SINO HARBOUR HOLDINGS GROUP LIMITED 漢港控股集團有限公司 (Incorporated in Bermuda with limited liability) ( 於百慕達註冊成立之有限公司 ) (Stock code: 1663) (股份代號: 1663) N OT IF IC ATI ON LET TE R 通 知 信 函 Dear Non-registered holder (Note 1) , Sino Harbour Holdings Group Limited (the "Company") – Notice of publication of Annual Report 2024/2025, Circular & Notice of Meeting ("Current Corporate Communications") The Company's Current Corporate Communications are available on the Company's website at http://www.sinoharbour.com.hk and ...

SINO HARBOUR HOLDINGS GROUP LIMITED The Company's Current Corporate Communications are available on the Company's website at http://www.sinoharbour.com.hk and the website of The Stock Exchange of Hong Kong Limited ("HKEX") at www.hkexnews.hk. You may select the "Investor Relations" on the home page of our website and view it by Adobe® Reader® or browse through the website of HKEXnews. Shareholders may at any time choose to receive free of charge Corporate Communications(1) either in printed form, or read th ...

此乃要件 請即處理 閣下如 已將名下之漢港控股集團有限公司股份全部 出售或轉讓，應立即將本通函及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、持牌證券交易商或其他代理商，以便轉交買主或承讓人。 Sino Harbour Holdings Group Limited 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，並 明 確 表 示 概 不 就 因 本 通 函 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任何損失承擔任何責任。 閣下如對本通函任何方面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、銀行經理、律師、 專業會計師或其他專業顧問。 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 建 議 授出發行股份 及 購回股份之一般授權 及 擴大發行授權 及 重選退任董事 及 股東週年大會通告 本 通 函 此 封 面 下 半 部 及 封 面 內 頁 所 ...

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 就 因 本 通 告 全 部 或任何部分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。 Sino Harbour Holdings Group Limited 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 股東週年大會通告 茲通告 漢 港 控 股 集 團 有 限 公 司（「本公司」）謹 訂 於 二 零 二 五 年 九 月 十 九 日（星 期 五） 上午十時正在香港九龍紅磡馬頭圍道37–39號紅磡商業中心B座1215室舉行股東 週 年 大 會（「股東週年大會」）（或 其 續 會），以 考 慮 並 酌 情 通 過 下 列 決 議 案 為 普 通 決 議 案（不 論 有 否 修 訂）： 作為普通事項 – 1 – 1. 考慮及省覽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之經 審 核 綜 合 財 務 報 表 與 本 公 司 董 事（「董 事」）會 報 告 及 本 公 司 獨 立 核 數 師 報 告； 2 ...

| GLOSSARY | 詞彙 | 2 | | --- | --- | --- | | CORPORATE INFORMATION | 公司資料 | 6 | | FINANCIAL HIGHLIGHTS | 財務摘要 | 8 | | CHAIRMAN'S STATEMENT | 主席報告 | 9 | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論與分析 | 12 | | DIRECTORS' REPORT | 董事會報告 | 24 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 38 | | ENVIRONMENTAL, SOCIAL AND | 環境、社會及管治報告 | 65 | | GOVERNANCE REPORT | | | | BIOGRAPHICAL INFORMATION OF DIRECTORS | 董事及高級管理層之 | 115 | | AND SENIOR MANAGEMENT | 履歷詳情 | | | INDEPENDENT AUDITOR'S REPORT | 獨立核數師報告 | 124 | | CONSO ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）對 本 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 就 因 本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任 何責任。 Sino Harbour Holdings Group Limited 漢港控股集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：1663） 截至二零二五年三月三十一日止年度之全年業績公告 摘 要 – 董 事 會 已 議 決 不 建 議 派 付 二 零 二 五 財 年 末 期 股 息（二 零 二 四 財 年：無）。 – 1 – – 於 二 零 二 五 財 年，本 集 團 錄 得 收 入 約 人 民 幣526.0百 萬 元，主 要 來 自 交 付 中國宜春漢港 • 觀 瀾 二 期 的 住 宅 單 位 及 停 車 位（二 零 二 四 財 年：人 民 幣 891.7百 萬 元）。 – 於二零二五財年，本集團錄得除稅後溢利約人民幣12.5百 萬 元（二 零 二 四 財年：人民幣3 ...

