Unity Group Holdings International Limited 知行集團控股國際有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） （Stock Code 股份代號：1539） NOTIFICATION LETTER 通知信函 Dear Non-Registered Holder(Note 1) , Unity Group Holdings International Limited (the "Company") - Notice of publication of 2025 Annual Report, Circular and Notice of AGM ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on ...

Unity Group Holdings International Limited 知行集團控股國際有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） （Stock Code 股份代號：1539） NOTIFICATION LETTER 通知信函 Dear Registered Shareholder, Unity Group Holdings International Limited (the "Company") – Notice of publication of 2025 Annual Report, Circular, Notice of AGM and Proxy Form ("Current Corporate Communication") on the Company's website If you for any reason have difficulty in receiving email notification or gaining access to the W ...

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。 Unity Group Holdings International Limited 知行集團控股國際有限公司 （股份代號：1539） （於開曼群島註冊成立的有限公司） 股東週年大會通告 「動議： 1st Proof Translator: Hardy Company Name: Unity (A) Date: 29/07/2025 (17:46) Job Type: AGM Ann File name: C250711665Ann 2 茲通告知行集團控股國際有限公司（「本公司」）謹訂於二零二五年九月十九日（星期 五）上午十一時正假座香港上環文咸東街35-45B號J Plus大廈2樓舉行股東週年大會 （「股東週年大會」），以處理下列事項： 普通決議案 作為普通事項，考慮並酌情通過（無論有否修訂）下列決議案為普通決議案： 1st Proof Translator: Hardy Company Name: ...

Unity Group Holdings International Limited 知行集團控股國際有限公司 此乃要件 請即處理 閣下如對本通函的任何方面或應採取的行動有任何疑問，應諮詢 閣下的持牌證券交易商、 註冊證券商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已將名下的知行集團控股國際有限公司股份全部售出或轉讓，應立即將本通函連同 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經理、持牌證券交易商或 註冊證券商或其他代理商，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的任何損失承擔任何責任。 | 釋義 | 1 | | --- | --- | | 董事會函件 | | | 1. 緒言 | 4 | | 2. 建議重選退任董事 | 5 | | 3. 建議授出回購股份、轉售庫存股份及發行股份之一般授權 | 8 | | 4. 建議修訂組織章程細則及建議採納新組織章程細則 | 9 | | 5. 股東週年大會及代表委任安排 | 10 | ...

(incorporated in the Cayman Islands with limited liability) 於開曼群島註冊成立的有限公司 知行集團控股國際有限公司 Unity Group Holdings International Limited ( ) Stock Code 股份代號 : 1539 2024/25 Environmental, Social and Governance Report 環境、社會及管治報告 LED 知行集團控股國際有限公司 | 環境、社會及管治報告 2024/2025 環境、社會及管治報告 企業簡介 關於我們 核心價值 作為亞洲領先的能源服務公司（「能源服務公司」）及 ESG 服務提供商之一，知行集團控股國際有限公司及其附屬公司 （「本集團」或「我們」）為客戶提供度身訂造的節能方案，優化它們的節能項目，以達至最高的能源效益及回報。過去十 年內，本集團已由專注於照明解決方案的能效顧問轉變為提供節能、可再生能源、儲能及智能室內耕種等綠色解決方案的碳 中和方案服務提供商。我們透過以多元化的技術革新綠色科技項目、以數據分析、機器學習與演算法致力提升客戶的資產價 值。 能 ...

[Financial Highlights](index=2&type=section&id=Financial%20Highlights) The Group achieved strong financial growth this year, with total revenue increasing by 70% to HKD 157 million and profit for the year rising over 241% to HKD 39.6 million, primarily driven by energy-saving systems and product leasing services, though adjusted profit slightly declined due to expected credit loss provisions [Five-Year Financial Summary and Performance Highlights](index=2&type=section&id=Financial%20Highlights) The Group's financial performance showed robust growth this year, with total revenue increasing by 70% year-on-year to HKD 157 million and profit for the year rising over 241% to HKD 39.6 million, primarily driven by energy-saving systems and product leasing services, though adjusted profit slightly declined due to expected credit loss provisions Five-Year Financial Summary (HKD thousands) | Indicator | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **157,371** | **92,619** | **46,550** | **80,434** | **53,784** | | Gross Profit | 93,385 | 56,744 | 27,713 | 32,563 | 26,376 | | EBITDA | 48,301 | 20,969 | (8,617) | (341,351) | (246,211) | | **Profit/(Loss) for the Year** | **39,597** | **11,602** | **(24,014)** | **(386,905)** | **(282,534)** | | Basic Earnings/(Loss) Per Share (HK cents) | 1.04 | 0.28 | (1.05) | (22.80) | (20.01) | | **Total Assets** | **565,908** | **468,382** | **373,638** | **417,811** | **404,890** | | Total Liabilities | 372,184 | 154,272 | 246,986 | 272,170 | 350,341 | | Net Assets | 193,724 | 314,110 | 126,652 | 145,641 | 54,549 | - For the year ended March 31, 2025, the Group recorded significant growth in several key financial indicators - **Revenue**: increased by **70%** year-on-year, reaching approximately **HKD 157.4 million**[8](index=8&type=chunk) - **Gross Profit**: increased by **64.7%** year-on-year, reaching approximately **HKD 93.4 million**[8](index=8&type=chunk) - **EBITDA**: increased by **130%** year-on-year, reaching **HKD 48.3 million**[8](index=8&type=chunk) - **Profit for the Year**: increased by **241.3%** year-on-year, reaching approximately **HKD 39.6 million**[8](index=8&type=chunk) - Despite growth in multiple indicators, adjusted profit (excluding significant non-recurring items) slightly decreased from **HKD 36.3 million** in the prior year to **HKD 35.2 million**, primarily due to the impact of expected credit loss provisions for financial assets[8](index=8&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Chairman Mr. Wong Man Fai highlighted the Group's key initiatives in sustainability and innovation, including plans for a secondary listing in Malaysia to expand the investor base, advancing digital ESG vertical farming for sustainable food production, and launching the world's first ESG lighting system certified with artificial carbon credits [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) Chairman Mr. Wong Man Fai highlighted the Group's key initiatives in sustainability and innovation, including plans for a secondary listing in Malaysia to expand the investor base, advancing digital ESG vertical farming for sustainable food production, and launching the world's first ESG lighting system certified with artificial carbon credits - The company is actively preparing for a secondary listing in Malaysia, aiming to broaden its investor base and strengthen its commitment to sustainable development in the region[9](index=9&type=chunk) - The Group is committed to innovation, continuously advancing its digital ESG vertical farming project to optimize resource utilization efficiency and promote sustainable food production[9](index=9&type=chunk) - The