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)

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。 本公告所載資料僅為董事會基於現時可得資料（包括本集團於本年度的綜合管理賬目草擬本）作 出的初步評估，而該等資料未經本公司核數師審核或審閱。於本公告日期，本公司尚在落實年度 業績，相關業績或會作出必要調整。股東及潛在投資者務請細閱預期將於二零二五年六月底前刊 發的本公司之年度業績公告。 (i) 本集團於本年度的營業額較二零二四財政年度增加约70%； (ii) 抵銷自購股權開支較二零二四財政年度增加約13百萬港元；及 (iii) 重組若干貿易應收款項的淨收益約為39百萬港元。 Unity Group Holdings International Limited 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） 正面盈利預告 本公告由知行集團控股國際有限公司（「本公司」，連同其附屬公司，統稱「本集團」） 根據香 港聯合交易所有限公司證券上市規則（「上市規則」）第13.09(2 ...

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） 董事會召開日期 知行集團控股國際有限公司（「本公司」）董事會（「董事會」）茲通告謹訂於二零二五年 六月二十七日（星期五）舉行董事會會議，以考慮及通過本公司及其附屬公司截至二 零二五年三月三十一日止年度的全年業績，以及處理任何其他事項。 承董事會命 知行集團控股國際有限公司 如本公告的中、英文兩個版本有任何抵觸或不相等之處，應以英文版本為準。 主席、行政總裁及執行董事 黃文輝 於本公告日期，本公司執行董事為黃文輝先生；本公司非執行董事為曾思維先生及 蔡欣欣女士；及本公司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。 香港，二零二五年六月十七日 ...

Core Viewpoint - The global carbon market is rapidly developing, with significant growth potential as sustainable development concepts deepen. The launch of the world's first ESG lamp certified for carbon credits by Zhixing Group is expected to contribute to global sustainability and provide substantial growth opportunities for the company [1][2]. Group 1: Product Launch and Features - Zhixing Group's Malaysian subsidiary, Synergy ESCO, unveiled the world's first ESG lamp certified for carbon credits at the "2025 Carbon Credit and ESG Ecosystem Conference" [2]. - The ESG lamp operates at a power of only 4.5 watts, achieving approximately 89% energy savings compared to traditional lighting. It has an expected lifespan of 180,000 hours, equating to about 40 years of use at 12 hours per day [5]. - The lamp accumulates carbon credits during its use, allowing Synergy to trade these credits in the carbon market, thus positioning the lamp as a valuable financial instrument [5]. Group 2: Collaboration and Environmental Impact - Zhixing Group plans to collaborate with the Selangor state government on the Light+Green One Day project, which aims to retrofit 6,000 apartments with the ESG lamp, potentially reducing carbon emissions by approximately 25 million tons, equivalent to the carbon absorption of 630 million trees [5]. - Over the next decade, the company anticipates continuous acquisition of carbon credit rights through this project, coinciding with a rising trend in global carbon credit prices [5]. Group 3: Company Overview and Market Position - Zhixing Group is recognized as a leader in ESG and sustainable development, with operations spanning energy-saving solutions, renewable energy, and ESG digital vertical agriculture [6]. - The company is the first in the global lighting industry to adopt carbon credit management, leveraging high-efficiency lighting to achieve large-scale energy savings and generate revenue through carbon credit trading [6]. - Zhixing Group's business extends across Malaysia, mainland China, Hong Kong, Japan, Indonesia, the Middle East, and South Africa, and it is pursuing a secondary listing in Malaysia, potentially becoming the first Hong Kong-listed company to do so [8]. Group 4: Global Trends in Sustainability - The concept of sustainable development is gaining traction globally, with countries increasing the adoption of energy-saving technologies and products. For instance, China's wind and solar power installations have surpassed coal power for the first time in Q1 this year [7]. - Malaysia has set a net-zero emissions target, aiming for carbon neutrality by 2050, and plans to significantly increase the share of renewable energy consumption to achieve this goal [7].

