謹此提述中證國際有限公司（「本公司」）日期為二零二四年十月三十一日之通函（「該 通函」）及股東週年大會（「股東週年大會」）通告（「股東週年大會通告」）。除文義另 有界定者外，本公佈所採用之詞彙與該通函及股東週年大會通告所界定者具有相 同涵義。 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佈全部或任何 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。 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)二零二四年十一月二十九日舉行之股東週年大會投票結果；及 (2)委任獨立非執行董事 股東週年大會之投票結果 本公司董事（「董事」）會（「董事會」）欣然公佈，於二零二四年十一月二十九日舉行 之股東週年大會上，股東週年大會通告所載之全部決議案已由股東以投票表決方 式表決。本公司之香港股份過戶登記分處聯合證券登記有限公司負責在股東週年 大會上監票。 於股東週年大會日期，賦予股東權利出席股東週年大會並可於會上投票贊成或 ...

NOTIFICATION LETTER 通知信函 ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中 證 國 際 有 限 公 司 (Incorporated in Bermuda with limited liability) （於百慕達註冊成立的有限公司） (Stock Code 股份代號: 943) Dear Non-registered Shareholder(s)(Note 1) 作為非登記股東，如 閣下欲以電子方式收取本公司的公司通訊， 閣下應聯絡代 閣下持有股份的銀行、經紀、託管商、代理人或香港中央結算 （代理人）有限公司（統稱「中介公司」），並向 閣下的中介公司提供 閣下的電子郵件地址。請聯絡 閣下的中介公司以了解詳細程序。如果 本公司沒有從香港中央結算（代理人）有限公司收到 閣下的有效電子郵件地址，本公司將無法透過電子郵件方式發送公司通訊的登載通知。 The following document(s) of Zhongzheng International Company Limited ("Company") has/have been prepared i ...

ZHONGZHENG INTERNATIONAL COMPANY LIMITED 中 證 國 際 有 限 公 司 (Incorporated in Bermuda with limited liability) （於百慕達註冊成立的有限公司） (Stock Code 股份代號: 943) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 31 October 2024 Yours faithfully Zhongzheng International Company Limited Note: Corporate Communications include, but not limited to (a) directors' report, annual accounts together with auditors' report and, where applicable, its summary financial report; (b) interim report and, where applicable, its summary ...

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。 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） 股東週年大會通告 茲通告中證國際有限公司（「本公司」）謹訂於二零二四年十一月二十九日（星期五） 上午十一時三十分假座香港灣仔告士打道56號東亞銀行港灣中心10樓1005室舉行 股東週年大會（「股東週年大會」），藉以考慮下列議程： 普通決議案 1 1. 省覽及採納截至二零二四年六月三十日止年度之經審核財務報表、董事會報 告書及獨立核數師報告書。 2. (a) 重選譚立維先生為本公司董事。 (b) 重選劉力揚先生為本公司董事。 3. 考慮及批准委任楊紉桐女士為本公司獨立非執行董事。 4. 授權董事會釐定董事薪酬。 5. 續聘中匯安達會計師事務所有限公司為核數師並授權董事會釐定其酬金。 3 (a) 在下文(c)段之規限下，一般及無條件批准本公司董事（「董事」） ...

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、持 牌證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下之全部中證國際有限公司（「本公司」）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、股票 經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不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。 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） 建議 (1) 授出購回與發行新股份之一般授權； (2) 重選退任董事； (3) 委任獨立非執行董事； 及 (4) 股東週年大會通告 董事會函件載於本通函第3至7頁。 中證國際有限公司謹訂於二零二四年十一月二十九日（星期五）上午十一時三十分假 座香港灣仔告士打道56號東亞銀行港灣中心10樓1005室舉行股東週年大會，召 ...

