（於百慕達註冊成立之有限公司） WANG ON GROUP LIMITED （宏安集團有限公司）* （股份代號：1222） 於二零二五年八月十二日舉行之 股東特別大會之投票結果 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聲明，並明確表示，概不就因本公佈全部或任何部分 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。 董事會欣然宣佈，載於股東特別大會通告內就出售該等合營企業公司20%權益及 透過成立新合營企業開展業務合作提呈之普通決議案，已於二零二五年八月十二日 舉行之股東特別大會上，以投票方式獲股東正式通過。 茲提述(i) Wang On Group Limited（宏安集團有限公司）* （「本公司」）與宏安地產 有限公司（股份代號：1243）刊發的日期為二零二五年六月十二日之聯合公佈；及 (ii)本公司日期為二零二五年七月二十五日的通函（「該通函」），其中載有日期為 二零二五年七月二十五日的通告（「股東特別大會通告」）以召開於二零二五年八月 十二日舉行之股東特別大會（「股東特別大會」）。除另有界定外，本公佈所用詞彙與 該通函所界定者具有相同涵 ...

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 FF301 公司名稱: Wang On Group Limited (宏安集團有限公司)* 呈交日期: 2025年8月1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) | 01222 | 說明 | WANG ON GROUP | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 40,000,000,000 HKD | | 0.01 | HKD | | 400,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 40,000,000,000 HKD | | 0.01 | HKD | | 400,000,00 ...

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聯合公佈之內容概不 負責，對其準確性或完整性亦不發表聲明，並明確表示，概不就因本聯合公佈全部 或任何部分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。 （於百慕達註冊成立之有限公司） WANG ON GROUP LIMITED （宏安集團有限公司）* （股份代號：1222） WANG ON PROPERTIES LIMITED （於百慕達註冊成立之有限公司） （股份代號：1243） 宏安地產有限公司 聯合公佈 須予披露交易 有關 就收購物業 成立合營企業 成立合營企業 宏安董事會及宏安地產董事會欣然聯合宣佈，於二零二五年七月三十一日，宏安 地產之間接全資附屬公司Prime Resonance已與ADPF Oregon及合營公司訂立股東 協議，內容有關就收購該物業成立合營企業。 有關合營公司的最高資本承擔總額約為291,040,000港元，其中Prime Resonance及 ADPF Oregon將分別出資約43,660,000港元及約247,380,000港元。因此，合營公司 之股份將由Prime Resonance及ADPF Oregon分別持 ...

CONTENTS 目錄 | Corporate Information | 2 | | --- | --- | | 公司資料 | | | Financial Highlights | 5 | | 財務撮要 | | | Chairman's Statement | 8 | | 主席報告 | | | Management Discussion and Analysis | 17 | | 管理層討論及分析 | | | Biographies of Board of Directors and Senior | 47 | | Management | | | 董事會及高級管理層履歷 | | | Corporate Governance Report | 53 | | 企業管治報告 | | | Report of the Directors | 83 | | 董事會報告 | | | Independent Auditor's Report | 108 | | 獨立核數師報告 | | | Consolidated Statement of Profit or Loss and | 118 | | Other Compre ...

| 全年財務摘要 | | | | | --- | --- | --- | --- | | | 二零二五 | 二零二四 | | | | 財政年度 | 財政年度 | 變 動 | | 港 （百 萬 元） 收 入 | 2,740 | 1,983 | +38.2% | | （百 萬 港 元） 毛 利 | 809 | 824 | -1.8% | | 母公司權益持有人應佔虧損 | | | | | （百 萬 港 元） | (922) | (754) | +22.3% | | （港 仙） 每股虧損 | | | | | — 基本及攤薄 | (6.51) | (5.52) | +17.9% | | | 於 | 於 | | | | 二零二五年 | 二零二四年 | | | | 三月三十一日 | 三月三十一日 | | | （百 萬 港 元） 資產淨值 | 6,780 | 8,119 | -16.5% | | （港 每股資產淨值 元） | 0.48 | 0.53 | -9.4% | | 資產負債比率 | 58.7% | 62.9% | -4.2個百分點 | * 僅供識別 – 1 – 業 績 Wang On Group Limited（宏 ...

