香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中證國際有限公司 （於百慕達註冊成立之有限公司） （股份代號：943） 股東特別大會通告 4 茲通告中證國際有限公司（「本公司」）謹訂於二零二五年七月十日（星期四）上午 十一時正假座香港灣仔告士打道56號東亞銀行港灣中心10樓05室舉行股東特別大 會（「股東特別大會」或「大會」），以考慮及酌情通過（不論有否修訂）下列決議案 作為本公司之決議案（本通告中未明確界定之詞語及詞彙具有本公司日期為二零 二五年六月十九日之通函（「通函」）所界定之相同涵義）： 特別決議案 1 1. 「動議：待（其中包括）香港聯合交易所有限公司上市委員會批准因股份合併（定 義見下文）而產生之合併股份（定義見下文）上市及買賣後： (a) 將本公司股本中每二十(20)股每股面值0.00004港元的已發行及未發行現 有股份合併為一(1)股每股面值0.0008港 ...

此乃要件 請即處理 閣下如對本通函或應採取之行動有任何疑問，應諮詢 閣下之持牌證券商或註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下之全部中證國際有限公司之股份出售或轉讓，應立即將本通函及隨附之代表委任表格送交買主或承讓人，或經手買賣或轉 讓之銀行、持牌證券商或其他註冊證券交易商或註冊證券機構或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概 不就因本通函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。 本通函僅供參考，並不構成向股東或任何其他人士提呈收購、購買或認購本公司任何證券之邀請或要約。 中證國際有限公司 ZHONGZHENG INTERNATIONAL COMPANY LIMITED （於百慕達註冊成立之有限公司） （股份代號：943） (1)建議股份合併、削減股份溢價及更改每手買賣單位； (2)有關根據債務資本化之特別授權發行新股份之關連交易； (3)申請清洗豁免； (4)建議按於記錄日期每持有兩(2)股合併股份獲發一(1)股 供股股份之基準進 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中證國際有限公司 （於百慕達註冊成立之有限公司） （股份代號：943） 延遲寄發通函 茲提述中證國際有限公司（「本公司」）日期為二零二五年五月十五日之公告（「該公 告」），內容有關（其中包括）股份合併、削減股份溢價、更改每手買賣單位、債務 資本化及供股。除文義另有所指外，本公告所用詞彙與該公告所界定者具有相同 涵義。 誠如該公告所披露，一份載有（其中包括）(i)計劃之進一步詳情；(ii)獨立董事委員 會之推薦建議函件；(iii)領智企業融資致獨立董事委員會及獨立股東之意見函件； (iv)上市規則及收購守則項下規定之其他資料；及(v)召開股東特別大會通告之通 函（「通函」）應根據上市規則第14A.68(11)條於該公告日期起15個營業日內寄發予 股東（包括不合資格股東）及收購守則規則8.2於該公告日期起計21日內（以較早者 為 ...

Core Viewpoint - The company is implementing a series of financial restructuring measures including share consolidation, debt capitalization, and a rights issue to improve its financial position and comply with listing rules [1][2][3] Group 1: Share Consolidation and Capital Structure - The board proposes to consolidate every 20 existing shares with a par value of HKD 0.00004 into 1 share with a par value of HKD 0.0008 [1] - After the consolidation, the company's legal capital will remain HKD 1 billion, divided into 125 billion consolidated shares, with 641 million shares issued [1] - The trading unit will change from 8,000 existing shares to 16,000 consolidated shares [1] Group 2: Debt Capitalization Agreements - The company has entered into two debt capitalization agreements, agreeing to issue 289.6 million shares to Subscriber I and 215 million shares to Subscriber II at a capitalization price of HKD 0.20 per share [2] - The total amount of the capitalization issuance is approximately HKD 10.09 million, which will offset the company's debts to the subscribers [2] - Post-capitalization, the capitalized shares will represent about 78.7% of the issued share capital after consolidation [2] Group 3: Rights Issue - Following the completion of debt capitalization, the company plans to issue 573 million rights shares at a price of HKD 0.20 per share, aiming to raise up to approximately HKD 114.6 million [3] - The net proceeds from the rights issue are estimated to be around HKD 112 million after expenses [3]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購公司證券的邀請或要約。 ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中證國際有限公司 （於百慕達註冊成立之有限公司） （股份代號：943） (1)建議股份合併、削減股份溢價及更改每手買賣單位； (2)有關根據債務資本化之特別授權發行新股份之關連交易； (3)申請清洗豁免； (4)建議按於記錄日期每持有兩(2)股合併股份獲發一 (1)股供股股份之基準進行供股； (5)有關包銷協議之關連交易； 及 (6)委任獨立財務顧問 本公司財務顧問 創越融資有限公司 獨立董事委員會及獨立股東之獨立財務顧問 配售代理 Primary usage, in full color printing with white background 1 One color that cannot use gradual color printing Solid ...

ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中 證 國 際 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 943) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder (Note 1) , 21 March 2025 The following document(s) of Zhongzheng International Company Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.zhongzheng.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- • 2025 Int ...

ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中 證 國 際 有 限 公 司 (Incorporated in Bermuda with limited liability) (Stock Code: 943) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 21 March 2025 The following document(s) of Zhongzheng International Company Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.zhongzheng.com.hk and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites"):- • 2025 Interim Report ...

Financial Performance - Revenue for the six months ended December 31, 2024, was HKD 64,022,000, representing a 35.3% increase from HKD 47,291,000 in the same period of 2023[4] - Total income for the same period was HKD 64,532,000, up 35.5% from HKD 47,575,000 year-on-year[4] - Gross profit increased to HKD 16,300,000, a rise of 15.1% compared to HKD 14,160,000 in the previous year[4] - Operating loss narrowed to HKD 10,466,000 from HKD 12,831,000, indicating improved operational efficiency[4] - The loss attributable to the company’s owners for continuing operations was HKD 36,945,000, compared to HKD 20,519,000 in the prior year[5] - Total comprehensive loss for the period was HKD 15,745,000, significantly reduced from HKD 925,483,000 in the previous year[5] - The basic loss per share for continuing operations was HKD 0.29, compared to HKD 0.17 in the previous year[5] - The group reported a period loss of approximately HKD 89,153,000 for the six months ended December 31, 2024, compared to a loss of HKD 694,210,000 for the same period in 2023[25] - The loss from discontinued operations was approximately HKD 52,208,000, down from HKD 673,691,000 in the previous period[52] Assets and Liabilities - Non-current assets totaled HKD 649,085,000 as of December 31, 2024, compared to HKD 628,002,000 at the end of June 2024[6] - Current liabilities decreased to HKD 187,861,000 from HKD 2,139,421,000, reflecting a significant reduction in financial obligations[6] - The company reported a net asset value of HKD 281,880,000, up from HKD 115,049,000 in the previous period[7] - The company has a net current liability of approximately HKD 103,150,000 as of December 31, 2024, raising significant uncertainty regarding its ability to continue as a going concern[12] - The total bank and cash balance as of December 31, 2024, was approximately HKD 2,339,000, a significant decrease from HKD 20,135,000 as of June 30, 2024[35] - The company's total borrowings as of December 31, 2024, were approximately HKD 28,963,000, a decrease from HKD 1,058,801,000 as of June 30, 2024[37] - The current liabilities net amount as of December 31, 2024, was approximately HKD 103,150,000, down from HKD 473,718,000 as of June 30, 2024, resulting in a current ratio of 0.45[75] - Total debt and borrowings amounted to approximately HKD 327,063,000 as of December 31, 2024, significantly reduced from HKD 1,344,401,000 as of June 30, 2024[76] Cash Flow - The company reported a net cash outflow from operating activities of HKD 11,948,000 for the six months ended December 31, 2024, compared to a net inflow of HKD 14,101,000 in the same period of 2023[9] - The company reported a net cash outflow from investing activities of HKD 16,218,000 for the six months ended December 31, 2024[9] - The company’s cash balance in Renminbi was approximately HKD 185,000 as of December 31, 2024, a significant drop from HKD 16,131,000 as of June 30, 2024[35] Business Operations - The company plans to cease its property development and first-tier land development business in China following the sale of its wholly-owned subsidiary[10] - The company is implementing cost-saving measures to improve its operating cash flow and financial condition[14] - The company has issued new shares amounting to HKD 21,028,000 due to debt capitalization[8] - The company completed the sale of its entire equity interest in Hong Kong Zhongzheng City Investment Co., Ltd. for HKD 53,700,000 on July 22, 2024[44] - The company has terminated its property development and first-level land development business in China, completing the sale of all related equity and loans for HKD 53,700,000[67] Segment Performance - Revenue from the manufacturing and sales of healthcare and household products increased to HKD 62,575,000 from HKD 47,291,000, reflecting a growth of approximately 32.2%[16] - The segment loss for continuing operations was HKD 36,880,000, compared to a loss of HKD 20,519,000 in the prior year, indicating an increase in losses of approximately 79.8%[16] - The gross profit margin for the health and household products segment was approximately 22.9%, down from about 29.3% in the first half of 2023/2024, attributed to increased material costs due to a surge in sales orders[56] - The coal mining segment recorded royalty income of approximately HKD 1,447,000 and segment profit of about HKD 903,000 during the period, compared to a segment loss of approximately HKD 356,000 in the first half of 2023/2024[63] Impairment and Provisions - The company recognized impairment losses on other receivables of approximately HKD 16,086,000 and on loans and interest of approximately HKD 2,616,000 during the period[53] - The group recognized an impairment loss of approximately HKD 405,300,000 related to development properties held for sale in Nanjing as of December 31, 2023[23] - The impairment loss on interests in associates was recorded at HKD 327,144,000 for the six months ended December 31, 2023[22] Shareholder Information - Major shareholders include Low Thiam Herr with 2,206,750,364 shares (17.21%), Yang Bin with 2,102,817,178 shares (16.40%), and Lim Kim Chai with 1,569,420,951 shares (12.24%) as of December 31, 2024[88] - The company’s total issued and paid-up shares increased to 12,824,484,010 as of December 31, 2023, from 10,721,666,832 on July 1, 2023, due to debt capitalization[20] Corporate Governance - The company confirmed compliance with the standard code for securities transactions by all directors during the six months ending December 31, 2024[92] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited interim financial statements for the six months ending December 31, 2024[84] - The company has adhered to all corporate governance practices as stipulated in the listing rules during the six months ending December 31, 2024[93]

