0.59, compared to earnings of HKD 0.49 per share in the prior year[4] - The group reported other income of HKD 11,949,000, compared to HKD 11,637,000 in the same period last year, indicating a slight increase of about 2.7%[4] - The group incurred a pre-tax loss of HKD 277,829,000 for the current period, compared to a profit of HKD 233,360,000 in the same period last year, reflecting a significant change in performance[39] - The total tax expense for the period was HKD 13,418,000, slightly down from HKD 13,423,000 in the previous year, showing a marginal decrease of 0.04%[34] - The group reported a loss per share of HKD 0.585 for the current period, compared to earnings per share of HKD 0.492 in the previous year, indicating a shift in financial results[39] Assets and Equity - Total assets as of September 30, 2024, were HKD 7,985,714,000, down from HKD 8,597,279,000 as of March 31, 2024, showing a decrease of approximately 7.1%[6] - Non-current assets decreased to HKD 7,400,582,000 from HKD 8,001,439,000, reflecting a reduction of approximately 7.5%[6] - The company’s total equity as of September 30, 2024, was HKD 7,657,409,000, down from HKD 8,273,099,000, indicating a decrease of about 7.4%[6] - The total equity attributable to shareholders as of September 30, 2024, was HKD 7,657,400,000, down from HKD 8,273,100,000 as of March 31, 2024[50] Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 656,553,000 from HKD 621,631,000 year-over-year, marking an increase of about 5.6%[12] - Operating cash flow for the period was HKD 82,087,000, down from HKD 108,367,000 in the previous year, representing a decline of approximately 24.2%[12] - The group's cash and cash equivalents totaled HKD 656,553,000 as of September 30, 2024, compared to HKD 570,577,000 as of March 31, 2024[44] Income and Expenses - The group reported rental income of approximately HKD 18,182,000 for the period, a decrease from HKD 19,416,000 in the previous year, representing a decline of about 6.35%[20] - Interest income for the six months ended September 30, 2024, was HKD 11,570,000, slightly up from HKD 11,475,000 in the previous year, indicating a growth of 0.83%[26] - The financing costs for the period amounted to HKD 5,496,000, an increase from HKD 5,363,000 in the previous year, reflecting a rise of approximately 2.47%[31] - The group’s employee-related expenses increased by approximately 8.46% year-on-year[54] Dividends and Shareholder Information - The group declared an interim dividend of HKD 0.06 per share, consistent with the previous year, amounting to HKD 28,484,000[35] - The interim dividend declared is HKD 0.06 per share, consistent with the previous year[48] - The major shareholder, Tian De Limited, holds 237,370,032 shares, representing approximately 50.001% of the total voting shares[63] - The beneficial ownership of the directors and senior management as of September 30, 2024, includes 46,139,164 shares (9.72%) held by Zhong Qionglin and 27,864,420 shares (5.87%) held by Zhong Jiongfei[63] Management and Governance - The company has complied with all applicable provisions of the Corporate Governance Code except for the lack of insurance arrangements for directors facing legal actions[68] - The roles of Chairman and CEO are held by the same individual, with daily management shared among executive directors to ensure a balance of power[70] - The company has not established an internal audit function, but the board believes existing risk management and internal controls are sufficient given the group's scale and complexity[71] - The board will review the necessity of establishing an internal audit function annually[71] - All directors confirmed compliance with the standard code for trading the company's securities during the six months ending September 30, 2024[74] Operational Insights - The management anticipates that rental income from the International Plaza and the group's operating performance will remain stable in the second half of the year despite challenges in the retail and dining sectors due to changing consumer patterns[55] - The occupancy rate of the International Plaza as of September 30, 2024, was approximately 77.0%, down from 80.0% a year earlier[49] - Rental income from the International Plaza for the six months ending September 30, 2024, was approximately HKD 150,500,000, an increase of about 3.2% year-on-year[49] Accounting and Reporting - The group has not adopted any new accounting standards that have not yet come into effect during the current accounting period[18] - The group has maintained the same accounting policies as in the previous financial year, with no significant impact from the changes in accounting standards on the financial report[17] - The interim financial report includes the consolidated financial position as of September 30, 2024, and the consolidated income statement for the six-month period[76] - The review of the interim financial report was conducted in accordance with the Hong Kong Institute of Certified Public Accountants' standards[77] - No matters were noted that would lead to a belief that the interim financial report was not prepared in accordance with the relevant accounting standards[78]