Market Overview - The Shanghai Composite Index is struggling to maintain the 3400-point level, with significant support from major financial institutions such as banks, brokerages, and insurance companies [1] - Market sentiment remains cautious, with trading volumes not keeping pace, leading to increased volatility and sector rotation among hot sectors like innovative drugs, CPO, IP economy, precious metals, rare earth permanent magnets, and automotive parts [1] Key News - Ant Group concept stocks surged in Hong Kong, with Yunfeng Financial rising by 100% at one point and closing up approximately 60%, following news that Ant Group plans to apply for stablecoin licenses in Singapore and Hong Kong [2] - The innovative drug sector continues to rise, with stock prices increasing while price-to-earnings ratios are decreasing, indicating a potential value reassessment as corporate earnings growth outpaces stock price increases [2][4] Precious Metals - Gold stocks in A-shares experienced a sudden surge, with Hengbang Co. and Chaohongji both hitting the daily limit, driven by heightened demand for gold as a safe haven amid escalating geopolitical tensions in the Middle East [4] - Platinum and silver have also seen significant price increases, with platinum rising nearly 40% this year, surpassing gold's performance, and silver reaching a 13-year high above $36 per ounce [4][5] Demand and Supply Dynamics - The demand structure for platinum shows that 40% is used in automotive catalysts, 25% in jewelry, 20% for industrial purposes, and 9% for investment [6] - Silver's demand structure indicates that industrial demand accounts for 58.5%, jewelry for 17.9%, investment for 16.4%, and other uses for the remainder [7] - The supply-demand gap for platinum is expected to widen, with the World Platinum Investment Council projecting the lowest total supply in five years by 2025, while investment demand is significantly increasing [8] - The global industrial demand for silver is anticipated to exceed 55% by the end of 2025, with a projected supply gap of 8,800 tons, driven by the energy revolution and technological advancements [8] Investment Implications - The rise of white metals like silver and platinum is expected to boost the precious metals sector, with companies involved in the silver and platinum supply chain likely to benefit from this trend [8]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 1,230 million, an increase of 8.3% compared to HKD 1,136 million in the same period of 2023[3] - Gross profit decreased by 1.6% to HKD 428 million from HKD 435 million year-on-year[3] - Profit attributable to equity holders of the parent company was HKD 86 million, down 22.5% from HKD 111 million in the previous year[3] - Basic and diluted earnings per share decreased by 24.7% to HKD 0.61 from HKD 0.81[3] - Total income from customer contracts was HKD 1,029 million, up from HKD 918 million, reflecting a strong growth in customer engagement[6] - The company reported a pre-tax profit of HKD 117 million, down from HKD 208 million in the previous year[6] - Other income totaled HKD 42,764,000, down from HKD 71,497,000, indicating a decrease of 40.3%[50] - The company reported a pre-tax profit of HKD 117,073,000, down from HKD 208,410,000, a decrease of 43.9%[36] - The total other income and net gain was HKD 78,901,000, compared to HKD 94,152,000 in the previous year, a decline of 16.2%[50] Assets and Liabilities - Net asset value increased by 1.0% to HKD 8,198 million from HKD 8,119 million[3] - The asset-to-liability ratio improved by 10.5 percentage points to 52.4% from 62.9%[3] - The total non-current assets amounted to HKD 9,119 million, showing a slight increase from HKD 9,060 million[20] - As of September 30, 2024, total current liabilities amounted to HKD 4,936,887, a decrease from HKD 5,993,498 as of March 31, 2024, representing a reduction of approximately 17.7%[22] - The net current assets were reported at HKD 2,075,426, down from HKD 2,528,894, indicating a decline of about 17.9%[22] - Total non-current liabilities decreased to HKD 2,997,541 from HKD 3,470,137, reflecting a reduction of approximately 13.6%[22] - The total equity increased to HKD 8,197,604 from HKD 8,119,010, showing a growth of about 1.0%[22] - The issued share capital decreased to HKD 141,667 from HKD 153,538, a decline of approximately 7.7%[22] - The group's total assets amounted to approximately HKD 16,132,000,000 as of September 30, 2024, down from HKD 17,582,600,000 on March 31, 2024[123] Revenue Breakdown - Revenue from property