Sterling Group Holdings Limited 美臻集團控股有限公司* (Incorporated in the Cayman Islands with limited liability) （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） (Stock Code 股份代號: 1825) NOTIFICATION LETTER 通知信函 31 July 2025 Dear Non-registered Shareholder(s)(Note 1), Sterling Group Holdings Limited (the "Company") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.sterlingapparel.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock E ...

Sterling Group Holdings Limited 美臻集團控股有限公司* (Incorporated in the Cayman Islands with limited liability) （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） (Stock Code 股份代號: 1825) NOTIFICATION LETTER 通知信函 The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.sterlingapparel.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Version"). The Company strongly recommends yo ...

目錄 | 有關美臻集團 | 2 | | --- | --- | | 有關本報告 | 3 | | 可持續發展管治 | 4 | | 可持續發展管治架構 | 4 | | 美臻可持續發展委員會(SSC) | 5 | | 可持續發展理念 | 6 | | 可持續發展策略 | 6 | | 持份者參與 | 8 | | 可持續發展重要性評估 | 8 | | 地球－環境管理 | 10 | | 環境管理 | 10 | | 減碳措施要點 | 10 | | 氣候目標 | 12 | | 能源管理 | 13 | | 水資源管理 | 13 | | 使用材料 | 14 | | 廢棄物管理 | 14 | | Higg Index | 15 | | 氣候相關財務信息披露工作小組(TCFD) | 15 | | 管治 | 15 | | 策略 | 16 | | 風險管理 | 23 | | 指標及目標 | 24 | | 產品責任 | 24 | | 綠色採購及化學品管理 | 25 | | 人員－社會責任 | 26 | | 勞工實踐 | 26 | | 工作團隊結構及僱員流失率 | 26 | | 健康與安全管理 | 27 | | 培訓及發展 | 28 | | ...

茲通告 美臻集團控股有限公司（「本公司」）謹訂於二零二五年九月二十九日（星 期 一）下午一時正假座香港九龍新蒲崗雙喜街9號匯達商業中心19樓舉行二零 二五年股東週年大會（「二零二五年股東週年大會」），以 考 慮 並 酌 情 通 過（無 論 有 否 作 出 修 訂）下 列 決 議 案： 香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 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的任何損失承擔任何責 任。 Sterling Group Holdings Limited 美臻集團控股有限公司* （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） （股 份 代 號：1825） 二零二五年股東週年大會通告 普通決議案 – 1 – 1. 省覽及採納本公司截至二零二五年三月三十一日止年度的經審核綜合財 務報表及本公司董事（「董 事」）會 報 告 與 核 數 師 報 告； 2. 重 選 董 事 及 釐 定 彼 等 酬 金： (a) 重 選 蕭 翊 銘 先 生 為 執 行 董 ...

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，並明確表明概不就本通函全部或任 何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Sterling Group Holdings Limited 美臻集團控股有限公司* （於開曼群島註冊成立之有限公司） （股份代號：1825） 建 議 (1)採納經審核綜合財務報表 及董事會報告與核數師報告、 (2)重選退任董事、 (3)續聘核數師、 (4)發行股份及購回股份的一般授權 及 二零二五年股東週年大會通告 本公司謹訂於二零二五年九月二十九日（星期一）下午一時正假座香港九龍新蒲 崗雙喜街9號匯達商業中心19樓舉行二零二五年股東週年大會（「二零二五年股東 週年大會」），大會通告載於本通函第17至21頁。隨本通函附奉股東於二零二五年 股 東 週 年 大 會 上 使 用 的 代 表 委 任 表 格。該 代 表 委 任 表 格 亦 刊 登 於 香 港 聯 合 交 易 所有限公司的網站www.hkexnews.hk及本公司的網站www.sterlingapparel.com.hk。 此乃要件 請即處理 閣 ...

