Core Viewpoint - Easy Ace, a wholly-owned subsidiary of the company, is undergoing voluntary liquidation due to its inability to meet debt obligations, with no significant impact on the group's financial performance expected [1] Group 1: Company Actions - The board of directors has resolved to initiate voluntary liquidation for Easy Ace, effective September 5, 2025 [1] - Easy Ace's only asset is a 14.7% equity investment in Kangzhan Investment, which in turn holds a 54.0% beneficial equity stake in a Chinese entity [1] Group 2: Financial Implications - The book value of Easy Ace's investment is HKD 5.3 million, and the proposed liquidation will result in a write-off of receivables to zero [1] - Despite the write-off, the board believes that the liquidation will not have a significant adverse effect on the group's financial performance and operations [1] Group 3: Trading Status - The company's shares have been suspended from trading on the Hong Kong Stock Exchange since April 2, 2024, pending further notice [1]

Core Viewpoint - 嘉进投资国际 (00310.HK) has announced a conditional placement agreement to issue 500 million shares at a price of HKD 0.090 per share, which represents a discount of approximately 10.00% compared to the last trading price of HKD 0.100 on March 28, 2024 [1] Group 1 - The placement will be fully underwritten by the placement agent [1] - The total estimated proceeds from the placement are approximately HKD 45 million, with a net amount of about HKD 42 million after deducting commissions and other related expenses [1] - The net proceeds are intended for investment acquisitions, redemption of convertible bonds, and general working capital of the group [1]

Core Viewpoint - 嘉进投资国际 (00310) plans to issue 500 million shares, representing approximately 80.50% of the company's enlarged issued share capital after the placement [1] Summary by Relevant Sections - **Share Placement Details** - The placement price is set at HKD 0.090 per share, which is about a 10.00% discount compared to the closing price of HKD 0.100 on March 28, 2024 [1] - **Estimated Proceeds** - The total estimated gross proceeds from the placement are approximately HKD 45 million, with net proceeds estimated at HKD 42 million [1] - **Use of Proceeds** - The net proceeds of HKD 42 million are intended for investment acquisitions, redemption of convertible bonds, and general working capital of the group [1]

（股份代號：00310） 根據特別授權配售新股份 及 繼續暫停買賣 本公司之財務顧問 配售代理 配售事項 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之任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 PROSPERITY INVESTMENT HOLDINGS LIMITED （於百慕達註冊成立之有限公司） 嘉進投資國際有限公司* 於2025年9月5日（交易時段後），本公司與配售代理訂立配售協議，據此，本公司已 有條件同意透過配售代理以每股配售股份0.090港元之配售價向不少於六名承配人 （其本身及其最終實益擁有人（倘適用）均為獨立第三方）配售500,000,000股配售 股份。配售事項由配售代理悉數包銷。 1 假 設 本 公 司 已 發 行 股 本 於 本 公 告 日 期 至 配 售 完 成 日 期 期 間 並 無 任 何 變 動， 500,000,000股配售股份相當於(i)於本公告日期本公司現有已發行股本約412.77%； ...

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之任何損失承擔任何責任。 PROSPERITY INVESTMENT HOLDINGS LIMITED 嘉進投資國際有限公司* （於百慕達註冊成立之有限公司） （股份代號：00310） 有關一間附屬公司建議自動清盤之非常重大出售事項 及 繼續暫停買賣 本公司之財務顧問 建議清盤 董事會謹此宣佈，於2025年9月5日（交易時段後），Easy Ace董事決議將Easy Ace進 行有償債能力之自願清盤。於本公告日期，Easy Ace為本公司之間接全資附屬公 司。Easy Ace之唯一資產為康展投資14.7%股權之投資，而康展投資之唯一投資為 中國實體54.0%之實益股權。 1 於建議清盤開始後，Easy Ace將不再為本公司之附屬公司，其財務狀況及業績亦將 不再併入本集團之財務狀況及業績。由於Easy Ace並無為本集團帶來任何收益，而 投資之賬面值僅為530萬港元，儘管建議清盤將導致應收款項（定義見本公告）撇減 至零，對本集團之財 ...

