PROSPERITY GROUP INTERNATIONAL LIMITED 恆昌集團國際有限公司 RULES RELATING TO THE 2025 SHARE INCENTIVE SCHEME Approved pursuant to an ordinary resolution passed by the Shareholders of the Company in a general meeting held on [21 November] 2025 Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional a ...

此通函乃要件 請即處理 閣下如 對本通函任何方面或將採取的行動 有任何疑問，應諮詢 閣下的股票經紀 或其他註冊證券交易商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓 所有名下的恒昌集團國際有限公司（「本公司」）的股份，應立 即將本通函及隨附的代表委任表格送交買主或承讓人，或經手買賣或轉讓的銀行、 股票經紀或其他代理，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（「聯交所」）對本通函的 內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本 通函全部或任何部分內容而產生或倚賴該等內容而引致的任何損失承擔任何責任。 PROSPERITY GROUP INTERNATIONAL LIMITED 恒昌集團國際有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1421） 有 關 (1)發行及購回股份的一般授權； (2)重選退任董事； (3)續聘獨立核數師； (4)終止現行購股權計劃； (5)採納二零二五年股份激勵計劃； 及 (6)股東週年大會通告 的建議 本公司謹訂於二零二五年十一月二十一日（星期五）上午十時正假座香港尖沙咀東麼 地道61號冠華中心9 ...

Core Viewpoint - Hengchang Group International (01421.HK) announced the proposal to terminate the current stock option plan and adopt a new share incentive plan for shareholder approval at the annual general meeting on October 28, 2025 [1] Company Summary - As of October 28, 2025, Hengchang Group International's stock closed at HKD 0.39, unchanged from the previous trading day, with a trading volume of 531,000 shares and a turnover of HKD 185,300 [1] - The company has a market capitalization of HKD 65.0638 million, ranking 32nd in the electricity industry [1] Financial Metrics - Return on Equity (ROE) stands at -29.41%, compared to the industry average of -0.34%, ranking 27th in the industry [1] - The company's operating revenue is HKD 15.2 million, significantly lower than the industry average of HKD 29.112 billion, ranking 27th [1] - Net profit margin is at -25.47%, while the industry average is 24.43%, ranking 29th [1] - Gross profit margin is 6.39%, compared to the industry average of 33.85%, ranking 21st [1] - The debt ratio is 32.84%, which is lower than the industry average of 61.73%, ranking 8th [1]

Core Viewpoint - 恒昌集团国际 announced the decision to terminate the current share option scheme and adopt a new share incentive plan for approval at the upcoming annual general meeting on October 28, 2025 [1] Group 1 - The board of 恒昌集团国际 has proposed the termination of the existing share option plan [1] - A new share incentive plan is set to be introduced for shareholder approval [1] - The decision is scheduled for discussion at the annual general meeting on October 28, 2025 [1]

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 全部或任何部分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。 PROSPERITY GROUP INTERNATIONAL LIMITED 恒昌集團國際有限公司 （於 開 曼 群 島 註 冊 成 立 的 有 限 公 司） （股 份 代 號：1421） 建議終止現行購股權計劃及建議採納二零二五年股份激勵計劃 於 二 零 二 五 年 十 月 二 十 八 日，董 事 會 議 決 建 議 終 止 現 行 購 股 權 計 劃 及 採 納 二 零 二 五 年 股 份 激 勵 計 劃，以 供 股 東 於 股 東 週 年 大 會 上 批 准。 現行購股權計劃 現 行 購 股 權 計 劃 由 本 公 司 於 二 零 二 三 年 十 二 月 十 五 日 採 納，自 採 納 日 期 起 計 有 效 期 為 十 年。根 據 現 行 購 股 權 計 劃 的 條 款，本 公 司 可 隨 時 於 股 東 大 會 上 以 普 通 決 議 案 ...

PROSPERITY GROUP INTERNATIONAL LIMITED 恆昌集團國際有限公司 RULES RELATING TO THE 2025 SHARE INCENTIVE SCHEME Approved pursuant to an ordinary resolution passed by the Shareholders of the Company in a general meeting held on [21 November] 2025 Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional a ...

截至月份: 2025年9月30日 狀態: 新提交 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 致：香港交易及結算所有限公司 公司名稱: 恒昌集團國際有限公司 呈交日期: 2025年10月2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) | 01421 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 250,000,000 | HKD | | 0.2 | HKD | | 50,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 250,000,000 | HKD | | 0.2 | HKD | | 50,000,000 | 本月底法定/註冊股本總 ...

Core Viewpoint - 恒昌集团国际 reported a revenue decrease of 11.1% to approximately HKD 143 million for the fiscal year ending June 30, 2025, indicating ongoing challenges in the market [1] Financial Performance - The company recorded a loss attributable to shareholders of approximately HKD 21.8 million, with a loss per share of HKD 0.155, compared to a loss of approximately HKD 47.3 million and a loss per share of HKD 0.528 for the fiscal year ending June 30, 2024 [1] Market Outlook - Despite facing various uncertainties and challenges, the company remains confident in the potential of the Chinese market due to its large scale [1] - The company plans to continue focusing on solar energy and distribution systems while seeking new development opportunities [1] Strategic Focus - The company aims to pursue projects that offer stable returns and high growth potential, including but not limited to its existing business, to enhance shareholder value [1]

Core Viewpoint - 恒昌集团国际 reported a revenue of HKD 143 million for the fiscal year ending June 30, 2025, representing a year-on-year decrease of 11.09% [1] - The company recorded a loss attributable to shareholders of HKD 20.163 million, which is a reduction of 58.13% compared to the previous year [1] - The loss per share was HKD 0.155 [1] Business Focus - The company will continue to focus on its solar energy business and distribution systems while seeking new developments [1] - 恒昌集团国际 aims to pursue projects that offer stable returns and high growth potential, including but not limited to its existing operations, to enhance shareholder value [1]