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 156,388,000, an increase from HKD 153,448,000 in the same period of 2023, representing a growth of 1.3%[3] - The gross profit for the same period was HKD 106,520,000, compared to HKD 104,677,000 in 2023, indicating a growth of 1.8%[3] - The operating loss after the valuation changes of investment properties was HKD 504,310,000, a significant decline from an operating profit of HKD 480,652,000 in the previous year[3] - The net loss attributable to equity shareholders for the period was HKD 277,829,000, compared to a profit of HKD 233,360,000 in the same period last year[3] - Basic and diluted loss per share for the period was HKD 0.59, compared to earnings of HKD 0.49 per share in the previous year[3] - The group reported a pre-tax loss of HKD 277,829,000 for the six months ended September 30, 2024, compared to a profit of HKD 233,360,000 in the same period last year[30] Assets and Liabilities - Total assets decreased to HKD 7,985,714,000 from HKD 8,597,279,000 as of March 31, 2024, reflecting a decline of approximately 7.1%[6] - The company's total liabilities were reported at HKD 328,305,000, slightly up from HKD 324,180,000 in the previous period[6] - The net asset value decreased to HKD 7,657,409,000 from HKD 8,273,099,000, indicating a reduction of about 7.4%[6] - As of September 30, 2024, the total equity of the group was HKD 7,657,400,000, compared to HKD 8,273,100,000 as of March 31, 2024[37] Revenue Sources - The group's revenue from rental income for the current period is approximately HKD 18,182,000, a decrease from HKD 19,416,000 in the previous year[13] - Rental income from the International Plaza for the six months ended September 30, 2024, was approximately HKD 150,500,000, an increase of about 3.2% year-on-year[37] - The occupancy rate of the International Plaza as of September 30, 2024, was approximately 77.0%, down from 80.0% on September 30, 2023[37] Financial Management - The group’s financing costs for bank loans and other borrowings total HKD 5,496,000 for the current period, compared to HKD 5,363,000 in the previous year[23] - The group’s deferred tax liabilities related to changes in the fair value of investment properties amount to HKD 3,997,000 for the current period[26] - The group utilized bank credit facilities amounting to HKD 200,000,000 as of September 30, 2024, with a capital debt ratio of 2.6%[38] Employee and Operational Insights - The number of employees as of September 30, 2024, was 38, with related expenses of approximately HKD 14,100,000[40] - The management anticipates that rental income from the International Plaza and the group's operating performance will remain stable in the second half of the year[41] Corporate Governance - The company did not repurchase, sell, or redeem any of its listed securities during the six months ended September 30, 2024[42] - The company has not established an internal audit function, but the board will review the necessity of this function annually[46] - The board believes that the current lack of an internal audit function does not negatively impact the company, given its existing risk management and internal control measures[47] - The company has adopted the standard code for directors' securities trading and confirmed compliance by all directors as of September 30, 2024[50] Reporting and Compliance - The interim financial report was prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[7] - The group has no significant impact from the new accounting standards implemented during the current reporting period[2] - The group has not adopted any new standards or interpretations that have not yet come into effect during the current accounting period[11] - The mid-term report for the six months ending September 30, 2024, will be sent to members and published on the company's website[51]