[Contents](index=2&type=section&id=Contents) [Corporate Information](index=2&type=section&id=Corporate%20Information) The company's corporate information details its Board composition, key committees, principal banks, registered office in Bermuda, and Hong Kong share registrar and stock code [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises one Non-executive Director (Chairman) and four Independent Non-executive Directors, with key committees chaired by or including Independent Non-executive Directors - Board composition: one Non-executive Director (Chairman Liu Gao Yuan) and four Independent Non-executive Directors[2](index=2&type=chunk)[3](index=3&type=chunk) - Audit Committee Chairman: Lui Siu Tsuen; Remuneration Committee Chairman: Fung Nim Shu; Nomination Committee Chairman: Liu Gao Yuan[2](index=2&type=chunk)[3](index=3&type=chunk) [Company Details and Registrars](index=4&type=section&id=Company%20Details%20and%20Registrars) The company's main banks include Bank of China (Hong Kong) Limited and The Bank of East Asia, Limited, with its registered office in Bermuda and principal place of business in Central, Hong Kong - Principal banks: Bank of China (Hong Kong) Limited, The Bank of East Asia, Limited[4](index=4&type=chunk) - Registered office: Bermuda; Principal place of business: Central, Hong Kong[4](index=4&type=chunk) - Hong Kong Share Registrar: Tricor Secretaries Limited[5](index=5&type=chunk) - Stock code: 00310 on the Hong Kong Stock Exchange[6](index=6&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights a challenging FY2024 with low productivity, rising global interest rates, and geopolitical tensions, while the Group strengthens its financial position through convertible bonds and equity financing - FY2024 faced a macro environment of low productivity, rising global interest rates, and geopolitical tensions[7](index=7&type=chunk)[9](index=9&type=chunk) - Local property and retail markets continued to decline, with economic recovery facing challenges[7](index=7&type=chunk)[9](index=9&type=chunk) - The company strengthened its financial position by issuing convertible notes and actively exploring equity financing opportunities[8](index=8&type=chunk)[9](index=9&type=chunk) [Management Discussion](index=6&type=section&id=Management%20Discussion) The Management Discussion covers the Group's strategic focus on investment management and capital raising, its financial performance including a narrowed loss, and significant liquidity challenges, alongside its outlook and operational details [Business and Operational Review](index=6&type=section&id=Business%20and%20Operational%20Review) In 2024, the Group focused on managing existing investments, optimizing operating costs, and raising new capital, with share trading suspended since April 2024 due to a disclaimer of opinion on 2023 financial statements - In 2024, the Group focused on managing existing investments, optimizing operating costs, and raising new capital[12](index=12&type=chunk)[15](index=15&type=chunk) - Due to the auditor's disclaimer of opinion on the 2023 financial statements, the company's shares were suspended from trading in April 2024, and efforts are underway to resume trading[12](index=12&type=chunk)[15](index=15&type=chunk) - The disposal of most listed investments during the year led to a significant decrease in total gains from financial assets at fair value through profit or loss[13](index=13&type=chunk)[16](index=16&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) The Group's loss after tax narrowed to HK$17.3 million in 2024 (2023: HK$22.4 million), primarily due to controlled administrative and finance costs - **2024 and 2023 Key Financial Data Comparison** ``` | Indicator | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Loss after tax | (17,300) | (22,400) | | Administrative expenses | (9,000) | (9,400) | | Investment management expenses | (480) | (560) | | Finance costs | (706) | (997) | ``` - The narrowing of loss was mainly due to effective control over administrative expenses and finance costs[17](index=17&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) - Fair value loss recognized in other comprehensive expenses was **HK$0** (2023: HK$14.894 million), primarily related to impairment of the China lead-zinc mine investment[18](index=18&type=chunk)[21](index=21&type=chunk) [Results for the Year](index=7&type=section&id=Results%20for%20the%20Year) The Group recorded a loss after tax of approximately HK$17.3 million for the year, a reduction from HK$22.4 million in 2023, mainly due to fair value changes in listed equity investments and controlled administrative expenses - Loss after tax in 2024 was approximately **HK$17.3 million**, a decrease compared to a loss of **HK$22.4 million** in 2023[17](index=17&type=chunk)[20](index=20&type=chunk) - The loss was primarily due to fair value changes in listed equity investments at fair value through profit or loss, resulting in a loss of approximately **HK$0.3 