RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 (Incorporated in the Cayman Islands with limited liability) Dear Non-registered Shareholder(Note 1) , Rongzun International Holdings Group Limited (the "Company") – Notice of Publication of Interim Report 2024 (the "Current Corporate Communication(s)") The English and Chinese versions of the Company's Current Corporate Communication(s) are available on the Company's website at www.bnd-strategic.com.hk and the website of The Stock Exchange of Hong Kon ...

RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限責任公司） (Stock Code 股份代號: 1780) N OT IF IC ATI ON LET TE R 通 知 信 函 30 December 2024 Dear Registered Shareholder, Rongzun International Holdings Group Limited (the "Company") – Notice of Publication of Interim Report 2024 (the "Current Corporate Communication(s)") The English and Chinese versions of the Company's Current Corporate Communication(s) are available on the Company's web ...

Financial Performance - For the six months ended September 30, 2024, the company's direct costs decreased from approximately HKD 127.3 million to approximately HKD 47.2 million, a reduction of about 62.9%[25]. - The gross loss for the six months ended September 30, 2024, was approximately HKD 3.9 million, compared to HKD 19.2 million for the same period in 2023, representing a decrease of about 79.7%[26]. - Revenue decreased from approximately HKD 108.1 million for the six months ended September 30, 2023, to approximately HKD 43.3 million for the six months ended September 30, 2024, representing a decline of about 59.9%[39]. - The pre-tax loss decreased from approximately HKD 25.0 million for the six months ended September 30, 2023, to approximately HKD 10.5 million for the six months ended September 30, 2024, primarily due to the reduction in gross loss[65]. - The group reported a total comprehensive loss for the six months ended September 30, 2024, of HKD 10.49 million, compared to HKD 24.99 million for the same period in 2023, showing a reduction of approximately 58%[82]. - The company reported a pre-tax loss of HKD 24,986,000 for the six months ended September 30, 2024[101]. - The company reported a pre-tax loss of HKD 11,923,000 for the six months ended September 30, 2024, compared to HKD 12,448,000 for the same period in the previous year[150]. Cash Flow and Assets - The total cash and cash equivalents amounted to approximately HKD 48.2 million as of September 30, 2024, down from approximately HKD 123.9 million as of March 31, 2024[67]. - Current assets decreased from HKD 231,750,000 as of March 31, 2024, to HKD 197,252,000 as of September 30, 2024[106]. - Cash and cash equivalents dropped significantly from HKD 123,949,000 to HKD 48,159,000 during the same period[106]. - Trade and other receivables decreased from HKD 30,546,000 to HKD 16,187,000[106]. - As of September 30, 2024, trade receivables amounted to HKD 4,411,000, a decrease from HKD 25,852,000 as of March 31, 2024[138]. - The company's contract assets were valued at approximately HKD 41,507,000 as of September 30, 2024, down from HKD 53,056,000 as of March 31, 2024[164]. Expenses and Liabilities - Administrative expenses were approximately HKD 6.7 million for the six months ended September 30, 2023, compared to approximately HKD 7.9 million for the six months ended September 30, 2024, indicating a slight increase[41]. - Administrative expenses increased to HKD 7.97 million for the six months ended September 30, 2024, from HKD 6.71 million in the same period of 2023, reflecting an increase of approximately 19%[80]. - The company’s total liabilities included a credit loss provision of HKD 20,685,000 as of September 30, 2024, compared to HKD 22,378,000 as of March 31, 2024[142]. - The aging analysis of accounts payable shows that HKD 5,874 is overdue by more than 90 days, down from HKD 16,601 as of March 31, 2024[169]. Employee and Operational Metrics - Total employee costs for the six months ended September 30, 2024, were approximately HKD 11.9 million, a decrease from HKD 12.4 million for the same period in 2023, reflecting a reduction of about 4%[72]. - The group employed 40 full-time employees as of September 30, 2024, down from 52 full-time employees as of September 30, 2023, representing a reduction of approximately 23%[72]. - The company’s employee costs, including directors' remuneration, were HKD 11,923,000 for the six months ended September 30, 2024, compared to HKD 12,448,000 for the same period last year[150]. Corporate Governance and Future Outlook - The company remains cautiously optimistic about the prospects of the Hong Kong construction industry and aims to expand its business network and diversify its customer base[24]. - The company is committed to high standards of corporate governance to safeguard shareholder interests and enhance corporate value[7]. - The company has adopted the corporate governance code as its own code of conduct for securities trading by directors[183]. - The company plans to focus on securing more large-scale projects through effective cost control measures and long-term relationships with key clients, suppliers, and subcontractors[24]. Share Capital and Dividends - As of September 30, 2024, the company had issued share capital of HKD 6.2 million and a total of 620,000,000 ordinary shares with a par value of HKD 0.01 each[28]. - The company did not declare any interim dividends for the six months ended September 30, 2024, consistent with the previous year[73]. - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024[152]. - The weighted average number of ordinary shares used to calculate basic loss per share remained at 620,000 shares[130]. Market and Competitive Environment - The group faced challenges due to increased competition in civil engineering and a decrease in the number of contracts available for bidding in renovation and expansion projects[37]. - The group continues to rely on internal financial resources to meet its working capital and capital requirements[43]. Investments and Acquisitions - The company acquired a 5% stake in a private company registered in the British Virgin Islands for a total consideration of HKD 13,000,000, which was completed on January 31, 2024[132]. - The company extended the put option expiration date to December 31, 2025, allowing the buyer to sell back the shares at the original price if certain conditions are not met[134].

