香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本通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。 茲通告Alco Holdings Limited謹訂於二零二五年八月二十九日（星期五）下午二時正假座香 港新界沙田安耀街2號新都廣場11樓召開股東週年大會，以便討論下列事項： 「動議： (a) 在本決議案(c)段之規限下，謹此一般及無條件批准本公司董事於有關期間（定 義見下文）內行使本公司之一切權力，以配發、發行及處理本公司股本中每股 面值0.01港元之額外股份（「股份」）及訂立或授出可能須行使該項權力之建議、 協議及購股權； – 1 – （股份代號：328） （於百慕達註冊成立之有限公司） 網址：http://www.alco.com.hk 股東週年大會通告 1. 省覽及考慮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及董事會與 核數師報告； 2. 重選本公司下列退任董事： (i) 重選鄭育興先生為執行董事。 (ii) 重選田軼先生為非執行董事。 (iii) 重選邊文斌先生為非執行董事。 (i ...

此乃要件 請即處理 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交易商、 銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有Alco Holdings Limited之股份，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或轉讓之銀行、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文件之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示概不就因本文件全部或任何部份內容而產生或因依賴該等內容而引致之任何 損失承擔任何責任。 （股份代號：328） （於百慕達註冊成立之有限公司） 網址：http://www.alco.com.hk (1) 重選董事； (2) 發行及購回股份之一般授權； 及 (3) 股東週年大會通告 謹訂於二零二五年八月二十九日（星期五）下午兩時正假座香港新界沙田安耀街2號新都廣場11樓舉行二零 二五年度股東週年大會，召開大會之通告隨附本通函。 如 閣下不打算出席大會，務請按隨附之代表委任表格上印列之指示填妥表格，並盡快交回本公司之香港 主要營業地點公司秘書收， ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | | | | | 狀態: 新提交 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | | | 公司名稱: | Alco Holdings Limited | | | | | | | | 呈交日期: | 2025年8月6日 | | | | | | | | I. 法定/註冊股本變動 | | | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | 證券代號 (如上市) | 00328 | 說明 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 30,000,000,000 HKD | | 0.01 HKD | | 300,000,000 | | 增加 / 減少 (-) | | | | HKD | | | --- | - ...

茲提述Alco Holdings Limited（「本公司」，連同附屬公司統稱「本集團」）日期為二零 二五年七月八日之公告，內容有關（ 其中包括 ）建議股本重組及建議按於記錄日期 營業時間結束時每持有一(1)股經調整股份獲發四(4)股供股股份的基準以非包銷基 準進行供股（「該公告」）。除另有定義者外，本公告所用詞彙與該公告所界定者應 具有相同涵義。 誠 如 該 公 告 所 述 ， 一 份 載 有（ 其 中 包 括 ）(i) 股 本 重 組 詳 情 ； (ii) 有 關 配 售 協 議 、 供 股 及其 項下 擬 進行 交易 的進 一 步資 料； (iii) 獨 立董 事 委員 會就 供 股致 獨立 股 東的 推 薦 建 議 函 件 ； (iv) 獨 立 財 務 顧 問 就 供 股 致 獨 立 董 事 委 員 會 及 獨 立 股 東 的 意 見 函 件；(v)上市規則規定的其他資料；及(vi)股東特別大會通告的通函預期將於二零 二五年八月一日（ 星期五 ）或之前寄發予股東。 由於本公司需要額外時間最終確定將載入通函之資料，故通函之寄發日期預計將 延遲至二零二五年八月二十五日（ 星期一 ）或之前。 – 1 – 該 ...

[Company Information](index=3&type=section&id=Company%20Information) The report details core company information including board members, company secretary, principal bankers, auditors, legal advisors, and registered office - The report provides detailed core company information, including board members, company secretary, principal bankers, auditors, legal advisors, and registered office[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) [Group Performance and Dividends](index=4&type=section&id=Group%20Performance%20and%20Dividends) The Group's FY2025 performance significantly declined with a **33%** year-on-year decrease in turnover, turning from profit to loss, with a loss of **HKD 64 million** from continuing operations, while prior year's profit was primarily from one-off gains from discontinued operations, and the Board does not recommend a final dividend FY2025 Performance Overview (Continuing Operations) | Indicator | Year Ended March 31, 2025 | Year Ended March 31, 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Turnover | HKD 99 million | HKD 148 million | -33% | | Gross Profit | HKD 5 million | HKD 9 million | -44% | | Annual (Loss)/Profit | (HKD 64 million) | HKD 592 million | From Profit to Loss | - The high profit in FY2024 was primarily due to a one-off gain of **HKD 596 million** from deconsolidation of discontinued operations and **HKD 78 million** from deconsolidation of a subsidiary, not from core business operations[6](index=6&type=chunk) - The Board does not recommend a final dividend for the financial year ended March 31, 2025[7](index=7&type=chunk) [Business Review](index=4&type=section&id=Business%20Review) The Group's core business is proprietary brand notebooks and tablets, transitioning from in-house manufacturing to outsourced ODM/OEM, which, despite generating gross profit, faces a challenging business environment and financial difficulties, necessitating new product and market development and reliance on capital market financing for operations - The core business involves developing and selling proprietary brand notebooks and tablets[8](index=8&type=chunk) - The company is transitioning from in-house manufacturing to outsourced ODM and OEM models, which has generated gross profit, but the overall financial condition remains challenging[8](index=8&type=chunk) - The company will continue to rely on capital markets for fundraising to address financial challenges and seek a stable and profitable operating model[8](index=8&type=chunk) [Outlook](index=5&type=section&id=Outlook) The Group maintains cautious optimism for the future, focusing on strategic objectives including optimizing operational efficiency, exploring business collaborations to enhance competitiveness, and planning capital market financing through rights issues to support strategic investments and future growth - Operational Optimization: Continued implementation of headcount reductions, process improvements, and cost control measures to enhance efficiency[11](index=11&type=chunk) - Business Collaboration: Actively exploring strategic partnerships, technological innovation, and product diversification to seize new market opportunities[11](index=11&type=chunk) - Capital Market Financing: Plans to explore financing options such as rights issues to raise funds for strategic investments and growth initiatives[11](index=11&type=chunk) [Biographical Details of Directors](index=5&type=section&id=Biographical%20Details%20of%20Directors) [Directors' Biographies](index=5&type=section&id=Directors%27%20Biographies) This section provides detailed personal backgrounds, professional experience, and industry qualifications of the company's executive, non-executive, and independent non-executive directors, who collectively possess extensive experience across banking, investment, finance, accounting, corporate