million** (2023: HK$5.2 million) due to stock market volatility[22](index=22&type=chunk) - Administrative expenses were approximately **HK$9.0 million** (2023: HK$9.4 million), benefiting from cost control[22](index=22&type=chunk) [Gross Proceeds from Operations/Revenue](index=8&type=section&id=Gross%20Proceeds%20from%20Operations%2FRevenue) Gross proceeds from the disposal of financial assets at fair value through profit or loss significantly decreased to HK$4.337 million in 2024 from HK$16.504 million in 2023 - **Gross Proceeds from Operations/Revenue (HK$ thousand)** ``` | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Gross proceeds from disposal of financial assets at FVTPL (revenue nature) | 4,337 | 16,504 | | Dividend income | 6 | 30 | | **Total** | **4,343** | **16,534** | ``` - Gross proceeds from the disposal of financial assets at fair value through profit or loss (revenue nature) significantly decreased compared to 2023[24](index=24&type=chunk)[25](index=25&type=chunk) [Other Losses](index=8&type=section&id=Other%20Losses) Total other losses in 2024 amounted to HK$7.369 million, primarily from fair value changes of financial assets at fair value through profit or loss, including realized and unrealized losses - **Composition of Other Losses (HK$ thousand)** ``` | Type | 2024 | 2023 | | :--- | :--- | :--- | | **Fair value changes of financial assets at FVTPL** | | | | - Realized loss (revenue nature) | (6,642) | (732) | | - Realized loss (capital nature) | (490) | (3,839) | | - Unrealized loss (revenue nature) | (237) | (5,180) | | - Unrealized loss (capital nature) | — | (1,726) | | **Total** | **(7,369)** | **(11,477)** | ``` - Total other losses in 2024 were **HK$7.369 million**, a decrease from **HK$11.477 million** in 2023[27](index=27&type=chunk) [Administrative Expenses](index=9&type=section&id=Administrative%20Expenses) Administrative expenses decreased to approximately HK$9.0 million in 2024 from HK$9.4 million in 2023, mainly due to cost control, with staff remuneration being the largest expense item - Administrative expenses decreased from **HK$9.4 million** in 2023 to **HK$9.0 million** in 2024, primarily due to cost control[22](index=22&type=chunk)[29](index=29&type=chunk)[34](index=34&type=chunk) - Staff remuneration was the largest expense, amounting to **HK$6.037 million** in 2024, accounting for approximately **67%** of administrative expenses (2023: 57%)[29](index=29&type=chunk)[34](index=34&type=chunk) [Investment Management Expenses](index=9&type=section&id=Investment%20Management%20Expenses) Investment management expenses decreased to HK$0.48 million in 2024 from HK$0.56 million in 2023, attributed to a revised investment management agreement with Rich Concept Capital - Investment management expenses decreased from **HK$0.56 million** in 2023 to **HK$0.48 million** in 2024[17](index=17&type=chunk)[20](index=20&type=chunk)[30](index=30&type=chunk)[35](index=35&type=chunk) - The monthly management fee was reduced from **HK$80,000** to **HK$40,000** from March 1, 2023, until the contract expired on December 31, 2024[31](index=31&type=chunk)[35](index=35&type=chunk) [Finance Costs](index=9&type=section&id=Finance%20Costs) Finance costs decreased to HK$0.706 million in 2024 from HK$0.997 million in 2023, mainly due to a significant reduction in margin loan interest after repayment - Finance costs decreased from **HK$0.997 million** in 2023 to **HK$0.706 million** in 2024[17](index=17&type=chunk)[20](index=20&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) - Interest expenses on margin loans from securities brokers decreased from **HK$0.994 million** in 2023 to **HK$0.162 million** in 2024, primarily due to margin loan repayment[33](index=33&type=chunk)[36](index=36&type=chunk) - Interest expenses on convertible notes increased from **HK$3 thousand** in 2023 to **HK$0.544 million** in 2024[513](index=513&type=chunk) [Investments and Liquidity](index=10&type=section&id=Investments%20and%20Liquidity) The Group aims to enhance shareholder value through investments, but faced a significant decrease in cash and a sharp rise in gearing ratio to 268.23% by year-end 2024 - The Group's investment objective is to enhance shareholder value, with a strategy to identify and invest in listed and unlisted projects with growth potential[38](index=38&type=chunk)[41](index=41&type=chunk) - As of December 31, 2024, cash and cash equivalents were approximately **HK$0.334 million** (2023: HK$4.017 million), and margin loans were cleared (2023: HK$2.415 million)[48](index=48&type=chunk)[52](index=52&type=chunk) - The gearing ratio significantly increased from **66.33%** in 2023 to **268.23%** in 2024[54](index=54&type=chunk)[59](index=59&type=chunk) [Significant Investments](index=10&type=section&id=Significant%20Investments) As of December 31, 2024, the Group held a 14.7% equity interest in Koncentra Investments Limited, which indirectly holds a 7.94% minority interest in a China lead-zinc mine