Financial Performance - Revenue from property sales for the six months ended 30 September 2024 was RMB 419,863,000, an increase of 31% compared to RMB 320,526,000 for the same period in 2023[25]. - Total revenue for the six months ended 30 September 2024 reached RMB 451,331,000, up 28.5% from RMB 351,405,000 in the previous year[25]. - Profit for the period attributable to owners of the company was RMB 25,202, an increase of 24.9% compared to RMB 20,197 in the same period last year[79]. - Basic earnings per share increased to 1.02 RMB cents for the six months ended September 30, 2024, compared to 0.82 RMB cents for the same period in 2023, reflecting a growth of 24.4%[121]. - Total comprehensive income for the period was RMB 23,226, compared to RMB 17,495 in the previous year, reflecting a growth of 32.5%[79]. - Operating profit rose to RMB 112,082, up 32.1% from 84,798 in the prior year[76]. Cash Flow and Liquidity - The Group recorded a net cash inflow from operating activities of approximately RMB 84.9 million in 1H 2024/25, compared to an outflow of approximately RMB 40.4 million in 1H 2023/24, primarily due to a decrease in properties held for sale[4]. - Cash and cash equivalents were approximately RMB 73.3 million as of September 30, 2024, compared to RMB 88.2 million as of March 31, 2024[4]. - As of September 30, 2024, the Group had cash and bank balances of approximately RMB 104.9 million, down from RMB 184.4 million as of March 31, 2024[4]. - Net cash generated from operating activities was RMB 84,859, a significant recovery from a cash outflow of RMB 40,446 in the same period last year[84]. Borrowings and Financial Position - Total borrowings as of September 30, 2024, were approximately RMB 519.5 million, a decrease from approximately RMB 532.0 million as of March 31, 2024, primarily due to repayment of borrowings in 1H 2024/25[5]. - The gearing ratio remained stable at 26.2% as of September 30, 2024, consistent with the ratio as of March 31, 2024[5]. - The Group's finance costs before capitalization increased slightly to approximately RMB 15.6 million in 1H 2024/25 from approximately RMB 15.5 million in 1H 2023/24, attributed to the net effect of increased average total borrowing and decreased effective interest rate[5]. - The Group plans to fund its working capital and capital expenditures through a combination of cash generated from operations, bank borrowings, and other external financing sources[5]. Property Development and Sales - Revenue from external customers for Property Development segment was RMB 446,127,000 for the first half of 2024/25, up from RMB 344,362,000 in the first half of 2023/24, representing a growth of 29.6%[126]. - Properties held for sale decreased to approximately RMB 490.0 million as at 30 September 2024, down from approximately RMB 765.3 million as at 31 March 2024[89]. - The estimated total GFA pre-sold is 222,444 sq.m., achieving a pre-sale rate of 99%[38]. - The average selling price (ASP) per square meter is RMB 7,900[38]. Expenses and Cost Management - Cost of sales increased to approximately RMB 304.9 million in 1H 2024/25 from approximately RMB 228.9 million in 1H 2023/24, while gross profit margin decreased from 34.9% to 32.5%[55]. - Selling and distribution expenses rose from approximately RMB 9.3 million in 1H 2023/24 to approximately RMB 12.5 million in 1H 2024/25, mainly due to increased marketing expenses for Sino Harbour • Guanlan[55]. - Administrative expenses decreased to approximately RMB 24.8 million in 1H 2024/25 from approximately RMB 32.0 million in 1H 2023/24, attributed to reductions in staff costs, depreciation, and utility expenses[55]. Strategic Outlook and Business Development - The company is focused on expanding its market presence and enhancing service offerings in the dental sector[24]. - Future outlook includes continued investment in property development and potential acquisitions to drive growth[24]. - The company plans to enhance its operational efficiency through the adoption of new technologies in property management[24]. - The Group aims to diversify operational risks and seek new growth opportunities through the development of the "Big Health" business[74]. Corporate Governance and Compliance - The company maintained compliance with corporate governance standards as per the Corporate Governance Code during 1H 2024/25[166]. - The roles of Chairman and Chief Executive Officer are held by Mr. Wong, which the board believes facilitates business strategy execution[168]. - All Directors confirmed compliance with the required standards set out in the Model Code and the company's Own Code of Conduct throughout 1H 2024/25[170].

