一、 關於本報告 中國置業投資控股有限公司（「本公司」）董事會（「董事會」）欣然發表本公司及其附屬公司（統稱「本集團」或「我們」） 之環境、社會及管治報告（「本報告」或「環境、社會及管治報告」）。本報告總結了本集團所採用之環境、社會及管 治政策、可持續發展策略、管理方法、措施及表現。 本報告的中英文版本均可於香港聯合交易所有限公司（「聯交所」）網站及本公司網站www�736�com�hk查閱。倘出 現歧義或不一致，概以英文版本為準。 至於企業管治部分，敬請參閱本集團2025年報第19至28頁。 環境、社會及管治架構 董事會就本集團的環境、社會及管治策略及報告承擔總體責任。董事會負責識別、評估及釐定本集團環境、社會 及管治相關風險，並確保設有恰當及有效的環境、社會及管治風險管理及內部控制系統。本公司執行董事負責制 定環境、社會及管治管理政策、策略、目標及年度報告，推動相關實施，並負責識別、評估、審查及管理重大環 境、社會及管治事項、風險及機遇，而其他部門則負責組織、推動及實施本集團環境、社會及管治管理政策和策 略下的各種環境、社會及管治相關任務。本集團相信，環境、社會及管治風險已漸漸成為其業務的重要因素，並 已 ...

China Properties Investment Holdings Limited 中國置業投資控股有限公司 (Incorporated in Bermuda with limited liability) （Stock Code：736） NOTIFICATION LETTER 通知信函 Dear Non-registered Holder(s) (Note 1) , 31 July 2025 China Properties Investment Holdings Limited (the "Company") – Notice of publication of 2025 Annual Report (the "Current Corporate Communication") and Environmental, Social and Governance Report 2025 (the "2025 ESG Report") on website The English and Chinese versions of the Company's Current Corporate Commun ...

China Properties Investment Holdings Limited (the "Company") – Notice of publication of 2025 Annual Report (the "Current Corporate Communication") and Environmental, Social and Governance Report 2025 (the "2025 ESG Report") on website The English and Chinese versions of the Company's Current Corporate Communications and 2025 ESG report are now available on the Company's website at www.736.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively ...

| 公司資料 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �2 | | --- | | 董事會函件 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �3 | | 董事及高級管理層簡歷 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 11 | | 董事會報告書 � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � ...

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED 中國置業投資控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：736） 截至二零二五年三月三十一日止年度 之年度業績公告 中國置業投資控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然宣佈本公司及 其附屬公司（「本集團」）截至二零二五年三月三十一日止年度之末期業績，連同去年之經 審核比較數字如下： * 僅供識別 - 1 - 業績 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。 董事會宣佈，本集團截至二零二五年三月三十一日止年度的綜合年度業績如下： 綜合損益表 截至二零二五年三月三十一日止年度 | | | 二零二五年 | 二零二四年 | | --- | --- | --- | --- | | | 附註 | 千港元 | 千港元 | | 收入 | 4 | 53,527 | 66,393 | | 投資物業之公平值變動 | | (9,135) | ...

Share Option Plan - The maximum number of shares available for subscription under the new share option plan is capped at 30% of the company's issued share capital as of March 31, 2024, which stands at 267,166,606 shares[3]. - The company can grant options to subscribe for up to 13,358,330 shares, representing 5% of the issued share capital as of March 31, 2024[3].

Share Option Plan - The new share option plan allows for a maximum of 80,149,981 shares to be granted, representing 30% of the company's issued share capital as of March 31, 2024, which totals 267,166,606 shares[6] - No share options were issued under the new share option plan during the fiscal year ending March 31, 2024, with a remaining term of 7.42 years[9] - The maximum number of share options that can be granted to any participant within a twelve-month period is capped at 1% of the company's issued share capital[6]