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) 2023/2024 2023/2024 環境、社會及管治報告 Zhongzheng International Company Limited ( Incorporated in Bermuda with Limited Liability ) ( Stock Code : 943 ) ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 目錄 | 關於本報告 | P.2 | | --- | --- | | 緒言 | P.3 | | 管治架構 | P.4 | | 報告原則 | P.5 | | 報告範圍 | P.6 | | 持份者參與 | P.7 | | 重要性評估 | P.9 | | 環境責任 | P.10 | | A1層面：產生的排放物及廢棄物 | P.10 | | A2層面：資源使用 | P.15 | | A3層面：環境及天然資源 | P.19 | | A4層面：氣候變化 | P.19 | | 社會責任 | P.20 | | B1層面：僱傭 | P.20 | | B2層面：工作場所的健康與安全 | ...

Financial Performance - The total revenue for the year ended June 30, 2024, was HKD 147,242,000, a significant decrease of 83.1% compared to HKD 869,637,000 in the previous year[2] - The gross profit for the same period was HKD 22,989,000, down 91.0% from HKD 253,687,000 in the prior year[2] - The operating loss for the year was HKD 38,719,000, compared to an operating profit of HKD 405,192,000 in the previous year[2] - The net loss attributable to the owners of the company was HKD 699,345,000, a stark contrast to a profit of HKD 69,131,000 in the previous year[3] - Total revenue for the year was HKD 148,499,000, a significant decrease of 83.0% compared to HKD 872,910,000 in the previous year[9] - The reported segment loss for the year ended June 30, 2024, was HKD (758,313,000), compared to HKD (181,191,000) in the previous year, indicating a substantial increase in losses[19] - The company reported a pre-tax loss of HKD 892,378,000 for the fiscal year 2024, compared to a profit of HKD (199,761,000) in 2023[25] - The company recorded a comprehensive loss attributable to owners of approximately HKD 699,345,000, compared to a profit of HKD 69,131,000 in the previous fiscal year[84] Assets and Liabilities - The total assets decreased to HKD 1,665,703,000 from HKD 2,061,548,000, reflecting a decline of 19.2%[4] - The current liabilities exceeded current assets, resulting in a net current liability of HKD 473,718,000, compared to a net current asset of HKD 68,305,000 in the previous year[4] - The company’s equity attributable to owners decreased to HKD 293,066,000 from HKD 974,130,000, a decline of 69.9%[6] - The total assets reported as of June 30, 2024, were HKD 2,293,705,000, down from HKD 3,025,006,000 in 2023, a decrease of about 24.2%[19] - The total liabilities as of June 30, 2024, were HKD 2,178,656,000, compared to HKD 2,062,470,000 in the previous year, indicating an increase of approximately 5.6%[19] - The group's current liabilities net amount was approximately HKD 473,718,000, resulting in a current ratio of 0.78, down from 1.03 on June 30, 2023[107] - Total debt and borrowings amounted to approximately HKD 1,344,401,000 as of June 30, 2024, compared to HKD 1,363,956,000 on June 30, 2023[108] Revenue Breakdown - Revenue from property development was HKD 46,664,000, down 93.3% from HKD 697,216,000 year-on-year[10] - Revenue from the manufacturing and sales of health and household products was HKD 100,278,000, a decline of 42.0% from HKD 172,421,000 in the previous year[10] - Coal mining royalty income was HKD 300,000, with no revenue reported in the previous year[9] - Interest income from lending activities decreased to HKD 1,257,000, down 61.6% from HKD 3,273,000 year-on-year[9] - Revenue from the United States for the year