Financial Performance - For the fiscal year ending June 30, 2025, the company reported total revenue of HKD 160,732,000, an increase of 12.7% compared to HKD 142,910,000 for the previous year[2] - The gross profit for the same period was HKD 5,943,000, down 39.1% from HKD 9,775,000 in the prior year[2] - The company incurred a loss before tax of HKD 42,552,000, compared to a loss of HKD 19,461,000 in the previous year, indicating a significant increase in losses[2] - The net loss attributable to the owners of the company was HKD 21,761,000, compared to a loss of HKD 47,260,000 in the previous year, showing an improvement in net loss[3] - The total customer contract revenue for 2025 was HKD 142,910,000, a decrease of 11% from HKD 160,732,000 in 2024[25] - The adjusted pre-tax profit/loss for the solar energy business was HKD 4,367, while the power distribution systems reported a loss of HKD 589, and the beauty and health business incurred a loss of HKD 8,863, resulting in a total adjusted pre-tax loss of HKD 5,085[19] - The pre-tax loss attributable to the equity holders of the parent company was HKD 21,761,000 in 2025, compared to a loss of HKD 47,260,000 in 2024, showing an improvement of approximately 54%[32] - Basic loss per share improved to HKD 15.5 in 2025 from HKD 52.8 in 2024[32] Assets and Liabilities - Total assets as of June 30, 2025, amounted to HKD 146,286,000, a decrease from HKD 153,199,000 in the previous year[4] - Current assets decreased to HKD 212,146,000 from HKD 219,500,000, reflecting a decline in liquidity[4] - The company’s cash and cash equivalents dropped significantly to HKD 5,317,000 from HKD 24,309,000, indicating a liquidity challenge[4] - Non-current liabilities decreased to HKD 1,248,000 from HKD 1,455,000, suggesting a reduction in long-term financial obligations[5] - The company’s equity attributable to owners decreased to HKD 108,133,000 from HKD 120,344,000, reflecting a decline in shareholder value[5] - The total liabilities as of June 30, 2025, were HKD 75,870, with segment liabilities for solar energy at HKD 12,878, power distribution at HKD 33,403, and beauty and health at HKD 3,242[19] - The total overdue trade receivables amounted to HKD 146,890,000, an increase from HKD 112,226,000 in the previous year[35] - As of June 30, 2025, the total liabilities of the group amounted to approximately HKD 75,900,000, an increase of 0.5% compared to HKD 75,500,000 as of June 30, 2024[64] Revenue Segmentation - For the fiscal year ending June 30, 2025, the total revenue from external customers was HKD 142,910, with contributions from solar energy business (HKD 52,585), power distribution systems (HKD 88,730), and beauty and health business (HKD 1,595)[19] - The company began trading in beauty and health products as a new reportable segment starting from the fiscal year ending June 30, 2025[15] - Solar energy business revenue was approximately HKD 52,600,000, a decrease of 15.0% from HKD 61,900,000 in the previous year[52] - The distribution system business reported revenue of approximately HKD 88,700,000, down 10.3% from HKD 98,900,000 in the prior year[53] - The total customer contract revenue for 2025 was HKD 142,910,000, a decrease of 11% from HKD 160,732,000 in 2024[25] Financial Reporting and Compliance - The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and comply with the relevant disclosure requirements of the Hong Kong Stock Exchange[8] - The company has adopted new IFRS accounting standards effective from July 1, 2024, which include changes related to lease liabilities and classification of liabilities[10] - The application of the new IFRS standards is not expected to have a significant impact on the financial position and performance of the group for the current and prior years[10] - The consolidated financial statements for the fiscal year ending June 30, 2025, have been agreed upon by the auditors, but they do not constitute a certification engagement[92] - An audit committee has been established to review and supervise the financial reporting process and internal control procedures of the group[90] Capital and Financing Activities - The company completed a rights issue on May 8, 2024, raising approximately HKD 16,000,000 net from the issuance of 41,708,400 shares[67] - The proceeds from the rights issue were allocated to develop the cosmetics sales business and solar power systems, with a total of HKD 16,000,000 planned for use[68] - A placement agreement was signed on November 28, 2024, to issue up to 16,680,000 new shares at a placement price of HKD 0.2 per share, completed on December 9, 2024[69] - The net proceeds from the 2024 placement amounted to approximately HKD 3,100,000, fully allocated for general working capital[70] - A new placement agreement was established on March 18, 2025, to issue up to 25,025,000 new shares at a price of HKD 0.2 per share, completed on April 8, 2025[71] Operational Insights - The company is primarily engaged in the supply of solar photovoltaic components and equipment, as well as trading in beauty and health products[6] - The group remains confident in the potential of the Chinese market and will continue to focus on solar energy and distribution systems while seeking new developments[50] - The company has incurred a total of HKD 13,430 in unallocated expenses for the fiscal year ending June 30, 2025[19] - The warranty provision is estimated at 2.5% of revenue from the distribution system and solar energy business[44] Governance and Compliance - The company has achieved gender diversity on its board following the appointment of Ms. Chen Xianghua as an independent non-executive director on December 27, 2024, thus complying with Listing Rule 13.92[86] - All directors have fully complied with the standards set out in the Listing Rules regarding securities trading as of the fiscal year ending June 30, 2025[88] - The board does not recommend the payment of a final dividend for the fiscal year ending June 30, 2025[93] - The company does not have a dividend policy, and any future dividend declaration will be based on various factors including future operations, profitability, and overall financial condition[89]