年 報 (於開曼群島註冊成立之有限公司) 股份代號 : 1825 2O25 目 錄 | 2 | 公司資料 | | --- | --- | | 4 | 財務摘要 | | 5 | 主席報告 | | 6 | 管理層討論及分析 | | 14 | 董事及高級管理層 | | 16 | 企業管治報告 | | 32 | 董事會報告 | | 46 | 獨立核數師報告 | | | 經審核財務報表 | | 52 | 綜合損益及其他全面收益表 | | 53 | 綜合財務狀況表 | | 55 | 綜合權益變動表 | | 56 | 綜合現金流量表 | | 58 | 綜合財務報表附註 | | 128 | 五年財務概要 | 公司資料 執行董事 王美慧女士 （主席） 蕭翊銘先生 鍾國偉先生（於二零二五年四月十六日辭任） 梁嘉偉先生（於二零二五年五月十二日辭任） 馬劍先生（於二零二五年五月二十七日辭任） 楊倫先生（於二零二五年五月二十七日獲委任） 獨立非執行董事 陳潔女士（於二零二五年五月二十七日獲委任） 高元元女士（於二零二五年五月二十七日獲委任） 曾浩賢先生（於二零二四年六月二十六日辭任） 張玲玲女士（於二零二五年五月二十七日辭任） 趙川先 ...

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 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的任何損失承擔任何責任。 Sterling Group Holdings Limited 美臻集團控股有限公司* （於 開 曼 群 島 註 冊 成 立 之 有 限 公 司） （股 份 代 號：1825） 截至二零二五年三月三十一日止年度的 經審核年度業績公告 財務摘要 截至三月三十一日止年度 二零二五年 二零二四年 經營業績 （千 港 元） 收 入 477,728 571,391 毛 利 87,531 91,981 毛利率 18.3% 16.1% 銷售及分銷成本 (20,668) (24,315) 一般及行政開支 (53,294) (52,657) 經 營（虧 損）╱溢 利 (1,309) 7,442 金融資產確認之預期信貸虧損 （「預 期 信 貸 虧 損」）淨 額 (4,834) (25,802) 年內虧損淨額 (6,143) (18,360) 加： 折舊支出 7,066 ...

Financial Performance - For the six months ended September 30, 2024, the company's revenue was approximately HKD 273,587,000, a decrease of 15.1% compared to HKD 322,182,000 for the same period in 2023[15] - The gross profit for the same period was HKD 51,613,000, with a gross margin of 18.9%, slightly up from HKD 51,105,000 and a gross margin of 15.9% in the previous year[15] - The company recorded a profit of approximately HKD 3,209,000, compared to a loss of HKD 7,960,000 in the same period last year[7] - EBITDA before expected credit losses for the period was approximately HKD 21,399,000, compared to HKD 18,777,000 for the same period last year[48] - The group reported a total comprehensive income of HKD 3,323,000, recovering from a loss of HKD 6,679,000 in the same period last year[70] - The net profit for the period was HKD 3,209,000, a significant recovery from a net loss of HKD 7,960,000 in the previous year[70] - Basic and diluted earnings per share were HKD 1.27, compared to a loss per share of HKD 3.32 in the prior year[70] - The group reported a profit attributable to owners of the company of HKD 3,209,000 for the six months ended September 30, 2024, a significant recovery from a loss of HKD 7,960,000 in the same period of 2023[116] Costs and Expenses - Financing costs during the review period were approximately HKD 9,859,000, an increase of about 22.0% from HKD 8,082,000 in the same period last year[7] - Selling and distribution expenses decreased by 13.9% to HKD 11,122,000 from HKD 12,914,000, primarily due to cost-saving measures[167] - General and administrative expenses were reduced to HKD 24,280,000 from HKD 26,526,000, reflecting a focus on cost control[167] - The financing costs increased by 22.0% to approximately HKD 9,859,000 from HKD 8,082,000, primarily due to rising interest rates during the review period[197] Cash Flow and Liquidity - Cash and cash equivalents as of September 30, 2024, were approximately HKD 22,615,000, down