entity, with substantial unrealized losses - As of December 31, 2024, the Group held a **14.7%** equity interest in Koncentra Investments Limited, which indirectly holds a **7.94%** minority interest in a China lead-zinc mine entity[40](index=40&type=chunk)[43](index=43&type=chunk) - The fair value of the investment in Koncentra Investments remained at **HK$5.293 million**, but unrealized losses amounted to **HK$48.753 million**[44](index=44&type=chunk) - This investment is substantial, accounting for **86.5%** of the Group's total assets[44](index=44&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) As of December 31, 2024, the Group's cash and cash equivalents significantly decreased to HK$0.334 million, margin loans were cleared, but loans from directors and a subsidiary director increased - **Liquidity and Financial Resources (HK$ thousand)** ``` | Indicator | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 334 | 4,017 | | Loans from securities brokers | 0 | 2,415 | | Loans from directors | 1,000 | 600 | | Loans from a subsidiary director | 1,160 | 1,140 | ``` - All loans from directors and a subsidiary director are interest-free, repayable on demand, and unsecured by the company[48](index=48&type=chunk)[52](index=52&type=chunk) [Gearing Ratio](index=12&type=section&id=Gearing%20Ratio) As of December 31, 2024, the Group's gearing ratio (total liabilities/total assets) significantly increased to 268.23% from 66.33% in 2023, indicating a substantial rise in financial leverage - The gearing ratio significantly increased from **66.33%** in 2023 to **268.23%** in 2024[54](index=54&type=chunk)[59](index=59&type=chunk) [Capital Structure](index=12&type=section&id=Capital%20Structure) The Group's financial policy primarily relies on shareholders' funds and internal resources for investment activities and daily operations, with no foreign exchange hedging policy - The Group primarily utilizes shareholders' funds and internal resources for investment and daily operations[55](index=55&type=chunk)[60](index=60&type=chunk) - Funds are mainly held in Hong Kong Dollars, and there is no foreign exchange hedging policy[55](index=55&type=chunk)[60](index=60&type=chunk) [Outlook and Other Information](index=12&type=section&id=Outlook%20and%20Other%20Information) Management is actively exploring options to meet resumption conditions and raise capital, with trading suspended since April 2024 due to a disclaimer of opinion - Management is exploring options to meet resumption conditions and raise equity capital to seize investment opportunities[56](index=56&type=chunk)[61](index=61&type=chunk) - The company's shares were suspended from trading on April 2, 2024, due to the auditor's disclaimer of opinion on the financial statements[57](index=57&type=chunk)[62](index=62&type=chunk) - The company is taking appropriate measures to comply with the Stock Exchange's resumption guidance[58](index=58&type=chunk)[62](index=62&type=chunk) [Outlook](index=12&type=section&id=Outlook) The Hong Kong capital market appears to be recovering, and the company is actively exploring options to resume share trading and raise equity capital to enhance its balance sheet and seize investment opportunities - The Hong Kong capital market is recovering, and the company seeks to resume share trading and raise equity capital[56](index=56&type=chunk)[61](index=61&type=chunk) - The goal is to strengthen the balance sheet, seize domestic and international investment opportunities, and enhance shareholder value[56](index=56&type=chunk)[61](index=61&type=chunk) [Suspension of Trading](index=12&type=section&id=Suspension%20of%20Trading) The company's shares were suspended from trading on the Stock Exchange from 9:00 a.m. on April 2, 2024, due to the auditor's disclaimer of opinion on the 2023 financial statements - Shares were suspended from trading on April 2, 2024, due to the auditor's disclaimer of opinion on the 2023 financial statements[57](index=57&type=chunk)[62](index=62&type=chunk) - The company has received resumption guidance from the Stock Exchange and is taking measures to comply[58](index=58&type=chunk)[62](index=62&type=chunk) [Other Operational Details (Charges, Litigation, FX, Acquisitions, Customers/Suppliers)](index=13&type=section&id=Other%20Operational%20Details%20(Charges%2C%20Litigation%2C%20FX%2C%20Acquisitions%2C%20Customers%2FSup-pliers)) As of the year-end, the Group had no outstanding litigation, insignificant foreign exchange risk, no major acquisitions or disposals, and no principal customers or suppliers - As of the year-end, there were no outstanding legal proceedings or contingent liabilities[64](index=64&type=chunk)[65](index=65&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - Foreign exchange fluctuation risk is insignificant, and the Group has no foreign exchange hedging policy[66](index=66&type=chunk)[67](index=67&type=chunk)[72](index=72&type=chunk) - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year[68](index=68&type=chunk)[73](index=73&type=chunk) - Due