Financial Performance - The Group recorded a profit from operations before valuation changes of HK$188.8 million for the year ended 31 March 2024, compared to HK$191.4 million in 2023, representing a decrease of 1.4%[11] - Net valuation gains on investment properties amounted to HK$230.9 million in 2024, a significant recovery from net valuation losses of HK$1,707.7 million in 2023[11] - The profit attributable to equity shareholders for the year was HK$193.7 million, a turnaround from a loss of HK$759.3 million in the previous year[11] - The valuation changes impacted accounting profit but did not affect the Group's cash flows[11] Corporate Governance - The Company complied with all applicable code provisions of the Corporate Governance Code during the financial year ended 31 March 2024, with some exceptions disclosed[8] - The Company has identified and formalized appropriate measures and policies to maintain high standards of corporate governance[8] - The roles of the Chairman and CEO are held by the same individual, Mr. Cheong Kheng Lim, with the Board collectively responsible for strategic decisions[27] - The Board of Directors includes three Independent Non-executive Directors, providing a check and balance on management[27] - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors during the financial year ended 31 March 2024[33] - The Board is accountable for the Group's performance, including financial and management oversight, corporate governance, and risk management[31] - The Company has not established an internal audit function but has sufficient risk management and internal control systems in place[28] - The Company has implemented a whistleblowing policy and procedure manuals to promote a sound corporate culture and accountability[55] - The Company has adopted mechanisms to ensure independent views are available to the Board, which were reviewed and considered effectively implemented during the year[59] Board Structure and Meetings - Seven board meetings were held during the financial year, with four being regular meetings[43] - The Board of Directors had full attendance at all seven board meetings, board committee meetings, and the annual general meeting during the financial year ended March 31, 2024[63] - The Company has established three committees: remuneration committee, nomination committee, and audit committee, to enhance focus on specific areas[58] - The Board reviewed the need for an internal audit function in March 2024 and determined there was no immediate need based on the Group's current circumstances[55] - The Board's structure allows for prompt decision-making while maintaining a balance of power[27] Director Training and Remuneration - The Company emphasizes director training, providing internal training courses and encouraging participation in external training sessions[53] - The Board is satisfied with the training received by the Directors for the financial year ended 31 March 2024[64] - The Group's remuneration policy aims to retain suitable Directors and senior management by offering competitive remuneration levels[68] - No Director or their associates are involved in decisions regarding their own remuneration, ensuring impartiality[68] - The remuneration committee considers factors such as market conditions and the Group's results when determining remuneration packages[81] - The remuneration committee is responsible for determining the remuneration of individual Executive Directors and senior management on an annual basis[90] Nomination and Board Diversity - The nomination committee was established to ensure a balance of skills, experience, and diversity on the Board[102] - The nomination policy requires all Directors to retire by rotation at least once every three years[104] - Directors appointed to fill casual vacancies must retire at the next general meeting and are eligible for re-election[105] - The nomination committee assesses the independence of Independent Non-Executive Directors (INEDs)[101] - The Company has achieved its objective of having at least one female Director on the Board, contributing to gender diversity[113] - The nomination committee has reviewed and recommended measurable objectives for achieving gender diversity at the Board level[117] Audit and Risk Management - The audit committee was established to assist the Board in financial reporting, internal control, and risk management[109] - The audit committee is responsible for overseeing financial reporting, risk management, and internal control systems[119] - The audit committee reviews the independence and objectivity of the external auditor and monitors the effectiveness of the audit process[120] - The Company has established arrangements for employees to raise concerns about possible improprieties confidentially[120] - The board is responsible for the overall risk management and internal control systems, ensuring their effectiveness[161] - The risk assessment exercise was conducted on a half-yearly basis during the financial year ended 31 March 2024[173] Business Environment and Strategy - Despite positive signs of recovery in Hong Kong, the retail market's recovery has been slower than expected due to changing consumer behaviors and the rise of e-commerce, impacting the business outlook for iSQUARE tenants[181] - The overall downward pressure on rental levels and occupancy rates of iSQUARE remained broadly the same as the previous year, with no significant decline in retail space supply in Tsim Sha Tsui[181] - The Group aims to build a more diversified tenant mix to maintain a sustainable tenant portfolio[184] - The Group has engaged in creative promotions to increase exposure and stimulate consumer spending[184] - The Group is closely monitoring the operating environment to enable prompt adjustments to corporate strategies[194] - The management is committed to maintaining prudent financial management to ensure business resilience[194]