（於開曼群島註冊成立的有限責任公司） （「本公司」） （股份代號：1780） 獨立非執行董事 董事名單與其角色和職能 本 公 司 董 事（「董 事」）會（「董事會」）成 員 載 列 如 下。 執行董事 金子博 （行政總裁） 非執行董事 王薛儼 （主席） 宋寧寧 RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 金 帆 宋嘉桓 姚道華 | | 董事委員會 審核委員會 | | | 薪酬委員會 | | 提名委員會 | | --- | --- | --- | --- | --- | --- | --- | | 董 事 | | | | | | | | 金子博 | – | | | – | 成 | 員 | | 王薛儼 | – | | | – | | – | | 宋寧寧 | – | | | – | | – | | 金 帆 | 成 | 員 | 成 | 員 | | – | | 宋嘉桓 | 成 | 員 | 主 | 席 | 主 | 席 | | 姚道華 | 主 | 席 | 成 | 員 | 成 | 員 | 董事會設立3個委員會。下表提供各董事會成員在這些委員會中所擔任的職 ...

Financial Performance - The group's revenue for the six months ended September 30, 2024, was approximately HKD 43.3 million, a decrease of 59.9% compared to HKD 108.1 million for the same period in 2023[2] - The gross loss margin for the six months ended September 30, 2024, was approximately 9.0%, improved from 17.8% for the same period in 2023[2] - The group's loss before tax for the six months ended September 30, 2024, was approximately HKD 10.5 million, a reduction of 57.9% compared to HKD 25.0 million for the same period in 2023[2] - The basic loss per share for the six months ended September 30, 2024, was approximately HKD 1.69, down from HKD 4.03 for the same period in 2023[2] - Total revenue for the six months ended September 30, 2024, was HKD 43,338,000, down 59.9% from HKD 108,056,000 for the same period in 2023[19] - The company reported a loss before tax of HKD 10,491,000 for the six months ended September 30, 2024, compared to a loss of HKD 24,986,000 for the same period in 2023[36] - Gross loss for the six months ended September 30, 2024, was approximately HKD 3.9 million, compared to HKD 19.2 million for the six months ended September 30, 2023, a reduction of about 79.7%[58] - Pre-tax loss decreased from approximately HKD 25.0 million for the six months ended September 30, 2023, to approximately HKD 10.5 million for the six months ended September 30, 2024[62] - Total loss attributable to the company's owners decreased from approximately HKD 25.0 million for the six months ended September 30, 2023, to approximately HKD 10.5 million for the six months ended September 30, 2024[63] Revenue Breakdown - Revenue from renovation and addition engineering services for the six months ended September 30, 2024, was HKD 28,896,000, a decrease of 49.2% compared to HKD 56,844,000 for the same period in 2023[19] - Revenue from civil engineering services for the six months ended September 30, 2024, was HKD 14,442,000, a decrease of 71.8% compared to HKD 51,212,000 for the same period in 2023[19] Dividend and Shareholder Information - The board did not recommend the payment of an interim dividend for the six months ended September 30, 2024, consistent with the previous year[2] - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2024, and 2023[34] - As of September 30, 2024, Dr. Kaneko holds 465,000,000 shares, representing 75% ownership in the company through Kyosei Technology Inc.[76] - Kyosei Technology Inc. is controlled by Mr. Yanase and Dr. Kaneko, who own 65.45% and 28.05% of the company, respectively, both holding 465,000,000 shares[79] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 197.3 million, compared to HKD 231.8 million as of March 31, 2024[8] - Current liabilities as of September 30, 2024, were HKD 34.9 million, a decrease from HKD 61.8 million as of March 31, 2024[9] - The net asset value as of September 30, 2024, was HKD 176.6 million, down from HKD 187.1 million as of March 31, 2024[9] - Trade receivables as of September 30, 2024, amounted to HKD 4,441,000, a