Financial Performance - The group reported a basic loss per share of approximately HKD 0.154, compared to a loss of HKD 0.519 for the same period in 2023[7]. - The operating loss for the period was HKD 33,602,000, significantly improved from an operating loss of HKD 132,472,000 in the previous year, indicating a reduction of about 74.7%[26]. - The total comprehensive loss for the period was HKD 34,651,000, compared to HKD 154,768,000 in the prior year, reflecting a decrease of approximately 77.7%[27]. - The company reported a loss attributable to owners of the company of HKD 41,085,000, a substantial improvement from HKD 138,495,000 in the same period last year, marking a reduction of about 70.3%[26]. - The group reported a pre-tax loss of HKD 37,314,000 for the six months ended September 30, 2024, compared to a loss of HKD 136,165,000 in the same period last year, indicating a significant improvement[81]. - The net loss for the review period was approximately HKD 41.09 million, a significant reduction from a net loss of HKD 138.50 million in the previous year[132]. Revenue and Income - The company reported revenue of HKD 49,221,000 for the six months ended September 30, 2024, an increase from HKD 42,718,000 in the same period last year, representing a growth of approximately 15.6%[26]. - Revenue from external customers for the six months ended September 30, 2024, was HKD 49,221,000, an increase of 15% compared to HKD 42,718,000 for the same period in 2023[71]. - The income from property investment was HKD 7,154,000, a decrease of 10% from HKD 7,971,000 in the previous year[84]. - Loan interest income and sales of goods amounted to HKD 37,364,000, up from HKD 34,747,000, reflecting an increase of approximately 8%[88]. - The total rental income recorded for the six months ended September 30, 2024, was approximately HKD 7.15 million, with the lending business generating stable interest income of about HKD 37.36 million[131]. - The group's total revenue for the review period was approximately HKD 49.22 million, an increase from HKD 42.72 million in the previous year, attributed to the new general trading business[132]. Assets and Liabilities - The total assets of the company as of September 30, 2024, were HKD 690,769,000, compared to HKD 713,943,000 as of March 31, 2024, showing a slight decrease of approximately 3.2%[29]. - The total liabilities increased to HKD 213,359 thousand as of September 30, 2024, compared to HKD 201,949 thousand as of March 31, 2024[69]. - The total assets less current liabilities amounted to HKD 567,862 thousand as of September 30, 2024, down from HKD 595,425 thousand as of March 31, 2024[43]. - The net asset value decreased to HKD 477,410 thousand from HKD 512,061 thousand over the same period[43]. - The company's current assets net value was HKD 67,824 thousand as of September 30, 2024, down from HKD 305,492 thousand[43]. - The non-current liabilities, including interest-bearing bank borrowings, rose to HKD 90,452 thousand from HKD 83,364 thousand[43]. Cash Flow - For the six months ended September 30, 2024, the net cash used in operating activities was HKD (3,522) thousand, compared to HKD 3,300 thousand for the same period in 2023[33]. - The net cash generated from financing activities was HKD 4,434 thousand, a significant improvement from the net cash used of HKD (4,275) thousand in the previous year[33]. - The cash and cash equivalents at the end of the period increased to HKD 1,560 thousand from HKD 1,264 thousand in the previous year[33]. - The company reported a net increase in cash and cash equivalents of HKD 912 thousand for the six months ended September 30, 2024, compared to HKD 368 thousand in the same period last year[33]. Investment Properties - As of September 30, 2024, the group's investment properties were revalued at approximately HKD 185,494,000, down from HKD 277,160,000 as of April 1, 2023[1]. - The group reported a fair value loss of HKD 3,624,000 on investment properties for the six months ended April 1, 2024[8]. - The company’s investment properties were valued at HKD 177,159,000, a slight increase from HKD 177,063,000 as of March 31, 2024[29]. - The total revenue from the investment property segment decreased by 10% year-on-year, while the loan business segment showed growth[84]. Corporate Governance and Compliance - The company has complied with the corporate governance code, except for deviations regarding the roles of the chairman and CEO, and the attendance of the chairman at the annual general meeting[159][172]. - The group has not declared any interim dividend for the six months ended September 30, 2024, consistent with the previous year[6]. - No interim dividend was recommended for the six months ended September 30, 2024, consistent with the previous year[152]. Legal and Regulatory Matters - The group is currently involved in a legal dispute seeking 40 million HKD in damages related to a breach of a placement and underwriting agreement[116]. Employee Information - As of September 30, 2024, the company had 26 employees, with compensation determined based on statutory minimum wage, market terms, and individual performance[163].