company successfully launched the world's first ESG lighting system certified with artificial carbon credits, demonstrating its leadership in carbon footprint reduction and environmental technology[10](index=10&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, liquidity, capital structure, significant investments, and future strategies [Financial Review](index=6&type=section&id=Financial%20Review) This year, the Group's total revenue significantly increased by 70.0% to HKD 157.4 million, primarily driven by the substantial expansion of energy-saving leasing projects in Malaysia; gross profit rose by 64.7% to HKD 93.4 million, but the gross profit margin slightly decreased to 59.3% [Revenue and Gross Profit](index=6&type=section&id=Revenue%20and%20Gross%20Profit) Total revenue increased by 70.0% to HKD 157.4 million, primarily driven by the "Energy Saving System and Product Leasing Services" segment, which saw revenue grow from HKD 39.3 million to HKD 85.1 million, mainly from the "Light in the Dark" project in Malaysia Revenue Segment Details (HKD thousands) | Business Segment | 2025 | 2024 | | :--- | :--- | :--- | | Energy Saving System and Product Leasing Services | 85,134 | 39,322 | | - Of which: Malaysia Project | 82,814 | 36,160 | | Energy Saving Product Trading | 65,033 | 40,278 | | Consulting Services Revenue | 7,204 | 12,931 | | Renewable Energy Services Revenue | – | 88 | | **Total** | **157,371** | **92,619** | - The "Light in the Dark" project in Malaysia was the primary driver of revenue growth, completing the installation of approximately **243,000 LED lights** this year and increasing customer numbers from **81 to 170**, thereby more than doubling the segment's revenue[14](index=14&type=chunk) - The Group's gross profit margin decreased from **61.3%** in the previous year to **59.3%** this year, primarily due to reduced profit margins from trade customers[18](index=18&type=chunk) [Other Income, Expenses and Profit Analysis](index=7&type=section&id=Other%20Income%2C%20Expenses%20and%20Profit%20Analysis) This year, the Group recorded net other expenses of approximately HKD 16.9 million, a significant shift from last year's net other income of HKD 10.9 million, mainly due to expected credit loss provisions for financial assets of approximately HKD 14.4 million - A gain on modification of financial assets of approximately **HKD 39.2 million** was recognized this year due to the restructuring of trade receivables with several debtors[19](index=19&type=chunk) - Selling and distribution expenses increased from **HKD 5.6 million** to **HKD 10.1 million**, primarily due to increased advertising and promotion expenses[20](index=20&type=chunk) - Administrative expenses increased from **HKD 46.6 million** to **HKD 56.6 million**, mainly driven by an increase of approximately **HKD 12.7 million** in equity-settled share option expenses[21](index=21&type=chunk) Reconciliation of Profit for the Year to Adjusted Profit (HKD thousands) | Item | 2025 | 2024 | | :--- | :--- | :--- | | **Profit for the Year** | **39,597** | **11,602** | | Add/(Less) Significant Non-recurring/Non-operating Items: | | | | Gain on modification of financial assets | (39,253) | – | | Share-based payment expenses relating to share options | 21,117 | 8,462 | | Fair value loss on equity investments at fair value through profit or loss | 3,738 | 15,078 | | Fair value changes and amortization related to convertible bonds | 844 | (5,754) | | Others | 9,176 | 6,923 | | **Adjusted Profit for the Year** | **35,222** | **36,311** | [Liquidity, Financial Resources and Capital Structure](index=10&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's financial position faced challenges this year, with the current ratio significantly decreasing from 2.5 times to 0.9 times, indicating increased short-term solvency pressure, while total liabilities substantially increased and total equity decreased by approximately 38.3% - The Group's current ratio significantly decreased from approximately **2.5 times** as at March 31, 2024, to approximately **0.9 times** as at March 31, 2025, primarily due to a substantial increase in current liabilities[35](index=35&type=chunk) Aging Analysis of Trade Receivables (HKD millions) | Aging | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Not overdue | 233.4 | 47.1 | | Overdue 1-365 days | 4.9 | 39.2 | | Overdue over 365 days | 48.8 | 117.6 | | **Total** | **287.1** | **203.9** | - The Group reached settlement agreements with several customers to restructure long-outstanding trade receivables, with the restructured outstanding amount being approximately **HKD 226.9 million**, which improved the credit risk profile of trade receivables[43](index=43&type=chunk) - The gearing ratio (total liabilities/total equity) significantly increased from **32.0%** in the prior year to **66.8%** this year, reflecting a higher level of financial leverage[57](index=57&type=chunk) [Significant Investments and Corporate Activities](index=12&type=section&id=Significant%20Investments%20and%20Corporate%20Activities) This year, the Group made a significant acquisition, increasing its equity interest in SCML, its Malaysian business operating holding company, to 88.04% for HKD 200 million, which constituted a discloseable and connected transaction - The Group acquired a **25%** equity interest in its non-wholly owned subsidiary SCML (Malaysian business holding company) for **HKD 200 million**, increasing its interest in SCML from approximately **63.04% to 88.04%**, which constituted a discloseable connected transaction[46](index=46&type=chunk) - The Group's investment in associate KSL Group is its only significant investment (exceeding **5%** of total assets), accounting for approximately **7.5%** of total assets[48](index=48&type=chunk) - The share of loss from KSL Group this year was approximately **HKD 4 million**, primarily due to a one-off loss from KSL's early settlement of trade receivables[50](index=50&type=chunk) Use of Proceeds from Convertible Bonds (HKD