信銘生命科技集團有限公司 (incorporated in the Cayman Islands with limited liability) Aceso Life Science Group Limited （於開曼群島註冊成立的有限公司） (Stock Code 股份代號：474) N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear non-registered shareholder(s), Aceso Life Science Group Limited (the "Company") – Notice of Publication of Annual Report and Circular (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the website of The ...

N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Registered Shareholders, Aceso Life Science Group Limited (the "Company") – Notice of Publication of Annual Report, Circular and Proxy Form (the "Current Corporate Communications") The Current Corporate Communications of the Company have been published in English and Chinese languages and are available on the website of The Stock Exchange of Hong Kong Limited ("HKEX") at www.hkexnews.hk and the Company's website at www.acesogrouphk.com. If you have any difficu ...

股東週年大會通告 信銘生命科技集團有限公司 Aceso Life Science Group Limited （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （股份代號：00474） 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 通 告 全部或任何部份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。 茲通告 信 銘 生 命 科 技 集 團 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 九 月 十 六 日（星 期 二）上 午 十 一 時 正 假 座 香 港 灣 仔 港 灣 道6–8號瑞安中心25樓 舉行股東週年大會（「股東週年大會」），藉以考慮及酌情通過（不論有否修訂） 下 列 決 議 案： 普通決議案 – 1 – 1. 省覽及考慮本公司截至二零二五年三月三十一日止年度的經審核 綜 合 財 務 報 表、本 公 司 董 事（統 稱「董 事」及 各 自 為 一 名「董 事」）會 報 告 及 本 公 司 獨 立 核 數 師 報 告。 2. (a ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取的行動有任何疑問，應諮詢持牌證券交易商、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信銘生命科技集團有限公司股份，應立即將本通函連同隨附的 代表委任表格送交買方或承讓人，或經手買賣的銀行、持牌證券交易商或其他代理商，以便 轉交買方或承讓人。 (4)股東週年大會通告 信銘生命科技集團有限公司謹訂於二零二五年九月十六日（星期二）上午十一時正假座香港 灣仔港灣道6–8號瑞安中心25樓舉行股東週年大會，召開股東週年大會的通告載於本通函第 AGM-1至AGM-5頁。隨附股東週年大會適用的代表委任表格。該代表委任表格亦登載於聯交 所網站(www.hkexnews.hk)及本公司網站(www.acesogrouphk.com)。無論 閣下是否有意親身出 席股東週年大會或任何續會（視乎情況而定）並於會上投票，務請按隨附代表委任表格上印列 的指示填妥表格，並盡快及無論如何須於大會或任何續會（視乎情況而定）指定舉行時間48小 時前交回本公司的香港股份過戶登記分處香港中央證券登記有限公司，地址為香港灣仔皇后 大道東183號合和中心17M樓。填妥及交回代表 ...

(Stock Code 股份代號 : 00474) (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 2024/25 CONTENTS 內容 | 1. | Introduction | | 2 | | --- | --- | --- | --- | | | 序言 | | | | 2. | Board Statement | | 3 | | | 董事會聲明 | | | | 3. | ESG Governance | | 3 | | | 環境、社會及管治(ESG)治理 | | | | 4. | Objective of the Report | | 3 | | | 報告的目的 | | | | 5. | | Reporting Scope and Standards | 4 | | | 報告範圍及標準 | | | | 6. | | Communication with Stakeholders | 4-6 ...

(Stock Code 股份代號 : 00474) (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） 2024/25 ANNUAL REPORT 年報 Annual Report 2024/25 年報 Contents 目 錄 2 Corporate Information 公司資料 4 Director's Statement 董事報告書 6 Management Discussion and Analysis 管理層討論及分析 32 Biographical Details of Directors and Senior Management 董事及高級管理層履歷詳情 35 Corporate Governance Report 企業管治報告 53 Report of Directors 董事會報告 72 Independent Auditor's Report 獨立核數師報告 76 Consolidated Statement of Profit or Loss and Other Comprehen ...