ended June 30, 2024, was HKD 75,620,000, down from HKD 140,165,000 in 2023, a decline of approximately 46.1%[21] Impairment and Losses - The company reported a significant impairment loss on development properties amounting to HKD 196,443,000[2] - The impairment loss recognized for Chengde Jinyu's equity was approximately HKD 288,775,000 in 2024, up from HKD 75,860,000 in 2023, reflecting deteriorating asset recoverability[36] - The group recognized an impairment loss of approximately HKD 68,155,000 on receivables from Chengde Jinyu in 2024, whereas there was no such loss in 2023[37] - The total impairment provision for receivables increased to HKD 44,987,000 in 2024 from HKD 38,058,000 in 2023, indicating rising credit risk[40] - The company recognized a reversal of impairment loss of HKD (31,761,000) related to exploration and evaluation assets due to the approval of mining operations by the Indonesian government[33] Cash Flow and Financing - The company reported a net cash outflow from operating activities of approximately HKD 21,120,000 for the year ended June 30, 2024, against current liabilities of about HKD 473,718,000[60] - The company has not made scheduled repayments on certain borrowings as of June 30, 2024, raising significant doubts about its ability to continue as a going concern[60] - The auditor expressed concerns regarding the recoverability of exploration and evaluation assets, which had a zero balance as of June 30, 2023, and the appropriateness of impairment losses recognized for the years ended June 30, 2023, and June 30, 2024[61] - The company has established a long-term relationship with banks and is confident in renewing bank borrowings of approximately HKD 4,900,000 upon maturity[82] Operational Changes and Future Outlook - The company has suspended construction on development properties since August 2022, indicating a strategic shift in operations[43] - The coal mining business received government approval for its work and budget plan on December 31, 2023, with coal production expected to start in April 2024 and the first sale in May 2024[93] - The company anticipates additional cash flow from the full launch of new products and a recovery in electric toothbrush sales in the coming year[82] - The company plans to implement revolutionary production designs to achieve maximum cost efficiency in terms of production volume and quality[82] - The company is considering legal action to recover receivables and may sell them to collection agencies or asset management companies due to ongoing litigation[58] Auditor's Concerns and Management Response - The auditor has issued a qualified opinion on the accuracy of bank borrowings and related financing costs due to lack of feedback from banks[77] - The management acknowledges the uncertainty regarding the recoverability of other receivables and accepts the auditor's qualified opinion on this matter[74] - The management believes that the qualified opinions have been fully addressed following the completion of the sale of relevant interests[80] Employee and Dividend Information - The group employed 588 staff as of June 30, 2024, with 20 in Hong Kong, 567 in China, and 1 in Indonesia[116] - The board did not recommend any dividend payment for the year ending June 30, 2024, consistent with the previous year[119]