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 49,221,000, an increase from HKD 42,718,000 in the same period last year, representing a growth of approximately 15.6%[4] - Gross profit for the same period was HKD 44,566,000, compared to HKD 42,718,000 in the previous year, indicating a gross margin improvement[4] - The company reported a loss before tax of HKD 37,314,000, a significant reduction from a loss of HKD 136,165,000 in the prior year, reflecting a decrease of approximately 72.6%[4] - Total comprehensive loss for the period was HKD 34,651,000, down from HKD 154,768,000 in the previous year, showing a reduction of about 77.7%[7] - The company recorded a loss per share of HKD 15.38 for the current period, an improvement from HKD 51.84 in the same period last year[4] - The company reported a net loss of approximately HKD 41.09 million for the six months ended September 30, 2024, compared to a net loss of HKD 138.50 million for the same period in 2023, indicating a significant improvement[53] Revenue Segments - For the six months ended September 30, 2024, the total revenue from external customers was HKD 49,221,000, an increase of 15.5% compared to HKD 42,718,000 for the same period in 2023[24] - The property investment segment generated revenue of HKD 7,154,000, down 10.3% from HKD 7,971,000 in the previous year[24] - The lending business segment reported revenue of HKD 37,364,000, up 7.5% from HKD 34,747,000 in the prior year[24] - The general trading business segment contributed HKD 4,703,000 in revenue, which was not present in the previous year's results[24] - Rental income from investment properties for the same period was approximately HKD 7.15 million[52] - The total loan portfolio reached approximately HKD 657 million with an average interest rate of 11.18%, generating interest income of about HKD 37.36 million[52] Assets and Liabilities - Non-current assets as of September 30, 2024, totaled HKD 500,038,000, an increase from HKD 289,933,000 as of March 31, 2024[10] - Current liabilities were reported at HKD 122,907,000, slightly up from HKD 118,518,000 in the previous period[10] - The total assets of the reporting segments amounted to HKD 663,636,000 as of September 30, 2024, a decrease from HKD 689,435,000 as of March 31, 2024[26] - The total liabilities of the reporting segments were HKD 184,616,000 as of September 30, 2024, compared to HKD 181,960,000 as of March 31, 2024[26] - The company’s total assets decreased from HKD 713,945,000 as of March 31, 2024, to HKD 690,769,000 as of September 30, 2024[26] - As of September 30, 2024, the company's net current assets were approximately HKD 67.82 million, down from HKD 305.49 million as of March 31, 2024[56] - The company's bank borrowings amounted to approximately HKD 86 million, with a debt-to-equity ratio of about 18.05%[56] Investments and Financial Position - The valuation loss on investment properties was HKD 3,624,000, compared to a gain of HKD 1,959,000 in the previous year, indicating a shift in market conditions[4] - The company recorded a significant decrease in expected credit loss provisions for loans and interest, amounting to HKD 74.68 million compared to HKD 61.57 million in the previous year[35] - As of September 30, 2024, the group has mortgaged investment properties valued at approximately HKD 154 million to secure loans from its wholly-owned subsidiary Shanghai Xiangchenxing Property Co., Ltd.[60] - The company did not have any significant investments that accounted for more than 5% of total assets as of September 30, 2024[57] Corporate Governance and Compliance - The company has not applied new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective, and it is currently assessing their potential impact[19] - The company did not recommend any interim dividend for the six months ended September 30, 2024[50] - The company has adhered to the corporate governance code, with a noted deviation regarding the roles of the chairman and CEO being held by the same individual.[67] - The audit committee, consisting of three independent non-executive directors, oversees the financial reporting process and internal controls of the group.[69] - The interim financial statements for the period have been reviewed by the company's auditor, with no reservations noted in their report.[70] - The company has adopted a standard code of conduct for directors regarding securities trading, with no known violations reported.[71] Employment and Future Plans - The group employed 26 staff members as of September 30, 2024, with compensation based on statutory minimum wage, market terms, and individual performance.[64] - The group plans to continue seeking potential trade opportunities and suitable investment properties to increase rental income, while also focusing on its lending business for stable revenue.[65] - There were no acquisitions or disposals of subsidiaries during the six months ending September 30, 2024.[63] - There were no purchases, redemptions, or sales of the company's listed securities during the six months ending September 30, 2024.[66]