management, and information technology - Executive Director Ms. Liu Li Ping possesses over **27 years** of experience in banking, investment, and education[12](index=12&type=chunk) - Non-Executive Director Mr. Bian Wenbin has over **15 years** of financial experience and has led intelligent transformation in financial and legal services[14](index=14&type=chunk)[15](index=15&type=chunk) - The independent non-executive director team possesses diverse professional backgrounds in accounting, corporate finance, business administration, and engineering, with several members holding directorships in other listed companies[16](index=16&type=chunk)[17](index=17&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) [Corporate Governance Report](index=10&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices and the Board](index=10&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to high standards of corporate governance and has complied with the Corporate Governance Code; the Board, comprising eight members (two executive, two non-executive, and four independent non-executive directors), is responsible for the Group's business and strategic decisions, holding 20 meetings during the reporting period with disclosed attendance - The company has complied with all applicable code provisions of the Corporate Governance Code during the year[25](index=25&type=chunk) - The Board currently comprises **8 members**: **2** executive directors, **2** non-executive directors, and **4** independent non-executive directors[27](index=27&type=chunk) Board Meeting Attendance (Year Ended March 31, 2025) | Director Name | Position | Attended/Eligible to Attend | | :--- | :--- | :--- | | Ms. Liu Li Ping | Executive Director | 19/19 | | Mr. He Ze Yu | Executive Director | 20/20 | | Mr. Tian Yi | Non-Executive Director | 5/5 | | Mr. Zhu Kai Qin | Independent Non-Executive Director | 20/20 | | Mr. Lin Zhi Ying | Independent Non-Executive Director | 20/20 | | Mr. Deng She Jian | Independent Non-Executive Director | 20/20 | | Mr. Deng Chao Wen | Independent Non-Executive Director | 20/20 | [Board Committees](index=13&type=section&id=Board%20Committees) The company has established Remuneration, Audit, and Nomination Committees, all chaired by independent non-executive directors; the report details each committee's responsibilities, composition, and annual meeting attendance, ensuring independent and professional corporate governance - The Remuneration Committee, composed of **four** independent non-executive directors, held **four** meetings this year, responsible for reviewing remuneration policies for directors and senior management[36](index=36&type=chunk) - The Audit Committee, composed of **four** independent non-executive directors, held **three** meetings this year, responsible for overseeing the financial reporting process, internal controls, and risk management systems[38](index=38&type=chunk)[40](index=40&type=chunk) - The Nomination Committee, composed of **four** independent non-executive directors, held **four** meetings this year, responsible for reviewing the Board structure, identifying, and nominating director candidates[43](index=43&type=chunk)[44](index=44&type=chunk) [Auditor's Disclaimer of Opinion](index=16&type=section&id=Auditor%27s%20Disclaimer%20of%20Opinion) The auditor, Highlink CPA Limited, issued a "Disclaimer of Opinion" on the Group's consolidated financial statements primarily due to multiple material uncertainties related to the Group's ability to continue as a going concern, including significant annual losses, substantial net current liabilities, bank loan defaults, and severe cash flow deficiencies, as the auditor could not obtain sufficient audit evidence regarding the effectiveness of management's plans to mitigate liquidity pressure - The auditor issued a **'Disclaimer of Opinion'** on the Group's consolidated financial statements for FY2025[49](index=49&type=chunk)[126](index=126&type=chunk) - The core reason for the disclaimer of opinion is the existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern[50](index=50&type=chunk)[127](index=127&type=chunk) Key Financial Issues Leading to Going Concern Uncertainty (As at March 31, 2025) | Indicator | Amount | | :--- | :--- | | Annual Loss from Continuing Operations | Approximately HKD 64.27 million | | Net Current Liabilities | Approximately HKD 142.65 million | | Defaulted Outstanding Bank Borrowings | Approximately HKD 47.53 million | | Bank Balances and Cash | Only Approximately HKD 10.06 million | | Financial Guarantees Provided for Former Subsidiary | Approximately HKD 108.47 million | - Management proposed a series of plans to address the crisis, including bank loan restructuring, shareholder loan extension, accounts payable restructuring, and improving operating cash flow, but the auditor found insufficient evidence to support the success of these plans[51](index=51&type=chunk)[52](index=52&type=chunk)[59](index=59&type=chunk) [Risk Management and Internal Control](index=21&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board holds ultimate responsibility for the Group's risk management and internal control systems, aiming to manage rather than eliminate risks, with the Audit Committee overseeing the system and outsourcing this year's internal control review to a third-party consulting firm, while the Group maintains strict procedures for insider information confidentiality and disclosure - The Board bears ultimate responsibility for the risk management and internal control systems and reviews their effectiveness[67](index=67&type=chunk) - This year's internal control review was outsourced to a third-party consulting firm[67](index=67&type=chunk) [Directors' Report](index=23&type=section&id=Directors%27%20Report) [Business and Financial Review](index=23&type=section&id=Business%20and%20Financial%20Review) During the reporting period, the Group primarily engaged in investment holding, with subsidiaries involved