from HKD 26,965,000 as of March 31, 2024[20] - The group has unutilized bank financing of approximately HKD 6,261,000, which can be renewed annually, suggesting potential for continued financial support[104] - The group’s net cash used in financing activities was HKD (77,040,000) for the six months ended September 30, 2024, compared to HKD (27,104,000) in the same period of 2023[101] - The group has a current liability exceeding its current assets by HKD 50,938,000, indicating significant uncertainty regarding its ability to continue as a going concern[104] - The company maintained a current ratio of 0.80 and a quick ratio of 0.70, indicating stable liquidity[157] Assets and Liabilities - Total assets as of September 30, 2024, were HKD 304,034,000, down from HKD 321,480,000 as of March 31, 2024[157] - The group’s total liabilities included bank borrowings of HKD 98,632,000, which are repayable on demand or within one year[104] - Bank borrowings decreased by approximately 47.7% to about HKD 98,632,000 from HKD 188,550,000 as of March 31, 2024[21] - Trade and other receivables increased by approximately HKD 2,117,000 to about HKD 155,671,000, attributed to seasonal sales peaks from July to September[53] - The provision for trade receivables increased to HKD 54,471,000 as of September 30, 2024, from HKD 49,322,000 as of March 31, 2024[121] Business Strategy and Future Outlook - The company plans to conduct feasibility studies for any potential investment opportunities that may arise in the near future[29] - The group is actively seeking to diversify its business by engaging in digital marketing services through its subsidiary in China, which is expected to have a lower capital intensity and create synergies with its existing garment manufacturing business[55] - The company anticipates that sales in the U.S. market will remain flat in the coming year, highlighting the need for transformation due to challenges in the Hong Kong economic and banking environment[174] - The company is evaluating potential business development opportunities based on profitability, capital commitments, cash flow, and industry outlook to enhance financial performance[175] Employee and Operational Metrics - The group employed approximately 1,254 full-time employees as of September 30, 2024, down from 1,290 on March 31, 2024[60] - The company reported a decrease in employee costs to HKD 41,190,000 for the six months ended September 30, 2024, down from HKD 48,218,000 in the previous year[136] Other Relevant Information - The company did not enter into any agreements for significant investments or capital assets during the review period[29] - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the review period[61] - No interim dividend was proposed for the six months ended September 30, 2024, consistent with the previous year[92] - There were no significant events after September 30, 2024, that would materially affect the group's operations and financial performance[93]