Financial Performance - For the first half of the fiscal year 2024/25, the group recorded revenue of approximately RMB 451.3 million, primarily from the delivery of residential units in the second phase of Yichun Sino Harbour[2] - The gross profit margin for the first half of fiscal year 2024/25 was approximately 32.5%[2] - The profit attributable to the owners of the company for the first half of fiscal year 2024/25 was approximately RMB 25.2 million[2] - Operating profit for the first half of fiscal year 2024/25 increased to RMB 112.1 million, compared to RMB 84.8 million in the same period last year, representing a growth of 32.2%[4] - The total comprehensive income for the period attributable to owners of the company was RMB 24.6 million, compared to RMB 19.7 million in the previous year, reflecting a year-on-year increase of 25.1%[8] - The company reported a basic and diluted earnings per share of RMB 1.02 for the first half of fiscal year 2024/25, up from RMB 0.82 in the same period last year[9] - The company reported a net profit of RMB 25,202 thousand for the six months ended September 30, 2024, compared to a profit of RMB 20,197 thousand for the same period in 2023, representing a year-over-year increase of approximately 24.8%[16] - The company reported a net profit of RMB 23,850 thousand for the first half of 2024, compared to RMB 18,002 thousand in the first half of 2023, marking a growth of 32.8%[26] - Net profit after tax for the first half of fiscal year 2024/25 was approximately RMB 23.9 million, a 32.5% increase from RMB 18.0 million in the first half of fiscal year 2023/24[58] Assets and Liabilities - Non-current assets as of September 30, 2024, totaled RMB 1,656.8 million, slightly down from RMB 1,662.1 million as of March 31, 2024[11] - The total assets less current liabilities amounted to RMB 2,607.4 million as of September 30, 2024, compared to RMB 2,672.9 million as of March 31, 2024[11] - The company's net assets as of September 30, 2024, were RMB 1,962.8 million, a decrease from RMB 2,010.3 million as of March 31, 2024[13] - Total assets as of September 30, 2024, were RMB 3,915,398 thousand, a decrease from RMB 4,259,027 thousand as of March 31, 2024[26] - Total liabilities decreased to RMB 1,952,634 thousand as of September 30, 2024, from RMB 2,248,689 thousand as of March 31, 2024[26] Cash Flow and Financing - Operating cash flow generated was RMB 84,859 thousand for the six months ended September 30, 2024, a significant improvement from a cash outflow of RMB 40,446 thousand in the same period of 2023[18] - The company reported a net cash used in financing activities of RMB 104,470 thousand for the six months ended September 30, 2024, compared to a net cash generated of RMB 12,301 thousand in the same period of 2023[18] - As of September 30, 2024, total borrowings amounted to RMB 519.45 million, a decrease from RMB 531.95 million as of March 31, 2024[47] - The company's cash and bank balances as of September 30, 2024, were approximately RMB 104.9 million, down from RMB 184.4 million as of March 31, 2024[69] Revenue and Growth - Revenue from external customers reached RMB 446,127 thousand for the first half of 2024, up from RMB 344,362 thousand in the same period of 2023, representing a growth of 29.6%[26] - Revenue for the first half of fiscal year 2024/25 was approximately RMB 451.3 million, an increase of 28.4% compared to RMB 351.4 million in the first half of fiscal year 2023/24[51] - Gross profit margin decreased from 34.9% in the first half of fiscal year 2023/24 to 32.5% in the first half of fiscal year 2024/25, with cost of sales rising from approximately RMB 228.9 million to RMB 304.9 million[54] Operational Insights - The company experienced a decrease in cash and cash equivalents, ending with RMB 73,327 thousand as of September 30, 2024, compared to RMB 63,232 thousand at the same date in 2023[18] - The company’s total comprehensive income for the period was RMB 24,578 thousand, compared to RMB 19,690 thousand for the same period in 2023, indicating an increase of approximately 24.5%[16] - The company’s retained earnings rose to RMB 1,001,489 thousand as of September 30, 2024, compared