to the nature of its business, the Group has no principal customers or suppliers[75](index=75&type=chunk)[78](index=78&type=chunk) [Employee and Remuneration Policies](index=14&type=section&id=Employee%20and%20Remuneration%20Policies) As of the year-end, the Group had 6 employees and 5 directors, with a remuneration policy aimed at providing competitive treatment and encouraging professional development - As of the year-end, the Group had **6 employees** and **5 directors**[76](index=76&type=chunk)[79](index=79&type=chunk) - The remuneration policy aims to provide competitive treatment and is reviewed annually by the Remuneration Committee[76](index=76&type=chunk)[79](index=79&type=chunk) - The Group encourages employees to participate in on-the-job training and continuous professional development, reimbursing related expenses[77](index=77&type=chunk)[79](index=79&type=chunk) [Directors' Report](index=15&type=section&id=Directors'%20Report) The Directors' Report covers general information, Board composition, shareholder details, corporate governance, risk management, stakeholder relations, and post-reporting events [General Information](index=15&type=section&id=General%20Information) The company's principal business is investment holding, with no dividend recommended for the year and no charitable donations made by the Group - The company is an investment holding company, with details of principal subsidiaries' businesses in Note 29 to the consolidated financial statements[81](index=81&type=chunk)[87](index=87&type=chunk) - The Board does not recommend the payment of a dividend for the year (2023: nil)[82](index=82&type=chunk)[88](index=88&type=chunk) - The Group made no charitable donations during the year (2023: HK$0)[85](index=85&type=chunk)[91](index=91&type=chunk) [Board of Directors](index=16&type=section&id=Board%20of%20Directors) The Board consists of one Non-executive Director and four Independent Non-executive Directors, with certain directors retiring and seeking re-election, and appropriate insurance maintained for potential legal actions - The Board of Directors comprises one Non-executive Director and four Independent Non-executive Directors[92](index=92&type=chunk)[93](index=93&type=chunk) - Mr. Liu Gao Yuan (Non-executive Director and Chairman) and Ms. Wong Lai Kin (Independent Non-executive Director) will retire and seek re-election at the upcoming AGM[92](index=92&type=chunk)[93](index=93&type=chunk) - All Independent Non-executive Directors have confirmed their independence in accordance with the Listing Rules[112](index=112&type=chunk)[116](index=116&type=chunk) - The company has purchased and maintained appropriate insurance coverage for potential legal proceedings against directors[114](index=114&type=chunk)[117](index=117&type=chunk) [Directors' Composition and Re-election](index=16&type=section&id=Directors'%20Composition%20and%20Re-election) The Board includes one Non-executive Director (Chairman) and four Independent Non-executive Directors, with two directors retiring and eligible for re-election at the upcoming AGM - The Board comprises one Non-executive Director and four Independent Non-executive Directors[92](index=92&type=chunk)[93](index=93&type=chunk) - Mr. Liu Gao Yuan and Ms. Wong Lai Kin will retire and seek re-election at the upcoming Annual General Meeting[92](index=92&type=chunk)[93](index=93&type=chunk) [Biographical Details of Directors and Senior Management](index=16&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) The report provides detailed biographical information for all directors and senior management, including their extensive experience and remuneration, such as Mr. Liu Gao Yuan's monthly fee of HK$0.2 million - Mr. Liu Gao Yuan (74 years old) has over 45 years of international corporate development and management experience, with a monthly remuneration of **HK$0.2 million** in 2024[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - Mr. Lui Siu Tsuen (69 years old) is a Fellow of the Hong Kong Institute of Certified Public Accountants, with over 30 years of experience in property investment, corporate finance, and media entertainment[99](index=99&type=chunk)[103](index=103&type=chunk) - Mr. Fung Nim Shu (59 years old) has over 28 years of experience in investment and mergers and acquisitions in China and Southeast Asia[100](index=100&type=chunk)[103](index=103&type=chunk) - Ms. Wong Lai Kin (59 years old) is a solicitor of the High Court of Hong Kong and a Chartered Financial Analyst, with over 30 years of legal experience[101](index=101&type=chunk)[104](index=104&type=chunk) - Mr. Yip Kwok Kwong (64 years old) is a Chartered Valuation Surveyor, with over 30 years of experience in valuation, surveying, and business development[105](index=105&type=chunk)[109](index=109&type=chunk) - Mr. Wan Tat Kee (68 years old) is the Financial Controller and Company Secretary, with over 30 years of experience in auditing and financial