in designing and selling consumer electronic products; the Group recorded a total deficit of **HKD 65 million**, with cash and bank balances of only **HKD 10 million** and net borrowings as high as **HKD 184 million**, indicating extreme liquidity strain, though the company raised approximately **HKD 95.25 million** net proceeds from two placings, mainly used for debt repayment and working capital Financial Position Summary (As at March 31, 2025) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Total Deficit | 65 million | 88 million | | Bank Balances and Cash | 10 million | 24 million | | Bank and Other Borrowings | 48 million | 48 million | | Financial Guarantees | 108 million | 124 million | | Shareholder Loans | 38 million | 38 million | | Net Borrowings | 184 million | 186 million | - The company completed two placings in March 2024 and November 2024, raising net proceeds of approximately **HKD 30.05 million** and **HKD 65.20 million** respectively, primarily used for loan repayment and settlement of external debts[88](index=88&type=chunk)[90](index=90&type=chunk) [Major Suppliers and Customers](index=26&type=section&id=Major%20Suppliers%20and%20Customers) The Group exhibits high concentration in its suppliers and customers; during the year, the largest supplier accounted for **25%** of total purchases, with the top five suppliers collectively accounting for **82%**, while the largest customer accounted for **28%** of total sales, and the top five customers collectively accounting for **71%** Supplier and Customer Concentration | Category | Percentage | | :--- | :--- | | Largest Supplier | 25% | | Top Five Suppliers Total | 82% | | Largest Customer | 28% | | Top Five Customers Total | 71% | [Independent Auditor's Report](index=32&type=section&id=Independent%20Auditor%27s%20Report) [Disclaimer of Opinion](index=32&type=section&id=Disclaimer%20of%20Opinion) The auditor explicitly stated a disclaimer of opinion on the Group's consolidated financial statements due to the materiality of multiple uncertainties related to going concern, indicating an inability to obtain sufficient appropriate audit evidence to form an opinion on the true and fair view of the financial statements - We do not express an opinion on your Group's consolidated financial statements; due to the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we were unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these consolidated financial statements[126](index=126&type=chunk) - The basis for the disclaimer of opinion stems from multiple uncertainties related to going concern, including significant losses, high net current liabilities, defaulted bank borrowings, and severe cash shortages[127](index=127&type=chunk) - The auditor could not be satisfied with the success of management's plans to improve liquidity, such as debt restructuring and extension of repayment periods, thus unable to confirm the appropriateness of using the going concern basis of accounting[128](index=128&type=chunk) [Consolidated Financial Statements](index=36&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss](index=36&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) The financial statements show the Group's FY2025 turnover from continuing operations was **HKD 99.31 million**, a **33%** year-on-year decrease, resulting in a pre-tax loss of **HKD 64.27 million** due to ineffective cost control and high expenses, a significant deterioration from the prior year's profit primarily driven by one-off gains from discontinued operations Consolidated Statement of Profit or Loss Summary (Continuing Operations) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Turnover | 99,313 | 148,422 | | Gross Profit | 5,121 | 8,864 | | Administrative Expenses | (46,787) | (50,295) | | Finance Costs | (9,961) | (9,458) | | Loss Before Income Tax | (64,270) | (3,070) | | Loss for the Year from Continuing Operations | (64,270) | (3,070) | - The **HKD 595 million** profit from discontinued operations recorded in FY2024 was a one-off event, masking the core business's loss-making status[141](index=141&type=chunk) - Basic loss per share was **HKD 0.63**, compared to earnings per share of **HKD 9.79** in the prior year (primarily impacted by discontinued operations)[143](index=143&type=chunk) [Consolidated Statement of Financial Position](index=39&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's financial position is extremely severe, with net current liabilities reaching **HKD 143 million** and a total deficit (total liabilities exceeding total assets) of **HKD 64.69 million**, indicating severe solvency pressure as current assets cannot cover current liabilities Consolidated Statement of Financial Position Summary (As at March 31, 2025) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 91,069 | 95,337 | | Current Assets | 88,425 | 87,073 | | *Of which: Bank Balances and Cash* | *10,056* | *23,855* | | **Liabilities and Equity** | | | | Current Liabilities | 231,076 | 256,444 | | *Of which: Bank and Other Borrowings* | *47,528* | *47,528* | | *Of which: Financial Guarantees Provided* | *108,468* | *123,532* | | Non-current Liabilities | 13,111 | 13,493 | | **Net Current Liabilities** | **(142,651)** | **(169,371)** | | **Total Deficit** | **(64,693)** | **(87,527)** | [Consolidated Statement of Cash Flows](index=42&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) The Group's FY2025 operating activities resulted in a net cash outflow of **HKD 96.56 million**, indicating the core business's inability to generate positive cash flow; despite raising **HKD 78.63 million** from share issuance, cash and cash equivalents at year-end decreased from **HKD 23.86 million** to **HKD 10.06 million**, reflecting a continuous deterioration in cash position Consolidated Statement of Cash Flows Summary (Year Ended March 31, 2025) | Item (HKD thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (96,557) | (69,473) | | Net Cash (Used in)/Generated