to RMB 945,286 thousand as of September 30, 2023, marking an increase of about 5.9%[16] - The company’s foreign exchange reserve decreased to RMB (8,293) thousand as of September 30, 2024, from RMB (9,761) thousand as of September 30, 2023[16] Corporate Governance and Strategy - The board has decided not to declare an interim dividend for the first half of the 2024/2025 fiscal year[86] - The company emphasizes maintaining high levels of corporate governance to ensure sustainable development and enhance performance[89] - The audit committee reviewed the unaudited interim results for the first half of the 2024/2025 fiscal year before submission to the board[92] - The company warns investors that the interim results and operational data are based on internal information and should be approached with caution[94] - The company will maintain a prudent and flexible financial policy to ensure long-term healthy development and create long-term investment value for shareholders[85] Market Outlook - The company anticipates improved sales performance in the second half of 2024 due to various economic stimulus policies and relaxed real estate regulations from the central government[84] - The company plans to optimize marketing and pricing strategies based on local conditions to enhance cash flow and risk management capabilities[84] - The company will continue to develop its "big health" business, particularly in the dental specialty sector, to diversify its operations and seek new growth opportunities[85]

Financial Performance - Revenue for the fiscal year 2023/24 reached RMB 891,657,000, showing a significant increase compared to RMB 448,420,000 in 2022/23, representing a growth of 98.5%[12] - Profit attributable to owners of the company for 2023/24 was RMB 57,544,000, compared to RMB 52,453,000 in the previous year, indicating a growth of 9.4%[12] - The company's net assets for FY2024 reached RMB 2,010,338,000, showing a steady increase compared to previous years[34] - The company reported a total revenue of RMB 1,619,349,000 for FY2023, indicating a growth trajectory in its financial performance[34] - Profit before income tax recorded approximately RMB 144.8 million in FY2024, compared to approximately RMB 33.3 million in FY2023, representing an increase of approximately RMB 111.5 million[101] - The Group recorded a profit after tax of approximately RMB 31.4 million in FY2024, compared to approximately RMB 11.0 million in FY2023[101] Business Strategy and Development - The company is actively exploring new business markets with high development potential to ensure sustainable growth[17] - Sino Harbour Holdings is focusing on diversifying its business development strategy beyond real estate, including property management services to enhance operational stability and revenue performance[19] - The company aims to deepen cooperation with local governments and other enterprises to gain competitive advantages in future developments[19] - The group plans to strategically develop new markets to expand its business footprint and enhance profitability and market influence[19] - The company continues to manage its commercial properties and provide operational services for external projects to stabilize future revenue streams[19] - The company is focused on expanding its market presence and enhancing its product portfolio through new technology developments[38] - The company plans to explore potential mergers and acquisitions to bolster its competitive position in the industry[38] - The Group plans to continue diversifying its business operations and exploring new markets to ensure sustainable development[61] Financial Position and Ratios - The gearing ratio improved to 20.4% in 2023/24 from 35.4% in the previous year, reflecting a stronger equity position[14] - Cash and cash equivalents amounted to RMB 94,195,000 for FY2024, reflecting a capital and debt ratio of 22.7%[36] - The gearing ratio increased to 26.2% as of March 31, 2024, compared to 22.7% as of March 31, 2023[80] - As of March 31, 2024, the capital and debt ratio of the Group is 26.2%, an increase from 22.7% on March 31, 2023[81] Revenue Sources and Performance - Revenue from sales of properties held for sale in FY2024 was primarily derived from the delivery of residential units and car park spaces of Sino Harbour • Guanlan Phase 2 in Yichun, the PRC[67]. - Revenue from residential properties increased significantly to approximately RMB798.8 million in FY2024, up 568% from RMB119.6 million in FY2023, with a gross floor area sold of 106,938 sq.m.