management[108](index=108&type=chunk)[110](index=110&type=chunk) - Independent Non-executive Directors each receive an annual remuneration of **HK$0.1 million**[107](index=107&type=chunk)[109](index=109&type=chunk) [Directors' Service Contracts and Independence](index=20&type=section&id=Directors'%20Service%20Contracts%20and%20Independence) No directors proposed for re-election have service contracts not terminable within one year without compensation, and all independent non-executive directors have confirmed their independence - No directors have entered into service contracts not terminable within one year without payment of compensation (other than statutory compensation)[111](index=111&type=chunk)[115](index=115&type=chunk) - All Independent Non-executive Directors have confirmed their independence, and the company considers them all to be independent[112](index=112&type=chunk)[116](index=116&type=chunk) [Permitted Indemnity Provision](index=20&type=section&id=Permitted%20Indemnity%20Provision) Directors are indemnified from company assets and profits against all actions, costs, losses, etc., incurred in their duties, except for fraud or dishonesty, with appropriate insurance maintained - Directors are indemnified from company assets and profits, except for fraud or dishonesty[113](index=113&type=chunk)[117](index=117&type=chunk) - The company has purchased and maintained appropriate insurance coverage for directors against potential legal proceedings[114](index=114&type=chunk)[117](index=117&type=chunk) [Shareholder Information](index=21&type=section&id=Shareholder%20Information) As of year-end, Mr. Liu Gao Yuan and his spouse held a combined 26.44% stake, with no share or convertible note purchase/redemption arrangements by the company or directors, and no pre-emptive rights - **Directors' and Substantial Shareholders' Long Positions in Shares (as of December 31, 2024)** ``` | Name/Company Name | Personal Interest (shares) | Family Interest (shares) | Corporate Interest (shares) | Total Interest (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Liu Gao Yuan | 5,340,000 | 26,689,084 | 26,689,084 | 32,029,084 | 26.44% | | Full Honour Development Limited | – | – | 26,689,084 | 26,689,084 | 22.03% | | Sun Matrix Limited | – | – | 26,689,084 | 26,689,084 | 22.03% | | Lan Yi | – | – | 26,689,084 | 32,029,084 | 26.44% | ``` - Mr. Liu Gao Yuan and his spouse, Ms. Lan Yi, collectively held **26.44%** of the company's shares[121](index=121&type=chunk)[125](index=125&type=chunk) - During the reporting period, neither the company nor its subsidiaries entered into any arrangements for the purchase, sale, or redemption of shares or convertible notes[127](index=127&type=chunk)[130](index=130&type=chunk) - There are no pre-emptive rights provisions in the company's bye-laws or Bermuda company law[159](index=159&type=chunk)[164](index=164&type=chunk) [Directors' and Chief Executive's Interests](index=21&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of year-end, Mr. Liu Gao Yuan held a long position of 32.029 million shares, representing 26.44% of the issued share capital, through personal and corporate interests - **Mr. Liu Gao Yuan's Long Position in Shares (as of December 31, 2024)** ``` | Interest Type | Number of Shares | | :--- | :--- | | Personal Interest | 5,340,000 | | Family Interest | 26,689,084 | | Corporate Interest | 26,689,084 | | **Total Interest** | **32,029,084** | | **Percentage of Issued Share Capital** | **26.44%** | ``` - Mr. Liu Gao Yuan indirectly held shares through Sun Matrix Limited, a company jointly controlled by him and his spouse[121](index=121&type=chunk) [Substantial Shareholders](index=22&type=section&id=Substantial%20Shareholders) As of year-end, substantial shareholders included Full Honour Development Limited and Sun Matrix Limited, each holding 22.03% of shares, with Mr. Liu Gao Yuan and his spouse controlling 26.44% combined - **Substantial Shareholders' Long Positions in Shares (as of December 31, 2024)** ``` | Shareholder Name | Corporate Interest (shares) | Total Interest (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Full Honour Development Limited | 26,689,084 | 26,689,084 | 22.03% | | Sun Matrix Limited | 26,689,084 | 26,689,084 | 22.03% | | Liu Gao Yuan* | 26,689,084 | 32,029,084 | 26.44% | | Lan Yi | 26,689,084 | 32,029,084 | 26.44% | ``` - Full Honour Development Limited is wholly controlled by Sun Matrix Limited, which is 50% controlled by Mr. Liu Gao Yuan and 50% by his spouse, Ms. Lan Yi[125](index=125&type=chunk) [Arrangements to Purchase Shares or Convertible Notes](index=23&type=section&id=Arrangements%20to%20Purchase%20Shares%20or%20Convertible%20Notes) During the year, neither the company nor its subsidiaries entered into any arrangements for directors to benefit from purchasing company shares or convertible notes - During the year, neither the company nor its subsidiaries entered into any arrangements enabling directors to benefit from purchasing