millions) | Intended Use | Intended Amount | Actual Use for the Year Ended March 31, 2025 | Unutilized Proceeds | | :--- | :--- | :--- | :--- | | Capital expenditures for energy-saving projects | 59.6 | 19.8 | – | | General working capital | 14.9 | – | – | | **Total** | **74.5** | **19.8** | **–** | [Future Outlook](index=16&type=section&id=Future%20Outlook) The Group's future strategic focus is clear, with plans for a secondary listing in Malaysia to enhance company value and business development, while accelerating the "Light in the Dark" project and deepening cooperation with Nestlé in vertical farming - The Group is preparing for a potential secondary listing on the Malaysian stock exchange to broaden investor access, enhance corporate reputation, and support business development in Malaysia[64](index=64&type=chunk) - In Malaysia, the Group will accelerate the deployment of the "Light in the Dark" project and continue its collaboration with Nestlé on vertical farming projects, with promising results already achieved in chilli cultivation tests[65](index=65&type=chunk) - The Group is actively expanding into new markets, including: - **Singapore**: Establishing a strategic partnership with Primech Group to jointly explore energy efficiency solutions and commercial applications of robotics technology[69](index=69&type=chunk) - **Middle East**: Discussing cooperation opportunities with local partners on energy management contracts, solar equipment procurement, and green data centers[70](index=70&type=chunk) [Directors' Report](index=18&type=section&id=Directors'%20Report) This report details the Board of Directors' composition, their interests in the company's shares, and the company's share option scheme, along with information on major customers and suppliers [Directors' and Shareholders' Interests](index=19&type=section&id=Directors'%20and%20Shareholders'%20Interests) The report details the list of Board members and their shareholdings in the company, with Chairman Mr. Wong Man Fai, through his controlled corporations and personal beneficial ownership, collectively holding approximately 56.09% of the company's shares as the controlling shareholder Interests of Directors and Chief Executive in the Company's Shares (As at March 31, 2025) | Name of Director | Nature of Interest | Number of Shares (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Wong Man Fai | Interest in controlled corporation / Beneficial owner | 1,931,807,481 | 56.090% | | Choi Yan Yan | Spouse's interest | 1,931,807,481 | 56.090% | | Tsang Sze Wai | Beneficial owner | 68,000,000 | 1.974% | Interests of Substantial Shareholders in the Company's Shares (As at March 31, 2025) | Name of Substantial Shareholder | Nature of Interest | Number of Shares (Long Position) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Rich Gain Development Limited | Beneficial owner | 1,825,245,360 | 52.996% | | Ancient Wisdom Limited | Interest in securities of shares | 1,240,547,360 | 36.019% | | Ng Sheung Tun | Interest in controlled corporation | 1,240,547,360 | 36.019% | [Share Option Scheme](index=23&type=section&id=Share%20Option%20Scheme) The company terminated its "2015 Share Option Scheme" on November 1, 2024, and adopted a new "2024 Share Option Scheme" with a ten-year validity, aimed at incentivizing and retaining talent - The company terminated its 2015 Share Option Scheme and adopted a new **"2024 Share Option Scheme"** on November 1, 2024, with a ten-year validity, aiming to attract, retain talent, and provide additional incentives[102](index=102&type=chunk)[103](index=103&type=chunk) Summary of Share Option Movements During the Year (As at March 31, 2025) | Status | Number of Share Options | | :--- | :--- | | Outstanding at beginning of year | 124,224,680 | | Granted during the year | 166,724,000 | | Exercised during the year | (35,606,680) | | Lapsed/forfeited during the year | (26,406,000) | | **Outstanding at end of year** | **207,367,320** | [Major Customers and Suppliers](index=28&type=section&id=Major%20Customers%20and%20Suppliers) The Group's procurement and sales demonstrate high concentration, with the top five suppliers accounting for 99.1% of total purchases and the top five customers accounting for 51.3% of total sales for the year ended March 31, 2025 - Supplier concentration is high: the top five suppliers accounted for **99.1%** of total purchases, with the largest supplier accounting for **94.6%**[127](index=127&type=chunk) - Customer concentration is relatively high: the top five customers accounted for **51.3%** of total sales, with the largest customer accounting for **20.7%**[127](index=127&type=chunk) [Corporate Governance Report](index=32&type=section&id=Corporate%20Governance%20Report) This report outlines the company's commitment to maintaining high corporate governance standards, detailing its practices, board composition, committee functions, risk management, internal controls, and shareholder communication [Corporate Governance Practices and the Board](index=32&type=section&id=Corporate%20Governance%20Practices%20and%20the%20Board) The company is committed to maintaining a high level of corporate governance and has complied with most provisions of the Corporate Governance Code, with one deviation where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Wong Man Fai - The company deviated from the Corporate Governance Code's provision requiring separation of the roles of Chairman and Chief Executive Officer, with Mr. Wong Man Fai holding both positions, which the Board believes contributes to more effective leadership and focus on business strategy implementation[162](index=162&type=chunk) - The Board currently comprises seven directors, including one executive director, two non-executive directors, and four independent non-executive directors, meeting the Listing Rules' requirements for the number and proportion of independent non-executive directors[155](index=155&type=chunk) Board Meeting Attendance Record (For the Year Ended March 31, 