[73] - Revenue from commercial properties fell to approximately RMB3.9 million in FY2024, a decrease of 55% from RMB8.7 million in FY2023, with a gross floor area sold of 1,262 sq.m.[73] - The gross profit margin decreased from 39.4% in FY2023 to 33.2% in FY2024, attributed to the write-down of properties held for sale and a lower portion of revenue from rental income[51][52]. Operational Challenges and Outlook - The company’s operational strategy emphasizes diversified business development to cope with challenges in the market[17] - Future outlook includes strategic initiatives aimed at increasing operational efficiency and market share[38] - The gradual relaxation of China's regulation of the real estate industry is expected to provide new opportunities for the Group's real estate business, supporting steady progress[44][64]. - The political tension between the United States and China has increased uncertainty in the high-tech and biotechnology sectors, impacting the Group's "Big Health" business[112] Governance and Compliance - The company is committed to enhancing its corporate governance practices to align with industry standards[38] - The Group has maintained compliance with all relevant laws and regulations impacting its operations[142] - The Company has adopted all mandatory disclosure requirements and applicable code provisions as per the Corporate Governance Code during the reporting period[199] Employee and Operational Management - Employee costs, including Directors' emoluments, amounted to approximately RMB47.7 million in FY2024, consistent with FY2023[107] - The Group employed 331 staff as of March 31, 2024, a slight decrease from 333 staff as of March 31, 2023[107] - The Group recognizes the importance of maintaining good relationships with employees, customers, and suppliers for sustainable development[143]

Financial Performance - For the fiscal year 2024, the group recorded revenue of approximately RMB 891.7 million, a significant increase from RMB 247.5 million in fiscal year 2023, representing a growth of 260%[3] - The net profit after tax for fiscal year 2024 was approximately RMB 31.4 million, compared to RMB 11.0 million in fiscal year 2023, marking an increase of 186%[3] - Basic earnings per share for fiscal year 2024 were approximately RMB 2.13, up from RMB 0.75 in fiscal year 2023, reflecting a growth of 184%[5] - The total comprehensive income for the year was RMB 29.99 million, compared to RMB 8.52 million in the previous year, representing an increase of 251%[4] - The overall profit before tax for the group in 2024 was RMB 144,759,000, compared to RMB 33,300,000 in 2023, indicating a growth of 335%[19] - The group reported a net profit of RMB 31,405,000 for 2024, up from RMB 10,979,000 in 2023, marking an increase of 186%[19] Assets and Liabilities - The group's total assets as of March 31, 2024, were approximately RMB 2.60 billion, down from RMB 3.24 billion in the previous year[7] - The total assets of the group decreased from RMB 4,825,261,000 in 2023 to RMB 4,259,027,000 in 2024, a decline of approximately 12%[19] - The total liabilities also decreased from RMB 2,844,913,000 in 2023 to RMB 2,248,689,000 in 2024, reflecting a reduction of about 21%[19] - The net asset value increased to RMB 2.01 billion as of March 31, 2024, compared to RMB 1.98 billion in the previous year[8] Cash Flow and Financing - As of March 31, 2024, cash and bank balances were approximately RMB 184.4 million, down from RMB 434.6 million as of March 31, 2023[3] - The group had bank loans of approximately RMB 532.0 million as of March 31, 2024, compared to RMB 455.4 million as of March 31, 2023, indicating an increase of 17%[3] - The total bank loans increased to RMB 531.9 million in fiscal year 2024 from RMB 455.4 million in the previous year, indicating a