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue decreased by 14.5% to HKD 195 million, while the loss for the year widened to HKD 1,017 million due to significant fair value losses and impairments Core Data of Consolidated Statement of Profit or Loss | Indicator | FY2025 (HKD in millions) | FY2024 (HKD in millions) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 195 | 228 | -14.5% | | Gross Profit | 90 | 117 | -23.1% | | Loss Before Tax | (1,027) | (823) | +24.8% | | Loss for the Year | (1,017) | (809) | +25.7% | | Loss Attributable to Equity Holders | (895) | (462) | +93.7% | | Basic Loss Per Share (HK cents) | (12.44) | (6.35) | +95.9% | - The loss for the year was primarily driven by a **fair value loss on investment properties of HKD 419 million**, impairment losses on financial and intangible assets, and losses from associates[3](index=3&type=chunk)[66](index=66&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) The Group's total assets significantly decreased to HKD 3,243 million, with net current liabilities of HKD 1,684 million indicating severe liquidity pressure Core Data of Consolidated Statement of Financial Position | Indicator | FY2025 (HKD in millions) | FY2024 (HKD in millions) | | :--- | :--- | :--- | | Non-current Assets | 2,713 | 3,521 | | Current Assets | 530 | 1,265 | | **Total Assets** | **3,243** | **4,786** | | Current Liabilities | 2,214 | 1,906 | | Non-current Liabilities | 759 | 593 | | **Total Liabilities** | **2,973** | **2,499** | | **Total Equity** | **1,813** | **744** | | **Net Current Liabilities** | **(1,684)** | **(641)** | - The Group's gearing ratio (net debt to total capital) **increased from 56.5% to 74.2%** during the year[87](index=87&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=22&type=section&id=Business%20Review) The Group faced severe challenges from economic volatility and fiscal issues, impacting its core construction machinery leasing and property investment businesses - Global economic fluctuations and US monetary policy increased capital costs and economic uncertainty, impacting the Group's operations[38](index=38&type=chunk) - Hong Kong's fiscal deficit may limit large-scale infrastructure investment, reducing demand for the Group's machinery leasing services[39](index=39&type=chunk) [Construction Machinery Leasing and Sales](index=23&type=section&id=Construction%20Machinery%20Leasing%20and%20Sales) This segment's revenue declined by 18.5% to HKD 128 million due to reduced machinery utilization as major infrastructure projects in Hong Kong concluded Construction Machinery Business Revenue | Revenue Type | FY2025 (HKD in millions) | FY2024 (HKD in millions) | | :--- | :--- | :--- | | Construction machinery rental income | 106 | 136 | | Sales of construction machinery and spare parts | 22 | 21 | - The revenue decrease was mainly driven by a drop in **machinery utilization rate from 85% to 70%**[68](index=68&type=chunk) [Financial Services and Money Lending](index=24&type=section&id=Financial%20Services%20and%20Money%20Lending) Financial services revenue grew to HKD 10 million, while the money lending business recorded an impairment loss of approximately HKD 10 million on its loan portfolio - Revenue from asset management, securities brokerage, and other financial services was approximately **HKD 10 million, a year-on-year increase of 42.9%**, due to increased activity in the Hong Kong stock market[44](index=44&type=chunk) - As of March 31, 2025, the carrying amount of loans receivable was approximately **HKD 41 million** (2024: HKD 47 million), with the five largest borrowers accounting for about 93% of the total[47](index=47&type=chunk)[48](index=48&type=chunk) - An impairment loss on loans receivable of approximately **HKD 10 million** was recognized for the year (2024: HKD 88 million)[60](index=60&type=chunk) [Property Leasing and Development](index=31&type=section&id=Property%20Leasing%20and%20Development) The UK commercial property provided stable rental income but recorded a significant fair value loss of HKD 419 million due to declining market value - Rental income from the UK commercial property remained relatively stable at approximately **HKD 50 million**[64](index=64&type=chunk) - A **fair value loss of approximately HKD 419 million** was recognized on the investment property due to a decline in market value (2024: loss of HKD 89 million)[64](index=64&type=chunk)[76](index=76&type=chunk) [Securities Investment](index=31&type=section&id=Securities%20Investment) The Group's securities portfolio performed poorly, recording fair value losses on both FVTPL and FVTOCI financial assets Fair Value Changes in Securities Investment | Investment Category | Fair Value Change (HKD in millions) | | :--- | :--- | | Financial assets at fair value through profit or loss | (29) | | Financial assets at fair value through other comprehensive income | (84) | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The Group faces a severe liquidity crisis with significant net current liabilities, low cash reserves, and multiple major loan defaults post-reporting period - As of March 31, 2025, the Group's cash and cash equivalents were **HKD 132 million**, with pledged bank deposits of HKD 7 million[5](index=5&type=chunk) - Total bank and other borrowings amounted to **HKD 1,219 million**, of which **HKD 1,209 million is repayable within one year**[32](index=32&type=chunk) - Post-reporting period, the Group **defaulted on a UK loan of approximately HKD 800 