decrease from HKD 26,285,000 as of March 31, 2024[41] - Trade payables as of September 30, 2024, were HKD 15,666,000, down from HKD 38,527,000 as of March 31, 2024[47] Expenses - The group’s administrative expenses for the six months ended September 30, 2024, were approximately HKD 7.97 million, an increase from HKD 6.71 million for the same period in 2023[4] - Employee costs, including directors' remuneration, amounted to HKD 11,923,000 for the six months ended September 30, 2024, compared to HKD 12,448,000 for the same period in 2023[31] - Total employee costs for the six months ended September 30, 2024, were approximately HKD 11.9 million, compared to HKD 12.4 million for the corresponding six months ended September 30, 2023, reflecting a decrease of about 4.0%[72] Compliance and Governance - The company has adopted the corporate governance code and has complied with all relevant provisions as of September 30, 2024[81] - The roles of the chairman and CEO were held by Dr. Kaneko until September 24, 2024, with measures in place to ensure a balance of power within the board[83] - The company confirmed compliance with the standards of the securities trading code as of September 30, 2024[84] - The audit committee, consisting of three independent non-executive directors, has reviewed and approved the interim financial results for the six months ended September 30, 2024[96] Future Outlook - The company remains cautiously optimistic about the prospects of the Hong Kong construction industry, focusing on expanding its business network and diversifying its customer base[54] Share Options - The company has adopted a share option plan to incentivize selected participants for their contributions to the group's long-term development and profitability[85] - The maximum number of shares that may be issued upon the exercise of all unexercised share options granted under the plan shall not exceed 10% of the company's issued ordinary share capital[87] - Any grant of share options to major shareholders or independent non-executive directors exceeding 0.1% of the company's ordinary shares or valued over HKD 5,000,000 requires prior approval at a shareholders' meeting[87] - The share options granted must be accepted within seven days from the offer date, with a payment of HKD 1 per option for acceptance[88] Other Information - The company has not purchased, sold, or redeemed any of its listed securities as of September 30, 2024[89] - The company has maintained the minimum public float required under the listing rules as of the announcement date[93] - There have been no changes in the board of directors except for the resignation of an executive director and the appointment of a new chairman and non-executive director[94] - The company has established a non-competition agreement with former controlling shareholders to avoid any potential competition[91] - The interim financial report for the six months ended September 30, 2024, will be sent to shareholders and made available on the company's website[97]

本 公 司 董 事 會（「董事會」）謹 此 知 會 本 公 司 股 東（「股 東」）及 有 意 投 資 者，根 據 本 公 司 管 理 層 對 本 集 團 截 至 二 零 二 四 年 九 月 三 十 日 止 六 個 月（「報告期間」）未 經 審 核 綜 合 管 理 賬 目 的 初 步 評 估 及 董 事 會 現 時 可 得 資 料，與 截 至 二 零 二 三 年 九 月 三 十 日止六個月錄得約25,000,000港 元 的 淨 虧 損 相 比，預 期 本 集 團 於 報 告 期 間 將 錄 得 不多於12,000,000港 元 的 淨 虧 損。根 據 最 新 可 得 資 料，報 告 期 間 的 預 期 淨 虧 損 主 要由於(i)本集團的預期虧損總額不超過4,000,000港 元；及(ii)本集團的行政開支 不超過8,000,000港元。 由 於 本 公 司 仍 在 落 實 本 集 團 報 告 期 間 的 未 經 審 核 綜 合 中 期 業 績（「中期業績」）， 故本公告所載資料乃根據對本集團最新綜合管理賬目的初步評估及董事會現時 可 得 資 料。該 等 資 料 尚 未 經 獨 立 核 數 師 或 本 公 ...