from Investing Activities | (2,054) | 3,645 | | Net Cash Generated from Financing Activities | 78,625 | 96,068 | | Net Decrease in Cash and Cash Equivalents | (19,986) | 30,240 | | Cash and Cash Equivalents at Beginning of Year | 23,855 | 2,392 | | Cash and Cash Equivalents at End of Year | 10,056 | 23,855 | [Notes to the Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 1: General Information and Basis of Preparation](index=44&type=section&id=Note%201%3A%20General%20Information%20and%20Basis%20of%20Preparation) This note reiterates the severe going concern issues faced by the Group, including annual losses, net current liabilities, and bank loan defaults; the Board believes that preparing financial statements on a going concern basis is appropriate given a series of plans (e.g., debt restructuring, shareholder loan extension, improving operating cash flow), but also acknowledges that the Group may not be able to continue as a going concern if these plans fail - The Board has carefully considered the Group's future liquidity, acknowledging an approximate **HKD 64.27 million** loss from continuing operations and approximate **HKD 143 million** net current liabilities[161](index=161&type=chunk) - Measures taken by management to maintain going concern include negotiating debt restructuring with banks, discussing loan extensions with the estate administrator of the deceased former chairman, negotiating extended repayment periods with creditors, and implementing measures to achieve positive operating cash inflows[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[166](index=166&type=chunk) [Note 6: Turnover and Segment Information](index=77&type=section&id=Note%206%3A%20Turnover%20and%20Segment%20Information) All of the Group's continuing operations turnover, totaling **HKD 99.31 million**, is derived from notebook products; geographically, Asia is the primary market, accounting for all turnover, with high customer concentration where Customer A and Customer B collectively contribute nearly half of the revenue - All **HKD 99.31 million** of turnover from continuing operations is derived from the sale of notebook products[285](index=285&type=chunk) - Geographically, the Asian market contributed **all** turnover, while sales in the European market decreased from **HKD 38 million** last year to **zero**[289](index=289&type=chunk) Major Customer Turnover (HKD thousands) | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer A | 21,053 | 42,700 | | Customer B | 27,437 | 33,134 | [Note 11: Discontinued Operations](index=82&type=section&id=Note%2011%3A%20Discontinued%20Operations) This note details the discontinued Dongguan production line business (disposal group); due to a winding-up petition, the Group lost control of its wholly-owned subsidiary, Alco Electronics Ltd., on June 28, 2023, and deconsolidated it, resulting in a one-off gain of approximately **HKD 596 million** recognized in FY2024 - In August 2022, the Board decided to cease operations of the Dongguan production line[298](index=298&type=chunk) - Due to a winding-up petition, the Group lost control of its subsidiary, Alco Electronics Group, on **June 28, 2023**, and deconsolidated it[299](index=299&type=chunk) - The deconsolidation of Alco Electronics Group generated a gain of **HKD 596 million** in FY2024, which was the primary reason for the Group's high profit that year[300](index=300&type=chunk)[301](index=301&type=chunk) [Note 27: Bank and Other Borrowings](index=106&type=section&id=Note%2027%3A%20Bank%20and%20Other%20Borrowings) As of March 31, 2025, the Group had secured bank borrowings of **HKD 47.53 million** and issued **HKD 12 million** in 10-year bonds; notably, all **HKD 47.53 million** of bank borrowings are in default and can be immediately called for repayment by the bank, posing a severe liquidity risk - The Group has **HKD 47.53 million** in secured bank borrowings and has issued an additional **HKD 12 million** in 10-year bonds[358](index=358&type=chunk) - Significant Risk: The Group has defaulted on **HKD 47.53 million** in bank loan repayments, and if lenders exercise their rights, this borrowing will become immediately due and payable[360](index=360&type=chunk) [Five Year Financial Summary](index=117&type=section&id=Five%20Year%20Financial%20Summary) [Five Year Financial Data](index=117&type=section&id=Five%20Year%20Financial%20Data) The five-year financial summary shows the Group's turnover sharply contracted from **HKD 1.279 billion** in FY2021 to less than **HKD 100 million** in FY2025; except for FY2024, which recorded a profit due to one-off gains, the other four fiscal years incurred significant losses, with total assets continuously shrinking and total equity turning negative (total deficit), reflecting an increasingly severe insolvent position Five-Year Performance and Balance Sheet Summary (HKD thousands) | Financial Year | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Performance** | | | | | | | Turnover | 99,313 | 148,422 | 89,321 | 542,408 | 1,278,686 | | (Loss)/Profit Attributable to Owners of the Company | (64,043) | 600,692 | (510,242) | (594,575) | (360,463) | | **Assets and Liabilities** | | | | | | | Total Assets | 179,494 | 182,410 | 283,288 | 833,777 | 1,363,113 | | Total Liabilities | (244,187) | (269,937) | (1,077,958) | (1,106,700) | (1,032,927) | | Total (Deficit)/Equity | (64,693) | (87,527) | (794,670) | (272,923) | 330,186 |

環境、社會及管治報告 Stock Code 股份代號 : ��� 1. 關於本報告 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 2025 Alco Holdings Limited（「本 公 司」）及 其 附 屬 公 司（「本 集 團」或「我 們」）欣 然 提 呈 環 境、社 會 及 管 治（「ESG」）報 告（「ESG報 告」）。ESG報告概述主要的ESG舉措及表現以及本集團在可持續發 展方面的努力。 1.1. 報告範圍 ESG報 告 載 列 本 集 團 於 二 零 二 四 年 四 月 一 日 至 二 零 二 五 年 三 月 三 十 一 日 財 政 年 度（「報 告 期 間」）的 整 體ESG表 現、策 略 及 承 諾。ESG報告範圍涵蓋可能對本集團的ESG表 現 造成重大影響的主要業務，即設計及銷售筆記型電腦產品。ESG報告所披露的關鍵績 效 指 標（「關 鍵 績 效 指 標」）涵 蓋 香 港 辦 事 處 的 營 運 情 況。 1.2. 報告框架 ESG報 告 乃 根 據 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）主 板 ...