sales reached HKD 529,585,000, up from HKD 375,110,000, marking a 41.0% increase year-over-year[34] - Revenue from agricultural product trading commissions was HKD 42,253,000, compared to HKD 45,136,000, reflecting a decrease of 6.5%[34] - Revenue from property development and sales reached approximately HKD 529,600,000, with a profit of about HKD 57,200,000, compared to HKD 375,100,000 and HKD 10,100,000 respectively for the same period last year[89] - Revenue from property development and sales in China was approximately HKD 101,700,000, a slight decrease from HKD 116,700,000 in the same period last year[92] - The pharmaceutical and health food product segment reported revenue of approximately HKD 344,100,000, a decrease of about 6.0% from HKD 365,900,000 in the previous six months[104] Expenses and Costs - Selling and distribution expenses increased to approximately HKD 232,100,000 from HKD 197,300,000 year-on-year, primarily due to higher commission expenses and increased advertising costs[83] - Administrative expenses for the period were approximately HKD 254,700,000, slightly up from HKD 253,400,000 in the previous year[85] - The cost of property sales for the same period was HKD 433,485, significantly higher than HKD 302,892 in 2023[56] - Financing costs for the six months ended September 30, 2024, totaled HKD 172,814, a slight decrease from HKD 173,426 in the same period of 2023[53] Corporate Governance and Compliance - The company has adopted revised Hong Kong Financial Reporting Standards, which did not impact its financial position or performance significantly[28] - The company has complied with the corporate governance code, with the exception of the separation of roles between the chairman and CEO, which is currently held by the same individual[151] - The board emphasizes high levels of corporate governance, focusing on transparency, accountability, and independence to enhance competitiveness and operational efficiency[151] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial information for the six months ending September 30, 2024[154] Strategic Initiatives and Future Outlook - The group aims to increase land reserves through various channels, including public tenders and old building acquisitions[97] - The group is strategically positioning itself to leverage opportunities in the Guangdong-Hong Kong-Macao Greater Bay Area, focusing on traditional Chinese medicine and health food sectors[146] - The group plans to launch four innovative health products targeting glucose levels, cholesterol levels, liver health, and joint function in the coming year, expected to positively contribute to its performance[146] - The group is actively expanding its cross-border e-commerce channels, achieving over 200% growth in sales compared to the same period last year[105] Employment and Economic Environment - As of September 30, 2024, the group employed 2,005 staff, a decrease from 2,111 on March 31, 2024, with approximately 46% based in Hong Kong and Macau[139] - The Hong Kong economy is expected to face challenges, with a projected GDP growth of about 3.3% year-on-year for Q2 2024, slowing to approximately 1.8% in Q3 2024 due to global uncertainties[143]

Financial Performance - Total revenue for the fiscal year 2024 was HKD 1,983,234, a decrease of 44.9% compared to HKD 3,603,458 in fiscal year 2023[3] - Revenue from customer contracts amounted to HKD 1,539,203, down 51.4% from HKD 3,165,341 in the previous year[3] - Gross profit for the year was HKD 823,641, representing a decline of 22.3% from HKD 1,059,615 in fiscal year 2023[3] - The company reported a net loss of HKD 916,466 for the year, compared to a profit of HKD 98,754 in the previous year[3] - Basic and diluted earnings per share were HKD (5.52 cents), a significant drop from HKD 0.09 cents in fiscal year 2023[6] - Total revenue for the year ending March 31, 2024, was HKD 1,539,203, a decrease of 51.4% from HKD 3,165,341 in 2023[28] - The group reported a loss of approximately HKD 916,500,000 (2023: profit of HKD 98,800,000), with core profit at about HKD 68,200,000 (2023: HKD 276,300,000) after excluding non-cash and non-recurring items[135] Revenue Breakdown - Revenue from property sales was HKD 432,944, down 79.8% from HKD 2,140,165 in the previous year[28] - Revenue from product sales increased to HKD 899,293, up 10.2% from HKD 815,674 in 2023[28] - The pharmaceutical and health products segment reported total revenue of approximately HKD 777.2 million, an increase of about 10.9% from HKD 701 million in 2023[124] - Revenue from