FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 珩灣科技有限公司 呈交日期： 2026年3月24日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 第 2 頁 共 6 頁 v 1.3.0 FF305 確認 根據《主板上市規則》第13.25C條 / 《GEM上市規則》第17.27C條，我們在此確認，據我們所知所信，第一章節所述的每項股份發行或庫存股份出售或轉讓已獲發行人董事會正式授權批准，並遵 照所有適用上市規則、法律及其他監管規定進行，並在適用的情況下： | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港 ...

| | 普通決議案 | 贊成4 | 反對4 | | --- | --- | --- | --- | | 1. | 省覽及批准截至2025年12月31日止年度經審核綜合財務報表及本公司 | | | | | 董事報告與獨立核數師報告。 | | | | 2. | 重選何志霖先生（任職超過九年）為獨立非執行董事； (a) | | | | | (b) 重選溫思聰先生（任職超過九年）為獨立非執行董事；及 | | | | | (c) 授權本公司董事會釐定董事酬金。 | | | | 3. | 續聘安永會計師事務所為本公司核數師並授權本公司董事會釐定彼等 | | | | | 截至2026年12月31日止年度的酬金。 | | | | 4. | 授予董事一般授權以配發、發行及處理不超過本決議案獲通過當日本 | | | | | 公司已發行股本20%之額外股份。 | | | | 5. | 授予董事一般授權以購回不超過本決議案獲通過當日本公司已發行股 | | | | | 本10%之股份。 | | | | 6. | 待第4及第5項決議案通過後，擴大授予董事發行及配發本公司額外股 | | | | | 份之一般授權以包括所購回股份之數目。 | ...

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，並明確表示概不就因本通告全部或任何部分內容而產生或因依賴該等內容 而引致的任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：1523） 股東週年大會通告 茲通告珩灣科技有限公司（「本公司」）謹訂於2026年4月28日上午十時正假座九龍長 沙灣長沙灣道833號長沙灣廣場1期9樓910室舉行股東週年大會，藉以考慮並酌情通過以 下決議： 普通決議案 – 1 – 「供股」指在董事指定之期間內，向於指定記錄日期名列本公司股東名 冊的股份持有人，按彼等當時持有股份的比例提呈發售股份（惟董事可 就零碎股份配額或於考慮任何有關司法權區法例項下任何限制或責任， 或任何認可監管機構或任何證券交易所的規定後，作出彼等認為必需 或適宜的免除或其他安排）。」 5. 考慮並酌情通過（無論有否作出修訂）下列提呈之決議案為普通決議案： 「動議： – 3 – (ii) 本公司的組織章程細則或開曼群島任何適用法例規定本公司須舉 行下屆股東週年大會的期限屆滿；及 (iii) 本公司股東於股東大會通過普通決議案撤銷或修訂 ...

此乃要件 請即處理 閣下如對本通函內容或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、 註冊證券機構、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有珩灣科技有限公司股份，應立即將本通函及隨附委任表 格送交買主或承讓人、或經手出售或轉讓之銀行、持牌證券交易商、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，且表明不會就本通函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。 （於開曼群島註冊成立的有限公司） （股份代號：1523） 建議發行及購回股份的一般授權、 建議重選退任董事、 及 股東週年大會通告 珩灣科技有限公司謹訂於2026年4月28日上午十時正假座九龍長沙灣長沙灣道833號長沙 灣廣場1期9樓910室舉行股東週年大會，大會通告載於本通函第16頁至20頁。隨附適用 於股東週年大會之代表委任表格，此代表委任表格亦刊載於香港交易及結算所有限公 司的網頁 www.hkexnews.hk 及本公司的網頁 www.ploverbay.com 。無 ...