Financial Performance - Total revenue for the six months ended December 31, 2023, was HKD 83,786,000, a decrease of 88.8% compared to HKD 745,823,000 for the same period in 2022[2] - Gross profit for the period was HKD 5,808,000, down 97.1% from HKD 198,132,000 year-on-year[2] - Operating loss for the period was HKD 21,421,000, compared to an operating profit of HKD 141,502,000 in the previous year[2] - Total comprehensive loss for the period amounted to HKD 925,483,000, significantly higher than the loss of HKD 94,197,000 in the same period last year[3] - The company reported a net loss attributable to owners of the company of HKD 694,210,000, compared to a loss of HKD 34,736,000 in the prior year[3] - The basic loss per share for the period was HKD 5.62, compared to HKD 0.32 in the previous year[3] - The group reported a total loss of HKD 937,183,000 for the six months ended December 31, 2023, compared to a profit of HKD 104,101,000 in the same period of 2022[12] - The attributable comprehensive loss for the period was approximately HKD 694,210,000, significantly higher than the HKD 34,736,000 loss in the same period last year[44] Assets and Liabilities - As of December 31, 2023, total assets were HKD 1,565,956,000, down from HKD 2,061,548,000 as of June 30, 2023[4] - Current liabilities exceeded current assets by HKD 526,761,000, indicating a significant liquidity issue compared to a net asset position of HKD 68,305,000 in the previous period[4] - The company’s equity attributable to owners decreased to HKD 309,476,000 from HKD 974,130,000 as of June 30, 2023[5] - The group’s total assets as of December 31, 2023, amounted to HKD 1,523,110,000, while total liabilities were HKD 1,779,134,000[11] - Total borrowings as of December 31, 2023, were approximately HKD 1,082,641,000, slightly up from HKD 1,081,356,000 as of June 30, 2023[32] - The total debt and borrowings of the group amounted to approximately HKD 1,365,241,000 as of December 31, 2023, slightly increasing from HKD 1,363,956,000 as of June 30, 2023[84] - The group's debt ratio, calculated as total debt and borrowings divided by total equity, was 2,350.6% as of December 31, 2023, significantly up from 141.7% as of June 30, 2023[85] Cash Flow - The net cash inflow from operating activities for the six months ended December 31, 2023, was HKD 14,101,000, a decrease of 8.06% from HKD 15,337,000 in the same period of 2022[7] - Cash and cash equivalents at the end of the period increased to HKD 43,845,000 from HKD 41,427,000 at the beginning of the period, reflecting a net increase of HKD 10,469,000[7] - The group’s financing activities resulted in a net cash outflow of HKD 3,630,000 for the six months ended December 31, 2023, compared to HKD 85,703,000 in the same period of 2022[7] Impairment and Losses - The company recognized impairment losses on properties under development amounting to HKD 405,267,000 during the period[2] - The impairment loss on interests in associates amounted to HKD 327,144,000, while the impairment loss on receivables from associates was HKD 68,093,000[25] - The company confirmed an impairment loss of approximately HKD 405,300,000 related to the Nanjing project's development properties[75] - The net realizable value of the properties available for sale as of December 31, 2023, was determined to be below their carrying amount, resulting in a write-down of approximately HKD 9,584,000 recognized as a cost of sales[67] Revenue Segments - The revenue from property development for the six months ended December 31, 2023, was HKD 36,495,000, a significant decrease from HKD 632,606,000 in the same period of 2022[12] - The health and household products segment generated revenue of approximately HKD 47,291,000, a decrease of about 58.2% from HKD 113,217,000 in the previous year[46] - The lending division generated revenue of approximately HKD 284,000 during the period, a significant decrease from HKD 653,000 in the first half of 2022/2023[51] Financing and Debt Management - The company has been actively seeking refinancing for a secured bank loan of approximately RMB 319,700,000 related to the Nanjing project, but no substantial progress has been made[23] - The company is currently seeking other potential buyers for its property development projects in China after a previous buyer withdrew due to market conditions and unresolved debt issues[59] - The company has faced significant challenges in financing due to the suspension of the Luanping project and the inability to obtain additional financing for overdue loans[61] - The company is actively seeking financing or refinancing of a secured bank loan amounting to RMB 319,740,000 (approximately HKD 353,187,000) to restore the Nanjing project, but there has been no substantial progress since October 2022[70] Corporate Governance and Management - The company did not recommend any interim dividend for the six months ended December 31, 2023, consistent with the previous year[20] - The group employed 19 staff in Hong Kong, 510 in China, and 2 in Indonesia as of December 31, 2023, with a decrease in total employees from 589 to 531[92] - There were changes in the board and senior management, including the resignation of key executives during the reporting period[93] - The company confirmed that all directors complied with the standard code of conduct for securities trading during the six months ending December 31, 2023[99] - The company adhered to all corporate governance practices as per the listing rules during the six months ending December 31, 2023[100]