Financial Performance - Revenue for the six months ended September 30, 2024, was HKD 273,587, a decrease of 15.1% compared to HKD 322,182 for the same period in 2023[1] - Gross profit was HKD 51,613 with a gross margin of 18.9%, up from HKD 51,105 and a gross margin of 15.9% in the previous year[1] - The net profit for the period was HKD 3,209, a significant recovery from a net loss of HKD 7,960 in the same period last year[4] - EBITDA, excluding expected credit losses, was HKD 21,399, compared to HKD 18,777 for the same period in 2023, reflecting a growth of 8.7%[1] - The company reported a basic and diluted earnings per share of HKD 1.27, compared to a loss per share of HKD 3.32 in the previous year[4] - Financing costs increased to HKD 9,859 for the six months ended September 30, 2024, compared to HKD 8,082 in 2023, primarily due to higher bank loan interest[31] - The group reported a net profit of HKD 3,209 for the six months ended September 30, 2024, compared to a loss of HKD 7,960 in the same period of 2023[40] - Basic and diluted earnings per share for the period were HKD 1.27, a significant recovery from a loss of HKD 3.32 in the previous year[40] - Other income for the review period was approximately 2,015,000 HKD, down from 4,567,000 HKD in the same period last year[57] Assets and Liabilities - Total assets decreased to HKD 304,034 from HKD 321,480, while total liabilities decreased to HKD 268,260 from HKD 280,584[6] - Cash and cash equivalents decreased to HKD 22,615 from HKD 26,965, indicating a reduction in liquidity[6] - As of September 30, 2024, the group's current liabilities exceeded current assets by HKD 50,938,000[16] - The group has outstanding bank loans of HKD 98,632,000, which are repayable on demand or within one year, with cash and cash equivalents amounting to HKD 22,615,000[16] - The group has unutilized bank financing of approximately HKD 6,261,000, which can be renewed annually[16] - Trade receivables as of September 30, 2024, were HKD 128,429,000, up from HKD 123,631,000 as of March 31, 2024[10] - Trade payables increased significantly to HKD 62,169,000 as of September 30, 2024, from HKD 21,178,000 as of March 31, 2024[45] - Current assets and current liabilities were approximately HKD 205,041,000 and HKD 255,979,000 respectively, compared to HKD 218,952,000 and HKD 280,584,000 on March 31, 2024[72] - Bank borrowings amounted to approximately HKD 98,632,000 as of September 30, 2024, a decrease from HKD 188,550,000 on March 31, 2024[73] - The company's debt-to-equity ratio was approximately 326.3% as of September 30, 2024, significantly reduced from 689.9% on March 31, 2024[76] Operational Focus and Strategy - The company plans to focus on market expansion and new product development to drive future growth[11] - The group is focused on improving operational efficiency and implementing cost control measures to enhance profitability and future cash flow[16] - The company plans to continue focusing on cost control measures initiated in 2020 to navigate the challenging business environment[51] - The company is actively seeking to diversify its business by providing digital marketing services through its subsidiary in China, which is expected to generate additional revenue streams[69] Corporate Governance and Compliance - The company has not applied any new accounting standards or interpretations that have not yet come into effect during the reporting period[21] - The financial statements are prepared on a going concern basis, despite significant uncertainties regarding the group's ability to maintain profitability and access bank financing[17] - The company has adhered to all applicable corporate governance codes, except for the separation of roles between the chairman and CEO[87] - The company has adopted the standard code of conduct for securities trading by directors, confirming compliance during the review period[86] Employment and Labor Relations - The company employs approximately 1,254 full-time employees as of September 30, 2024, a slight decrease from 1,290 employees on March 31, 2024[79] - The company has not encountered any significant labor disputes or operational disruptions during the review period[79] Shareholder Information - The group did not recommend an interim dividend for the six months ended September 30, 2024, consistent with the previous year[36] - No interim dividend is recommended for shareholders for the review period[93] - The mid-term report will be sent to shareholders and published on the stock exchange and the company's website at an appropriate time[97] Miscellaneous - The group operates primarily in the manufacturing and trading of apparel products and trademark licensing, with significant business presence in Hong Kong, China, and Sri Lanka[22] - There were no significant acquisitions or disposals of subsidiaries, joint ventures, or associates during the review period[81] - No significant investments or capital asset agreements were signed during the review period, but the company will conduct feasibility studies for potential future investment opportunities[82] - The company did not buy, sell, or redeem any of its listed securities during the review period[85] - The company entered into a loan agreement totaling USD 4,212,811 (equivalent to HKD 32,859,926) with San Tai, along with other related agreements[94] - There were no significant events affecting the group from the end of the review period until the date of the announcement[92] - The executive director and chairman of Sterling Group Holdings Limited is Ms. Wang Meihui[98] - The executive directors include Mr. Xiao Yiming, Mr. Zhong Guowei, Mr. Liang Jiawei, and Mr. Ma Jian[98] - Independent non-executive directors are Ms. Zhang Lingling, Mr. Zhou Runzhang, and Mr. Zhao Chuan[98]