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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中證國際有限公司 （於百慕達註冊成立之有限公司） （股份代號：943） 內幕消息－ 訂立和解契據 本公佈乃根據上市規則第13.09(2)(a)條及香港法例第571條證券及期貨條例第XIVA 部項下之內幕消息條文（定義見上市規則）作出。 緒言 謹此提述本公司日期為(i)二零一九年五月三十一日之公佈，內容有關（其中包括） Access Sino（本公司直接全資附屬公司）向Joyful Treasure出售Ample One全部已發 行股本；及(ii)二零二一年二月一日之公佈，內容有關（其中包括）延長有關出售事 項之代價付款。 於二零一九年五月三十一日，Access Sino（作為賣方）、Joyful Treasure（作為買方） 及擔保人（作為Joyful Treasure之擔保人）訂立出售協議，內容有關買賣Ample One ...

Financial Performance - Revenue for the six months ended December 31, 2024, was HKD 64,022,000, representing a 35.3% increase from HKD 47,291,000 in the same period of 2023[2] - Total income for the same period was HKD 64,532,000, up 35.6% from HKD 47,575,000[2] - Gross profit increased to HKD 16,300,000, a rise of 15.1% compared to HKD 14,160,000[2] - Operating loss for the period was HKD 10,466,000, an improvement from a loss of HKD 12,831,000 in the previous year[2] - Loss before tax from continuing operations was HKD 36,880,000, compared to HKD 20,519,000 in the prior period[3] - Total loss for the period was HKD 92,615,000, significantly reduced from HKD 929,060,000 in the same period last year[5] - Basic loss per share for continuing and discontinued operations was HKD 0.70, down from HKD 5.62[5] - The group reported total revenue of HKD 64,532,000 for the six months ended December 31, 2024, a decrease of 23.3% compared to HKD 84,070,000 for the same period in 2023[18] - The group incurred a total loss of HKD 36,880,000 for the six months ended December 31, 2024, compared to a loss of HKD 20,519,000 for the same period in 2023[16] - The group reported a loss of approximately HKD 89,153,000 for the six months ended December 31, 2024, compared to a loss of HKD 694,210,000 for the same period in 2023[28] - The loss attributable to the company's owners for the period was approximately HKD 89,153,000, a significant decrease from HKD 694,210,000 in the previous period[67] - The loss from discontinued operations was approximately HKD 52,208,000, compared to HKD 673,691,000 in the previous period[69] Assets and Liabilities - Non-current assets totaled HKD 649,085,000, slightly up from HKD 628,002,000[6] - The group’s total assets amounted to HKD 146,093,000, while total liabilities were HKD 124,672,000 as of December 31, 2024[16] - The group has a net current liability of approximately HKD 103,150,000 as of December 31, 2024, indicating significant uncertainty regarding its ability to continue as a going concern[11] - Total borrowings as of December 31, 2024, are approximately HKD 28,963,000, a decrease from HKD 1,058,801,000 as of June 30, 2024, with a significant portion classified as current liabilities[44] - Shareholder loans total approximately HKD 298,100,000 as of December 31, 2024, with a portion of HKD 250,000,000 extended to 2027 for repayment[50] - The company's debt ratio was reported at 116.0% as of December 31, 2024, significantly lower than 1,168.5% as of June 30, 2024[99] Cash Flow and Financing - The group is implementing cost-saving measures to improve its operating cash