Core Viewpoint - ALCO HOLDINGS (00328.HK) announced a proposed capital reorganization involving share consolidation, capital reduction, and share split to improve its capital structure and address accumulated losses [1][2] Group 1: Share Consolidation - The company plans to consolidate every ten (10) existing shares with a par value of HKD 0.01 into one (1) share with a par value of HKD 0.10 [1] - Any fractional shares resulting from the consolidation will be cancelled [1] Group 2: Capital Reduction - The capital reduction will involve the cancellation of any fractional shares resulting from the consolidation and adjusting the total number of issued shares to the nearest whole number [2] - The par value of each issued consolidated share will be reduced from HKD 0.10 to HKD 0.01 [2] Group 3: Share Split - Following the capital reduction, each unissued consolidated share with a par value of HKD 0.10 will be split into ten (10) shares with a par value of HKD 0.01 [1] Group 4: Share Premium Reduction - The total amount in the share premium account will be reduced to zero, and the resulting amounts will be transferred to the company's paid surplus account to offset accumulated losses [2] Group 5: Rights Issue - After the capital reorganization, the company proposes a rights issue where each adjusted share will entitle the holder to four (4) new shares at a subscription price of HKD 3.24 per share [2] - The rights issue aims to raise up to approximately HKD 148.465 million before expenses through the issuance of up to 45,822,744 new shares [2]

[Performance Summary](index=1&type=section&id=Performance%20Summary) The company's continuing operations experienced a significant revenue decline from HKD 148 million to HKD 99 million for the year ended March 31, 2025, resulting in a loss of HKD 64 million attributable to owners of the Company, a reversal from the prior year's profit of HKD 6 million [Overall Performance](index=1&type=section&id=Overall%20Performance) The company's continuing operations experienced a significant revenue decline from HKD 148 million to HKD 99 million for the year ended March 31, 2025, resulting in a loss of HKD 64 million attributable to owners of the Company, a reversal from the prior year's profit of HKD 6 million FY2025 vs. FY2024 Performance Comparison | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | **Revenue from Continuing Operations** | 99 million HKD | 148 million HKD | | **(Loss)/Profit Attributable to Owners of the Company** | (64 million HKD) | 6 million HKD | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's financial performance and position, highlighting a significant shift from profit to loss and a deteriorating balance sheet [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) Revenue from continuing operations decreased 33.1% to HKD 99.31 million, leading to a HKD 64.27 million loss from continuing operations and a total annual loss attributable to owners of the Company, contrasting with a HKD 601 million profit last year primarily from discontinued operations Key Data from Consolidated Statement of Profit or Loss (Continuing Operations) | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 99,313 | 148,422 | -33.1% | | Gross Profit | 5,121 | 8,864 | -42.2% | | Loss Before Income Tax | (64,270) | (3,070) | Loss Widened | | Loss from Continuing Operations for the Year | (64,270) | (3,070) | Loss Widened | (Loss)/Profit Attributable to Owners of the Company and (Loss)/Earnings Per Share | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | **Annual (Loss)/Profit Attributable to Owners of the Company (thousand HKD)** | (64,270) | 600,692 | | **Basic (Loss)/Earnings Per Share (HKD)** | (0.63) | 9.79 | | **Basic (Loss)/Earnings Per Share from Continuing Operations (HKD)** | (0.63) | 0.10 | - The significant profit in FY2024 primarily stemmed from gains on discontinued operations, amounting to **HKD 595 million**, mainly from the deconsolidation of Aiko Electric Group[4](index=4&type=chunk)[6](index=6&type=chunk)[40](index=40&type=chunk) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The total loss for the year was HKD 64.27 million, but a positive currency translation impact of HKD 11.41 million reduced the total comprehensive expense to HKD 52.86 million, contrasting with HKD 583 million in total comprehensive income last year Total Comprehensive (Expense)/Income | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | (Loss)/Profit for the Year | (64,270) | 591,772 | | Exchange Differences on Translation | 11,411 | (8,775) | | **Total Comprehensive (Expense)/Income for the Year** | **(52,859)** | **582,997** | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group reported net current liabilities of HKD 143 million and a total deficit of HKD 64.69 million, reflecting a severe financial position and significant liquidity pressure Key Data from Consolidated Statement of Financial Position | Item | FY2025 (thousand HKD) | FY2024 (thousand HKD) | | :--- | :--- | :--- | | Total Assets (Non-current + Current) | 179,494 | 182,410 | | Total Liabilities (Current + Non-current) | 244,187 | 269,937 | | **Net Current Liabilities** | **(142,651)** | **(169,371)** | | **Total Deficit** | **(64,693)** | **(87,527)** | [Notes to the Financial Statements](index=7&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed disclosures on the Group's financial position, including significant uncertainties regarding its going concern ability, segment information, and the impact of deconsolidated subsidiaries [1. General Information and Basis of Preparation](index=7&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) The Group's going concern ability is highly uncertain due to a HKD 64.27 million loss, HKD 143 million net current liabilities, and HKD 47.53 million in overdue bank borrowings, making the success of management's debt restructuring and cash flow improvement plans critical for financial reporting - The company's ability to continue as a going concern faces significant uncertainty, primarily due to an annual loss of approximately **HKD 64.27 million**, net current liabilities of approximately **HKD 143 million**, and overdue bank borrowings of approximately **HKD 47.53 million**[17](index=17&type=chunk) - To address the liquidity crisis, management is implementing several measures, including: (i) negotiating debt restructuring with banks; (ii) discussing shareholder loan extensions with the estate administrator of the deceased former chairman; (iii) negotiating extended repayment terms with suppliers; and (iv) streamlining product portfolios and controlling costs to improve operating cash flow[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) [3. Segment Information](index=9&type=section&id=3.