2025) | Name of Director | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Annual General Meeting | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Man Fai | 4/4 | – | – | – | 1/1 | | Mr. Tsang Sze Wai | 4/4 | – | – | – | 1/1 | | Ms. Choi Yan Yan | 3/3 | – | – | – | 1/1 | | Mr. Chung Koon Yan | 4/4 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Cheung Yik Hung | 4/4 | 3/3 | 1/1 | 1/1 | 1/1 | | Dr. Wong Tze King | 4/4 | 3/3 | 1/1 | 1/1 | 0/1 | | Mr. Tong Wai Lun | 4/4 | – | – | 1/1 | 1/1 | [Board Committees](index=39&type=section&id=Board%20Committees) The Board has established Audit, Nomination, and Remuneration Committees, all primarily led by independent non-executive directors to ensure independence and professionalism - **Audit Committee**: Composed of three independent non-executive directors, its primary responsibilities include reviewing financial statements, overseeing the financial reporting system, and risk management and internal control systems[187](index=187&type=chunk) - **Nomination Committee**: Composed of four independent non-executive directors and one non-executive director, it is responsible for reviewing the Board's structure, composition, and diversity, and this year recommended the appointment of a female non-executive director to avoid a single-gender board[192](index=192&type=chunk) - **Remuneration Committee**: Composed of three independent non-executive directors, it is responsible for determining the remuneration of executive directors and senior management, and this year reviewed remuneration packages and recommended the grant of share options to several directors and eligible participants[210](index=210&type=chunk)[211](index=211&type=chunk) [Risk Management, Internal Control and Shareholder Communication](index=46&type=section&id=Risk%20Management%2C%20Internal%20Control%20and%20Shareholder%20Communication) The Board assumes full responsibility for risk management and internal control systems, conducting annual effectiveness reviews, and has established written procedures for handling and disseminating inside information, while actively engaging with shareholders through various channels - The Board confirmed its full responsibility for risk management and internal control systems and, with the assistance of the Audit Committee, reviewed the effectiveness of the systems for the year ended March 31, 2025, deeming them effective and adequate[220](index=220&type=chunk)[223](index=223&type=chunk) - The company has established and implemented written procedures for handling and disseminating inside information, ensuring compliance and confidentiality of information disclosure[226](index=226&type=chunk) - The company values communication with shareholders, has adopted a shareholder communication policy, and facilitates information exchange through various channels such as general meetings and the company website to protect shareholder rights[230](index=230&type=chunk) [Biographies of Directors and Senior Management](index=54&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management%20Details) This section details the backgrounds, qualifications, and experience of the company's directors and senior management, highlighting the core leadership's expertise in electronic engineering, capital markets, private equity, investment banking, accounting, and business operations [Biographies of Directors and Senior Management](index=54&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management%20Details) This section details the backgrounds, qualifications, and experience of the company's directors and senior management, highlighting the core leadership's expertise in electronic engineering, capital markets, private equity, investment banking, accounting, and business operations - **Mr. Wong Man Fai (Chairman and Chief Executive Officer)**: 51 years old, holds a Master's degree in Electronic Engineering from Cornell University, with over **18 years** of management experience, primarily responsible for the Group's overall corporate strategy, development management, and operations[256](index=256&type=chunk) - **Mr. Tsang Sze Wai (Non-executive Director)**: 48 years old, with over **20 years** of experience in capital markets, specializing in SPACs, private equity, and M&A transactions, having previously worked at Templeton Asset Management and Lehman Brothers[257](index=257&type=chunk) - **Senior Management**: The team includes Mr. Cheng Chi Kuen (Chief Operating Officer), Mr. Lo Kwok Shing (Chief Investment Officer), Mr. Wong Ho Kwan (Chief Financial Officer), and Mr. Ng Sai Wing (Chief Strategy Officer), all possessing extensive industry experience in their respective fields[266](index=266&type=chunk)[267](index=267&type=chunk)[269](index=269&type=chunk)[270](index=270&type=chunk) [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) The auditor, Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd., issued an unmodified opinion on the company's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements truly and fairly reflect the Group's financial position and performance [Independent Auditor's Report](index=60&type=section&id=Independent%20Auditor's%20Report) The auditor, Beijing Xinghua Dingfeng Certified Public Accountants Co., Ltd., issued an unmodified opinion on the company's consolidated financial statements for the year ended March 31, 2025, affirming that the financial statements truly and fairly reflect the Group's financial position and performance - The auditor issued an **unmodified opinion** on the consolidated financial statements, deeming them to truly and fairly reflect the Group's financial position and performance in accordance with Hong Kong Financial Reporting Standards[272](index=272&type=chunk) - The "impairment assessment of trade receivables and finance lease receivables" was identified as a key audit matter, primarily because these amounts represent approximately **71%** of total assets, and their impairment assessment involves significant management judgment and estimation