rise of 16.7%[36] - Financing costs increased to approximately RMB 11.5 million in FY2024 from approximately RMB 0.8 million in FY2023, primarily due to higher interest expenses on bank loans[48] Revenue Sources - Revenue from the sale of properties held for sale was RMB 831.8 million, a significant increase of 358% from RMB 181.5 million in the previous year[42] - Total revenue from external customers for property development in 2024 reached RMB 878,902,000, a significant increase from RMB 231,076,000 in 2023, representing a growth of 280%[19] - CMC-related service revenue decreased to RMB 1.7 million from RMB 9.4 million, reflecting a decline of 82.5%[40] - The average selling price of residential properties decreased by 8.5% to RMB 7,470 per square meter, while the total revenue from residential properties increased by 568% to RMB 798.8 million[42] Expenses and Costs - Sales cost increased from approximately RMB 149.9 million in FY2023 to approximately RMB 595.6 million in FY2024, resulting in a decrease in gross margin from 39.4% to 33.2%[43] - Other income turned from a net gain of approximately RMB 27.8 million in FY2023 to a net loss of approximately RMB 25.2 million in FY2024, primarily due to fair value losses on investment properties[44] - Selling and distribution expenses rose from approximately RMB 19.0 million in FY2023 to approximately RMB 46.0 million in FY2024, mainly due to increased marketing expenses for Han Gang • Guanlan[46] - Management expenses decreased from approximately RMB 72.3 million in FY2023 to approximately RMB 68.6 million in FY2024, attributed to reductions in employee costs and utility expenses[47] Dividends and Shareholder Returns - The group did not recommend the payment of a final dividend for the fiscal year 2024, consistent with the previous fiscal year[3] - The board has decided not to recommend a final dividend for the fiscal year 2024, compared to no dividend in fiscal year 2023[83] Strategic Focus and Future Outlook - The group plans to actively seek mutually beneficial projects to expand its business footprint and enhance profitability and market influence[79] - The group will continue to focus on real estate as the main business while actively developing dental specialty and commercial management businesses, aiming for diversified development and steady growth[82] - The group has actively developed related "Big Health" businesses this year to mitigate operational risks and seek new growth opportunities, with the dental specialty business showing strong growth and expected to become a stable pillar for future development[81] - The group will closely monitor the implementation of supportive government policies aimed at stimulating the real estate market[77] Governance and Management - The board of directors consists of eight members, including four executive directors led by Mr. Wang Linbing as Chairman and CEO[100] - The group maintains a prudent financial policy to monitor liquidity ratios and ensure sufficient cash flow to meet operational needs[67] - The company has maintained a prudent and flexible financial policy to ensure long-term healthy development and create long-term investment value for shareholders[82] Market Conditions and Risks - The "Big Health" sector has been significantly impacted by ongoing political tensions between China and the U.S., leading to increased uncertainty in the development of high-tech and biotechnology fields[81] - The group emphasizes that forward-looking statements regarding business and performance objectives do not guarantee future results and may differ significantly due to various factors[97] Other Financial Metrics - The capital expenditure for property, plant, and equipment in 2024 was RMB 15,222,000, compared to RMB 7,879,000 in 2023, representing an increase of 93%[21] - Employee costs for the fiscal year 2024 reached approximately RMB 47.7 million, consistent with the previous fiscal year[74] - The cumulative pre-sale value of residential units as of June 21, 2024, was RMB 907.7 million, with a pre-sale rate of 98% for the Yichun Hangang project[76] - There were no significant contingent liabilities reported as of March 31, 2024[73]