%20Segment%20Information) The Group's continuing operations revenue of HKD 99.31 million was entirely from the Notebook Computer Products segment, with Asia as the sole revenue-contributing region, a change from last year which included European sales - The Group's continuing operations revenue is entirely dependent on the **Notebook Computer Products** segment, with the Audio-Visual Products segment generating no external sales revenue this year[28](index=28&type=chunk)[29](index=29&type=chunk) Revenue by Geographical Region (thousand HKD) | Region | FY2025 | FY2024 | | :--- | :--- | :--- | | Asia | 99,313 | 105,435 | | Europe | – | 37,998 | | Others | – | 4,989 | | **Total** | **99,313** | **148,422** | - Customer concentration is high, with two major customers (Customer A and Customer B) collectively contributing **HKD 48.49 million** in revenue, accounting for **48.8%** of total turnover[32](index=32&type=chunk) [8. Discontinued Operations](index=12&type=section&id=8.%20Discontinued%20Operations) The Group ceased Dongguan production in 2022, and in FY2024, the court-ordered liquidation and deconsolidation of 'Aiko Electric' resulted in a HKD 596 million gain, significantly contributing to last year's substantial profit - The Group made a strategic decision in **August 2022** to cease operations of its Dongguan production line, reallocating resources to businesses with higher growth potential[37](index=37&type=chunk) - Due to the liquidation of subsidiary Aiko Electric Company Limited, the Group lost control and deconsolidated it on **June 28, 2023**, recognizing a gain of **HKD 596 million** from discontinued operations in FY2024[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) [10. Deconsolidation of Subsidiaries](index=16&type=section&id=10.%20Deconsolidation%20of%20Subsidiaries) The Group deconsolidated AVITA TECH and Nexstgo this year due to court-ordered liquidations, recognizing gains of HKD 2.47 million and HKD 77.71 million respectively - Due to the court-ordered liquidation of subsidiary AVITA TECH, the Group lost control and deconsolidated it on **May 29, 2024**, recognizing a gain of **HKD 2.47 million**[47](index=47&type=chunk)[49](index=49&type=chunk) - Due to the court-ordered liquidation of subsidiary Nexstgo Company Limited, the Group lost control and deconsolidated it on **January 10, 2024**, recognizing a gain of **HKD 77.71 million**[50](index=50&type=chunk)[51](index=51&type=chunk) [11. Provision for Financial Guarantees](index=17&type=section&id=11.%20Provision%20for%20Financial%20Guarantees) The Group recognized a **HKD 108 million** provision for financial guarantees on former subsidiaries' loans as of March 31, 2025, significantly impacting current liabilities Provision for Financial Guarantees (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Financial Guarantees Issued | 108,468 | 123,532 | [12. Earnings/(Loss) Per Share](index=17&type=section&id=12.%20Earnings%2F%28Loss%29%20Per%20Share) For the year ended March 31, 2025, the loss attributable to owners of the Company was HKD 64.27 million, resulting in a basic and diluted loss per share of HKD 0.63 based on 102 million weighted average ordinary shares Loss Per Share Calculation | Item | FY2025 | | :--- | :--- | | Loss Attributable to Owners of the Company (thousand HKD) | (64,270) | | Weighted Average Number of Ordinary Shares | 102,318,344 | | **Basic and Diluted Loss Per Share (HKD)** | **(0.63)** | [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's financial performance, business transformation, and liquidity challenges, outlining future strategies [Group Results and Dividends](index=20&type=section&id=Group%20Results%20and%20Dividends) Management attributes the 33% revenue decline and HKD 64 million loss to global economic recession, contrasting with last year's HKD 592 million profit from one-off deconsolidation gains, and the Board recommends no final dividend - Revenue decreased by **33%** from **HKD 148 million** to **HKD 99 million**[69](index=69&type=chunk) - The current year's loss of **HKD 64 million** is primarily due to reduced revenue from global economic recession, whereas last year's **HKD 592 million** profit mainly stemmed from one-off gains from deconsolidation of disposal groups and subsidiaries[69](index=69&type=chunk) - The Board does not recommend a final dividend for the year ended **March 31, 2025**[68](index=68&type=chunk)[69](index=69&type=chunk) [Business Review and Outlook](index=20&type=section&id=Business%20Review%20and%20Outlook) The Group's core business has transitioned to self-branded notebooks and tablets with outsourced production, yet its financial outlook remains challenging, necessitating continued reliance on capital market financing, operational efficiency improvements, and strategic partnerships - The core business involves developing and selling self-branded notebooks and tablets, with production transitioning from in-house manufacturing to outsourced ODM/OEM[70](index=70&type=chunk) - The financial position remains challenging, as the company would still face a net loss without one-off gains from subsidiary disposals, necessitating continued reliance on capital market fundraising in the future[70](index=70&type=chunk)[71](index=71&type=chunk) - Future strategic priorities include: optimizing operations (e.g., headcount reduction, cost control), seeking business collaborations (strategic partners, technological innovation), and exploring capital market financing (e.g., rights issues)[77](index=77&type=chunk) [Liquidity and Financial Resources](index=21&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's financial position is very tight, with a **HKD 65 million** total deficit, **HKD 10 million** in cash, and **HKD 184 million** in net borrowings at fiscal year-end, necessitating active management of inventory and receivables Liquidity and Debt Position (thousand HKD) | Item | FY2025 | FY2024 | | :--- | :--- | :--- | | Bank Balances and Cash | 10,000 | 24,000 | | Net Borrowings | 184,000 | 186,000 | | Total Deficit | 65,000 | 88,000 | - The majority of the Group's sales, purchases, and borrowings are settled in **USD** and **HKD**, resulting in limited foreign exchange risk[75](index=75&type=chunk) [Independent Auditor's Report](index=23&type=section&id=Independent%20Auditor%27s%20Report) This section details the