uncertainty[276](index=276&type=chunk) - The auditor performed procedures including evaluating management's estimation process, the appropriateness of data used, the competence of management's experts, and checking the accuracy of valuation models, concluding that the Group's impairment assessment for these amounts was supported by available evidence[278](index=278&type=chunk)[282](index=282&type=chunk)[285](index=285&type=chunk) [Consolidated Financial Statements](index=66&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's comprehensive financial performance and position, including the statement of comprehensive income, statement of financial position, and cash flow statement, along with detailed notes explaining accounting policies and key financial items [Key Financial Statements](index=66&type=section&id=Key%20Financial%20Statements) The financial statements show strong profit growth for the Group in FY2025, with profit for the year reaching HKD 39.6 million, significantly exceeding last year's HKD 11.6 million, though the balance sheet indicates a weakened financial structure with net current liabilities of HKD 29.46 million Summary of Consolidated Statement of Comprehensive Income (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | 157,371 | 92,619 | | Gross Profit | 93,385 | 56,744 | | Profit before income tax | 38,841 | 15,217 | | **Profit for the year** | **39,597** | **11,602** | | Profit attributable to owners of the Company | 35,532 | 8,387 | | Basic earnings per share (HK cents) | 1.04 | 0.28 | Summary of Consolidated Statement of Financial Position (HKD thousands) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Non-current assets | 225,903 | 183,791 | | Current assets | 340,005 | 284,591 | | **Total assets** | **565,908** | **468,382** | | Current liabilities | 369,465 | 111,984 | | Non-current liabilities | 2,719 | 42,288 | | **Total liabilities** | **372,184** | **154,272** | | **Net assets** | **193,724** | **314,110** | [Notes to the Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes to the financial statements provide detailed explanations of the company's accounting policies, key accounting estimates, and various financial statement items, including segment information, trade receivables, borrowings, and convertible bonds [Note 5: Segment Information](index=95&type=section&id=Note%205%3A%20Segment%20Information) This year, the Group's revenue primarily originated from two major segments: "Provision of Energy Saving Systems" and "Energy Saving Product Trading," with the Malaysian market contributing the most significant portion of revenue at HKD 85.06 million, accounting for 54% of total revenue Revenue from External Customers by Segment (HKD thousands) | Segment | 2025 | 2024 | | :--- | :--- | :--- | | Provision of Energy Saving Systems | 85,134 | 39,322 | | Energy Saving Product Trading | 65,033 | 40,278 | | Energy Saving Product Licensing Fees (Consulting) | 7,204 | 12,931 | | Solar PV System EPCC | – | 88 | | **Total** | **157,371** | **92,619** | Revenue from External Customers by Geographical Region (HKD thousands) | Region | 2025 | 2024 | | :--- | :--- | :--- | | Malaysia | 85,062 | 39,182 | | Japan | 32,526 | 17,179 | | Australia | 32,229 | 17,415 | | Macau | 7,204 | 8,102 | | Hong Kong | 65 | 10,127 | | Others | 285 | 614 | | **Total** | **157,371** | **92,619** | [Note 19: Trade Receivables](index=118&type=section&id=Note%2019%3A%20Trade%20Receivables) As of March 31, 2025, net trade receivables amounted to HKD 287 million, with the Group restructuring approximately HKD 369 million in receivables into a HKD 246 million repayment plan this year, resulting in a HKD 39.25 million gain on modification of financial assets and an improved aging structure - This year, the Group reached debt restructuring agreements with several trade debtors, restructuring approximately **HKD 369 million** in receivables into a **HKD 246 million** repayment plan, and consequently recognized a **HKD 39.25 million** gain on modification of financial assets in profit or loss[501](index=501&type=chunk) [Note 26: Borrowings](index=125&type=section&id=Note%2026%3A%20Borrowings) The Group's total borrowings significantly increased from HKD 17.42 million in the previous year to HKD 88.96 million, primarily due to a new MYR 50 million secured bank financing to support Malaysian operations, with most borrowings secured by finance lease receivables, trade receivables, and bank deposits - The Group's total borrowings significantly increased from **HKD 17.42 million** to **HKD 88.96 million**[526](index=526&type=chunk) - A new financing agreement of **MYR 50 million** (approximately **HKD 88.5 million**) was secured to support Malaysian business expansion, with the loan collateralized by finance lease receivables, trade receivables, and other assets[527](index=527&type=chunk) [Note 30: Convertible Bonds](index=130&type=section&id=Note%2030%3A%20Convertible%20Bonds) The convertible bonds with a total principal amount of USD 10 million, issued by the company in 2023, were fully converted into company shares during this fiscal year, with the remaining USD 2.5 million converted into approximately 59.09 million new shares on May 31, 2024 - On May 31, 2024, the remaining principal amount of **USD 2.5 million** of convertible bonds was converted into approximately **59.09 million** newly issued shares of the company[550](index=550&type=chunk) - As of March 31, 2025, all convertible bonds issued in 2023 have been converted, with a carrying value of zero[551](index=551&type=chunk)

（股份代號：1539） （於開曼群島註冊成立的有限公司） 建議修訂本公司組織章程細則 及 採納本公司新組織章程細則 知行集團控股國際有限公司（「本公司」）董事（「董事」）會（「董事會」）建議修訂本公司 現有經修訂及重列的組織章程細則（「組織章程細則」），以反映（其中包括）(i)擴大無 紙化上市制度；(ii)本公司股東（「股東」）以電子方式線上參與股東大會及投票；(iii)新 庫存股份制度；(iv)其他內務修訂；及(v)因應上述修訂而調整的若干細則條文的編號 （統稱「建議修訂」）。 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。 Unity Group Holdings International Limited 知行集團控股國際有限公司 香港，二零二五年七月二十四日 1 於本公告日期，執行董事為黃文輝先生；非執行董事為曾思維先生及蔡欣欣女士； 及獨立非執行董事為鍾琯因先生、張翼雄先生、黃子鑍博士及唐偉倫先生。 如果本公告的中、英文兩個版本有任何抵觸或 ...