flow and financial position[15] - Interest income from lending activities increased to HKD 510,000 for the six months ended December 31, 2024, compared to HKD 284,000 in the previous year[18] - The group’s financing costs for the six months ended December 31, 2024, totaled HKD 14,515,000, a significant decrease from HKD 109,358,000 in the same period of 2023[20] - The group’s management has prepared cash flow forecasts for at least the next 12 months to assess liquidity needs[13] - The group's bank and cash balances as of December 31, 2024, are approximately HKD 2,339,000, a decrease from HKD 20,135,000 as of June 30, 2024, with significant restrictions on certain funds[41] - The current ratio as of December 31, 2024, was 0.45, down from 0.78 as of June 30, 2024, indicating a decline in liquidity[97] Business Operations and Strategy - The company plans to terminate its property development and land development business in China following the sale of its wholly-owned subsidiary[9] - The healthcare and household products segment generated revenue of approximately HKD 62,575,000, an increase of about 32.3% compared to HKD 47,291,000 in the first half of 2023/2024, primarily due to major customers accelerating inventory replenishment in Q4 2024[72] - The company strategically expanded its B2B and B2C online business, enhancing product competitiveness and global customer acquisition through AI-driven customization tools and dynamic pricing models tailored for bulk purchasing[74] - The flagship product, a sonic vibration electric toothbrush, is set to begin mass production in May 2025, aiming to create new revenue streams[92] - The company maintains a cautious outlook for its coal mining business due to declining coal prices in Indonesia and an oversupply in the global market[94] Impairments and Losses - The group recognized an impairment loss of approximately HKD 405,300,000 related to development properties for the six months ended December 31, 2023[26] - The group recognized an impairment loss of approximately HKD 16,086,000 related to other receivables for the six months ended December 31, 2024[26] - The company has recognized additional impairment of approximately HKD 2,616,000 for accounts receivable loans and interest due to increased credit risk as of December 31, 2024[39] Shareholder and Governance - The major shareholder, Mr. Low Thiam Herr, has committed to providing financial support to the company[15] - The group did not declare any interim dividend for the six months ended December 31, 2024, consistent with the previous year[27] - The board of directors consists of two executive directors, one non-executive director, and four independent non-executive directors[111] Market and Economic Conditions - The United States remained the largest market for this segment, accounting for approximately 83.4% of revenue, while Germany contributed about 3.8%[74] - The company holds a 35% stake in Pacific Memory Sdn Bhd, which is engaged in commercial development in Malaysia, and is cautiously optimistic about new opportunities in the Malaysian real estate sector[86]