auditor's "Disclaimer of Opinion" on the Group's financial statements, citing significant uncertainties related to going concern and audit scope limitations [Disclaimer of Opinion](index=23&type=section&id=Disclaimer%20of%20Opinion) The auditor issued a 'Disclaimer of Opinion' on the Group's consolidated financial statements for the year ended March 31, 2025, due to severe audit scope limitations and significant uncertainties, preventing an opinion on their truth and fairness - The auditor explicitly stated that they 'will not express an opinion on the Group's consolidated financial statements'[85](index=85&type=chunk) - The primary reason for the disclaimer of opinion is the significance of 'multiple uncertainties related to going concern,' which prevented the auditor from obtaining sufficient and appropriate audit evidence[85](index=85&type=chunk)[86](index=86&type=chunk) [Basis for Disclaimer of Opinion](index=23&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) The auditor's disclaimer is based on significant going concern uncertainties, including substantial losses and loan defaults, and audit scope limitations on FY2024 discontinued operations gains due to unavailable records held by the liquidator - **Material Uncertainty Related to Going Concern**: The Group faces severe financial distress, including losses, net current liabilities, bank loan defaults, and substantial financial guarantees; the auditor could not obtain sufficient evidence regarding the effectiveness of management's plans (e.g., debt restructuring, future cash flow improvement) to alleviate liquidity pressure[86](index=86&type=chunk)[89](index=89&type=chunk) - **Audit Scope Limitation on Comparative Figures**: The auditor could not verify the **HKD 595 million** gain from 'deconsolidation of disposal group' within discontinued operations in FY2024, as relevant books and records were held by the liquidator and unavailable for audit[94](index=94&type=chunk)[95](index=95&type=chunk) - Due to the aforementioned reasons, the auditor could not determine the appropriateness of preparing financial statements on a going concern basis, nor whether significant adjustments to the statement of financial position were necessary[89](index=89&type=chunk)[90](index=90&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) This section includes details on the company's corporate governance practices and a list of its directors [Corporate Governance](index=22&type=section&id=Corporate%20Governance) The company declares compliance with all applicable code provisions of the Corporate Governance Code as per Appendix C1 to the Listing Rules for the year ended March 31, 2025 - The company has complied with all applicable provisions of the **Corporate Governance Code**[79](index=79&type=chunk) - The Audit Committee comprises five independent non-executive directors and has reviewed the financial statements for the current year[81](index=81&type=chunk) [List of Directors](index=27&type=section&id=List%20of%20Directors) The announcement provides a list of executive, non-executive, and independent non-executive directors in office as of the announcement date - As of the announcement date, the executive directors are Ms. Liao Liping (Co-Chairman) and Mr. He Zeyu; non-executive directors are Mr. Tian Yi (Co-Chairman) and Mr. Bian Wenbin; independent non-executive directors are Mr. Zhu Kaiqin, Mr. Lin Zhiying, Mr. Deng Shejian, and Mr. Deng Chaowen[104](index=104&type=chunk)

Financial Performance - For the six months ended September 30, 2024, Alco Holdings Limited reported a revenue of HKD 49,690 thousand, compared to HKD 85,686 thousand in the same period of 2023, representing a decrease of approximately 42%[1] - The gross profit for the period was HKD 4,612 thousand, slightly up from HKD 4,526 thousand year-over-year, indicating a marginal increase of about 1.9%[1] - The operating loss for the period was HKD 22,172 thousand, a significant decline from an operating profit of HKD 572,401 thousand in the previous year[1] - The net loss attributable to the company's ongoing operations was HKD 24,309 thousand, compared to a profit of HKD 572,354 thousand in the same period last year[1] - The company reported a total comprehensive loss of HKD 23,795 thousand for the period, compared to a comprehensive income of HKD 557,985 thousand in the previous year[18] - The company reported a loss attributable to owners of the company of HKD (24,309) thousand for the six months ended September 30, 2024, compared to a profit of HKD 572,354 thousand in the same period last year[33] - Basic and diluted loss per share from continuing and discontinued operations was HKD (0.25) for the current period, while it was HKD 14.26 for the same period last year[33] - The company recognized other income of HKD 2,477 thousand for the six months ended September 30, 2024, compared to HKD 613,382 thousand in the previous year, reflecting a substantial decrease[58] - The total loss for the group as of September 30, 2024, was HKD 79 million, with a loss per share of HKD 0.83[137] Cash Flow and Liquidity - Cash used in operating activities was HKD 16,789 thousand, an improvement from HKD 18,498 thousand in the previous year[26] - The cash and cash equivalents at the end of the period decreased to HKD 9,083 thousand from HKD 33,290 thousand at the end of the previous year, reflecting a decline of approximately 72.7%[26] - The company aims to reduce fixed operating costs across all functions and generate positive cash flow through the sale of investment properties and equipment[124] - As of September 30, 2024, the group had cash and deposits of HKD 9 million, with net borrowings amounting to HKD 1.919 billion[124] Assets and Liabilities - The total assets less current liabilities stood at HKD (70,820) thousand, slightly improved from HKD (74,034) thousand in the previous year[20] - The company’s total liabilities amounted to HKD 249,200 thousand, a decrease from HKD 256,444 thousand at the end of the previous reporting period[20] - The company’s equity attributable to owners was reported at HKD (78,782) thousand, compared to HKD (72,585) thousand in the previous year, indicating a worsening of equity position[21] - The total liabilities of the company as of September 30, 2024, amounted to approximately HKD 258 million, with net debt of about HKD 79 million[53] Operational Changes and Strategies - The company has implemented several cost-cutting measures, resulting in a significant reduction in operating costs, with employee benefits expenses decreasing