company shares or convertible notes[127](index=127&type=chunk)[130](index=130&type=chunk) - No directors, chief executives, their spouses, or children under 18 had any rights to subscribe for the company's securities[127](index=127&type=chunk)[130](index=130&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts of Significance](index=23&type=section&id=Directors'%20Interests%20in%20Transactions%2C%20Arrangements%20or%20Contracts%20of%20Significance) As of the year-end or at any time during the year, neither the company nor its subsidiaries entered into any significant transactions, arrangements, or contracts in which directors had a material interest - During the year, neither the company nor its subsidiaries entered into any significant transactions, arrangements, or contracts in which directors had a material interest[128](index=128&type=chunk)[131](index=131&type=chunk) [Corporate Governance & Risk](index=23&type=section&id=Corporate%20Governance%20%26%20Risk) The company's investment management agreement with Rich Concept Capital saw reduced fees, while it manages global economic volatility risks through experienced teams and adheres to environmental and regulatory compliance - The company's investment management agreement with Rich Concept Capital had its monthly management fee reduced from **HK$80,000** to **HK$40,000** from March 2023[134](index=134&type=chunk)[140](index=140&type=chunk) - The Group's primary risk is the impact of global economic volatility on investment prices and values[145](index=145&type=chunk) - To mitigate risks, the Group employs experienced investment executives and managers to manage a diversified investment portfolio, which is regularly reviewed[145](index=145&type=chunk) - The Group implements environmental protection measures in its daily operations, such as paper recycling and energy saving[146](index=146&type=chunk)[151](index=151&type=chunk) - The company complies with relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws, and engages legal and compliance advisors[148](index=148&type=chunk)[152](index=152&type=chunk) [Connected Transaction (Investment Management Agreement)](index=23&type=section&id=Connected%20Transaction%20(Investment%20Management%20Agreement)) The company's investment management agreement with Rich Concept Capital, effective until December 31, 2024, had its monthly management fee reduced from HK$80,000 to HK$40,000 from March 2023 - The company entered into an investment management agreement with Rich Concept Capital, appointing it as investment manager until December 31, 2024[129](index=129&type=chunk)[132](index=132&type=chunk) - The agreement stipulated a fixed monthly management fee of **HK$80,000** and a potential discretionary bonus of up to **HK$0.2 million**[133](index=133&type=chunk) - The monthly management fee was revised from **HK$80,000** to **HK$40,000** on March 21, 2023[134](index=134&type=chunk)[140](index=140&type=chunk) - The Board confirmed that this connected transaction was entered into on normal commercial terms, fair and reasonable, and in the overall interests of the shareholders[137](index=137&type=chunk)[141](index=141&type=chunk) [Management Contracts](index=24&type=section&id=Management%20Contracts) Apart from the investment management agreement, no other management and administration contracts concerning the whole or any substantial part of the company's business were entered into or existed during the year - Apart from the investment management agreement, no other significant management contracts existed during the year[139](index=139&type=chunk)[142](index=142&type=chunk) [Principal Risks and Uncertainties](index=25&type=section&id=Principal%20Risks%20and%20Uncertainties) The Group's primary risks stem from global economic volatility impacting the profitability of commercial enterprises and stock markets, leading to potential declines in investment values - The Group's principal activities are affected by global economic volatility, facing risks of declining investment prices and values[145](index=145&type=chunk) - Net asset value is a key performance indicator, reflecting the Group's value[143](index=143&type=chunk)[144](index=144&type=chunk) - Risks are mitigated by engaging experienced investment executives and regularly reviewing the diversified investment portfolio[145](index=145&type=chunk) [Environment Policies and Performance](index=26&type=section&id=Environment%20Policies%20and%20Performance) The Group promotes environmental protection in its daily business operations, including paper recycling and energy saving, and will review and consider further eco-friendly measures - The Group promotes environmental protection in its daily operations, including recycling consumables and saving energy[146](index=146&type=chunk)[151](index=151&type=chunk) - The Group will periodically review its environmental practices and consider further eco-friendly measures[146](index=146&type=chunk)[151](index=151&type=chunk) [Compliance