the street market and agricultural product trading business increased by approximately 1.4% to about HKD 667,100,000 (2023: HKD 657,700,000) with a profit of approximately HKD 176,900,000 (2023: HKD 170,200,000)[146] Expenses and Costs - Total operating expenses increased to HKD 450,528 from HKD 349,656, reflecting a rise in employee benefits and other costs[52] - The cost of sales for the year was HKD 364,377, compared to HKD 288,359 in the previous year[62] - Administrative expenses were approximately HKD 491,600,000 (2023: HKD 513,000,000), remaining stable and controlled[130] - Financing costs increased to approximately HKD 364,400,000 (2023: HKD 288,400,000) due to rising bank and other borrowing rates, with an average borrowing rate of about 7.3% (2023: 4.9%)[130] Assets and Liabilities - Non-current assets totaled HKD 9,060,253, down 20.6% from HKD 11,414,567 in 2023[38] - Current assets increased to HKD 8,522,392, up 22.4% from HKD 6,972,503 in 2023[38] - The group's total debt as of March 31, 2024, is approximately HKD 6,346,900,000, compared to HKD 6,246,600,000 in the previous year[169] - The net debt-to-equity ratio increased to approximately 62.9% as of March 31, 2024, compared to 49.4% in the previous year[169] - The total assets of the group as of March 31, 2024, were approximately HKD 17,582,600,000, a decrease from HKD 18,387,100,000 in the previous year[195] Investments and Development - The company plans to continue focusing on market expansion and new product development to improve future performance[3] - The company is expanding its land reserves through public tenders and acquisitions, aiming to establish a solid foundation for future development projects[107] - A new joint venture was established to acquire and operate a property in Kowloon, which will be redeveloped into a student dormitory providing 720 rooms, expected to reopen in Q3 2024[193] Cash Flow and Liquidity - The group's liquidity investments and cash balance as of March 31, 2024, amounted to approximately HKD 1,614,800,000, a decrease of about 29.0% from HKD 2,274,300,000 on March 31, 2023[185] - The group’s cash and bank balances decreased to HKD 1,193,104 from HKD 1,570,628, a decline of 23.9%[38] Market and Product Development - The company launched new products, including a formula for respiratory support and joint health products, in collaboration with Hong Kong Polytechnic University, aiming to meet evolving health needs in the community[125] - The "Pei's" mosquito repellent product line has established a leading position in the Hong Kong market, with revenue increasing by 7.2% compared to last year[156] Risk Management - The company maintained strict control over accounts receivable to minimize credit risk, with overdue amounts regularly reviewed by senior management[68] - The group continues to enhance financial risk controls and maintain a prudent financial management policy to ensure operational flexibility[172]

Financial Performance - The Group's revenue for the six months ended 30 September 2023 decreased by approximately 44.6% to approximately HK$1,136.1 million, compared to approximately HK$2,050.5 million for the same period in 2022[14]. - Profit attributable to owners of the parent for the Period was approximately HK$111.0 million, a significant recovery from a loss of approximately HK$23.6 million in the same period last year[16]. - The decrease in revenue was primarily due to reduced sales from property development projects in which the Group has a controlling stake[15]. - The increase in profit was attributed to higher share of results from joint ventures and increased sales and gross profit from pharmaceutical and health food products[16]. - The Group did not recommend the payment of any interim dividend for the six months ended 30 September 2023, consistent with the previous year[13]. Cost and Expenses - The increase in finance costs was noted due to interest rate increments during the Period compared to the corresponding period in 2022[16]. - Administrative expenses were approximately HK$253.4 million, down from HK$270.5 million in the previous period, while selling and distribution expenses decreased to approximately HK$197.3 million from HK$203.6 million[23]. - Finance costs increased to approximately HK$173.4 million from HK$130.9 million, mainly due to rising interest rates[24]. Strategic Focus - The Group's performance reflects a strategic shift towards enhancing its pharmaceutical and health food product lines[16]. - The management highlighted the importance of addressing the