from HKD 11,269 thousand to HKD 8,578 thousand year-on-year[51] - The management has reassessed the business coverage and plans to focus on overseas strategic markets while closing operations in unprofitable regions[42] - The company is considering further asset sales to reduce bank borrowings, with approximately HKD 48 million of bank loans secured by pledged properties[53] - The company has adopted an OEM/ODM production model, which is expected to positively impact daily maintenance costs significantly[42] - The company continues to face a challenging business environment, with a net loss expected if one-time gains from subsidiary divestitures are excluded[122] Sales and Revenue - The company reported external sales of HKD 49,690 thousand for the six months ended September 30, 2024, a decrease from HKD 85,686 thousand in the same period of 2023, representing a decline of approximately 42%[56] - The revenue from the company's own brand laptops decreased by 42% to HKD 50 million due to domestic economic slowdown and intense competition in the electronics market[119] Research and Development - Research and development expenses for the current period amounted to HKD (22,172) thousand, compared to HKD 572,441 thousand in the previous year, indicating a significant reduction in R&D spending[56] Corporate Governance - The executive directors include Ms. Liao Liping (Co-Chairman) and Mr. He Zeyu, while the non-executive directors include Mr. Tian Yi (Co-Chairman) and Mr. Yang Min[151] - The independent non-executive directors consist of Mr. Zhu Kaiqin, Mr. Lin Zhiwei, Mr. Deng Shejian, and Mr. Deng Chaowen[151] Miscellaneous - The company has not declared any dividends for the current period, consistent with the previous year[33] - The board does not recommend the payment of an interim dividend for the six months ending September 30, 2024 (2023: none)[120] - The company has canceled the consolidation of AVITA TECH due to the loss of control as of May 29, 2024[63][64] - The report is available for viewing on the Hong Kong Stock Exchange and the company's website[150] - The report date is November 29, 2024[152]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 49.69 million, a decrease of 42.7% compared to HKD 85.69 million in the same period of 2023[4] - The loss from continuing operations for the same period was HKD (24.31) million, compared to a profit of HKD 572.35 million in 2023[4] - The group recorded external sales of HKD 49,690,000 for the six months ended September 30, 2024, a decrease of 42% compared to HKD 85,686,000 for the same period in 2023[50] - The group reported a loss before tax of HKD 24,309,000 for the six months ended September 30, 2024, compared to a profit of HKD 572,354,000 in the same period of 2023[50] - The net loss attributable to the company for the six months ended September 30, 2024, was HKD 24,309 thousand, a significant decline from a profit of HKD 575,354 thousand in 2023[59] - The company experienced a net loss of HKD 24 million, a significant decline from a profit of HKD 575 million in the previous year, primarily due to the absence of one-time gains from the disposal of subsidiaries[91] Operating Expenses and Cost Management - Total operating expenses decreased to HKD 78.31 million from HKD 85.46 million year-on-year, reflecting a reduction in administrative and sales expenses[4] - The company is focusing on cost reduction strategies to improve financial performance in the upcoming quarters[4] - The group has implemented cost-cutting measures, significantly reducing operational redundancies and focusing on overseas strategic markets[45] - The company aims to reduce fixed operating costs across all functions and seek collaboration opportunities with business partners to share financial burdens[95] Assets and Liabilities - Cash and cash equivalents decreased to HKD 9.08 million from HKD 23.86 million as of March 31, 2024[32] - Total liabilities as of September 30, 2024, amounted to approximately HKD 258,000,000, with net debt of about HKD 79,000,000[46] - The total assets less current liabilities stood at HKD (70.82) million, slightly improved from HKD (74.03) million as of March 31, 2024[32] - The company’s bank borrowings remained stable at HKD 47,528 thousand as of September 30, 2024, consistent with the previous reporting period[74] Inventory and Receivables - Inventory increased to HKD 7.15 million from HKD 3.34 million, indicating a potential buildup of stock[32] - As of September 30, 2024, trade receivables net amount was HKD 35,917 thousand, down from HKD 38,379 thousand as of March 31, 2024[68] - Trade receivables were HKD 36 million as of September 30, 2024, slightly down from HKD 38 million as of March 31, 2024, reflecting a prudent credit policy[97] - Trade payables decreased to HKD 21 million as of September 30, 2024, from HKD 29 million as of March 31, 2024, indicating improved cash flow management[97] Dividends and Share Capital - The company has not declared any dividends for the period[20] - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, compared to no dividend in 2023[63] - The company’s authorized share capital remains at HKD 300,000,000 with 30 billion shares as of September 30, 2024[80] Strategic Initiatives - The group is in the process of closing operations in unprofitable overseas regions as part of its restructuring efforts[45] - The group plans to continue discussions with banks and financial institutions to manage bank borrowings, having repaid approximately HKD 10,000,000 during the period[41] - The company plans to sell investment properties, production equipment, land, and offices to generate positive cash flow and reduce the debt-to-asset ratio[95] - The company will continue to rely on capital markets for fundraising to address financial challenges, despite slight improvements in current operations[93] Employee and Operational Metrics - The group employed approximately 46 employees across Hong Kong, China, and Taiwan as of September 30, 2024, with compensation packages aligned with market conditions[100] - Employee benefit expenses decreased to HKD 8,578 thousand in 2024 from HKD 11,269 thousand in 2023, indicating a reduction in workforce costs[54] Audit and Reporting - The audit committee has reviewed the accounting principles and practices adopted by the group and discussed internal controls and financial reporting matters for the six months ended September 30, 2024[104] - The mid-term report is available for viewing on the Hong Kong Stock Exchange and the company's website[106]