Financial Performance - The group's revenue for the fiscal year ending March 31, 2024, was approximately HKD 66,390,000, a decrease of about 2.7% compared to HKD 68,260,000 in the previous year[35] - The net loss for the year ended March 31, 2024, was approximately HKD 130,820,000, compared to a net loss of approximately HKD 57,180,000 for the previous year, resulting in a basic loss per share of HKD 0.49[70] - Rental income recorded for the year was approximately HKD 19,740,000[37] - The group incurred a loss primarily due to expected credit losses from receivables amounting to HKD 38,030,000 and valuation losses on investment properties of HKD 7,870,000, with a one-time loss of HKD 57,050,000 due to government land acquisition[47] Expenses and Costs - Administrative expenses for the year were approximately HKD 25,650,000, an increase of about 34% from HKD 16,920,000 in the previous year, attributed to the normalization of business activities[36] - Financing costs for the year were approximately HKD 7,500,000, down from HKD 9,050,000 in the previous year[36] - The group's total auditor fees for the year were approximately HKD 1,092,000, unchanged from the previous year[21] Assets and Liabilities - As of March 31, 2024, the total loan portfolio reached approximately HKD 646,240,000, with an average interest rate of 11.20%, generating interest income of approximately HKD 46,650,000 during the year[72] - The group's bank borrowings as of March 31, 2024, were approximately HKD 78,470,000, a decrease from HKD 86,740,000 in the previous year[87] - The net current assets of the group were approximately HKD 305,490,000 as of March 31, 2024, down from HKD 344,860,000 in the previous year[113] - The total reserves available for distribution to shareholders were approximately HKD 453,401,000 as of March 31, 2024, compared to approximately HKD 491,631,000 in the previous year[111] Risk Management and Compliance - The group maintained effective and adequate risk management and internal control systems as of March 31, 2024[21] - The company has complied with the relevant listing rules regarding the issuance of loans to borrowers as of March 31, 2024[61] - The management and board conduct quarterly reviews to monitor loan recoverability and identify potential risks[56] - The company’s credit risk assessment process includes evaluating clients' credit status, financial condition, and repayment ability[74] Corporate Governance - The board of directors is responsible for ensuring the implementation of the group's overall strategy and coordinating business operations[1] - The board consists of six members, including three executive directors and three independent non-executive directors[196] - The chairman also serves as the CEO, which deviates from the Corporate Governance Code, but the board believes this structure facilitates strong leadership and effective decision-making[176] - The company has established a remuneration committee that met once during the reporting period to review and approve management's compensation proposals[191] Business Operations - The group’s business activities primarily included property investment and lending operations during the review year[48] - The group plans to continue expanding its property investment business to increase rental income and maintain focus on its lending business for stable revenue[86] - The company holds a money lender license under the Money Lenders Ordinance in Hong Kong, providing loans to both corporate and individual clients[73] Shareholder Information - The board of directors did not recommend any dividend distribution for the fiscal year ending March 31, 2024[125] - The company has not entered into any equity-linked agreements during the fiscal year ending March 31, 2024[129] - The company has not disclosed any significant related party transactions in the financial statements[142] Audit and Reporting - The audit committee consists of three independent non-executive directors, responsible for reviewing the independence of external auditors and internal control systems[181] - The environmental, social, and governance report will be published on July 31, 2024, detailing the company's policies and performance[150] - The company has not disclosed any significant events after the reporting period[167]