million and a Hong Kong bank loan of approximately HKD 352 million**, receiving demand letters for both[37](index=37&type=chunk) [Business Outlook](index=44&type=section&id=Business%20Outlook) The Group will focus on its UK property leasing for stable income while actively seeking new investment opportunities, including in AI, to diversify its business - Following the deemed disposal of the machinery leasing business, the Group's future focus will be on **UK property leasing to ensure a stable income stream**[109](index=109&type=chunk) - The Group is actively seeking new investment opportunities, including **initiatives in artificial intelligence and strategic partnerships**, to achieve business diversification[108](index=108&type=chunk) [Significant Events and Corporate Governance](index=43&type=section&id=Significant%20Events%20and%20Corporate%20Governance) [Auditor's Opinion](index=46&type=section&id=Auditor's%20Opinion) The auditor issued a disclaimer of opinion on the financial statements due to material uncertainties related to the Group's ability to continue as a going concern - The auditor issued a **disclaimer of opinion** on the Group's consolidated financial statements[117](index=117&type=chunk) - The basis for the disclaimer is material uncertainty related to going concern, citing **net current liabilities of HKD 1,376 million** and major loan defaults on a UK loan of approximately HKD 800 million and a Hong Kong loan of HKD 352 million[118](index=118&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The auditor could not assess the feasibility of management's mitigation plans, thus being unable to conclude on the appropriateness of the going concern basis[122](index=122&type=chunk)[124](index=124&type=chunk) [Significant Acquisitions and Disposals](index=43&type=section&id=Significant%20Acquisitions%20and%20Disposals) The Group executed a deemed disposal of its subsidiary, HTSC, after its shareholding was diluted, and HTSC subsequently formed a joint venture for AI-related business - The Group's shareholding in its subsidiary, HTSC, was **diluted from 29.05% to 28.58%** following a placement, resulting in a loss of control and a deemed disposal[101](index=101&type=chunk)[103](index=103&type=chunk) - Effective May 12, 2025, the financial results of HTSC are **no longer consolidated** into the Group's financial statements[102](index=102&type=chunk)[103](index=103&type=chunk) - HTSC formed a joint venture with Jiangsu Litong to engage in businesses including **AI computing power leasing and AI data services**[104](index=104&type=chunk)[105](index=105&type=chunk) [Corporate Governance](index=45&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code, with the exception of not separating the roles of Chairman and CEO as these positions were not appointed - The company complied with the Corporate Governance Code but deviated from code provision C.2.1 regarding the separation of Chairman and CEO roles, as neither position was appointed[111](index=111&type=chunk)

Group 1 - The core viewpoint of the news is the establishment of a joint venture between Haotian International Construction Investment and Jiangsu Litong, with Haotian holding 75% and Litong 25% of the equity [1] - The joint venture will receive capital commitments of RMB 300 million from Haotian and RMB 100 million from Litong, and will become a subsidiary of the company as long as Haotian remains a subsidiary [2] - The joint venture aims to engage in AI computing resources and 5G big data-related businesses, including but not limited to computing power services and related technical consulting, business planning, logistics, and trade [2] Group 2 - The AI sector has seen significant advancements over the past year, with developments in large language models and multimodal models, leading to a decrease in training and inference costs, thus lowering the application threshold for large models [3] - The trend is accelerating the evolution of data centers towards AI Data Centers (AIDC), presenting new opportunities for industry growth [3] - The joint venture with Jiangsu Litong provides a valuable opportunity for the company to enter the AI business, which is expected to generate annual revenues potentially reaching USD 300 million or more if successful [3]

Revenue and Financial Performance - Total revenue for the period was approximately HK$109 million, compared to HK$113 million in 2023, reflecting a decrease of about 3.54%[11]. - Sales of construction machinery and spare parts were approximately HK$11 million, consistent with the previous year's sales[10]. - Rental income from construction machinery was approximately HK$65 million, down from HK$68 million in 2023, a decrease of about 4.41%[10]. - Co-Lead Holdings Limited reported revenue of approximately HK$22 million and total comprehensive expense of approximately HK$557 million for the period ended June 30, 2024[43]. - Wealthink Group reported revenue of approximately HK$522 million and total comprehensive expense of approximately HK$98 million for the year ended 31 March 2024[4]. - Asia Energy Group achieved revenue of approximately HK$23 million and a comprehensive loss of approximately HK$22 million for the period ended 30 June 2024[5]. - Virtual Mind Group recorded revenue of approximately HK$30 million and a comprehensive loss of approximately HK$30 million for the period ended 30 June 2024[3]. - Future Data Group recorded revenue of approximately HK$217 million and total comprehensive loss of