Financial Performance - For the fiscal year ending March 31, 2024, the company reported revenue of HKD 571,391,000, a decrease of 8.4% from HKD 623,433,000 in the previous year[6]. - Gross profit for the same period was HKD 91,377,000, with a gross margin of 16.1%, down from 17.2% the previous year[6]. - Operating profit fell to HKD 7,442,000 from HKD 22,028,000, indicating a significant decline in profitability[6]. - The company experienced a net loss of HKD 18,360,000 compared to a profit of HKD 19,927,000 in the prior year, reflecting a substantial downturn[6]. - Revenue for the fiscal year ending March 31, 2024, was approximately HKD 571,391,000, an 8.4% decrease from HKD 623,433,000 in the previous year, reflecting a slowdown in growth after a strong 67.9% compound sales growth over the past two years[13]. - The gross profit margin for the year was 16.1%, down from 17.2% in the previous year, indicating a decline in profitability[21]. Customer and Sales Dynamics - Sales from the company's largest customer decreased by approximately 6.9% to about HKD 445,890,000, impacting overall revenue[8]. - The company is optimistic about a rebound in sales from its largest customer based on current orders and seasonal forecasts[8]. - The company is focusing on diversifying its customer base to mitigate risks associated with reliance on a few key clients[9]. - The company’s revenue breakdown by product category showed a decline across all categories, with outerwear revenue at HKD 243,226,000, down from HKD 245,423,000, and bottom wear revenue at HKD 208,864,000, down from HKD 269,453,000[17]. - The majority of the company’s revenue, approximately 99.4%, came from the United States, totaling HKD 567,791,000, while revenue from Italy dropped to zero from HKD 7,624,000[19]. - The largest customer accounted for 78.0% of the total sales revenue for the year[176]. - The top five customers contributed 93.7% of the total sales revenue for the year[176]. Financial Position and Liquidity - The total assets increased to HKD 321,480,000 from HKD 301,574,000, showing growth in the asset base despite the operational challenges[6]. - The company’s cash and bank balances improved to HKD 26,965,000 from HKD 20,851,000, indicating better liquidity management[6]. - The interest coverage ratio dropped to 0.6 times, down from 3.2 times, highlighting increased financial strain[6]. - Financing costs increased by approximately 44.8% to HKD 16,226,000 from HKD 11,205,000, attributed to rising interest rates[26]. - The company reported a significant increase in bank borrowings, rising by approximately 29.5% to HKD 188,550,000 from HKD 145,593,000, mainly due to increased trust receipt loans and additional credit facilities obtained[28]. - The company’s cash and cash equivalents increased to HKD 26,965,000 from HKD 20,851,000 in the previous year, primarily due to funds received from bank loans[28]. - The group’s current assets and current liabilities were approximately HKD 218,952,000 and HKD 280,584,000, respectively, compared to HKD 194,354,000 and HKD 241,907,000 in the previous year[33]. - Bank borrowings as of March 31, 2024, amounted to approximately HKD 188,550,000, up from HKD 145,593,000 as of March 31, 2023[34]. - The group’s debt-to-equity ratio was approximately 487.0% as of March 31, 2024, compared to 309.75% in the previous year, reflecting an increase in bank borrowings[36]. Employee and Operational Insights - The group employed approximately 1,290 full-time employees as of March 31, 2024, down from approximately 1,444 employees a year earlier[37]. - The group has not encountered any significant difficulties or disruptions in operations due to labor disputes during the reporting period[37]. - The company has established a mandatory provident fund plan in Hong Kong, with contributions of 5% of employee income, capped at HKD 1,500 per month[172]. Corporate Governance and Board Structure - The company has a diverse board with members holding qualifications in accounting, finance, and business management, enhancing its strategic decision-making capabilities[54][58]. - The company is committed to maintaining high standards of corporate governance through its independent non-executive directors who provide independent opinions on strategy and resource allocation[54][55]. - The board of directors is committed to maintaining robust corporate governance and effective internal control systems, which are crucial for enhancing corporate value and accountability[62]. - The company has established three board committees: the audit committee, the remuneration committee, and the nomination committee, to enhance governance[78]. - The board believes that the current composition of directors brings valuable experience and expertise to the company[78]. - The company has implemented a policy for directors and senior management training and continuous professional development[81]. - The board has achieved a gender diversity ratio of 25% at the board level and 75% at the overall employee level as of March 31, 2024[96]. Risk Management and Compliance - The company assesses credit risk by evaluating customers' financial conditions before extending credit[130]. - The group continues to monitor and assess specific risks related to financial, operational, and compliance activities[115]. - The group monitors and maintains sufficient levels of cash and cash equivalents to mitigate cash flow volatility[133]. - The group is exposed to foreign currency risk due to foreign currency transactions and borrowings, and actively manages this risk[135]. - The group's cash flow interest rate risk is primarily related to floating-rate bank deposits and borrowings, with management monitoring this risk[137]. - The company has implemented a policy for handling insider information, ensuring timely and fair disclosure[119]. Dividend Policy - The company does not recommend declaring a final dividend for the year ending March 31, 2024, consistent with the previous year[30]. - The board has adopted a dividend policy effective from January 1, 2019, continuing through the fiscal year ending March 31, 2024, aiming to maintain sufficient reserves for future development while providing returns to shareholders[109]. - The board will consider various factors, including the group's actual and expected financial performance, general economic conditions, and operational strategies when deciding on dividend declarations[110]. - There is no predetermined dividend payout ratio, and the declaration and payment of dividends are at the board's discretion, with no guarantee of dividends in any period[111]. - The group reported no dividends for the fiscal year ending March 31, 2024[126]. Lease Agreements and Transactions - Sterling Apparel entered into new lease agreements with Win 18 and Win 19 for office spaces in Hong Kong, each with a monthly rent of HKD 130,000, effective from February 1, 2024, to January 31, 2025[181][182]. - The total revised annual cap for rental payments for the properties is HKD 5,720,000, with HKD 3,120,000 for the 18th floor and HKD 2,600,000 for the 19th floor[185]. - The rental agreements were negotiated based on fair market rent principles and are considered continuing connected transactions under the listing rules[184][186]. - The independent non-executive directors have confirmed that the continuing connected transactions were conducted in the ordinary course of business and on normal commercial terms[186].