Unity Group Holdings International Limited 知 行 集 團 控 股 國 際 有 限 公 司 3. 職責 3.1 至少每年檢討董事會的架構、人數、組成及多元化（包括技能、知識及經驗 方面）（可通過考慮（包括但不限於）性別、年齡、文化及教育背景或專業 經驗等因素而實現）（「董事會多元化政策」），協助董事會編制董事會技 （股份代號：1539） (「本公司」) 本公司董事會（「董事會」）提名委員會（「委員會」） 職權範圍 1. 成立 （於開曼群島註冊成立的有限公司） 委員會乃根據董事會於2015年3月5日會議通過一項決議案成立的。以下為經董事會於 2016年10月24日及2025年6月27日修訂及批准的委員會職權範圍。職權範圍有中英版 本以供閱覽。如職權範圍之中英版本有任何歧義，概以英文版本為準。 2. 委員 1 2.1 委員會委員（「委員」）應當由董事會委任。 2.2 委員會由至少三名委員組成。如委員不再擔任董事，該委員將同時不再擔任 委員，董事會應委任一名新委員，以補足委員會委員的數量。 2.3 委員會須以獨立非執行董事佔大多數。提名委員會應至少委任一名不同性別的 成員。 ...

知 行 集 團 控 股 國 際 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1539） 董事名單及其角色與職能 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。 Unity Group Holdings International Limited 蔡欣欣女士 獨立非執行董事 鍾琯因先生 張翼雄先生 黃子鑍博士 唐偉倫先生 知行集團控股國際有限公司董事會（「董事會」）自二零二五年六月二十七日起的成員載列如下： 執行董事 黃文輝先生( 主席兼行政總裁 ) 非執行董事 曾思維先生 | | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 鍾琯因先生 | | 主席 | 成員 | 成員 | | 張翼雄先生 | | 成員 | 主席 | 成員 | | 黃子鑍博士 | | 成員 | 成員 | 聯席主席 | | 唐偉倫先生 | | | | 聯 ...

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The Group reported strong revenue growth and significant profit increase for FY2025, though adjusted profit slightly declined, while total assets grew but net assets decreased due to higher liabilities [Financial Highlights Summary](index=1&type=section&id=Financial%20Highlights%20Summary) For the year ended March 31, 2025, the Group achieved strong financial performance with total revenue growing 70.0% to HK$157 million and profit for the year significantly increasing to HK$39.6 million, despite a slight decrease in adjusted profit due to expected credit losses Key Financial Data for FY2025 | Indicator | For the Year Ended March 31, 2025 (Thousand HKD) | For the Year Ended March 31, 2024 (Thousand HKD) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Revenue** | 157,371 | 92,619 | +70.0% | | **Gross Profit** | 93,385 | 56,744 | +64.7% | | **EBITDA** | 48,301 | 20,969 | +130.4% | | **Profit for the Year** | 39,597 | 11,602 | +241.3% | | **Adjusted Profit** | 35,222 | 36,311 | -3.0% | | **Basic Earnings Per Share (HK cents)** | 1.04 | 0.28 | +271.4% | Balance Sheet Summary | Indicator | As of March 31, 2025 (Thousand HKD) | As of March 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | 565,908 | 468,382 | +20.8% | | **Total Liabilities** | 372,184 | 154,272 | +141.3% | | **Net Assets** | 193,724 | 314,110 | -38.3% | - Adjusted profit (excluding significant non-recurring items) slightly decreased from approximately **HK$36.3 million** to approximately **HK$35.2 million**, primarily due to the impact of expected credit loss provisions for financial assets[4](index=4&type=chunk) [Consolidated Financial Statements](index=3&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show significant revenue and profit growth, but also a substantial increase in liabilities, leading to a decrease in net assets and a shift to net current liabilities [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) This year's revenue significantly increased to HK$157 million, driving gross profit to HK$93.39 million, and despite increased expenses, a HK$39.25 million gain from modification of financial assets led to a substantial rise in profit before tax and a more than twofold increase in profit for the year Core Data from Consolidated Statement of Comprehensive Income | Item | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | Revenue | 157,371 | 92,619 | | Gross Profit | 93,385 | 56,744 | | Gain on modification of financial assets | 39,253 | – | | Profit before income tax | 38,841 | 15,217 | | **Profit for the Year** | **39,597** | **11,602** | - Profit for the year attributable to owners of the Company increased from **HK$8.39 million** to **HK$35.53 million**, with basic earnings per share rising from **HK$0.28 cents** to **HK$1.04 cents**[7](index=7&type=chunk) [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, total assets increased to HK$566 million, but total liabilities also surged to HK$372 million, primarily due to increased accrued expenses, other payables, and borrowings, resulting in a significant reduction in net assets and a shift to net current liabilities - The Group's financial position shifted from a net current asset position of approximately **HK$173 million** last year to a net current liability position of **HK$29.46 million** this year, indicating increased short-term solvency pressure[8](index=8&type=chunk) - Current liabilities significantly increased, with "accrued expenses, other payables and deposits received" surging from **HK$37.86 million** to **HK$221 million**, and borrowings increasing from **HK$17.42 million** to **HK$88.96 million**[8](index=8&type=chunk) - Due to liabilities growing significantly faster than assets, the Group's net assets decreased from **HK$314 million** to **HK$194 million**, a reduction of approximately **38%**[9](index=9&type=chunk) [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the Group's financial statements, including the basis of preparation, segment information, revenue recognition, trade receivables, and details on scheme creditors and convertible bonds [3. Basis of Preparation](index=9&type=section&id=3.%20Basis%20of%20Preparation) Despite a net current liability of HK$29.46 million as of March 31, 2025, the directors believe the Group can continue as a going concern, supported by measures such as a vendor's commitment not to demand repayment of approximately HK$180 million in consideration until June 30, 2027 - The Group had a net current liability of **HK$29.46 million** at the end of the reporting period, raising concerns about its ability to continue as a going concern[17](index=17&type=chunk) - To mitigate liquidity issues, a vendor has committed not to demand repayment of approximately **HK$180 million** in consideration until June 30, 2027, providing a significant financial buffer for the Group[17](index=17&type=chunk) [4. Segment Information](index=10&type=section&id=4.