approximately HK$13 million for the period ended 30 June 2024[82]. - CITIC Securities Group generated total revenue of approximately RMB 37,660 million and total comprehensive income of approximately RMB 11,270 million for the period ended 30 June 2024[6]. Expenses and Losses - The Group incurred a loss of approximately HK$195 million for the period, an improvement from a loss of approximately HK$250 million in 2023[192]. - The total comprehensive expense for Oshidori International Holdings Limited was approximately HK$557 million for the period ended June 30, 2024[43]. - Other losses, net, during the period were approximately HK$11 million, compared to HK$3 million in 2023[55]. - The share of losses from associates was approximately HK$69 million during the period[59]. - The Group's administrative expenses decreased to approximately HK$50 million from HK$60 million in 2023, attributed to effective cost-saving measures[56]. - The Group recognized a provision for impairment loss on financial assets of approximately HK$9 million, an increase from HK$1 million in 2023, mainly due to the aging of corporate note receivables[57]. Financial Position and Borrowings - As of September 30, 2024, the Group's current assets and current liabilities were approximately HK$882 million and HK$2,090 million, respectively, compared to HK$1,265 million and HK$2,214 million as of March 31, 2024[47]. - The Group recorded total borrowings of HK$2,462 million as of September 30, 2024, down from HK$2,719 million as of March 31, 2024[48]. - The gearing ratio as of September 30, 2024, was 57%, slightly up from 56% as of March 31, 2024[48]. - The Group's net debts amounted to HK$2,151 million as of September 30, 2024, compared to HK$2,354 million as of March 31, 2024[48]. - The Group's total borrowings amounted to approximately HK$1,416 million, with HK$986 million at fixed interest rates and HK$430 million at floating interest rates[69]. Credit Risk and Impairment - The company adopted HKFRS 9 for assessing expected credit losses, considering factors such as default probability and collateral value[4]. - The company will regularly monitor the effectiveness of criteria used to identify significant increases in credit risk[4]. - The company has taken into account forward-looking market data, such as GDP, in its impairment assessments[4]. - The expected credit loss (ECL) rate for loans receivable ranged from 6% to 100%, compared to 34% to 100% as of March 31, 2024[187][189]. - The Group recognized an expected credit loss provision of approximately HK$9 million for financial assets, an increase from approximately HK$1 million in the previous year[91]. Investment and Development Activities - The Group is involved in property development projects in Cambodia and Malaysia, with a special economic zone project in Cambodia covering an area of 17,252,519 square meters, currently in the preliminary stage[160]. - The ongoing property development project in Cambodia covers an area of 17,252,519 square meters, with the project still in its preliminary stages[162]. - The Group's investment portfolio includes various securities such as listed equity securities and non-listed equity securities[100]. - The Group held approximately 12.3 million shares of Future Data as at 30 September 2024[83]. - The Group's construction machinery is procured mainly from manufacturers in Western Europe, Japan, and China[131]. Financial Services and Lending - The Group's principal activities include securities investment, provision of financial services, asset management, and property leasing[130]. - The financial services business recorded revenue of approximately HK$6 million for the period, up from approximately HK$2 million in 2023, primarily due to increased transaction value and volume in margin financing[166][169]. - The Group's money lending business was funded by its internal resources[122]. - The Group's loan portfolio included 12 borrowers, comprising 10 individuals and 2 enterprises, providing mortgage financing services[170]. - A total of 11 loans, amounting to approximately HK$37 million, were secured with personal guarantees and/or collateral, with interest rates ranging from 8% to 16%[141]. - The carrying amount of outstanding loans receivable from the five largest borrowers was HK$35 million, representing 95% of the total loans receivable, with the largest borrower accounting for HK$20 million or 54%[139]. - The Group's liquidity position is maintained through ongoing credit assessments and evaluations of customers' financial status[75]. Risk Management - The risk management department reviews the risk level of each loan daily and reports recommendations to senior management, including the CEO and Financial Controller[180][182]. - The company has adopted a credit risk policy to manage its money lending business, ensuring compliance with applicable laws and regulations, and conducting thorough credit assessments on potential borrowers[172][175]. - The company has complied with all relevant laws and regulations regarding its money lending business, with no objections or investigations reported during the period[184]. Market Conditions and Strategy - The company focuses on existing business operations while navigating challenges posed by global economic conditions, including high inflation and geopolitical tensions[163]. - The Group continues to pursue a long-term business strategy of diversifying into financial services, property leasing, and construction machinery[130].