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 或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責任。 RONGZUN INTERNATIONAL HOLDINGS GROUP LIMITED 榮尊國際控股集團有限公司 （於開曼群島註冊成立的有限責任公司） （股份代號：1780） 執行董事兼行政總裁 金子博博士 香港，二零二四年十一月十五日 於本公告日期，董事會成員包括執行董事金子博博士；非執行董事王薛儼先生； 及獨立非執行董事金帆先生、宋嘉桓先生及姚道華先生。 董事會會議通告 榮 尊 國 際 控 股 集 團 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事（「董 事」）會（「董事會」）謹 此 宣 佈，本 公 司 董 事 會 會 議 將 於 二 零 二 四 年 十 一 月 二 十 九 日 舉 行，藉 以（其 中 包 括）考 慮 及 批 准 本 集 團 截 至 二 零 二 四 年 九 月 三 十 日 止 六 個 月 的 ...

風險管理 榮尊國際控股集團有限公司 / 年報 2024 50 社 會 – 僱傭及勞工常規 本 集 團 視 僱 員 為 業 務 之 珍 貴 資 產，與 僱 員 維 持 良 好 關 係 至 關 重 要。為 此，本 集 團 不 斷 檢 討 其 人 力 資 源（「人力資源」）管 理 系 統，以 確 保 為 其 僱 員 提 供 公 平 及 安 全 的 工 作 環 境。 為確保僱員了解本集團的僱傭條款及人力資源政策，本集團根據香港適用的勞工法與個別僱員單 獨 簽 訂 的 勞 工 合 約，當 中 規 定（其 中 包 括）工 作 時 間、休 假 權 利、薪 金 及 其 他 福 利 及 待 遇。此 外，員 工手冊亦規定僱員須遵守的內部規則，亦載有可能導致解僱的不當行為清單。 於 二 零 二 四 年 三 月 三 十 一 日，本 集 團 僱 用49名（二 零 二 三 年：49名）全 職 僱 員，流 失 率 為67%（二零 二三年：26%）。於報告期間，共有34名（二零二三年：14名）僱員離開本集團，當中65%（二零二三年： 79%）為 初 級 員 工。 於二零二四年三月三十一日，本集團手頭上有6份合約（包括在建工程合約及尚未展開工 ...

4. 分部資料 – 7 – 7. 倘該研發公司未能於收購日期起10個 月 內（「認沽期權到期日」）取 得 指 定 牌 照，賣 方 亦 在 股 權轉讓協議中保證買方有權可按原代價13百 萬 港 元 將 票 據 售 回 予 賣 方（「認沽期權」）。於 二 零二四年三月二十日，賣方與買方訂立補充協議，進一步將認沽期權到期日延長至二零二 五年十二月三十一日。認沽期權為獨立於指定為按公平值計入其他全面收益的股本工具的 另 一 項 工 具，並 作 為 按 公 平 值 計 入 損 益 的 衍 生 金 融 工 具 入 賬。本 公 司 董 事 認 為，衍 生 金 融 工具於收購日期及於二零二四年三月三十一日的公平值並不重大，因為預期不會觸發認沽 期權功能。 | --- | --- | --- | --- | |---------------|---------|--------------|--------------| | | | 於 | 於 | | | | 二零二四年 | 二零二三年 | | | 附 註 | 三月三十一日 | 三月三十一日 | | 流動比率 | 1 | 3.7 倍 | 3.4 倍 | | 總資產回報率 | ...