challenges in property project deliveries to stabilize revenue streams moving forward[15]. - Future strategies may include further investments in joint ventures to leverage growth opportunities in the health sector[16]. - The Group aims to improve operational efficiency to mitigate the impact of rising finance costs on profitability[16]. Property Development - The property development segment recorded revenue of approximately HK$375.1 million and segment profit of approximately HK$10.1 million, down from HK$1,358.2 million and HK$130.0 million respectively for the six months ended 30 September 2022[39]. - Revenue from the Group's property development business in the PRC was approximately HK$116.7 million, a slight increase from HK$108.2 million in the previous period, attributed to more property sales deliveries[40]. - Revenue contribution from Wang On Properties Group's property development was approximately HK$258.4 million, primarily from sales of "The Met. Azure" and "LADDER Dundas" projects[43]. Agricultural and Fresh Market Operations - Fresh market and agricultural produce exchange market segment recorded a revenue increase of approximately 0.4% to approximately HK$332.7 million for the six months ended 30 September 2023[49]. - The CAP Group contributed approximately HK$193.8 million from agricultural produce exchange markets in China, while fresh market operations in Hong Kong contributed approximately HK$138.9 million[49]. - The Group operates 11 agricultural produce exchange markets across five provinces in China, significantly expanding its presence in this segment[57]. Pharmaceutical and Health Food Products - Revenue from the pharmaceutical and health food products segment reached approximately HK$365.4 million, representing a 22.3% increase from HK$298.7 million for the six months ended September 30, 2022[71]. - Revenue from Chinese pharmaceutical and health food products increased by approximately 23.8% to approximately HK$329.0 million, compared to HK$265.7 million for the six months ended September 30, 2022[72]. - New products, including Cordyceps Plus for respiratory support, were introduced to address seasonal influenza and long Covid symptoms[78]. Financial Position - The Group's net assets as of 30 September 2023 were approximately HK$9,250.5 million, a slight decrease from HK$9,379.4 million as of 31 March 2023[34]. - Total borrowings as of 30 September 2023 were approximately HK$6,536.3 million, resulting in a net debt position of approximately HK$5,351.4 million[34]. - The Group maintained a healthy cash balance of approximately HK$1,333.0 million as of 30 September 2023, down from HK$1,749.0 million as of 31 March 2023[34]. Investment and Acquisitions - On September 6, 2023, the Group agreed to acquire 2,007,700,062 ordinary shares of CAP for HK$200 million, increasing its equity interest in CAP from approximately 53.37% to 73.54%[149]. - The Group has partnered with APG Strategic Real Estate Pool for the acquisition and redevelopment of residential properties in Hong Kong[112]. - The Group's investment strategy remains prudent, with a focus on long-term holdings aimed at generating stable income[143]. Market Conditions and Economic Outlook - The Chief Executive's recent Policy Address included measures to ease property policies, such as reducing buyers' stamp duties on new homes by half, which is expected to positively impact the property market[169]. - The Group anticipates increased competition in fresh market operations due to a rise in the number of operators and the growing acceptance of online shopping and delivery services[170]. - The unemployment rate in Hong Kong dropped to 2.8% from July to September 2023, indicating an improving labor market[171]. Corporate Governance and Shareholding - As of September 30, 2023, Mr. Tang holds a total of 486,915,306 shares through Caister Limited and 531,000,000 shares through Billion Trader Investments Limited, both of which are wholly-owned by him[189]. - Ms. Yau holds 810,322,940 shares of WYT, which is about 69.19% of the total issued shares[191]. - The company has not granted any rights to acquire shares or debentures to any directors or chief executives during the period[197].

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 內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 WANG ON GROUP LIMITED （宏 安 集 團 有 限 公 司 ） * （於百慕達註冊成立之有限公司） （股份代號：1222） 截至二零二三年九月三十日止六個月之 中期業績公佈 中期財務摘要 截至九月三十日止六個月 二零二三年 二零二二年 變動 （未經審核） （未經審核） 百萬港元 百萬港元 收入 1,136 2,050 -44.6% 毛利 435 532 -18.2% 母公司權益持有人應佔溢利╱ （虧損） 111 (24) +562.5% ...