Financial Performance - For the fiscal year ending March 31, 2024, the group's operating profit before changes in investment property valuation was HKD 188.8 million, a decrease of approximately 1.4% compared to the previous fiscal year[14]. - The net gain from investment property valuation for the fiscal year was HKD 230.9 million, compared to a net loss of HKD 1.7077 billion in the previous fiscal year[14]. - The group's profit attributable to equity shareholders for the fiscal year was HKD 193.7 million, recovering from a loss of HKD 759.3 million in the previous fiscal year[17]. - Total revenue for the fiscal year 2024 was HKD 304,557,000, with a gross profit of HKD 207,692,000, compared to revenue of HKD 309,877,000 and gross profit of HKD 222,155,000 in 2023[54]. - The company’s total comprehensive income for the year was HKD 382,080,000, a recovery from a loss of HKD 1,551,556,000 in the previous year[54]. - The company reported a pre-tax profit of 547,224 thousand HKD for the year ended March 31, 2024, compared to 524,693 thousand HKD in the previous year, representing an increase of approximately 4.27%[56]. Dividends - The group declared an interim dividend of HKD 0.06 per share for the fiscal year, up from HKD 0.04 per share in the previous year, and proposed a final dividend of HKD 0.10 per share, compared to HKD 0.09 per share in the previous year[6]. - The company declared a final dividend of HKD 0.09 per share for the fiscal year 2024, up from HKD 0.08 per share in 2023, with total dividends payable amounting to HKD 42,726,000[42]. Assets and Liabilities - The total equity of the group as of March 31, 2024, was HKD 8.2731 billion, an increase from HKD 8.0324 billion as of March 31, 2023[18]. - Total assets as of March 31, 2024, amounted to 8,597,279 thousand HKD, an increase from 8,348,399 thousand HKD as of March 31, 2023, representing a growth of approximately 2.97%[56]. - The total liabilities as of March 31, 2024, were 324,180 thousand HKD, compared to 315,982 thousand HKD in the previous year, showing a slight increase of about 2.5%[56]. - The net asset value as of March 31, 2024, was 8,273,099 thousand HKD, compared to 8,032,417 thousand HKD in the previous year, indicating an increase of about 2.99%[56]. Operational Performance - Rental income from the International Plaza for the fiscal year was approximately HKD 289.7 million, a decline of about 2.4% compared to the previous fiscal year, with an occupancy rate of 73.1%[17]. - The management anticipates stable rental income and operational performance for the next fiscal year despite ongoing challenges in the retail and dining sectors[22]. - The company operates solely in the property leasing segment, with no independent regional reporting due to the nature of its operations in Hong Kong and China[72]. Employee and Administrative Expenses - The number of employees as of March 31, 2024, was 37, with related expenses approximately HKD 30.4 million, down from HKD 31.4 million in the previous year[21]. - The company’s administrative expenses for the fiscal year 2024 were HKD 42,614,000, slightly higher than HKD 42,425,000 in 2023[54]. Risk Management and Compliance - The board believes that the current risk management and internal control systems are sufficient, and there is no immediate need to establish an internal audit function[29]. - The board will review the necessity of establishing an internal audit function annually[31]. - The company confirmed compliance with the standard code for securities trading by all directors as of March 31, 2024[33]. Accounting Policies - The company has maintained the same accounting policies as the previous year, ensuring consistency in financial reporting[60]. - The company does not anticipate any significant impact from the new accounting standards that have been adopted during the current reporting period[63]. Other Income and Foreign Exchange - Other income for the year ended March 31, 2024, was 25,625 thousand HKD, a significant increase from 14,415 thousand HKD in the previous year, reflecting an increase of approximately 77.5%[69]. - The net loss from foreign exchange amounted to (1,946) thousand HKD, which is an improvement compared to (2,766) thousand HKD in the previous year, indicating a reduction in losses[70]. Customer Revenue - Revenue from a single customer accounted for approximately 37,939 thousand HKD, which is about 10% of total revenue, slightly down from 38,133 thousand HKD in the previous year[66].