%20Segment%20Information) This year, the Group renamed its business segments for clarity, with "Provision of Energy Saving Systems" and "Trading of Energy Saving Products" collectively contributing over 95% of revenue, and the former segment's revenue more than doubling, while "Licensing of Energy Saving Products" generated the highest segment profit despite lower revenue FY2025 Segment Performance | Segment Name | Revenue (Thousand HKD) | Segment Profit/(Loss) (Thousand HKD) | | :--- | :--- | :--- | | Provision of Energy Saving Systems | 85,134 | 37,012 | | Trading of Energy Saving Products | 65,033 | 9,498 | | Licensing of Energy Saving Products | 7,204 | 36,295 | | Solar PV System EPCC | – | (6) | | **Total** | **157,371** | **82,799** | - To enhance stakeholder understanding, the Group changed segment names, for example, "Energy Saving Systems and Product Leasing Services" was renamed "Provision of Energy Saving Systems," but the underlying business content remained unchanged[20](index=20&type=chunk) [5. Revenue](index=14&type=section&id=5.%20Revenue) The Group's total revenue of HK$157 million primarily comprises HK$85.13 million from leasing services and HK$72.24 million from contracts with customers, with "Trading of Energy Saving Products" being the largest component of customer contract revenue Revenue Source Analysis | Revenue Source | 2025 (Thousand HKD) | 2024 (Thousand HKD) | | :--- | :--- | :--- | | **Revenue from contracts with customers (HKFRS 15)** | | | | Trading of energy saving products | 65,033 | 40,278 | | Consulting service income | 7,204 | 12,931 | | Renewable energy service income | – | 88 | | **Revenue from other sources** | | | | Leasing service income | 85,134 | 39,322 | | **Total Revenue** | **157,371** | **92,619** | [12. Trade Receivables](index=21&type=section&id=12.%20Trade%20Receivables) Net trade receivables increased from HK$204 million to HK$287 million, with the Group entering into debt restructuring agreements with several trade debtors involving approximately HK$227 million, resulting in a HK$39.25 million gain from modification of financial assets, though HK$49.6 million in trade receivables (excluding restructured amounts) remained overdue for over 365 days - The Group entered into debt restructuring agreements with several trade debtors to accelerate the recovery of long-outstanding amounts, recognizing a gain of **HK$39,253,000** from modification of financial assets[36](index=36&type=chunk) - The restructured trade receivables have a carrying amount of **HK$227 million**, are unsecured, bear interest at annual rates ranging from **10.49% to 12.10%**, and are repayable within one year[36](index=36&type=chunk) - Impairment loss provisions for trade receivables significantly decreased from **HK$294 million** to **HK$124 million**, reflecting the book improvement from debt restructuring[35](index=35&type=chunk) [16. Due to scheme creditors](index=24&type=section&id=16.%20Due%20to%20scheme%20creditors) The Group's amount due to scheme creditors decreased to HK$40.49 million from HK$70.10 million, and while the second dividend distribution was initially delayed, it was subsequently settled in full with additional interest in January 2025 after an agreement with creditors - The Group failed to pay the second dividend distribution due on July 3, 2024, but subsequently reached an agreement with the committee of scheme creditors, adding additional interest, and fully settled the amount in January 2025[44](index=44&type=chunk)[45](index=45&type=chunk) - Full Rich Development Limited, a wholly-owned company of controlling shareholder Mr. Wong Man Fai, acquired approximately **HK$43.7 million** of debt from a scheme creditor, becoming the beneficial owner of that portion of the amount[46](index=46&type=chunk) [17. Convertible Bonds](index=25&type=section&id=17.%20Convertible%20Bonds) The US$10 million convertible bonds issued in September 2023 were fully converted during the fiscal year, with the remaining US$2.5 million converted into approximately 59.09 million new shares on May 31, 2024, leaving no outstanding convertible bonds as of March 31, 2025 - On May 31, 2024, the remaining principal amount of **US$2.5 million** of convertible bonds was exercised by holders, converting into approximately **59,091,000** new shares of the Company[50](index=50&type=chunk) - As of March 31, 2025, all convertible bonds have been converted, and the related financial liabilities have been fully settled[51](index=51&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, liquidity, capital structure, significant investments, and human resources, highlighting key drivers and challenges [Financial Review](index=29&type=section&id=Financial%20Review) This year's financial performance showed significant growth, with total revenue increasing 70% to HK$157 million, primarily driven by strong performance in Malaysian energy-saving projects, though adjusted profit slightly decreased after excluding non-operating and non-recurring items, and various expenses increased to support business expansion - Total revenue increased by **70.0%** to **HK$157.4 million**, primarily driven by the "Light in the Dark" project in Malaysia, with revenue increasing from **HK$36.2 million** to **HK$82.8 million**[52](index=52&type=chunk)[53](index=53&type=chunk) - Gross profit margin slightly decreased from **61.3%** to **59.3%**, mainly due to reduced profit margins from trade customers[55](index=55&type=chunk) - Administrative expenses increased, primarily due to an increase of approximately **HK$12.7 million** in equity-settled share option expenses[60](index=60&type=chunk) - Adjusted profit for the year (non-HKFRS measure) was **HK$35.22 million**, a slight decrease from **HK$36.31 million** last year, with adjustments primarily including gain on modification of financial assets, share option expenses, and fair value losses on investments[65](index=65&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=34&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) The Group's liquidity tightened, with the current ratio decreasing from 2.5 times to 0.9 times, indicating increased short-term repayment pressure, and total debt increased, leading to a significant rise in the gearing ratio, though credit risk on trade receivables improved through debt restructuring - The current ratio decreased from approximately **2.5 times** as of March 31, 2024, to approximately **0.9 times** as of March 31, 2025[67](index=67&type=chunk) - The gearing ratio (total liabilities/total equity) increased from **32.0%** to **66.8%**, indicating a significant increase in leverage[86](index=86&type=chunk) - The