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） 有關收購附屬公司的須予披露及關連交易 進一步公告 茲提述知行集團控股國際有限公司（「本公司」）日期分別為二零二五年一月十五日及 二零二五年一月二十日之公告（「該等公告」），內容有關（其中包括）收購一間附屬公 司的須予披露及關連交易。除另有指明外，本公告所用詞彙與該等公告所界定者具 相同涵義。 誠如該等公告所披露，由於估值師編製之估值報告中採用收入法項下之貼現現金流 量法，故目標公司的估值被視為上市規則第14.61條項下之盈利預測。本公告乃由本 公司遵照上市規則第14.60A條而作出，以披露與目標公司估值有關的盈利預測的進 一步詳情。 1 與估值有關的盈利預測 估值方法 估值師根據收入法對目標公司全部股權初步估值為810.20百萬港元。估 ...

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） 完成有關收購附屬公司的須予披露及關連交易 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。 主席、行政總裁及執行董事 黃文輝 香港，二零二五年一月二十日 1 於本公告日期，本公司執行董事為黃文輝先生；本公司非執行董事為曾思維先生及 蔡欣欣女士；及本公司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不相等之處，應以英文版本為準。 茲提述知行集團控股國際有限公司（「本公司」）日期為二零二五年一月十五日的公告 （「該公告」），內容有關（其中包括）有關收購附屬公司的須予披露及關連交易。除另 有界定外，本公告所用詞彙應與該公告所界定者具有相同涵義。 董事會欣然宣佈，所有先決條件已獲達成，且收購事項已於二零二五年一月二十日 （即所有先決 ...

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） 有關收購附屬公司的須予披露及關連交易 收購事項 董事會欣然宣佈，於二零二五年一月十五日，滙能環球（為一間本公司的全資附屬 公司）與賣方訂立買賣協議，據此滙能環球已有條件同意購買及賣方已有條件同 意出售銷售股份（約佔目標公司已發行股本的25.00%），代價為200.00百萬港元。 完成將於所有先決條件達成或獲有效豁免後第二個營業日（或滙能環球與賣方可 能書面協定之任何其他日期）落實。 於本公告日期，本公司透過滙能環球間接擁有目標公司已發行股本的約63.04%。 於收購事項完成後，本公司將透過滙能環球間接擁有目標公司已發行股本的約 88.04%。目標公司將繼續為本公司的非全資附屬公司，其財務業績將繼續併入本 公司的財務報表。 1 上市規則的 ...