Financial Performance - Revenue for FY2025 reached US$130 million, with a net profit of US$45.5 million[13] - Recurring revenue base grew to US$37.6 million, representing 28.9% of total revenue, up from 27.6% the previous year[13] - Revenue for the year ended December 31, 2025, increased to approximately US$130,144,000, representing an approximately 11.4% year-over-year growth[40] - Core net profit for the year ended December 31, 2025, was US$45,950,000, reflecting a strong performance compared to US$38,324,000 in 2024[33] - Profit attributable to owners of the parent was approximately US$45,466,000, reflecting a year-over-year increase of approximately 19.5%[88] - Gross profit for the year was approximately US$74,123,000, a year-over-year increase of approximately 15.5%, with a gross profit margin of approximately 57.0% compared to 54.9% in 2024[61][63] Revenue Growth - Subscription take-up rate increased to 38.6% from 34.2%, indicating growing customer value perception[13] - The installed base of hardware supports the subscription business, with significant growth potential indicated by the rising take-up rate[19] - Sales of Fixed First Connectivity increased to approximately US$17,744,000, an increase of about 3.5% year-over-year[40] - Sales of Mobile First Connectivity increased to approximately US$73,085,000, or an increase of about 10.4% year-over-year[40] - Revenue from warranty and support services increased about 12.3% year-over-year to US$28,385,000[40] - Sales of software licenses increased about 33.6% year-over-year to US$10,930,000[40] - Recurring sales increased approximately 16.7% year-over-year, indicating a strong recurring revenue pipeline[49] Market Position and Strategy - Over 58% of revenue now comes from North America, prompting a plan to spin off the North American business for a separate NASDAQ listing[20][21] - The company emphasizes that its growth has been entirely organic, focusing on product improvement and support for channel partners[17] - The business model allows for pricing resilience against rising component costs due to the nature of its application-specific products[18] - The company is positioned to capitalize on emerging trends in autonomous systems and AI-driven infrastructure[12] - Future growth opportunities are identified in Europe, the Middle East, Africa, and Asia, requiring tailored strategies and partnerships[21] Expenses and Liabilities - Total liabilities as of December 31, 2025, were US$59,320,000, up from US$53,812,000 in 2024[34] - Selling and distribution expenses decreased by approximately 13.9% to US$3,742,000, primarily due to lower advertising and promotion costs[68] - General and administrative expenses increased by approximately 8.0% to US$8,366,000, mainly due to higher salaries and professional fees[73][80] - Research and development expenses increased by approximately 17.8% to US$10,007,000, driven by higher salaries[75][81] - Total operating expenses for the year were approximately US$22,115,000, representing a year-over-year increase of approximately 7.4%[79][84] Governance and Corporate Structure - The Board of Directors consists of eight members, including five executive Directors and three independent non-executive Directors, ensuring a balance of power and authority[143][160] - The company has received written confirmations of independence from all independent non-executive Directors, ensuring compliance with governance standards[147] - The company emphasizes the importance of its core values in attracting and retaining talent, fostering a culture of innovation and employee engagement[140] - The Board is responsible for maximizing long-term shareholder value while balancing broader stakeholder interests[151] - The Company has established four Board committees: Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee[165] Risk Management - The Group faces risks including competition in the SD-WAN market, inventory management, and global trade policy uncertainties[96] - The Group's liquidity remains stable, with no liquidity problems reported during the year ended December 31, 2025[98] - ESG factors are increasingly recognized as significant in risk management, impacting financial performance and reputation[199] - The internal audit function reviews the effectiveness of risk management and internal control systems to adapt to the changing business environment[200] Employee and Tax Information - Total employee costs for the year are approximately US$12,171,000, an increase from approximately US$10,514,000 in 2024, with the number of full-time employees rising to 206 from 180[101] - The Group's effective tax rate for the year is approximately 16.3%, influenced by tax incentives related to qualified R&D expenditures[91] - Contributions to the Mandatory Provident Fund Scheme for the year ended December 31, 2025, amount to approximately US$226,000, compared to approximately US$204,000 in 2024[108] Board Meetings and Committees - The company held four regular Board meetings during the year ended December 31, 2025, facilitating open discussions on strategy, operational and financial performance[155][159] - The Audit Committee held four meetings during the year ended December 31, 2025, including two meetings to review the annual results for the year ended December 31, 2024, and the interim results for the six months ended June 30, 2025[170] - The Remuneration Committee held one meeting during the year ended December 31, 2025, to review and recommend the remuneration packages of the Directors to the Board[173] - The Nomination Committee held one meeting during the year ended December 31, 2025, to review the structure, size, and composition of the Board[177]

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: 珩灣科技有限公司 呈交日期: 2026年3月4日 本月底法定/註冊股本總額： HKD 40,000,000 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) | 01523 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 | HKD | | 0.01 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 | HKD | | 0.01 | HKD | | 40,000,000 | 第 ...