Revenue and Profitability - Revenue for the six months ended September 30, 2024, was HKD 109 million, a decrease of 3.54% compared to HKD 113 million for the same period in 2023[4] - Gross profit for the same period was HKD 54 million, down from HKD 57 million, reflecting a gross margin of 49.54%[4] - The company reported a net loss of HKD 195 million for the six months ended September 30, 2024, compared to a net loss of HKD 250 million in the prior year, representing a 22% improvement[4] - Other income decreased to HKD 22 million from HKD 24 million year-over-year[4] - The company reported a basic loss per share of HKD 1.91, compared to HKD 2.85 in the same period last year[13] - The group reported a pre-tax loss of HKD 198 million for the six months ended September 30, 2024[56] - The company reported a pre-tax loss of HKD 261 million for the six months ended September 30, 2024, compared to a pre-tax loss of HKD 139 million for the same period in 2023, reflecting an increase in losses of approximately 88%[139] - The financial assets impairment loss for the period was HKD 9 million, which included expected credit losses, compared to a recovery of HKD 5 million in the previous year[139] - The company recorded a fair value loss of HKD 55 million, which was a significant increase from the previous year's loss of HKD 34 million, indicating a deterioration in asset valuations[139] - The company reported a net loss attributable to shareholders of HKD 137 million for the six months ended September 30, 2024, compared to a net loss of HKD 207 million in 2023, representing a 33.69% improvement[196] - Basic and diluted loss per share improved to HKD (1.91) for the six months ended September 30, 2024, from HKD (2.85) in 2023[196] Assets and Liabilities - The total assets as of September 30, 2024, were HKD 4,381 million, down from HKD 4,786 million as of March 31, 2024[18] - Current liabilities totaled HKD 2,090 million, a decrease from HKD 2,214 million in the previous period[24] - The company's cash and cash equivalents were HKD 298 million, down from HKD 350 million[18] - The total equity attributable to the owners of the company was HKD 1,640 million, compared to HKD 1,813 million as of March 31, 2024[28] - Non-current assets as of September 30, 2024, totaled HKD 3,041 million, a slight increase from HKD 3,006 million as of March 31, 2024[141] - Deferred tax assets recognized decreased to HKD (5) million in 2024 from HKD (15) million in 2023[192] Financing and Costs - The company incurred financing costs of HKD 63 million, a decrease from HKD 72 million in the previous year[4] - Financing costs decreased to HKD 63 million for the six months ended September 30, 2024, down 12.5% from HKD 72 million in 2023[190] - The company incurred a loss of HKD 8 million from the sale of equipment in 2024, compared to no loss in 2023[190] - The company reported a foreign exchange loss of HKD 3 million for both periods under review[190] Business Segments and Operations - The group operates six reportable segments, including construction machinery rental and sales, asset management, and lending services, among others[39][40] - The company holds a lending license and provides mortgage and personal loan services in Hong Kong[40] - The group has a commercial property for lease in London, UK, as part of its property leasing business[41] - The group has a subsidiary holding a developing property in Malaysia under its property development segment[42] - The company provides maintenance and transportation services for construction machinery, particularly crawler cranes, in Hong Kong[39] - The revenue from construction machinery rental was HKD 65 million, consistent with the previous year's performance, indicating stability in this segment[158] - The investment property rental income was HKD 23 million, which was a decrease from HKD 26 million in the prior year, representing a decline of approximately 11.54%[182] - Trade receivables from the construction machinery business generated rental income of HKD 43 million, a decrease from HKD 48 million in 2023[199] - Securities brokerage trade receivables generated income of HKD 164 million, an increase from HKD 150 million in 2023[200] Regulatory and Market Recognition - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and have not been audited[32][34] - The group has adopted all new and revised Hong Kong Financial Reporting Standards effective from April 1, 2024, with no significant impact on its financial position[34] - The group has not applied any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[34] - The company has been included in the Hang Seng Composite Index effective September 9, 2024, reflecting high recognition of its performance and value in the capital market[36] Dividend and Future Plans - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, and 2023[194] - The company plans to continue focusing on market expansion and new product development to enhance revenue streams in the upcoming periods[141]