Financial Performance - The total revenue for the six months ended September 30, 2024, was approximately HKD 76.1 million, an increase of about 89.3% compared to approximately HKD 40.2 million for the same period in 2023[20]. - Gross profit increased by 44.8% to approximately HKD 38.8 million for the six months ended September 30, 2024, compared to HKD 26.8 million for the same period in 2023[14]. - Profit for the period rose from approximately HKD 17.3 million for the six months ended September 30, 2023, to approximately HKD 25.0 million for the same period in 2024[14]. - Adjusted profit excluding significant non-recurring items increased from approximately HKD 21.5 million to approximately HKD 24.5 million for the same periods[14]. - Basic and diluted earnings per share for the six months ended September 30, 2024, were both approximately HKD 0.59, compared to HKD 0.62 and HKD 0.60 for the same period in 2023[14]. - Other income net amounted to approximately HKD 19.3 million for the six months ended September 30, 2024, compared to about HKD 14.1 million for the same period in 2023, indicating an increase of approximately 36.4%[26]. - The EBITDA increased from approximately HKD 22.8 million for the six months ended September 30, 2023, to about HKD 32.6 million for the six months ended September 30, 2024, representing a growth of approximately 42.0%[33]. - The company reported a total comprehensive income of HKD 27,735,000 for the period, compared to HKD 16,724,000 in the previous year, reflecting a growth of approximately 65.8%[144]. Revenue Sources - Revenue from energy-saving product trading was HKD 54.3 million for the six months ended September 30, 2024, compared to HKD 16.9 million for the same period in 2023[18]. - The revenue from the Malaysia project increased from approximately HKD 13.5 million for the six months ended September 30, 2023, to about HKD 20.4 million for the six months ended September 30, 2024, reflecting a growth of approximately 51.9%[21]. - Revenue from energy product trading in Japan significantly increased to HKD 26,209,000 for the six months ended September 30, 2024, compared to HKD 8,726,000 in the same period of 2023, representing a growth of 200.5%[167]. - The company’s rental service revenue was HKD 21,784,000 for the six months ended September 30, 2024, up from HKD 15,186,000 in the same period of 2023, indicating a growth of 43.5%[170]. Expenses and Costs - Administrative expenses increased to approximately HKD 24.2 million for the six months ended September 30, 2024, from about HKD 17.3 million for the same period in 2023, reflecting an increase of approximately 40.0%[29]. - Sales and distribution expenses rose to approximately HKD 3.3 million for the six months ended September 30, 2024, compared to about HKD 2.5 million for the same period in 2023, marking an increase of approximately 32.0%[27]. - The financing costs rose from approximately HKD 1.8 million for the six months ended September 30, 2023, to about HKD 4.2 million for the six months ended September 30, 2024, an increase of approximately 133.3%[32]. - The company recognized a cost of goods sold of HKD 34,695,000 for the six months ended September 30, 2024, significantly higher than HKD 10,701,000 for the same period in 2023, indicating a substantial increase in inventory costs[174]. Assets and Liabilities - Total assets as of September 30, 2024, were HKD 521.4 million, up from HKD 468.4 million as of March 31, 2024[11]. - Total liabilities increased slightly to HKD 155.3 million as of September 30, 2024, compared to HKD 154.3 million as of March 31, 2024[11]. - Current assets as of September 30, 2024, reached approximately HKD 313.2 million, a 10.0% increase from approximately HKD 284.6 million as of March 31, 2024[40]. - Current liabilities as of September 30, 2024, included borrowings of approximately HKD 25.5 million, up from approximately HKD 17.4 million as of March 31, 2024[41]. - The net asset value as of September 30, 2024, was HKD 366,040,000, up from HKD 314,110,000, indicating an increase of approximately 16.6%[143]. Shareholder Information - As of September 30, 2024, the total issued shares of the company amounted to 3,444,111,548 shares[96]. - Huang Wenhui holds a controlling interest in the company with 1,832,805,360 shares, representing approximately 53.216% of the issued share capital[91]. - The company has a significant shareholder, Fu Jia Development Limited, owning 1,820,785,360 shares, which is about 52.867% of the issued share capital[101]. - Asia JIT Capital Investment L.L.C. holds 354,545,454 shares, accounting for approximately 10.294% of the issued share capital[101]. Strategic Initiatives - A strategic partnership has been established with Primech Holdings Limited and its subsidiary Primech AI to enhance service offerings in Singapore[82]. - The company is preparing for a potential secondary listing on the Malaysian stock exchange to enhance its market presence and attract local investors[77]. - The company has initiated a collaboration in the Middle East to provide energy management solutions, starting with around 700 buildings in Abu Dhabi[82]. - The "Light in the Dark" project in Malaysia aims to install 6 million LED lights across approximately 8,000 apartments, with a target of 1 million installations by March 2025[81]. Debt and Financing - The company has issued convertible bonds totaling $15,000,000, with $10,000,000 completed as of September 29, 2023, raising approximately HKD 78,000,000[68]. - The funds from the convertible bonds are allocated for energy-saving capital expenditures (HKD 59.6 million) and general working capital (HKD 14.9 million), totaling HKD 74.5 million, all of which have been utilized[69]. - The company plans to settle 5% of the outstanding principal amount of the debt restructuring plan on the effective date, with subsequent payments scheduled for July 3, 2024, and July 3, 2025[194]. - The company issued approximately 730,061,000 shares to settle claims under the debt restructuring plan, with a total claim amount of approximately HKD 104,398,000 as of March 31, 2024[195]. Compliance and Governance - The company has maintained compliance with corporate governance codes, with a commitment to high standards of governance[124]. - The audit committee, consisting of three independent non-executive directors, was established to ensure financial reporting integrity[129]. - The company has adopted a securities trading code that aligns with the standards set out in the listing rules, ensuring compliance by all directors and relevant employees[128].

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 （於開曼群島註冊成立的有限公司） （股份代號：1539） 授出購股權 知行集團控股國際有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事會 （「董事會」）謹此宣佈，於二零二四年十二月十日（「授予日期」），本公司根據其 於二零二四年十一月一日採納的購股權計劃（「購股權計劃」）, 授出可認購本公司股本 中合共166,724,000每股面值港幣0.01元的普通股份（「股份」，及每股「股份」）的購股 權（「購股權」，及每份「購股權」），包括(i)向一名非執行董事授出26,144,000份購股 權; (ii)向四名獨立非執行董事授出1,000,000份購股權;及(iii)向若干合資格參與者, 皆為本集 團僱員, 授出139,580,000份購股權（統稱「承授人」，及每名「承授人」），惟須待承授 人 ...