Financial Highlights - Sales in 2025 reached $130 million, increasing by 11% year-on-year [1] - Gross profit was $74 million, a year-on-year growth of about 15.5%, with a gross margin of 57%, an increase of 2.1 percentage points [2] - Net profit reached $45.5 million, a year-on-year increase of 19.5%, with a net profit margin improving to 34.9% [2] - Diluted EPS came to $0.0411 per share, which increased 19.1% year-on-year [2] Business Segment Performance - Fixed First Connectivity segment revenue increased by 3.5% year-on-year to about $18 million [3] - Mobile First Connectivity segment increased by 10.4% year-on-year to $73 million, driven by strong growth in high-end Mobile First routers and Starlink equipment [3] - Warranty and support services segment reached $28 million, up 12.3% year-on-year, while software licenses segment reached about $11 million, up 34% year-on-year [4] - Recurring revenues in warranty and support services and software licenses totaled about $38 million, an increase of 17% year-on-year, now accounting for close to 29% of total sales [4] Geographic Performance - North America sales increased 2.1% year-on-year to $76 million, accounting for about 59% of total sales [5] - EMEA sales increased about 28% year-on-year to $37 million, now accounting for about 29% of total sales [5] - Sales to Asia increased to $12 million, growing 36% year-on-year, attributed to large multi-year projects and growth in new markets like Japan [5] - Sales in Australia increased 14% year-on-year, making up about 4% of total sales [6] Company Strategy and Industry Competition - The company plans to spin off its North America business to better address different market requirements and improve competitiveness [12][13] - The focus is on becoming the market leader in various segments, including teleoperations and maritime connectivity [24] - The company aims to leverage AI tools to maintain lean operations and enhance product offerings [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledges challenges such as increased memory and component costs but believes the business model can mitigate these impacts [10][11] - The company is optimistic about growth in the U.S. and Europe, viewing them as major markets for future expansion [32] - Management emphasizes the importance of reliable connectivity across various sectors, including logistics and healthcare [86][87] Other Important Information - The company maintains a strong financial position with no debts and robust operating cash flows [7] - Trade receivables turnover days remained at 67 days, while inventory turnover days slightly decreased to 112 days [7] Q&A Session Summary Question: Why not apply for marine certifications for cybersecurity compliance? - Management believes cybersecurity concerns can be addressed through third-party products rather than integrating them into their own [15][17] Question: Why not provide WireGuard support? - Management acknowledges the feedback and plans to provide support but emphasizes their focus on reliable connectivity rather than being feature-rich [19] Question: Will the spin-off unlock value? - Management views the spin-off as a way to better meet market demands and improve operational efficiency rather than purely a financial maneuver [23][26] Question: What is the impact of the Starlink business? - The Starlink business is performing well, with plans for integrated products to enhance deployments [35][36] Question: How will the spin-off affect dividend payouts? - Management plans to continue distributing excess cash to shareholders, with the approach remaining consistent post-spin-off [33][49] Question: Will product development become independent for each entity post-spin-off? - Yes, both companies will operate independently, allowing for tailored product development strategies [71] Question: How will AI be integrated into operations? - AI is being used to enhance product development and operational efficiency, with potential applications in predicting connectivity needs [80][81]

Financial Highlights - Sales in 2025 reached $130 million, increasing by 11% year-on-year [1] - Gross profit was $74 million, a year-on-year growth of about 15.5%, with a gross margin of 57%, an increase of 2.1 percentage points [2] - Net profit reached $45.5 million, a year-on-year increase of 19.5%, with a net profit margin improving to 34.9%, an increase of 2.3 percentage points [2] - Diluted EPS came to $0.0411 per share, which increased 19.1% year-on-year [2] Business Segment Performance - Fixed First Connectivity segment revenue increased by 3.5% year-on-year to about $18 million [3] - Mobile First Connectivity segment increased by 10.4% year-on-year to $73 million, driven by strong growth in high-end Mobile First routers and Starlink equipment [3] - Warranty and support services segment reached $28 million, up 12.3% year-on-year, while software licenses segment reached about $11 million, up 34% year-on-year [4] - Recurring revenues in warranty and support services and software licenses totaled about $38 million, an increase of 17% year-on-year, now accounting for close to 29% of total sales [4] Geographic Performance - North America sales increased 2.1% year-on-year to $76 million, accounting for about 59% of total sales, affected by tariff uncertainties [5] - EMEA sales increased about 28% year-on-year to $37 million, now accounting for about 29% of total sales [5] - Sales to Asia increased to $12 million, growing 36% year-on-year, attributed to large multi-year projects and growth in new markets like Japan [5] - Sales in Australia increased 14% year-on-year, making up about 4% of total sales [6] Company Strategy and Industry Competition - The company is focused on the connectivity market, serving a diverse range of verticals without a single dominant customer [8] - The company plans to spin off its North American business to better address different market requirements and improve competitiveness [12][13] - The company aims to maintain lean operations while leveraging AI tools for efficiency [14] Management's Comments on Operating Environment and Future Outlook - Management acknowledges challenges from increased memory and component costs but believes the business model can mitigate these impacts [10][11] - The company sees significant growth opportunities in the U.S. and Europe, with a focus on becoming market leaders in various segments [32] - Management emphasizes the importance of reliable connectivity and the potential of new technologies like satellite communications [9] Other Important Information - The company has no debts and strong operating cash flows, with trade receivables turnover days at 67 days and inventory turnover days at 112 days [7] - The company is exploring AI applications to enhance product offerings and operational efficiency [29] Q&A Session Summary Question: Why not apply for marine certifications for cybersecurity compliance? - Management believes cybersecurity concerns can be addressed through third-party products rather than integrating them into their own [15][17] Question: Why not provide WireGuard support? - Management acknowledges the feedback and plans to provide support but emphasizes their focus on reliable connectivity rather than being feature-rich [19] Question: Will the spin-off unlock value? - Management views the spin-off as a way to better address market needs and improve operational efficiency rather than purely a financial maneuver [23][25] Question: What is the impact of the Starlink business? - The Starlink business is performing well, with plans for integrated products to enhance deployments [35][36] Question: How will the spin-off affect dividend payouts? - Management plans to continue distributing excess cash to shareholders, with the approach depending on market opportunities [33][49] Question: Will product development become independent post-spin-off? - Yes, both companies will operate independently, allowing for tailored product development [70][71]