Financial Performance - The company reported a pre-tax loss of HKD 12,448,000 for the six months ended September 30, 2023, compared to HKD 11,813,000 for the same period in 2022, indicating an increase of approximately 5.4% in losses year-over-year[9]. - The pre-tax profit decreased from approximately HKD 8.8 million to a loss of about HKD 25.0 million, primarily due to the reduction in gross profit[29]. - The group reported a pre-tax loss of HKD 24,986,000 for the six months ended September 30, 2023, compared to a profit of HKD 8,820,000 in the same period of the previous year[50]. - The group reported a total comprehensive income of HKD 8,820,000 for the six months ended September 30, 2023[60]. Revenue and Costs - Revenue increased from approximately HKD 98.1 million for the six months ended September 30, 2022, to approximately HKD 108.1 million for the six months ended September 30, 2023, representing a growth of about 10.1%[20]. - Direct costs rose from approximately HKD 85.4 million to approximately HKD 127.3 million, an increase of about 49.1%, primarily due to unexpected complexities in projects and additional subcontracting costs[21]. - The group incurred a gross loss of HKD 19,219,000 for the six months ended September 30, 2023, compared to a gross profit of HKD 12,776,000 in the previous year[50]. - The gross profit margin for the renovation and extension engineering segment decreased from approximately 13.4% to about 4.3%[23]. - The gross profit margin for the civil engineering segment decreased from a profit of approximately 14.7% to a loss of about 43.2%[26]. - Administrative expenses increased from approximately HKD 6.0 million to approximately HKD 6.7 million, mainly due to higher remuneration expenses[28]. Employee Costs - Employee costs, including director remuneration, amounted to HKD 12,448,000, which is an increase of 5.4% from HKD 11,813,000 in the previous year[9]. - Total employee costs for the six months ended September 30, 2023, amounted to approximately HKD 12,400,000, an increase from HKD 11,800,000 for the same period in 2022, reflecting a growth of about 5.08%[44]. - The group’s short-term benefits for key management personnel increased to HKD 2,981,000 for the six months ended September 30, 2023, compared to HKD 2,652,000 for the same period last year, representing a growth of about 12%[108]. Assets and Liabilities - As of September 30, 2023, the group had cash and cash equivalents totaling approximately HKD 130.6 million[36]. - The net asset value decreased to HKD 171,434,000 as of September 30, 2023, from HKD 196,420,000 as of March 31, 2023, indicating a decline of approximately 12.7%[52]. - Trade receivables as of September 30, 2023, were HKD 34,800,000, compared to HKD 18,827,000 as of March 31, 2023, indicating a significant increase in receivables[82]. - Trade payables increased to HKD 55,995,000 as of September 30, 2023, compared to HKD 42,329,000 as of March 31, 2023, reflecting a growth of about 32%[95]. - The aging analysis of trade payables shows that payables aged 1 to 30 days rose significantly to HKD 48,582,000 from HKD 21,621,000, indicating a substantial increase of approximately 125%[96]. Corporate Governance - The company is committed to achieving high standards of corporate governance to protect shareholder interests and enhance corporate value[124]. - The company has adopted the Corporate Governance Code and has complied with its principles and relevant provisions as of September 30, 2023[125]. - The audit committee consists of three independent non-executive directors, ensuring adherence to corporate governance standards[138]. Regulatory Compliance - The company confirmed compliance with the standard code of conduct for securities trading by all directors as of September 30, 2023[126]. - The company has maintained the minimum public float requirement of 25% as of November 17, 2023, after a sale of 2,500 shares[131]. - The company has applied for a temporary exemption from strict compliance with the public float requirements due to a shortfall in public holdings, which was granted until November 24, 2023[130]. Business Operations - The company focuses on renovation, extension works, and civil engineering, with its main operating subsidiaries specializing in these areas[17]. - The company operates primarily through three subsidiaries, focusing on renovation, extension works, and civil engineering services in Hong Kong[65]. - The company has not made any acquisitions of property, plant, and equipment during the reporting period, compared to HKD 307,000 in the same period last year[81]. Shareholder Information - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2023, consistent with the previous year[73]. - As of September 30, 2023, Kyosei Technology Inc. holds a beneficial interest of 465,000,000 shares, representing 75% ownership[115]. - The total number of shares available for issuance under the stock option plan is 62,000,000, equivalent to 10% of the company's total issued share capital[122].