Tax Expenses - Zhongzheng International Company Limited reported a preliminary interim performance for the six months ending December 31, 2023, with a tax expense of 24,093 thousand HKD, a significant decrease from 134,249 thousand HKD in the same period of 2022[2] - The company recorded a provision for current year corporate income tax of 2,743 thousand HKD, down from 31,451 thousand HKD year-on-year[2] - Land appreciation tax for the period was reported at 4,007 thousand HKD, compared to 125,818 thousand HKD in the previous year[2] - Deferred tax items showed an expense of (30,843) thousand HKD, an increase from (23,020) thousand HKD in the prior year[2] Clarifications - The board confirmed that the clarifications made do not affect any other information disclosed in the interim performance announcement[3]

Financial Performance - Total revenue for the six months ended December 31, 2023, was HKD 83,786,000, a significant decrease of 88.8% compared to HKD 745,823,000 for the same period in 2022[2] - Gross profit for the same period was HKD 5,808,000, down 97.1% from HKD 198,132,000 in the previous year[2] - The company reported a total loss for the period of HKD 929,060,000, compared to a loss of HKD 47,537,000 in the prior year, indicating a substantial increase in losses[4] - The loss attributable to the owners of the company was HKD 694,210,000, compared to HKD 34,736,000 in the previous year[4] - The reported segment loss for the six months ended December 31, 2023, was HKD (937,183,000), compared to a profit of HKD 104,101,000 in the same period of 2022[14] - The company reported a net loss before tax of HKD (953,153,000) for the six months ended December 31, 2023, compared to a profit of HKD 86,712,000 in the same period of 2022[14] - The comprehensive loss attributable to the company's owners was approximately HKD 694,210,000, significantly increasing from HKD 34,736,000 in the first half of 2022/23[46] Assets and Liabilities - The company's total assets decreased to HKD 1,565,956,000 as of December 31, 2023, from HKD 2,061,548,000 as of June 30, 2023[5] - Current liabilities exceeded current assets by HKD 526,761,000, indicating a significant liquidity issue compared to a net asset position of HKD 68,305,000 as of June 30, 2023[5] - The segment assets as of December 31, 2023, totaled HKD 1,523,110,000, down from HKD 2,366,979,000 as of June 30, 2023[14] - The total debt and borrowings amount to approximately HKD 1,365,241,000 as of December 31, 2023, slightly up from HKD 1,363,956,000 on June 30, 2023[96] - The debt ratio is reported at 2,350.6% as of December 31, 2023, significantly higher than 141.7% on June 30, 2023[97] Impairment and Financing Costs - The company recorded an impairment loss of HKD 405,267,000 on properties under development during the period[4] - Financing costs increased significantly to HKD 109,358,000 from HKD 30,076,000 in the previous year, reflecting higher borrowing costs[4] - The company recognized an impairment loss of approximately HKD 405.3 million due to the net realizable value of the Nanjing project's properties being assessed below their book value[28] - The company recognized an impairment loss of approximately HKD 327.1 million related to the Luanping project due to significant uncertainties in business prospects[29] - The company has recognized a provision for impairment losses of approximately HKD 68.1 million on receivables from joint ventures due to insufficient assets to repay debts[29] Revenue Streams - Revenue from the health and household products business was approximately HKD 47,291,000, a decrease of about 58.2% compared to HKD 113,217,000 in the first half of 2022/23[49] - The lending division generated revenue of approximately HKD 284,000 in the current period, a decrease from HKD 653,000 in the previous year[57] - The sales revenue recognized from the Dongguan project during the period is approximately HKD 36,495,000, compared to HKD 632,606,000 in the first half of 2022/23[73] Shareholder and Dividends - The company did not declare any interim dividend for the six months ended December 31, 2023, consistent with the previous year[24] - The group will not issue any dividends for the current period, consistent with the previous period[104] Future Plans and Projects - The company is actively seeking refinancing for a secured bank loan of approximately RMB 319.7 million and aims to resume the Nanjing property development project, but there has been no substantial progress since October 2022[28] - The company is seeking potential buyers for its property development projects in China after a previous buyer withdrew due to market conditions[64] - The company plans to identify potential buyers for its property projects, including the Nanjing project, aiming to complete sales before 2024[84] - The group expects sales growth in the health and household products business due to faster market entry strategies, private label retail, and new product innovations[87] Cash and Bank Balances - The company has approximately HKD 43,845,000 in cash and bank deposits as of December 31, 2023, an increase from HKD 41,427,000 on June 30, 2023[93] - Cash and cash equivalents totaled approximately HKD 43.8 million as of December 31, 2023, compared to HKD 41.4 million as of June 30, 2023[33] Operational Challenges - The Luanping project, a major land development initiative, has faced operational suspension since 2019 due to environmental issues, with significant overdue debts totaling approximately HKD 1,364,607,000[66] - The Nanjing project "Quanyue Chunfeng" has paused construction since August 2022 due to funding shortages and COVID-19 impacts, with 39 residential units pre-sold, accounting for 14.4% of the available saleable area[77] - The company has assessed the net realizable value of the Nanjing project as lower than its book value, leading to an impairment loss of approximately HKD 405,300,000[80] Management and Governance - The board of directors consists of two executive directors, one non-executive director, and three independent non-executive directors[110]