Financial Highlights - Sales in 2025 reached $130 million, increasing by 11% year-on-year [1] - Gross profit was $74 million, a year-on-year growth of about 15.5%, with a gross margin of 57%, an increase of 2.1 percentage points [2] - Net profit reached $45.5 million, a year-on-year increase of 19.5%, with a net profit margin improving to 34.9%, an increase of 2.3 percentage points [2] - Diluted EPS came to $0.0411 per share, which increased 19.1% year-on-year [2] Segment Performance - Fixed First Connectivity segment revenue increased by 3.5% year-on-year to about $18 million [3] - Mobile First Connectivity segment increased by 10.4% year-on-year to $73 million, driven by strong growth in high-end Mobile First routers and Starlink equipment [3] - Warranty and support services segment reached $28 million, up 12.3% year-on-year, while software licenses segment reached about $11 million, up 34% year-on-year [4] - Recurring revenues in warranty and support services and software licenses totaled about $38 million, an increase of 17% year-on-year, now accounting for close to 29% of total sales [4] Geographic Performance - North America sales increased 2.1% year-on-year to $76 million, accounting for about 59% of total sales, affected by tariff uncertainties [5] - EMEA sales increased about 28% year-on-year to $37 million, now accounting for about 29% of total sales [5] - Sales to Asia increased to $12 million, growing 36% year-on-year, attributed to large multi-year projects and growth in new markets like Japan [5] - Sales in Australia increased 14% year-on-year, making up about 4% of total sales [6] Company Strategy and Industry Competition - The company plans to spin off its North America business to better address different market requirements and improve competitiveness [13][14] - The focus is on becoming the market leader in teleoperations and maritime connectivity, with a goal to dominate various vertical markets [25] - The company is leveraging AI tools to maintain lean operations and enhance product offerings [15] Management Commentary on Operating Environment and Future Outlook - Management acknowledges challenges from increased memory and component costs but believes the business model can mitigate these impacts [12] - The company is optimistic about growth in the U.S. and Europe, viewing them as major growth markets [33] - Management emphasizes the importance of reliable connectivity across various sectors, including logistics and autonomous systems [10][11] Other Important Information - The gross margin improved to 57% from 54.9% last year, attributed to a favorable product mix and economies of scale [6] - The company maintains a strong financial position with no debts and strong operating cash flows [7] Q&A Session Summary Question: Why not apply for marine certifications for cybersecurity compliance? - Management believes cybersecurity concerns can be addressed with third-party products and does not see integration as essential [16][18] Question: Why not provide WireGuard support? - Management acknowledges the feedback and plans to provide support but emphasizes their focus on reliable connectivity rather than being feature-rich [20] Question: Will the spin-off unlock value? - Management views the spin-off as a way to better meet market needs and improve operational efficiency rather than purely a financial maneuver [24] Question: What is the impact of Starlink business? - The Starlink business is performing well, with plans for integrated products to enhance deployments [36][37] Question: Will product development become independent post-spin-off? - Yes, both companies will operate independently, allowing for tailored product development [70] Question: How will the company manage the spin-off? - The company aims to maintain operational efficiency and continue distributing excess cash to shareholders [34][35]

Enabling Supercharged Connectivity Annual Results 2025 26 February, 2026 Our Vision We make connectivity reliable, anytime, anywhere Key Facts Who Are We? Plover Bay Technologies Limited (stock code: 1523 HK) develops networking technologies that enable supercharged connectivity. By combining fixed, mobile and satellite connectivity, users can build always-on networks anywhere. Our technologies are used by thousands of businesses and individuals in countless use cases. These include large and small enterpri ...