with Laws and Regulations](index=26&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The Group adheres to relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws, and employs legal and compliance advisors to ensure operational compliance - The Group complies with relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws[148](index=148&type=chunk)[152](index=152&type=chunk) - The Board found no material non-compliance and engages legal and compliance advisors when necessary[148](index=148&type=chunk)[152](index=152&type=chunk) [Stakeholder Relations & Other Policies](index=26&type=section&id=Stakeholder%20Relations%20%26%20Other%20Policies) The Group values employees and shareholders, maintaining communication to enhance value, has no major customers/suppliers, and the Board's dividend policy considers various financial factors - The Group considers employees and shareholders as key stakeholders, committed to enhancing shareholder value[149](index=149&type=chunk)[153](index=153&type=chunk)[156](index=156&type=chunk)[161](index=161&type=chunk) - The company did not purchase, sell, or redeem any shares during the year[158](index=158&type=chunk)[163](index=163&type=chunk) - The company has no pre-emptive rights provisions[159](index=159&type=chunk)[164](index=164&type=chunk) - The Board may declare dividends at its discretion, considering factors such as distributable reserves, performance, economic outlook, liquidity, and capital requirements[166](index=166&type=chunk) [Relationship with Stakeholders (Employees, Shareholders, Customers/Suppliers)](index=26&type=section&id=Relationship%20with%20Stakeholders%20(Employees%2C%20Shareholders%2C%20Customers%2FSup-pliers)) The Group values employees as its most valuable asset, providing competitive compensation and a safe working environment, and maintains regular communication with shareholders to enhance asset value - Employees are the Group's most valuable asset, provided with competitive remuneration and a healthy and safe working environment[150](index=150&type=chunk)[154](index=154&type=chunk) - The Group maintains regular communication with shareholders through AGMs and announcements, committed to enhancing asset value and profitability[156](index=156&type=chunk)[161](index=161&type=chunk) - Due to the nature of its business, the Group has no principal customers or suppliers[157](index=157&type=chunk)[162](index=162&type=chunk) [Purchase, Sale or Redemption of Shares of the Company](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares%20of%20the%20Company) Neither the company nor its subsidiaries purchased, sold, or redeemed any shares during the year - Neither the company nor its subsidiaries purchased, sold, or redeemed any shares during the year[158](index=158&type=chunk)[163](index=163&type=chunk) [Pre-Emptive Rights & Tax Relief](index=27&type=section&id=Pre-Emptive%20Rights%20%26%20Tax%20Relief) The company's articles of association and Bermuda company law do not contain pre-emptive rights, and no tax

於2025年9月30日（星期二）上午10時30分舉行之股東週年大會（及其任何續會）適用之代表委任表格 本人╱吾等 （附註1） PROSPERITY INVESTMENT HOLDINGS LIMITED 嘉進投資國際有限公司* （於百慕達註冊成立之有限公司） （股份代號：00310） 代表委任表格 地址為 ， 為本人╱吾等之代表出席本公司於2025年9月30日（星期二）上午10時30分假座香港金鐘金鐘道95號統一中心10樓統一會議中心1號廳舉行之股東 週年大會（及其任何續會），並代表本人╱吾等如下所示參加投票 （附註4） 或就會上所提呈之任何決議案或動議進行投票，如無該等指示，則由本人╱ 吾等之代表酌情投票。 | | 普通決議案 | （附註4） 贊成 | （附註4） 反對 | | --- | --- | --- | --- | | 1. | 省覽、考慮及採納本公司截至2024年12月31日止年度之經審核財務報表、董事會報告及獨立核數師 | | | | | 報告 | | | | 2A. | 重選劉高原先生為本公司非執行董事 | | | | 2B. | 重選黃麗堅小姐（已服務逾9年）為本公司獨立非執行董事 | | ...

閣下如對本通函任何方面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。 閣下如已出售或轉讓名下所有嘉進投資國際有限公司（「本公司」）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承讓人或經手買賣之銀行、股票經紀或其他代理商，以便轉 交買主或承讓人。 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，並明確表示，概不對因本通函全部或任何部分內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 PROSPERITY INVESTMENT HOLDINGS LIMITED 嘉進投資國際有限公司* （於百慕達註冊成立之有限公司） （股份代號：00310） (1)重選退任董事； (2)購回股份及 發行新股份之一般授權； 及 (3)股東週年大會通告 本公司謹訂於2025年9月30日（星期二）上午十時三十分假座香港金鐘金鐘道95號統一中心 10樓統一會議中心1號廳舉行股東週年大會，召開大會之通告載於本通函第AGM-1至AGM-5 頁。倘 閣下無意出席大會，務請 閣下按照隨附之代表委任表格上 ...

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。 股東週年大會通告 茲通告Prosperity Investment Holdings Limited嘉進投資國際有限公司*（「本公司」）謹 訂於2025年9月30日（星期二）上午10時30分假座香港金鐘金鐘道95號統一中心10樓統 一會議中心1號廳舉行股東週年大會，以考慮並酌情通過（不論有否經修訂）以下決 議案： 普通決議案 1 1. 省覽、考慮及採納本公司截至2024年12月31日止年度之經審核財務報表、董事 會報告及獨立核數師報告。 2A. 重選劉高原先生為本公司非執行董事； 2B. 重選黃麗堅女士為本公司獨立非執行董事（彼已擔任超過九年）；及 2C. 授權本公司董事會釐定本公司董事之酬金。 3. 續聘容誠（香港）會計師事務所有限公司（前稱先機會計師行有限公司），為本公 司之核數師並授權本公司董事會釐定其酬金。 * 僅供識別 4. 考慮並酌情通過（不論有否經修訂）下列決議案為本公司之普通決議案： A ...

PROSPERITY INVESTMENT HOLDINGS LIMITED 嘉進投資國際有限公司* (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號：00310) NOTIFICATION LETTER 通知信函 8 Sep 2025 Dear Registered Shareholder, Prosperity Investment Holdings Limited (the "Company") Notification of publication of (i) Annual Report 2024; (ii) Circular together with Notice of Annual General Meeting; and (iii) Proxy Form (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Commun ...