Group's trade receivables credit risk profile has improved through settlement agreements with several customers to restructure long-outstanding trade receivables[73](index=73&type=chunk) [Significant Acquisitions and Investments](index=37&type=section&id=Significant%20Acquisitions%20and%20Investments) This year, the Group made a significant acquisition, increasing its stake in Synergy Cooling Management Limited (SCML), its Malaysian business operating holding company, by 25% to 88.04% for HK$200 million, and its investment in associate Kedah Synergy Limited (KSL) remains its most significant investment, representing 7.5% of total assets - The Group acquired an additional **25%** equity interest in its non-wholly owned subsidiary, Synergy Cooling Management Limited (SCML), for **HK$200 million**, increasing its interest in SCML from **63.04%** to **88.04%**[77](index=77&type=chunk) - The Group's investment in associate Kedah Synergy Limited (KSL) has a carrying amount of approximately **HK$42.3 million**, representing **7.5%** of the Group's total assets, with the Group's share of KSL's loss for the year being approximately **HK$4 million**, mainly due to a one-off loss from KSL's early settlement of trade receivables[78](index=78&type=chunk)[79](index=79&type=chunk) [Employee and Remuneration Policy](index=39&type=section&id=Employee%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 73 full-time employees, and in November 2024, the company adopted a new "2024 Share Option Scheme" to replace the old one, under which 167 million share options were granted to directors and eligible employees in December of the same year - The number of full-time employees in the Group increased from **70** to **73**[81](index=81&type=chunk) - The Company adopted a new "2024 Share Option Scheme" and granted **166,724,000** share options on December 10, 2024[82](index=82&type=chunk)[84](index=84&type=chunk) [Future Outlook](index=41&type=section&id=Future%20Outlook) The Group's future strategy focuses on a potential second listing in Malaysia to support its rapidly growing "Light in the Dark" project, active expansion into overseas markets through strategic partnerships in facility management and robotics, and discussions for energy management and green data center collaborations in the Middle East [Business Outlook](index=41&type=section&id=Business%20Outlook) The Group's future strategy focuses on a potential second listing in Malaysia to support its rapidly growing "Light in the Dark" project, active expansion into overseas markets through strategic partnerships in facility management and robotics, and discussions for energy management and green data center collaborations in the Middle East - The Group is preparing for a potential second listing on Bursa Malaysia to enhance company value, strengthen ties with local financial institutions, and support business development[88](index=88&type=chunk) - The "Light in the Dark" project in Malaysia is a core growth driver, with plans to install **6 million** LED lights and new local bank financing secured[90](index=90&type=chunk) - In Singapore, a strategic partnership with Primech Holdings has been established to explore energy efficiency solutions and jointly promote Hytron restroom cleaning robots[92](index=92&type=chunk) - The Group is discussing potential collaborations with local partners in the Middle East for energy management contracts, solar equipment procurement, carbon reduction, and green data centers[94](index=94&type=chunk) [Corporate Governance and Other Matters](index=43&type=section&id=Corporate%20Governance%20and%20Other%20Matters) This section details the company's commitment to high corporate governance standards, including the composition and review by the Audit Committee, dividend policy, and recent changes to the Nomination Committee [Corporate Governance](index=43&type=section&id=Corporate%20Governance) The company is committed to maintaining high corporate governance standards and has applied the Corporate Governance Code, with the only deviation being the combined roles of Chairman and CEO held by Mr. Wong Man Fai, which the Board believes is in the company's best interest and is regularly reviewed - The Company deviates from Corporate Governance Code Provision C.2.1, as the roles of Chairman and Chief Executive Officer are not separate, both held by **Mr. Wong Man Fai**[98](index=98&type=chunk) - The Board believes that Mr. Wong's dual role allows for more effective leadership of the Board and management, and the presence of four independent non-executive directors ensures Board independence[98](index=98&type=chunk) [Audit Committee and Review of Financial Information](index=45&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Information) The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Chung Koon Yin, has reviewed the audited consolidated annual results for the year and confirmed that the financial information was properly prepared and adequately disclosed in accordance with applicable accounting standards and requirements - The Audit Committee consists of three independent non-executive directors, with the chairman possessing appropriate professional qualifications, accounting, and relevant financial management knowledge[101](index=101&type=chunk) - The Audit Committee has reviewed the audited consolidated annual results for the year and expressed its approval regarding their compliance and sufficiency[101](index=101&type=chunk) [Dividend](index=40&type=section&id=Dividend) The Board does not recommend the payment of any dividend for the year ended March 31, 2025 - The Board does not recommend the payment of any dividend for the financial year ended March 31, 2025[87](index=87&type=chunk)[31](index=31&type=chunk) [Appointment of Nomination Committee Member](index=47&type=section&id=Appointment%20of%20Nomination%20Committee%20Member) The Board announced that Ms. Choi Yan Yan, a non-executive director, will be appointed as a member of the Company's Nomination Committee effective June 27, 2025, which ensures the Nomination Committee has a director of a different gender - Non-executive Director **Ms. Choi Yan Yan** has been appointed as a member of the Nomination Committee, effective June 27, 2025[107](index=107&type=chunk)